Issue of Equity and Grant of Warrants

Unbound Group PLC

27 July 2023

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

Unbound Group plc

("Unbound", the "Company" or the "Group")

Issue of Equity and Warrants, Related Party Transaction, Total Voting Rights and Board Changes

The Company announces that it has completed a fund raising of £65,000 by way of a direct subscription from Richard Bernstein, an existing investor in the Company ("Subscription"). The Company has issued and allotted 6,500,000 new ordinary shares of 1 pence each ("Ordinary Shares") at a price of 1 pence per share to Richard Bernstein pursuant to the Subscription.

As stated in the announcement on 26 July 2023, the Company is regarded, pursuant to the AIM Rules for Companies ("AIM Rules"), as an AIM Rule 15 cash shell with no operating business. As previously notified, the Company currently holds minimal cash balances. The proceeds of the Subscription will therefore be applied to paying ongoing adviser costs and other expenses over the coming weeks whilst the Company explores the possibility of identifying and then effecting an appropriate acquisition or acquisitions which would constitute a reverse takeover under AIM Rule 14 ("Transaction"). The Ordinary Shares remain suspended from trading on AIM effective 17 July 2023 ("Suspension") pending clarification of the Company's financial position.

The Company will require an injection of further funding for any such Transaction to be completed. There can be no certainty that further funding will be made available nor as to its terms. Nor can there be any certainty that a Transaction will be identified or ultimately completed.

Application will be made to the London Stock Exchange for 6,500,000 new Ordinary Shares, which will rank pari passu with the Company's existing Ordinary Shares, to be admitted to trading on AIM once the Suspension has been lifted. Dealings in the new Ordinary Shares on AIM will not commence until this date and a further announcement will be made once this date is known. 

The Company has also granted 6,500,000 warrants over ordinary shares of 1 pence each to Richard Bernstein ("Warrants"). The Warrants have an exercise price of 1.5 pence per ordinary share and have an exercise period of two years commencing on the date of grant.

The new Ordinary Shares and the Warrants are being issued pursuant to the shareholder authorities granted to the Directors at the Company's 2022 Annual General Meeting.

Related Party Transaction

Prior to completion of the Subscription, Richard Bernstein held 8,200,000 existing ordinary shares representing approximately 12.59 per cent. of the existing ordinary shares in issue. As such, Richard Bernstein is a substantial shareholder of the Company by definition of the AIM Rules for Companies and therefore the issue of 6,500,000 new Ordinary Shares pursuant to the Subscription and granting of the Warrants are therefore related party transactions pursuant to AIM Rule 13.

The Company's directors (each of whom is considered independent of Richard Bernstein), having consulted with Singer Capital Markets Advisory LLP (the Company's nominated adviser), consider the terms of the Subscription and the Warrants are fair and reasonable insofar as the Company's shareholders are concerned.

Richard Bernstein now holds 14,700,000 Ordinary Shares in the capital of the Company, representing approximately 20.51 per cent. of the issued share capital of the Company as enlarged by the Subscription. In the event that Mr Bernstein subsequently exercises the Warrants in full (and no other new Ordinary Shares are issued by the Company in the meantime), his holding would increase to 21,200,000 Ordinary Shares, which would represent 27.13 per cent. of the then further enlarged issued share capital of the Company.

Total Voting Rights

Following admission of the new Ordinary Shares to trading on AIM, the Company will have 71,655,980 ordinary shares of 1 pence in issue. On admission, the figure of 71,655,980 may be used by the Company's shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules. The Company has no ordinary shares held in treasury.

Board Changes

Following completion of the above arrangements, the Company confirms that Neil Johnson, Ian Watson, and Baroness Kate Rock have stepped down from the Company's board of directors with immediate effect in order reduce ongoing costs and conserve cash. The Company's board of directors now comprises Gavin Manson as Chief Financial Officer and Alastair Miller as Independent Non-Executive Director. The Company has chosen to adopt Quoted Companies Alliance Corporate Governance Code (the "QCA Code"). As a result of these changes, the Company is no longer compliant with the requirement under the QCA Code for at least two independent non-executive directors. The Company would seek to remedy this situation and reconstitute its board of directors at the time that any Transaction (as defined above) is completed, in order to ensure compliance with this aspect of the QCA Code.

Further updates will be made as appropriate.

Enquiries

Unbound Group plc Gavin Manson / Alastair Miller	c/o Alma PR
Singer Capital Markets (Nominated Adviser & Broker) Peter Steel / Tom Salvesen / Alaina Wong / James Fischer	[phone]
Alma PR Limited (Financial PR) Josh Royston / Sam Modlin / Hannah Campbell	[phone] [e-mail]

 

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