TIDMATC
RNS Number : 4259E
All Things Considered Group PLC
29 June 2023
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE
UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY
STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA
(COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN ALL THINGS CONSIDERED 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 ALL
THINGS CONSIDERED GROUP PLC.
This Announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014 as retained as part of UK
law by virtue of the European Union (Withdrawal) Act 2018 as
amended. Upon the publication of this Announcement, this inside
information is now considered to be in the public domain.
29 June 2023
All Things Considered Group plc
("ATC", the "Company" or the "Group")
Result of Placing and Subscription
Director/PDMR Shareholding
All Things Considered Group plc is pleased to announce that,
further to the Company's announcement released yesterday at 18.00
p.m. (the "Launch Announcement"), the Bookbuild has closed and the
Company has conditionally raised GBP4.18 million in aggregate
before expenses through the placing of 2,843,241 Placing Shares at
the Issue Price, being 92.5 pence per New Ordinary Share, and a
subscription of 1,675,674 Subscription Shares at the Issue
Price.
The Placing Shares and Subscription Shares (together, the "New
Ordinary Shares"), when issued, will represent in aggregate
approximately 32.04 per cent. of the Company's enlarged issued
share capital. The Issue Price of 92.5 pence per New Ordinary Share
is equal to the closing mid-market price of 92.5 pence per Existing
Ordinary Share on 27 June 2023, being the latest practicable date
prior to the publication of the Launch Announcement.
Neither the Placing nor the Subscription are being
underwritten.
The New Ordinary Shares will, when issued, be credited as fully
paid and will rank pari passu in all respects with the other
Existing Ordinary Shares in issue, including all rights to all
dividends and other distributions declared, made or paid after the
date of issue.
Application will be made for the New Ordinary Shares to be
admitted to trading on the AQSE Growth Market ("Admission"). It is
expected that Admission will take place at 8.00 a.m. on or around
19 July 2023.
The Fundraise is conditional on, inter alia, the Placing and
Subscription Agreement becoming unconditional and not being
terminated in accordance with its terms and the Resolutions
required to implement the Fundraising being duly passed by the
shareholders of the Company at the General Meeting proposed to be
held at the offices of the Company, The Hat Factory 166-168 Camden
Street, London NW1 9PT, at 9.30 a.m. on 17 July 2023 and Admission
becoming effective.
Related Party Transactions
Schroder Investment Management ("Schroder"), a Substantial
Shareholder of the Company (as defined by the Aquis Growth Market
Access Rulebook), has conditionally participated in the Placing for
1,459,459 Placing Shares at the Issue Price pursuant to the
Fundraise, totalling GBP1,350,000. Schroder currently holds an
interest in 11.16% of the Company's currently issued Ordinary
Shares and their participation in the Placing is a related party
transaction pursuant to the Aquis Growth Market Access Rulebook.
Upon Admission, Schroder is expected to hold an interest in 17.94
per cent. of the Company's Ordinary Shares. The directors of the
Company, having exercised reasonable care, skill and diligence,
believe that the transaction is fair and reasonable as far as the
shareholders of the Company are concerned.
Craig Newman, a director of the Company (Executive Co-Chair),
has conditionally subscribed for 324,324 Subscription Shares at the
Issue Price pursuant to the Fundraise, totalling GBP300,000. Craig
Newman currently holds an interest in 11.19% of the Company's
currently issued Ordinary Shares and his participation in the
Subscription is a related party transaction pursuant to the Aquis
Growth Market Access Rulebook. Upon Admission, Mr Newman is
expected to hold an interest in 9.90 per cent. of the Company's
Ordinary Shares. The directors of the Company (other than Craig
Newman), having exercised reasonable care, skill and diligence,
believe that the transaction is fair and reasonable as far as the
shareholders of the Company are concerned.
Unless otherwise defined, all capitalised terms used but not
defined in this announcement shall have the meaning as given to
them in the Launch Announcement.
For more information, please contact:
ATC Group Via Alma PR
Adam Driscoll, CEO
Rameses Villanueva, CFO
Panmure Gordon (UK) Limited +44 (0)207 886 2500
AQSE Corporate Adviser and Broker
James Sinclair-Ford / Mark Rogers /
Freddie Wooding
Hugh Rich / Sam Elder
Alma PR +44(0)20 3405 0205
Financial PR
Hilary Buchanan / Justine James
Notification and public disclosure of transactions by persons
discharging managerial responsibilities and persons closely
associated with them.
1. Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Craig Newman
------------------------------- --------------------------------------
2. Reason for the Notification
-----------------------------------------------------------------------
a) Position/status Executive Co-Chair
------------------------------- --------------------------------------
b) Initial notification/Amendment Initial notification
------------------------------- --------------------------------------
3. Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-----------------------------------------------------------------------
a) Name All Things Considered Group plc
------------------------------- --------------------------------------
b) LEI 213800LC7EIESF7IXT53
------------------------------- --------------------------------------
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 Ordinary Shares of 0.01 pence
of the Financial each
instrument,
type of instrument
Identification GB00BM9CMX71
code
------------------------------- --------------------------------------
b) Nature of the Purchase of Ordinary Shares
transaction
------------------------------- --------------------------------------
c) Price(s) and Price(s) Volume(s)
volume(s) 92.5p 324,324
----------
------------------------------- --------------------------------------
d) Aggregated N/A Single transaction
information:
* Aggregated volume
* Price
------------------------------- --------------------------------------
e) Date of the 29 June 2023
transaction
------------------------------- --------------------------------------
f) Place of the Aquis Stock Exchange
transaction
------------------------------- --------------------------------------
IMPORTANT NOTICES
IMPORTANT NOTICE
Notice to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended and as this is applied in the
United Kingdom ("MiFID II"); (b) Articles 9 and 10 of Commission
Delegated Directive (EU) 2017/593 supplementing MiFID II and
Regulation (EU) No 600/2014 of the European Parliament, as they
form part of UK law by virtue of the European Union (Withdrawal)
Act 2018, as amended; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the MiFID II Product Governance Requirements) may otherwise have
with respect thereto, the Ordinary Shares have been subject to a
product approval process, which has determined that such securities
are: (i) compatible with an end target market of retail investors
who do not need a guaranteed income or capital protection and
investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii)
eligible for distribution through all distribution channels as are
permitted by MiFID II (the "Target Market Assessment"). The
Ordinary Shares are not appropriate for a target market of
investors whose objectives include no capital loss. Notwithstanding
the Target Market Assessment, distributors should note that: the
price of the Ordinary Shares may decline and investors could lose
all or part of their investment; the
Ordinary Shares offer no guaranteed income and no capital
protection; and an investment in the Ordinary Shares is compatible
only with investors who do not need a guaranteed income or capital
projection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Fundraise. Furthermore, it is noted that, notwithstanding
the Target Market Assessment, Panmure Gordon will only procure
investors who meet the criteria of professional clients and
eligible counterparties. For the avoidance of doubt, the Target
Market Assessment does not constitute: (a) an assessment of
suitability or appropriateness for the purposes of MiFID II; or (b)
a recommendation to any investor or group of investors to invest
in, or purchase, or take any other action whatsoever with respect
to the Ordinary Shares. Each distributor is responsible for
undertaking its own target market assessment in respect of the
shares and determining appropriate distribution channels .
Forward Looking Statements
This announcement includes statements that are, or may be deemed
to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates", "plans",
"anticipates", "targets", "aims", "continues", "expects",
"intends", "hopes", "may", "will", "would", "could" or "should" or,
in each case, their negative or other variations or comparable
terminology. These forward-looking statements include matters that
are not facts. They appear in a number of places throughout this
announcement and include statements regarding the Directors'
beliefs or current expectations. By their nature, forward-looking
statements involve risk and uncertainty because they relate to
future events and circumstances. Investors should not place undue
reliance on forward-looking statements, which speak only as of the
date of this announcement.
Notice to overseas persons
This announcement does not constitute, or form part of, a
prospectus relating to the Company, nor does it constitute or
contain any invitation or offer to any person, or any public offer,
to subscribe for, purchase or otherwise acquire any shares in the
Company or advise persons to do so in any jurisdiction, nor shall
it, or any part of it form the basis of or be relied on in
connection with any contract or as an inducement to enter into any
contract or commitment with the Company.
This announcement is not for release, publication or
distribution, in whole or in part, directly or indirectly, in or
into Australia, Canada, Japan or the Republic of South Africa or
any jurisdiction into which the publication or distribution would
be unlawful. This announcement is for information purposes only and
does not constitute an offer to sell or issue or the solicitation
of an offer to buy or acquire shares in the capital of the Company
in Australia, Canada, Japan, New Zealand, the Republic of South
Africa or any jurisdiction in which such offer or solicitation
would be unlawful or require preparation of any prospectus or other
offer documentation or would be unlawful prior to registration,
exemption from registration or qualification under the securities
laws of any such jurisdiction. Persons into whose possession this
announcement comes are required by the Company to inform themselves
about, and to observe, such restrictions.
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This announcement is not an offer of securities for sale into the
United States. The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933, as
amended, and may not be offered or sold in the United States,
except pursuant to an applicable exemption from registration. No
public offering of securities is being made in the United
States.
General
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) or any previous
announcement made by the Company is incorporated into, or forms
part of, this announcement.
Panmure Gordon, which is authorised and regulated by the FCA in
the United Kingdom, is acting as Corporate Adviser and Broker to
the Company in connection with the Placing. Panmure Gordon will not
be responsible to any person other than the Company for providing
the protections afforded to clients of Panmure Gordon or for
providing advice to any other person in connection with the
Fundraise. Panmure Gordon has not authorised the contents of, or
any part of, this announcement, and no liability whatsoever is
accepted by Panmure Gordon for the accuracy of any information or
opinions contained in this announcement or for the omission of any
material information, save that nothing shall limit the liability
of Panmure Gordon for its own fraud.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended and as this is applied in the
United Kingdom ("MiFID II"); (b) Articles 9 and 10 of Commission
Delegated Directive (EU) 2017/593 supplementing MiFID II and
Regulation (EU) No 600/2014 of the European Parliament, as they
form part of UK law by virtue of the European Union (Withdrawal)
Act 2018, as amended; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the MiFID II Product Governance Requirements) may otherwise have
with respect thereto, the Ordinary Shares have been subject to a
product approval process, which has determined that such securities
are: (i) compatible with an end target market of retail investors
who do not need a guaranteed income or capital protection and
investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii)
eligible for distribution through all distribution channels as are
permitted by MiFID II (the "Target Market Assessment"). The
Ordinary Shares are not appropriate for a target market of
investors whose objectives include no capital loss. Notwithstanding
the Target Market Assessment, distributors should note that: the
price of the Ordinary Shares may decline and investors could lose
all or part of their investment; the Ordinary Shares offer no
guaranteed income and no capital protection; and an investment in
the Ordinary Shares is compatible only with investors who do not
need a guaranteed income or capital projection, who (either alone
or in conjunction with an appropriate financial or other adviser)
are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The Target Market Assessment is
without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Fundraise.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, Panmure Gordon will only procure investors who meet the
criteria of professional clients and eligible counterparties. For
the avoidance of doubt, the Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for
the purposes of MiFID II; or (b) a recommendation to any investor
or group of investors to invest in, or purchase, or take any other
action whatsoever with respect to the Ordinary Shares. Each
distributor is responsible for undertaking its own target market
assessment in respect of the shares and determining appropriate
distribution channels .
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END
NEXXKLFLXQLXBBQ
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June 29, 2023 09:38 ET (13:38 GMT)
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