NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO OR WITHIN THE UNITED STATES,
AUSTRALIA, NEW ZEALAND, CANADA, SOUTH AFRICA OR JAPAN, OR ANY
MEMBER STATE OF THE EEA, OR ANY OTHER JURISDICTION WHERE, OR TO ANY
OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE A VIOLATION OR
BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE
IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
THIS
ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF
ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 WHICH FORMS
PART OF THE LAWS OF ENGLAND AND WALES PURSUANT TO THE EUROPEAN
UNION (WITHDRAWAL) ACT 2018 ("UK
MAR"). UPON PUBLICATION OF THIS ANNOUNCEMENT THIS INSIDE
INFORMATION IS NOW CONSIDERED TO BE WITHIN THE PUBLIC
DOMAIN.
12 April 2024
Result of WRAP Retail
Offer
Team plc ("TEAM" or the "Company"), the wealth,
asset management and complementary financial services group,
announces the result of the WRAP Retail Offer, which has now
closed.
The Company is pleased to announce that it has
raised gross proceeds of £136,300
at 20 pence per share (the "Issue Price"). The Company confirms it
will issue a total of 681,500 new Ordinary Shares at the Issue
Price pursuant to the WRAP Retail Offer, subject to obtaining
Shareholder approval as detailed below.
In total, the Placing, Subscription and the
WRAP Retail Offer have raised aggregate gross proceeds of
£1,246,300 for the Company, via the Placing and Subscription of
5,550,000 Placing and Subscription Shares and the 681,500 WRAP
Retail Offer Shares.
Completion of the Wrap Retail Offer is
conditional, inter alia,
on the Company obtaining the requisite approvals from Shareholders
at the Company's Annual General Meeting ("AGM"), to be held on 17 April 2024, and
admission of the WRAP Retail Offer Shares to trading on AIM
("Admission"),
which is expected to be effective at 08:00 a.m.
on or around 19 April 2024. Admission of the Placing and
Subscription Shares is expected to be effective on the same
date.
The new Ordinary Shares to be issued pursuant
to the WRAP Retail Offer will be issued free of all liens, charges
and encumbrances and will, on Admission, rank pari passu in all respects with the
new Ordinary Shares to be issued pursuant to the Placing, the
Subscription and the Company's existing Ordinary Shares.
Terms used but not defined in this announcement
have the same meaning as set out in the Company's announcement
released at 07:02 on 28 March 2024.
For further
information, please contact:
Team plc
Mark Clubb, Executive Chair
Matthew Moore, CFO and COO
|
https://www.teamplc.co.uk
+44 1534 877
210
|
Winterflood
Retail Access Platform
Andrew Stancliffe, Phoebe Pankhurst
|
WRAP@winterflood.com
+44 20 3100
0000
|
Hannam &
Partners (Financial Adviser)
Giles Fitzpatrick
|
+44 20 7907
8500
|
Oberon Capital
(Broker)
Adam Pollock, Michael Seabrook, Jessica
Cave
|
+44 20 3179
0500
|
Strand
Hanson (Nominated Adviser)
Richard Johnson, James Spinney, David
Asquith
|
+44 207 409
3494
|
Novella
Communications (Financial Public Relations)
Tim Robertson, Claire de Groot, Safia
Colebrook
|
+44 20 3151
7008
|
|
|
Further information on the Company can be found
on its website at www.teamplc.co.uk.
This announcement should be read in its
entirety. In particular, the information in the "Important Notices" section of the
announcement should be read and understood.
Important
Notices
The content of this announcement, which has
been prepared by and is the sole responsibility of the
Company.
This announcement and the information contained
herein is not for release, publication or distribution, directly or
indirectly, in whole or in part, in or into or from the United
States (including its territories and possessions, any state of the
United States and the District of Columbia (the "United States" or "US")), Australia, Canada, New Zealand,
Japan, the Republic of South Africa, any member state of the EEA or
any other jurisdiction where to do so might constitute a violation
of the relevant laws or regulations of such
jurisdiction.
The WRAP Retail Offer Shares have not been and
will not be registered under the US Securities Act of 1933, as
amended (the "US Securities
Act") or under the applicable state securities laws of the
United States and may not be offered or sold directly or indirectly
in or into the United States. No public offering of the WRAP Retail
Offer Shares is being made in the United States. The WRAP Retail
Offer Shares are being offered and sold outside the United States in
"offshore transactions", as
defined in, and in compliance with, Regulation S under the US
Securities Act ("Regulation
S") to non-US persons (within the meaning of Regulation S).
In addition, the Company has not been, and will not be, registered
under the US Investment Company Act of 1940, as amended.
This announcement does not constitute an offer
to sell or issue or a solicitation of an offer to buy or subscribe
for WRAP Retail Offer Shares in the United States, Australia,
Canada, New Zealand, Japan, the Republic of South Africa, any
member state of the EEA or any other jurisdiction in which such
offer or solicitation is or may be unlawful. No public offer of the
securities referred to herein is being made in any such
jurisdiction.
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 US
Securities Act, 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.
The distribution of this announcement may be
restricted by law in certain jurisdictions and persons into whose
possession any document or other information referred to herein
comes should inform themselves about and observe any such
restriction. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such
jurisdiction.
WRAP is a proprietary technology platform owned
and operated by Winterflood Securities Ltd (registered address at
The Atrium Building, Cannon Bridge, 25 Dowgate, London, EC4R 2GA;
FRN 141455). Winterflood Securities Ltd ("Winterflood") is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting exclusively for the Company and for no-one else and will
not regard any other person (whether or not a recipient of this
announcement) as its client in relation to the WRAP Retail Offer
and will not be responsible to anyone other than the Company for
providing the protections afforded to its clients, nor for
providing advice in connection with the WRAP Retail Offer,
Admission and the other arrangements referred to in this
announcement.
The value of Ordinary Shares and the income
from them is not guaranteed and can fall as well as rise due to
stock market movements. When you sell your investment, you may get
back less than you originally invested. Figures refer to past
performance and past performance is not a reliable indicator of
future results. Returns may increase or decrease as a result of
currency fluctuations.
Certain statements in this announcement are
forward-looking statements which are based on the Company's
expectations, intentions and projections regarding its future
performance, anticipated events or trends and other matters that
are not historical facts. These forward-looking statements, which
may use words such as "aim", "anticipate", "believe", "intend",
"estimate", "expect" and words of similar meaning, include all
matters that are not historical facts. These forward-looking
statements involve risks, assumptions and uncertainties that could
cause the actual results of operations, financial condition,
liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from
the impression created by the forward-looking statements. These
statements are not guarantees of future performance and are subject
to known and unknown risks, uncertainties and other factors that
could cause actual results to differ materially from those
expressed or implied by such forward-looking statements. Given
those risks and uncertainties, prospective investors are cautioned
not to place undue reliance on forward-looking
statements.
These forward-looking statements speak only as
at the date of this announcement and cannot be relied upon as a
guide to future performance. The Company and Winterflood expressly
disclaim any obligation or undertaking to update or revise any
forward-looking statements contained herein to reflect actual
results or any change in the assumptions, conditions or
circumstances on which any such statements are based unless
required to do so by the Financial Conduct Authority, the London
Stock Exchange or applicable law.
The information in this announcement is for
background purposes only and does not purport to be full or
complete. None of Winterflood or any of its affiliates, accepts any
responsibility or liability whatsoever for, or makes any
representation or warranty, express or implied, as to this
announcement, including the truth, accuracy or completeness of the
information in this announcement (or whether any information has
been omitted from the announcement) or any other information
relating to the Company or associated companies, whether written,
oral or in a visual or electronic form, and howsoever transmitted
or made available or for any loss howsoever arising from any use of
the announcement or its contents or otherwise arising in connection
therewith. Winterflood and its affiliates, accordingly disclaim all
and any liability whether arising in tort, contract or otherwise
which they might otherwise be found to have in respect of this
announcement or its contents or otherwise arising in connection
therewith.
Any indication in this announcement of the
price at which the Ordinary Shares have been bought or sold in the
past cannot be relied upon as a guide to future performance.
Persons needing advice should consult an independent financial
adviser. No statement in this announcement is intended to be a
profit forecast and no statement in this announcement should be
interpreted to mean that earnings or target dividend per share of
the Company for the current or future financial years would
necessarily match or exceed the historical published earnings or
dividends per share of the Company.
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) is
incorporated into or forms part of this announcement. The WRAP
Retail Offer Shares to be issued or sold pursuant to the WRAP
Retail Offer will not be admitted to trading on any stock exchange
other than the London Stock Exchange.
It is further noted that the WRAP Retail Offer
was only open to investors in the United Kingdom who fall within
Article 43 of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (which includes an
existing member of the Company).