Proposed Secondary Placing in PensionBee

Stifel Nicolaus Europe Limited

20 June 2024

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR IN OR INTO ANY OTHER JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF PENSIONBEE GROUP PLC IN ANY JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE IMPORTANT INFORMATION AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (596/2014/EU) AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 AS AMENDED ("MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, SUCH INFORMATION WILL NO LONGER CONSTITUTE INSIDE INFORMATION.

20 June 2024

PROPOSED PLACING OF 5.6 MILLION SHARES IN PENSIONBEE GROUP PLC (THE "COMPANY" OR "PENSIONBEE")

Certain Directors and members of the management team of PensionBee, being Romi Savova, Jonathan Lister Parsons and Mark Wood CBE (together the "Selling Block") announce that, following reverse inquiry and in order to increase liquidity in the Company's shares and to broaden the Company's shareholder register, they intend to sell in aggregate 5.6 million ordinary shares in PensionBee (the "Placing Shares"), representing approximately 2.5 per cent. of the Company's current issued ordinary share capital.

Throughout the Company's investor relations engagements over the past 6 months, there has been consistent feedback that increasing liquidity, free float and institutional share ownership is important to both current and potential investors.

The placement aims to increase the Company's institutional ownership to approximately 35% and the free float to approximately 50% of the issued share capital.

The Placing Shares are being offered by way of an accelerated bookbuild (the "Placing") to institutional investors, which will be launched immediately following this announcement. Stifel Nicolaus Europe Limited (trading as Keefe, Bruyette & Woods) ("KBW") is acting as Sole Bookrunner (the "Sole Bookrunner") for Equiniti Financial Services Limited ("Equiniti"), who is acting as agent for the Selling Block in connection with the Placing.

The final number of Placing Shares to be placed, and the price at which the Placing Shares are to be placed, will be agreed by the Sole Bookrunner and the Selling Block at the close of the bookbuild process, and the results of the Placing will be announced as soon as practicable thereafter. The timings for the close of the bookbuild process are at the absolute discretion of the Sole Bookrunner. The Placing is subject to demand, price and market conditions. The Selling Block has agreed to sell pursuant to a block trade agreement in relation to the Placing. Completion of the Placing is conditional on the block trade agreement not being terminated prior to completion of the Placing.

Assuming 5.6 million Placing Shares are sold in the Placing, the Selling Block will reduce their ownership of ordinary share capital of the Company from 42.8% to 40.3%, as follows:

Seller	Current ownership	Current % stake	Proposed sale	Resultant ownership	Resultant % stake
Romi Savova	80,040,722	35.6%	4,002,036	76,038,686	33.8%
Jonathan Lister Parsons	13,322,800	5.9%	1,332,280	11,990,520	5.3%
Mark Wood CBE	2,757,175(1)	1.2%	274,370	2,482,805(2)	1.1%
Total	96,120,697	42.8%	5,608,686	90,512,011	40.3%

(1) The current aggregate shareholding of Mark Wood CBE and Persons Closely Associated with him is 2,822,175 Ordinary Shares. Mark Wood CBE holds 2,757,175 ordinary shares and Lisa Walden holds 65,000 Ordinary Shares.

(2) Assuming completion of the Placing, the aggregate shareholding of Mark Wood CBE and Persons Closely Associated with him would be 2,547,805 ordinary shares, including Mark's 2,482,805 ordinary shares and Lisa Walden's 65,000 ordinary shares.

This represents 5.0% of Romi's shareholding and 10% of Mark and Jonathan's shareholdings. As a result of the transaction, the directors will reduce their collective shareholding from 42.8% to 40.3%.

The transaction is currently intended to be a sole exercise and the Selling Block will be subject to a lock-up for 365 days in relation to all other ordinary shares held by them and any person controlled by or controlling or under common control with them after completion of the Placing (unless consent is granted by the Sole Bookrunner). This is subject to customary exceptions and subject to transfers of ordinary shares issued after the date of this announcement upon the exercise of options under any share option schemes but only to the extent necessary to cover any applicable tax liability arising on exercise of such options.

The Company will not receive any proceeds from the Placing.

Enquiries:

KBW, a Stifel Company (Sole Bookrunner)

Alistair McKay

Alberto Moreno Blasco

Erik Anderson

Nick Harland

Important Information:

This announcement is not for publication or distribution or release, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the United States and the District of Columbia), Canada, Australia, South Africa, Japan or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. No action has been taken that would permit an offering of the Placing Shares or possession or distribution of this announcement in any jurisdiction where action for that purpose is required.

This announcement does not constitute or form part of an offer for sale or solicitation of an offer to purchase or subscribe for securities in the United States, Canada, Australia, South Africa, Japan or any other jurisdiction and the securities referred to herein have not been registered under the securities laws of any such jurisdiction. The Placing Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any State or any other jurisdiction of the United States, and may not be offered or sold, directly or indirectly, in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of, the Securities Act and in compliance with all applicable securities laws of any State or any other jurisdiction of the United States. No public offering of securities is being made in the United States or in any other jurisdiction.

In member states of the European Economic Area ("EEA"), this announcement and any offer of Placing Shares if made subsequently is directed exclusively at persons who are "qualified investors" within the meaning of the Prospectus Regulation ("Qualified Investors"). For these purposes, the expression "Prospectus Regulation" means Regulation (EU) 2017/1129. In the United Kingdom this announcement is only being distributed to, and is only directed at, and any investment or investment activity to which this announcement relates is available only to, and will be engaged in only with, Qualified Investors who are (i) investment professionals falling with Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) other persons to whom an offer of the Placing Shares may otherwise be lawfully communicated (all such persons together being referred to as "relevant persons"). Persons who are not relevant persons should not take any action on the basis of this announcement and should not act or rely on it.

No prospectus or offering document has been or will be prepared in connection with the Placing. Any investment decision in connection with the Placing must be made on the basis of all publicly available information relating to the Company and its shares. Such information has not been independently verified and the Selling Block and the Sole Bookrunner are not responsible, and expressly disclaim any liability, for such information. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness.

In connection with the Placing, the Sole Bookrunner or any of its affiliates may take up a portion of the Placing Shares as a principal position and in that capacity may retain, purchase, sell or offer to sell for its own account such Placing Shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references to the Placing Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by the Sole Bookrunner and any of its affiliates acting as investors for their own accounts. The Sole Bookrunner does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

This announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated with an investment in the Company or its shares.

This announcement does not constitute a recommendation concerning the Placing. The price and value of securities and any income from them can go down as well as up. Past performance is not a guide to future performance. Acquiring Placing Shares to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Potential investors should consult a professional advisor as to the suitability of the Placing for the entity or person concerned. This announcement does not represent the announcement of a definitive agreement to proceed with the Placing and, accordingly, there can be no certainty that the Placing will proceed. The Selling Block reserves the right not to proceed with the Placing or to vary the terms of the offering in any way.

Keefe, Bruyette & Woods (acting through Stifel Nicolaus Europe Limited), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for Equiniti only in connection with the Placing and no one else, and will not be responsible to anyone other than Equiniti for providing the protections offered to clients nor for providing advice in relation to the Placing Shares or the Placing, the contents of this announcement or any transaction, arrangement or other matter referred to in this announcement.

Certain figures contained in this announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this announcement may not conform exactly with the total figure given.

This announcement includes statements that are, or may be deemed to be, forward-looking statements. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "intends", "expects", "will", or "may", or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts and include statements regarding intentions, beliefs or current expectations. No assurances can be given that the forward-looking statements in this announcement will be realised. As a result, no undue reliance should be placed on these forward-looking statements as a prediction of actual events or otherwise.

 

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