Results of Secondary Placing in PensionBee

Stifel Nicolaus Europe Limited

21 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THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN PENSIONBEE GROUP PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF PENSIONBEE GROUP PLC. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"), AND IS DISCLOSED IN ACCORDANCE WITH OBLIGATIONS UNDER ARTICLE 17 OF MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.

21 June 2024

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

Further to the announcement of 20 June 2024, Romi Savova, Jonathan Lister Parsons and Mark Wood CBE (together the "Selling Block") announce that, following reverse inquiry to increase the institutional ownership of and liquidity in the Company's shares, they have placed in aggregate 5.6 million ordinary shares in PensionBee (the "Placing Shares") at a price of 153.5 pence per share (the "Placing"), with institutional investors. The Placing price presents a nil discount to the mid-market closing price on 20 June 2024.

The Placing was significantly oversubscribed and was strongly supported by both existing and new institutional investors. Following the Placing, the Company's free float increased to approximately 50% and its institutional shareholder base increased to approximately 35% of the share capital.

The Placing Shares represent approximately 2.5 per cent. of the Company's current issued ordinary share capital. Following the completion of the Placing, the Selling Block will reduce their ownership of the Company's ordinary shares from 42.8% to 40.3% as follows:

Seller	Current ownership	Current % stake	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)  Following completion of the Placing, the aggregate shareholding of Mark Wood CBE and Persons Closely Associated with him will be 2,547,805 ordinary shares, including Mark's 2,482,805 ordinary shares and Lisa Walden's 65,000 ordinary shares.

This 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.

Stifel Nicolaus Europe Limited (trading as Keefe, Bruyette & Woods) ("KBW") acted as Sole Bookrunner in connection with the Placing. The trade date for the Placing will be 21 June 2024 and settlement is expected to occur on a T+2 basis on 25 June 2024, subject to the satisfaction or waiver of certain customary conditions.

Romi Savova, CEO of PensionBee, commented:

"As part of our ongoing commitment to the public markets and following significant reverse inquiries, we are pleased to have offered additional liquidity to the market, with a focus on increasing institutional share ownership in PensionBee's shares. Following this process, PensionBee's free float will increase to approximately 50% and institutional share ownership will increase to approximately 35%. We are pleased current shareholders continue to increase their ownership of PensionBee and to welcome new shareholders."

Enquiries:

KBW, a Stifel Company (Sole Bookrunner)

Alistair McKay

Alberto Moreno Blasco

Erik Anderson

Nick Harland

Important Notice:

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 reserve 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 Financial Services Limited (which is acting as agent for the Selling Block) ("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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