All Things Considered Group PLC Result of Placing and Subscription (4259E)

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THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY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           [phone] 
  AQSE Corporate Adviser and Broker 
  James Sinclair-Ford / Mark Rogers / 
   Freddie Wooding 
   Hugh Rich / Sam Elder 
 
   Alma PR                               [phone] 
  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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June 29, 2023 09:38 ET (13:38 GMT)