NORMAN BROADBENT PLC
DISSEMINATION OF A REGULATORY ANNOUNCEMENT THAT CONTAINS INSIDE INFORMATION
ACCORDING TO REGULATION (EU) NO 596/2014 (MAR).
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN
OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR
OTHERWISE ACQUIRE ANY NEW ORDINARY SHARES OF NORMAN BROADBENT PLC IN ANY
JURISIDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. PLEASE
SEE THE IMPORTANT NOTICE LATER IN THIS ANNOUNCEMENT.
1 September 2016
Norman Broadbent plc
("Norman Broadbent" or the "Company")
Results of subscription
Conditional subscription to raise approximately £2.3m
Further to the announcement made yesterday, Norman Broadbent (AIM: NBB), a
leading provider of senior and board executive search, senior interim,
mezzanine level recruitment solutions and leadership consultancy & assessment
services, is pleased to announce a conditional subscription (the "Subscription
") of 24,216,833 new ordinary shares (the "Subscription Shares") to raise a
total of approximately £2.3 million (before expenses). All Subscription Shares
have been subscribed for at a price of 9.5 pence per Subscription Share (the "
Subscription Price").
The Subscription is conditional upon, inter alia, the approval of shareholders,
at a general meeting of the Company (the "General Meeting") to be held on 19
September 2016, of resolutions to provide authority to the Directors to issue
and allot further new ordinary shares otherwise than on a non-pre-emptive basis
(the "Resolutions"), further details of which are set out below.
The Directors have irrevocably undertaken to vote in favour of the Resolutions
in respect of their aggregate beneficial holdings of 308,285 ordinary shares
representing approximately 1.77 per cent. of the Company's existing ordinary
shares currently in issue. In addition, Downing LLP, Jon Moulton and Pierce
Casey have irrevocably undertaken to vote in favour of the Resolutions in
respect of their aggregate beneficial holdings of 11,735,251 Ordinary Shares
representing approximately 67.4 per cent. of the Company's existing ordinary
shares currently in issue.
A number of the Company's significant shareholders have participated in the
Subscription, in addition to new institutional investors. Certain of the
directors of the Company (the "Directors") have participated in the
Subscription, to subscribe, in aggregate, for 736,841 Subscription Shares at a
cost of approximately £70,000. In addition, a number of the employees of the
Company and its subsidiaries (collectively the "Group") have participated in
the Subscription.
It is intended that the net proceeds of the Subscription, which will be a total
of approximately £2.2 million, will be predominantly used to: (ii) progress the
hiring of additional staff across the Group; (ii) repay secured loan notes
which bear interest at 12 per cent. per annum (£350,000); and (iii) for general
working capital purposes.
Further details regarding the background to and reasons for the Subscription,
proposed Board changes and other matters can be found in the Company's
announcement made yesterday and in a circular (the "Circular") which includes a
notice convening the General Meeting that will be posted tomorrow. This
announcement should be read in conjunction with the full text of the Circular.
Details of the Subscription
The Company currently has limited authority to issue new ordinary shares for
cash on a non-pre-emptive basis. The Subscription is therefore conditional
upon, inter alia, the passing of the Resolutions (granting the Directors
authority to issue and allot new ordinary shares otherwise than on a
non-pre-emptive basis) to be put to shareholders at the General Meeting on 19
September 2016, whereby such authority will be utilised by the Directors to
enable completion of the Subscription. Application will be made for the
Subscription Shares to be admitted to trading on AIM and it is expected that
Admission will take place on or around 20 September 2016.
Provided that the Resolutions are approved at the General Meeting, once
completed the Subscription as a whole would result in the issue of 24,216,833
new ordinary shares, representing, in aggregate, approximately 58.2 per cent.
of the Company's issued ordinary share capital as enlarged by the Subscription.
The Subscription is not being made on a pre-emptive basis and existing
Shareholders will not have the right to participate in the Subscription.
Existing Shareholders who have not participated in the Subscription will suffer
a dilution of approximately 58 per cent. to their interests in the Company. The
Subscription is not being underwritten.
The Subscription Shares, when duly issued and fully paid, will rank pari passu
in all respects with the Company's existing ordinary shares, including the
right to all dividends or other distributions declared, made or paid after the
date of issue of the Subscription Shares.
The Subscription Price represents the closing middle market price of an
ordinary share of 9.5 pence on 30 August 2016, being the latest practicable
closing price prior to the Company's announcement regarding its intention to
perform the Subscription.
Director and significant shareholder participation and related party
transactions
Significant shareholdings
Insofar as the Company is aware, the issue of the Subscription Shares will
result in the following changes to the Company's significant shareholders (as
defined in the AIM Rules):
Name of Current Number of Interest in Percentage of
Subscriber interest in Subscription Ordinary Shares voting rights
Ordinary Shares Shares upon Admission in the Company
upon Admission
Downing LLP 4,271,533 6,315,789 10,587,322 25.43%
Jon Moulton 3,781,476 2,285,263 6,066,739 14.57%
Pierce Casey 3,682,242 2,105,263 5,787,505 13.90%
Ennismore Fund 1,138,203 6,315,789 7,453,992 17.90%
Management
Limited
Miton Group - 2,631,578 2,631,578 6.32%
PLC
City Financial - 2,631,578 2,631,578 6.32%
Investment
Company
Limited
Director participation
Directors Mike Brennan, James Webber and Brian Stephens are participating in
the Subscription on identical terms to the other subscribers. Mike Brennan,
James Webber and Brian Stephens have agreed to subscribe, in aggregate, for
736,841 Subscription Shares at a cost of approximately £70,000.
Further details of these Directors' participation in the Subscription can be
found below:
Director Current Number of Interest in Percentage of
interest in Subscription Ordinary Shares voting rights
Ordinary Shares Shares upon Admission in the Company
upon Admission
Mike Brennan 90,000 526,315 616,315 1.48%
James Webber 40,000 105,263 145,263 0.35%
Brian Stephens 12,692 105,263 117,955 0.28%
Notification and public disclosure of transactions by persons discharging
managerial responsibilities and persons closely associated with them in
accordance with the requirements of the EU Market Abuse Regulation can be found
further below within this announcement.
In addition, a number of the Group's employees have agreed to subscribe, in
aggregate, for 321,050 Subscription Shares at a cost of approximately £30,500.
Related party transactions
Due to the fact that Mike Brennan, James Webber and Brian Stephens are
Directors of the Company and the size of their Subscription participations, the
participation by Mike Brennan, James Webber and Brian Stephens in the
Subscription constitutes a related party transaction pursuant to Rule 13 of the
AIM Rules. The participations in the Subscription of Downing LLP, Jon Moulton
and Pierce Casey are also related party transactions pursuant to Rule 13 of the
AIM Rules, due to Downing LLP, Jon Moulton and Pierce Casey being deemed to be
substantial shareholders pursuant to the AIM Rules and the size of the
subscription participations. The Directors other than Mike Brennan, James
Webber and Brian Stephens, having consulted with Allenby Capital Limited, the
Company's nominated adviser, consider that the terms of the participation by
Mike Brennan, James Webber, Brian Stephens, Downing LLP, Jon Moulton and Pierce
Casey in the Subscription are fair and reasonable insofar as the Company's
Shareholders are concerned.
General Meeting and Circular
A General Meeting of the Company is to be convened to be held at the East India
Club, 16 St James's Square, London SW1Y 4LH at 10:00 a.m. on 19 September 2016.
The Resolutions to be proposed at the General Meeting are as follows:
1. an ordinary resolution to give the Directors' general authority, pursuant
to section 551 of the Act, to allot equity securities of an aggregate
nominal amount of £242,169 (being equal to 24,216,900 Ordinary Shares
pursuant to the Subscription), prior to the Company's next annual general
meeting in 2017, in addition to all previous powers granted to them; and
1. a special resolution, pursuant to section 570 of the Act, to empower the
Directors to disapply statutory pre-emption rights over equity securities
provided that this authority and power shall be limited to the allotment,
in aggregate, of 24,216,833 Ordinary Shares in connection with the
Subscription prior to the Company's next annual general meeting in 2017, in
addition to all previous powers granted to them.
Details regarding the Subscription, the background to and reasons for the
Subscription, proposed Board changes, the Resolutions and the General Meeting
and other matters will be contained within the Circular (which includes a
notice convening the General Meeting), which is being posted to Shareholders
tomorrow and will also be made available to view tomorrow on the Company's
website, www.normanbroadbent.com.
Total Voting Rights
Upon Admission, following the issue of the Subscription Shares, the Company's
issued ordinary share capital will consist of 41,633,320 ordinary shares, with
one voting right each. The Company does not hold any ordinary shares in
treasury. Therefore upon Admission the total number of ordinary shares and
voting rights in the Company will be 41,633,320. With effect from Admission,
this figure may be used by shareholders in the Company 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 share capital of the
Company under the Financial Conduct Authority's Disclosure and Transparency
Rules.
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 Mike Brennan
2 Reason for the notification
a) Position/status Director, Group Chief Executive Officer
b) Initial notification / Initial notification
Amendment
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
a) Name Norman Broadbent plc
b) LEI Not available
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 Ordinary shares of 1p each in Norman
financial instrument, Broadbent plc
type of instrument
Identification code Identification code (ISIN) for Norman
Broadbent plc ordinary shares: GB00B3VF4Y66
b) Nature of the Purchase of shares
transaction
c) Price(s) and volume(s) Price(s) Volume(s)
9.5 pence per 526,315
ordinary share ordinary shares
purchased
d) Aggregated information Single transaction as in 4 c) above
- Aggregated volume
- Price Price(s) Volume(s)
9.5 pence per 526,315
ordinary share ordinary shares
purchased
e) Date of the transaction 31 August 2016
f) Place of the Outside a Trading Venue - conditional issue
transaction of new ordinary shares
1 Details of the person discharging managerial responsibilities /
person closely associated
a) Name James Webber
2 Reason for the notification
a) Position/status Director, Chief Financial Officer
b) Initial notification / Initial notification
Amendment
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
a) Name Norman Broadbent plc
b) LEI Not available
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 Ordinary shares of 1p each in Norman
financial instrument, Broadbent plc
type of instrument
Identification code Identification code (ISIN) for Norman
Broadbent plc ordinary shares: GB00B3VF4Y66
b) Nature of the Purchase of shares
transaction
c) Price(s) and volume(s) Price(s) Volume(s)
9.5 pence per 105,263
ordinary share ordinary shares
purchased
d) Aggregated information Single transaction as in 4 c) above
- Aggregated volume
- Price Price(s) Volume(s)
9.5 pence per 105,263
ordinary share ordinary shares
purchased
e) Date of the transaction 31 August 2016
f) Place of the Outside a Trading Venue - conditional issue
transaction of new ordinary shares
1 Details of the person discharging managerial responsibilities /
person closely associated
a) Name Brian Stephens
2 Reason for the notification
a) Position/status Director, Non-Executive Director
b) Initial notification / Initial notification
Amendment
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
a) Name Norman Broadbent plc
b) LEI Not available
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 Ordinary shares of 1p each in Norman
financial instrument, Broadbent plc
type of instrument
Identification code Identification code (ISIN) for Norman
Broadbent plc ordinary shares: GB00B3VF4Y66
b) Nature of the Purchase of shares
transaction
c) Price(s) and volume(s) Price(s) Volume(s)
9.5 pence per 105,263
ordinary share ordinary shares
purchased
d) Aggregated information Single transaction as in 4 c) above
- Aggregated volume
- Price Price(s) Volume(s)
9.5 pence per 105,263
ordinary share ordinary shares
purchased
e) Date of the transaction 31 August 2016
f) Place of the Outside a Trading Venue - conditional issue
transaction of new ordinary shares
1 Details of the person discharging managerial responsibilities /
person closely associated
a) Name Johan Griesel
2 Reason for the notification
a) Position/status Financial Controller
b) Initial notification / Initial notification
Amendment
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
a) Name Norman Broadbent plc
b) LEI Not available
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 Ordinary shares of 1p each in Norman
financial instrument, Broadbent plc
type of instrument
Identification code Identification code (ISIN) for Norman
Broadbent plc ordinary shares: GB00B3VF4Y66
b) Nature of the Purchase of shares
transaction
c) Price(s) and volume(s) Price(s) Volume(s)
9.5 pence per 21,052 ordinary
ordinary share shares
purchased
d) Aggregated information Single transaction as in 4 c) above
- Aggregated volume
- Price Price(s) Volume(s)
9.5 pence per 21,052 ordinary
ordinary share shares
purchased
e) Date of the transaction 31 August 2016
f) Place of the Outside a Trading Venue - conditional issue
transaction of new ordinary shares
For further information, please contact:
Norman Broadbent plc
Scanes Bentley/Mike Brennan/James Webber
020 7484 0000
Allenby Capital
Nick Naylor/Alex Brearley/Liz
Kirchner 020 3328 5656
For further information visit www.normanbroadbent.com
Important notice
Neither the contents of the Company's website nor the contents of any website
accessible from hyperlinks on the Company's website (or any other website) is
incorporated into, or forms part of, this announcement.
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.
The content of this announcement has not been approved by an authorised person
within the meaning of the Financial Services and Markets Act 2000 ("FSMA").
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 (the "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. This announcement is not for release, publication or distribution,
directly or indirectly, in or into the United States, Australia, Canada, the
Republic of South Africa, Japan or any jurisdiction where to do so might
constitute a violation of local securities laws or regulations (a "Prohibited
Jurisdiction"). This announcement and the information contained herein are not
for release, publication or distribution, directly or indirectly, to persons in
a Prohibited Jurisdiction unless permitted pursuant to an exemption under the
relevant local law or regulation in any such jurisdiction. This announcement
has been issued by and is the sole responsibility of the Company.
Allenby Capital Limited is acting solely as nominated adviser and broker
exclusively for the Company and no one else in connection with the contents of
this announcement and will not regard any other person (whether or not a
recipient of this announcement) as its client in relation to the contents of
this announcement nor will it be responsible to anyone other than the Company
for providing the protections afforded to its clients or for providing advice
in relation to the contents of this announcement. Apart from the
responsibilities and liabilities, if any, which may be imposed on Allenby
Capital Limited by FSMA or the regulatory regime established thereunder,
Allenby Capital Limited accepts no responsibility whatsoever, and makes no
representation or warranty, express or implied, for the contents of this
announcement including its accuracy, completeness or verification or for any
other statement made or purported to be made by it, or on behalf of it, the
Company or any other person, in connection with the Company and the contents of
this announcement, whether as to the past or the future. Allenby Capital
Limited accordingly disclaims all and any liability whatsoever, whether arising
in tort, contract or otherwise (save as referred to above), which it might
otherwise have in respect of the contents of this announcement or any such
statement.
--ENDS--
NORMAN BROADBENT : Results of subscription
September 01, 2016 at 08:18 am EDT
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© PRNewswire - 2016
