Issue of Convertible Loan Notes

RNS Number : 3378M

Norman Broadbent PLC

20 May 2022

 

Norman Broadbent plc

("Norman Broadbent", "NBB" or the "Group")

Issue of Convertible Loan Notes

Norman Broadbent (AIM: NBB), a leading London quoted Executive Search and Interim Management firm offering a diversified portfolio of integrated Leadership Acquisition & Advisory Services, is pleased to announce additional investment of £400,000 by way of issue and subscription of Convertible Loan Notes ("Loan Notes").

Under the terms of a Secured Convertible Loan Note Instrument, Downing Strategic Micro-Cap Investment Trust PLC and Moulton Goodies Limited, both substantial shareholders of the Group, have each agreed to subscribe for £200,000 of secured Loan Notes to be issued on 20th May 2022.

The proceeds of the Loan Notes will be used to fund the Company's working capital and capital expenditure requirements to finance the accelerated appointments of a number of senior executives to drive the growth of the business across sectors and regions.

Principal key terms of the Loan Notes

The investment will comprise the subscription of 400,000 Loan Notes each having nominal value of £1, being in aggregate £400,000, for a period of 2 years, which can be extended at the agreement of all parties.

The Company will pay interest on the principal amount of the Loan Notes which has not been repaid or converted as follows:

1.  For the period up to and including the first anniversary date ( 20th May 2023) at a rate of 10% per annum;

2.  For the period from the first anniversary date to the date of maturity ( 20th May 2023 - ( 20thMay 2024)  at a rate of 12.5% per annum;

3.  For any period beyond the maturity date at a rate of 30% per annum.

The Group can redeem the Loan Notes at any time, subject to a redemption fee of 2.5% in the first year and 10% thereafter. The Loan Notes are only convertible after the first anniversary date at the Loan Note holders sole option, and a maximum of 50% of the principal amount of Loan Notes outstanding plus any compounded interest unpaid can be converted to equity at a conversion value of 7 pence per Ordinary Share.

Related Party Transaction

Downing Strategic Micro-Cap Investment Trust PLC and Moulton Goodies Limited are both substantial shareholders of the Group and therefore are classified as related parties under the AIM Rules. The directors of the Group having consulted with WH Ireland as the Company's nominated adviser, consider that the terms of the Loan Notes are fair and reasonable insofar as the Company's shareholders are concerned.

Final 2021 Results and Annual Accounts

Following completion of this Convertible Loan Note Issue, the Group will announce its 2021 final results and annual accounts on or around 23^rd May 2022.

Kevin Davidson, CEO of NBB, commented : "We are delighted to announce this convertible funding which will allow us to accelerate the growth of our fee earning team which has gathered real momentum in 2022.  We would like to thank Downing and Moulton Goodies for their continued support as we expand the business and invest in new high performing talent."

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 the Company's obligations under Article 17 of MAR.

For further information, please contact:

Norman Broadbent plc  [phone]

Kevin Davidson

Peter Searle

Steve Smith 

WH Ireland Limited  [phone]

Jessica Cave

Darshan Patel   

 

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