Placing, Subscription and Wrap Retail Offer

Team PLC

28 March 2024

 

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THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF EU REGULATION NO. 596/2014 AS IT FORMS PART OF DOMESTIC LAW IN THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY UK 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.

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

 Placing, Subscription and WRAP retail offer

Appointment of Nomad

TEAM plc (AIM: TEAM), the wealth, asset management and complementary financial services group, is pleased to announce a successful placing of £710,000 before expenses (the "Placing") and subscription of up to £400,000 before expenses (the "Subscription", and together with the Placing, the "Fundraise") by way of an issue of up to 5,550,000 new ordinary shares of no par value ("Ordinary Shares") at a price of 20 pence per share (the "Issue Price").

Additionally, the Company is pleased to announce the appointment of Strand Hanson as its Nominated Adviser with immediate effect. Hannam & Partners act as the Company's financial adviser and Oberon Capital as sole broker.

Placing Highlights

·    Post-balance sheet Placing and Subscription of £1.1 million gives Company an improved balance sheet

·    Directors have participated in the Placing

·    Funds towards financing of acquisitions and deferred consideration, as well as providing cash for working capital and general corporate purposes

·    Fundraise supported by existing and new shareholders

·    Provides the Company with a strengthened balance sheet, a strong platform from which the Company will seek to deliver organic growth and revenue and cost synergies from the existing Group

·    The Company values its retail shareholder base and believes that it is appropriate to provide retail shareholders and other eligible investors in the UK the opportunity to participate on the same terms as the Fundraise, and the Company is therefore including a WRAP Retail Offer, details of which are included below

·    The Fundraise and WRAP Retail Offer are conditional on the Company obtaining the requisite approvals from Shareholders at the Company's annual general meeting ("AGM")

Commenting on the Fundraise, Mark Clubb, Executive Chairman of TEAM, said:

"I am pleased with the supportive results of the fund raise. Encouragingly we have added a small number of new shareholders, including institutions. This underwrites the building blocks that will enable TEAM to take advantage of the many opportunities we have in front of us in the international ex pat financial advice market. It is the pathway to meaningful growth and profitability. I would further comment, the year has started well with the continued recruitment of advisers around the world. Assets will flow into the core TEAM Asset Management MPS offering and soon to be launched unitised versions."

This announcement should be read in full and in conjunction with the Company final results for the year ended 30 September 2023, released earlier today, the circular accompanying the notice of AGM ("AGM Circular") and subsequent regulatory announcements made by the Company.

 For further information, please contact:

Enquiries to

TEAM plc Mark Clubb, Executive Chair Matthew Moore, CFO and COO	[phone]
Strand Hanson (Nominated Adviser to TEAM) Richard Johnson, James Spinney, David Asquith	[phone]
Oberon Capital (Broker to TEAM) Michael Seabrook, Adam Pollock, Jessica Cave	[phone]
Novella Communications (Financial Public Relations) Tim Robertson, Claire de Groot, Safia Colebrook	[phone]
Hannam & Partners (Financial Adviser to TEAM) Giles Fitzpatrick, Richard Clarke	[phone]

www.teamplc.co.uk

The Placing and Subscription

The Company has conditionally raised gross proceeds of £710,000 (before expenses) via the placing of 3,550,000 new Ordinary Shares ("Placing Shares") at a price of 20 pence per Placing Share and gross proceeds of up to £400,000 (before expenses) via the subscription of up to 2,000,000 new Ordinary Shares ("Subscription Shares") (together with the Placing Shares, the "Fundraise Shares") at the Issue Price.

The Issue price represents a discount of 4.76% to the closing share price of 21 pence on 27 March 2024. The aggregate Fundraise Shares being issued represent approximately 18.50% of the existing issued ordinary share capital of the Company.

Oberon Investments Limited (trading as Oberon Capital) and Hannam & Partners facilitated the Placing for the Company and a Placing Agreement has been entered into.

The issue of the Fundraise Shares is subject to approval of new share authorities to be proposed at the AGM, as detailed further below. A further announcement will be made in connection with the application to AIM for admission to trading ("Admission") of the Fundraise Shares and new Ordinary Shares to be issued pursuant to the WRAP Retail Offer.

The Placing and Subscription are conditional, inter alia, upon:

·    the Placing Agreement having been entered into and having become wholly unconditional in all other respects save in relation to Admission and not having been terminated in accordance with its terms prior to 19 April 2024 or such later date as may be agreed by Oberon Capital, Hannam & Partners and the Company being not later than 30 April 2024  (the "Long Stop Date");

·    the passing of the Resolutions at the AGM occurring on or before 17 April 2024

·    the Company allotting, the new Ordinary Shares in accordance with the Placing Agreement; and

·    Admission of the Placing Shares to trading on AIM becoming effective by no later than 8.00 a.m. on 19 April 2024 (or such later time as may be agreed between the Brokers and the Company being no later than 8.00 a.m. on the Long Stop Date)

The Placing is not being underwritten.

The Fundraise Shares will be credited as fully paid and will rank pari passu in all respects with the Ordinary Shares then in issue, including the right to receive all future distributions, declared, paid or made in respect of the Fundraise Shares from the date of Admission.

PDMR participation in Subscription and Related Party Transaction

As part of the Fundraise, certain Directors have subscribed for a total 250,000 Subscription Shares at the Issue Price. Details of those shares for which the Directors have subscribed , are displayed below.

Director	Number of Existing Ordinary Shares	Number of Subscription Shares being subscribed for	Number of Ordinary Shares held on Admission
Philip Taylor​	33,645	125,000	158,645
Michael Gray	47,727	75,000	122,727
David Turnbull	33,645	50,000	83,645

Philip Taylor, Michael Gray and David Turnbull, as Directors of the Company, are classified as related parties under the AIM Rules for Companies and their participation in the Subscription constitutes a related party transaction pursuant to Rule 13 of the AIM Rules for Companies (the "Transaction"). Accordingly, Mark Clubb and Matthew Moore, being the directors independent of the Transaction, having consulted with the Company's nominated adviser, Strand Hanson, consider that the terms of the Transaction are fair and reasonable insofar as shareholders are concerned.

Retail Offer

The Company intends to offer up to 3,750,000 new ordinary shares at the Issue Price (the "Retail Shares") via the Winterflood Retail Access Platform (WRAP) to raise up to £750,000 gross proceeds (the "Retail Offer"). The Retail Offer will provide qualifying investors in the United Kingdom with an opportunity to participate alongside the Fundraise. A further announcement will be made in due course regarding the Retail Offer and its terms. It is expected that the Retail Offer will launch at 7:01 a.m. on 28 March 2024 and will be open for applications up to 4.00 p.m. on 11 April 2024. The result of the Retail Offer is expected to be announced by the Company on or around 12 April 2024. For the avoidance of doubt, the Retail Offer is in addition to the Fundraise and the Retail Offer may not be fully subscribed.  Admission of the new Ordinary Shares to be issued pursuant to the Retail Offer is subject to approval of certain resolutions at the AGM.

Annual General Meeting

The Placing is not being underwritten and is conditional, inter alia, the approval of shareholders at the Annual General Meeting. The Company will despatch a Circular and notice of annual general meeting to Shareholders, to convene the AGM at 2 p.m. on 17 April 2024 at TEAM's offices of 6 Caledonia Place, St Helier, Jersey JE2 3NG . The Circular will be posted to shareholders on or around Tuesday 2 April and will also be made available on the Company's website www.teamplc.co.uk later today.

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

This announcement is made in accordance with the UK Market Abuse Regulation (Regulation (EU) 596/2014, as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018).

1.	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Philip Taylor
2.	Reason for the notification
b)	Position / status	Independent Non-Executive Director
c)	Initial notification / amendment	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	TEAM plc
b)	LEI	213800EP1CI5ANR7RP18
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification Code	Ordinary Shares of no par value ISIN: JE00BM90BX45
b)	Nature of the transaction(s)	Subscription purchase of Ordinary Shares
c)	Price(s) and volume(s)	Price(s) Volume(s) 20 pence 125,000
d)	Aggregated information -     Aggregated volume -     Price	N/A - single transaction
e)	Date of the transaction	28 March 2024
f)	Place of the transaction	London Stock Exchange, AIM
1.	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Michael Gray
2.	Reason for the notification
b)	Position / status	Independent Non-Executive Director
c)	Initial notification / amendment	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	TEAM plc
b)	LEI	213800EP1CI5ANR7RP18
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification Code	Ordinary Shares of no par value ISIN: JE00BM90BX45
b)	Nature of the transaction(s)	Subscription purchase of Ordinary Shares
c)	Price(s) and volume(s)	Price(s) Volume(s) 20 pence 75,000
d)	Aggregated information -     Aggregated volume -     Price	N/A - single transaction
e)	Date of the transaction	28 March 2024
f)	Place of the transaction	London Stock Exchange, AIM

1.	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	David Turnbull
2.	Reason for the notification
b)	Position / status	Independent Non-Executive Director
c)	Initial notification / amendment	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	TEAM plc
b)	LEI	213800EP1CI5ANR7RP18
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification Code	Ordinary Shares of no par value ISIN: JE00BM90BX45
b)	Nature of the transaction(s)	Subscription purchase of Ordinary Shares
c)	Price(s) and volume(s)	Price(s) Volume(s) 20 pence 50,000
d)	Aggregated information -     Aggregated volume -     Price	N/A - single transaction
e)	Date of the transaction	28 March 2024
f)	Place of the transaction	London Stock Exchange, AIM

 

END