Suspension of trading and reverse takeover

RNS Number : 8868S

Barkby Group PLC (The)

11 November 2019

 

11 November 2019

The Barkby Group Plc

("Barkby" or "the Company")

Statement regarding suspension of trading and reverse takeover

Barkby is pleased to announce that it is in advanced discussions regarding the potential acquisition of certain businesses that together would constitute a reverse takeover under the NEX Exchange Growth Market - Rules for Issuers ("NEX Rules") (the "Potential Acquisition").

In connection with the Potential Acquisition, the Directors intend to undertake an equity placing (the "Placing") of new ordinary shares ("Ordinary Shares") and a share capital reorganisation. The proceeds of the Placing will be used to support the Enlarged Group's business plan and for general working capital purposes.

The Potential Acquisition

Barkby is in advanced discussions to acquire the entire issued share capital of each of Tarncourt Ambit Properties Limited, Tarncourt Ambit Limited and Workshop Trading Holdings Limited, (together the "Dickson Controlled Entities") for total aggregate consideration of approximately £30m, which is expected to be largely funded through the issue of new Ordinary Shares ("Consideration Shares").

It is anticipated that on completion of the Potential Acquisition, Charles Dickson, a director of each of the Dickson Controlled Entities, will be appointed as Executive Chairman of Barkby.

Subject to completion, it is anticipated that the shareholding in the Company of Charles Dickson, the wider Dickson family and certain persons who may be adjudged to be acting in concert with them (the "Concert Party"), will require the approval of Barkby shareholders to waive the obligation that might otherwise arise under Rule 9 of the City Code on Takeovers and Mergers for the Concert Party to make a mandatory offer for the entire issued and to be issued share capital of Barkby.

About the Dickson Controlled Entities

The Dickson Controlled Entities focus on two business areas:

-     a commercial property development business with a focus on sourcing and developing commercial property projects in South East England. The team has completed over 20 schemes and specialises in projects with a gross development value of between £3m and £20m. The business has close relationships with a number of anchor tenants and property funds and has a pipeline of future developments; and

-     Workshop Coffee, established in 2011, sells specialty coffee and coffee related hardware through its wholesale B2B business, retail shops and online. Workshop Coffee's operations comprise roasting, wholesale and a small London-based chain of four coffee shops.

In addition to the operating businesses detailed above, the Dickson Controlled Entities will have the right to participate in the upcoming fundraisings for two private companies: Transcend Packaging Limited and VivoPlex Group Limited. Part of the use of proceeds from the Placing will enable the Dickson Controlled Entities to take up these rights.

The Placing

Conditional on, inter alia, the completion of the Potential Acquisition, Barkby will issue new Ordinary Shares pursuant to the Placing at the same price as the Consideration Shares are to be issued pursuant to the Potential Acquisition (the "Issue Price"). It is anticipated that the Issue Price will be materially above the prevailing share price of a Barkby Ordinary Share.

Suspension from trading on NEX

The Potential Acquisition will constitute a reverse takeover under the NEX Rules. Consequently, Barkby has requested that its securities are suspended from trading on NEX with effect from 7.30 a.m. today, pending publication of an admission document in respect of Barkby as enlarged by the Potential Acquisition and the convening of a general meeting of Barkby shareholders, or until such time as discussions regarding the Potential Acquisition have ceased.

Whilst discussions are at an advanced stage, Barkby shareholders should be aware that there can be no certainty that the Potential Acquisition will proceed or complete and the terms of the Potential Acquisition are subject to change.

Barkby will update shareholders with further information, as appropriate, in due course.

Enquiries:

The Barkby Group PLC Rupert Fraser, Chief Executive Officer	[phone]
finnCap Ltd (Corporate Adviser and Broker) Carl Holmes/Simon Hicks (Corporate Finance) Tim Redfern/Richard Chambers (ECM)	[phone]
Camarco (Financial PR) Jennifer Renwick/Jane Glover	[phone]

The information communicated in this announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014.

 

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