CMO Group PLC ADMISSION TO TRADING ON AIM FIRST DAY OF DEALINGS (5240E)

TIDMCMO

RNS Number : 5240E

CMO Group PLC

08 July 2021

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, WHOLLY OR IN PART, DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE OR DISTRIBUTE THIS ANNOUNCEMENT.

This announcement is not an offer of securities for sale in the United States or any other jurisdiction. Investors should not subscribe for or purchase any transferable securities referred to in this announcement except on the basis of information in the admission document (the "Admission Document") published by CMO Group PLC (the "Company" and, together with its subsidiary undertakings, the "Group") on 2 July 2021 in connection with the proposed admission of its ordinary shares to trading on the AIM market ("AIM") of the London Stock Exchange plc (the "London Stock Exchange"), ("Admission"). Copies of the Admission Document are available for inspection from the Company's registered office and on the Company's website at https://www.cmogroup.com.

8 July 2021

CMO Group PLC

ADMISSION TO TRADING ON AIM AND FIRST DAY OF DEALINGS

CMO Group PLC ("CMO", the "Company" or the "Group"), the UK's largest online-only retailer of building materials, is pleased to announce the admission of its entire issued and to be issued share capital to trading on the AIM market of the London Stock Exchange. Admission will take place and dealing will commence at 8.00 a.m. today under the ticker CMO and ISIN GB00BMB5Y385.

On 2 July 2021, CMO announced a GBP45 million fundraising which raised GBP27.3 million for the Company and GBP17.7 million for the selling shareholders. At the Placing Price of 132p per share the market capitalisation of the Company will be approximately GBP95 million.

The proceeds attributable to the Company from the fundraising together with its existing cash resources are intended to provide CMO with a long-term funding model; execute on strategic opportunities, both organically and through M&A; reduce debt and restructure the Group's balance sheet thereby providing further flexibility to fund future growth.

The Company's Admission Document is available to view on the Company's website at www.cmogroup.com

Liberum Capital Limited ("Liberum") is acting as Nominated Adviser and Sole Bookrunner in relation to the Admission. GCA Altium is acting as Financial Adviser

 
 Dean Murray, Chief Executive Officer of CMO Group PLC, said: 
  "We are very proud to be marking a landmark day in the history 
  of CMO. The business has grown rapidly taking advantage of its 
  innovative and differentiated model providing today's internet 
  savvy customer with the broadest range of product at highly competitive 
  prices, delivered conveniently and efficiently. A successful 
  completion of our IPO and admission to trading on AIM is an exciting 
  next step on our growth journey. 
  I would like to take this opportunity to thank our team for 
  their support over the years. They have helped to build a brilliant 
  business that is perfectly positioned to continue to thrive and 
  build its share of an enormous marketplace. 
  We are very pleased to welcome a strong blue chip shareholder 
  base who through their investment have endorsed the business 
  by taking a stake in the Company's future. We look forward to 
  working together on this next chapter in the Company's development." 
 
 

Enquiries:

 
 CMO Group PLC                        Via Instinctif 
 Dean Murray, CEO 
 Jonathan Lamb, CFO 
 
 Liberum Capital Limited (Nominated   Tel: [phone] 
  Adviser, Sole Bookrunner) 
 Andrew Godber 
 Lauren Kettle 
 Louis Davies 
 Cara Murphy 
 
 GCA Altium Limited (Financial        Tel: [phone] 
  Adviser) 
 Sam Fuller 
 Katherine Hobbs 
 James Grundy 
 
 Instinctif Partners (Public 
  Relations) 
 Justine Warren                       Tel: [phone] 
 Matthew Smallwood                    Tel: [phone] 
 Rosie Driscoll                       Tel: [phone] 
 

Note to Editors:

Founded in 2008 as Construction Materials Online, CMO is the UK's largest online-only retailer of building materials. The Company is disrupting a GBP27 billion predominantly offline market with a digital first proposition and market leading product choice, supported by high quality customer service and technical expertise.

CMO has created category authority by offering market-leading ranges listing over 75,000 products through its seven specialist websites: Roofingsuperstore.co.uk, Drainagesuperstore.co.uk, Insulationsuperstore.co.uk, Doorsuperstore.co.uk, Tileandfloorsuperstore.co.uk, cmotrade.co.uk and Totaltiles.co.uk.

Its unique digital hybrid service model, developed over more than 10 years, combines specialist advice and expertise tailored to category and customer needs online, to service the next generation of digital natives by bridging the gap between traditional bricks and mortar retailers and pureplay digital retailing. CMO has established trusted partnerships with manufacturers and supply partners across the UK. Its business model is asset light with the majority of products dropshipped directly from the manufacturers to its customers. CMO's aim is to revolutionise the shopping experience of homeowners and tradespeople to become the 'go to' digital retailer of building materials, providing market leading product choice, relevant help and advice, and a personalised customer experience.

IMPORTANT NOTICES:

Liberum Capital Limited ("Liberum") which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for the Company and no-one else in connection with Admission. Liberum will not regard any other person as its client in relation to Admission and will not be responsible to anyone other than the Company for providing the regulatory protections afforded to its clients, nor for providing advice in relation to the contents of this announcement or any transaction, arrangement or other matter referred to herein.

Neither Liberum, nor any of its subsidiary undertakings, affiliates or any of its directors, officers, employees, advisers, agents or any other person accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions contained in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries 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 this announcement or its contents or otherwise arising in connection therewith and any liability therefore is expressly disclaimed.

This announcement is directed only at persons whose ordinary activities involve them in acquiring, holding, managing and disposing of investments (as principal or agent) for the purposes of their business and who have professional experience in matters relating to investments and are: (i) if in a member state of the European Economic Area ("EEA"), Qualified Investors as defined in article 2.1(e) of Directive 2003/71/EC as amended, including by the 2010 Prospectus Directive amending Directive (Directive 2010/73/EC) and to the extent implemented in the relevant member state (the "Prospectus Directive"); (ii) if in the United Kingdom, are Qualified Investors within the meaning of the UK version of the Prospectus Regulation which forms part of domestic law pursuant to the European Union (Withdrawal) Act 2018 and (a) fall within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (b) are persons who fall within article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Order (all such persons together being referred to as "Relevant Persons").

This announcement must not be acted on or relied on by persons who are not Relevant Persons. Persons distributing this announcement must satisfy themselves that it is lawful to do so. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. This announcement does not itself constitute an offer for sale or subscription of any securities in CMO Group PLC.

Neither this announcement nor any copy of it may be taken or transmitted, published or distributed, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, the Republic of Africa, New Zealand, Japan or to any persons in any of those jurisdictions or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. 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.

This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, the securities referred to herein to any person in any jurisdiction, including the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, the Republic of South Africa, New Zealand or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The Placing and the distribution of this announcement and other information in connection with the Placing and Admission in certain jurisdictions may be restricted by law and persons into whose possession this announcement, any document or other information referred to herein comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Neither this announcement nor any part of it nor the fact of its distribution shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.

The securities referred to herein may not be offered or sold, transferred or delivered directly or indirectly, in the United States unless registered under the US Securities Act of 1933, as amended ("US Securities Act") or offered in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act or any other applicable securities laws of the United States and in accordance with any applicable securities laws of any state or other jurisdiction of the United States. The securities referred to herein have not been and will not be registered under the US Securities Act or under the applicable securities laws of Australia, Canada, the Republic of South Africa, New Zealand or Japan. There will be no public offer of the securities referred to herein in the United States, Australia, Canada, the Republic of South Africa, New Zealand or Japan. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada, the Republic of South Africa, New Zealand or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, the Republic of South Africa, New Zealand or Japan.

The securities referred to herein have not been and will not be approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.

Any subscription for or purchase of securities in the proposed Placing should be made solely on the basis of the information contained in Admission Document published by the Company in connection with the Placing and Admission. The information in this announcement is for background purposes only and does not purport to be full or complete. No reliance may or should be placed for any purposes whatsoever on the information contained in this announcement or its accuracy, completeness or fairness. The information in this announcement is subject to change. However, the Company does not undertake to provide the recipient of this announcement with any additional information, or to update this announcement or to correct any inaccuracies, and the distribution of this announcement shall not be deemed to be any form of commitment on the part of the Company to proceed with the Placing or any transaction or arrangement referred to in this announcement. This announcement has not been approved by any competent regulatory authority.

The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.

Certain figures contained in this announcement have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this announcement may not conform exactly with the total figure given.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.

Forward looking statements

Certain statements in this document are or may constitute forward looking statements, including statements about current beliefs and expectations of the Directors. In particular, the words "expect", "anticipate", "estimate", "may", "should", "plan", "intend", "will", "would", "could", "target", "believe" and similar expressions (or in each case their negative and other variations or comparable terminology) can be used to identify forward looking statements. Such forward looking statements are based on the Board's expectations of external conditions and events, current business strategy, plans and the other objectives of management for future operations, and estimates and projections of the Company's financial performance.

Though the Board believes these expectations to be reasonable at the date of this document they may prove to be erroneous. Forward looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, achievements or performance of the Company, or the industry in which the Company operates, to be materially different from any future results, achievements or performance expressed or implied by such forward looking statements.

Any forward looking statement in this document speaks only as of the date it is made. Save as required by law or the AIM Rules, the Company undertakes no obligation to publicly release the results of any revisions to any forward looking statements in this document that may occur due to any change in the Board's expectations or in order to reflect events or circumstances after the date of this document.

Any forward looking statement in this document based on past or current trends and/or activities of the Company should not be taken as a representation or assurance that such trends or activities will continue in the future. No statement in this document is intended to be a profit forecast.

INFORMATION TO DISTRIBUTORS

SOLELY FOR THE PURPOSES OF THE PRODUCT GOVERNANCE REQUIREMENTS CONTAINED WITHIN (A) DIRECTIVE 2014/65/EU ON MARKETS IN FINANCIAL INSTRUMENTS, AS AMED ("MIFID II"); (b) ARTICLES 9 AND 10 OF COMMISSION DELEGATED DIRECTIVE (EU) 2017/593 SUPPLEMENTING MIFID II; AND (C) LOCAL IMPLEMENTING MEASURES (TOGETHER, THE "MIFID II PRODUCT GOVERNANCE REQUIREMENTS"), AND THE PRODUCT GOVERNANCE REQUIREMENTS CONTAINED WITHIN THE FCA HANDBOOK PRODUCT INTERVENTION AND PRODUCT GOVERNANCE SOURCEBOOK (THE "UK PRODUCT GOVERNANCE RULES"), AND DISCLAIMING ALL AND ANY LIABILITY, WHETHER ARISING IN TORT, CONTRACT OR OTHERWISE, WHICH ANY "MANUFACTURER" (FOR THE PURPOSES OF THE MIFID II AND THE UK PRODUCT GOVERNANCE RULES) MAY OTHERWISE HAVE WITH RESPECT THERETO, THE SECURITIES WHICH ARE THE SUBJECT OF THIS ANNOUNCEMENT ("PLACING SHARES") HAVE BEEN SUBJECT TO A PRODUCT APPROVAL PROCESS, WHICH HAS DETERMINED THAT SUCH SECURITIES ARE: (I) COMPATIBLE WITH AN TARGET MARKET OF (A) RETAIL INVESTORS, AS DEFINED IN MIFID II AND REGULATION (EU) NO 2017/565 AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "EUWA") (B) INVESTORS WHO MEET THE CRITERIA OF PROFESSIONAL CLIENTS, AS DEFINED IN MIFID II AND REGULATION (EU) NO 600/2014 AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUWA (C) ELIGIBLE COUNTERPARTIES, AS DEFINED IN MIFID II AND THE FCA'S CONDUCT OF BUSINESS SOURCEBOOK ("COBS"); AND (II) ELIGIBLE FOR DISTRIBUTION THROUGH ALL DISTRIBUTION CHANNELS AS ARE PERMITTED BY MIFID II (THE "TARGET MARKET ASSESSMENT"). NOTWITHSTANDING THE TARGET MARKET ASSESSMENT, DISTRIBUTORS SHOULD NOTE THAT: THE PRICE OF THE PLACING SHARES MAY DECLINE AND INVESTORS COULD LOSE ALL OR PART OF THEIR INVESTMENT; THE PLACING SHARES OFFER NO GUARANTEED INCOME AND NO CAPITAL PROTECTION; AND AN INVESTMENT IN THE PLACING SHARES IS COMPATIBLE ONLY WITH INVESTORS WHO DO NOT NEED A GUARANTEED INCOME OR CAPITAL PROTECTION, 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 ANY CONTRACTUAL, LEGAL OR REGULATORY SELLING RESTRICTIONS IN RELATION TO THE OFFER. FURTHERMORE, IT IS NOTED THAT, NOTWITHSTANDING THE TARGET MARKET ASSESSMENT, THE SOLE BOOKRUNNER 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 COBS; OR (B) A RECOMMATION TO ANY INVESTOR OR GROUP OF INVESTORS TO INVEST IN, OR PURCHASE, OR TAKE ANY OTHER ACTION WHATSOEVER WITH RESPECT TO THE PLACING SHARES.

EACH DISTRIBUTOR IS RESPONSIBLE FOR UNDERTAKING ITS OWN TARGET MARKET ASSESSMENT IN RESPECT OF THE PLACING SHARES AND DETERMINING APPROPRIATE DISTRIBUTION CHANNELS.

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July 08, 2021 02:00 ET (06:00 GMT)