Curtis Banks Group PLC Result of Placing (2828M)

TIDMCBP

RNS Number : 2828M

Curtis Banks Group PLC

26 April 2018

NOT FOR DISTRIBUTION IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS), CANADA, JAPAN, AUSTRALIA OR THE REPUBLIC OF SOUTH AFRICA. THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.

26 April 2018

Result of Placing of 7.1 million ordinary shares in Curtis Banks Group PLC ("Curtis Banks" or the "Company")

Further to the announcement made earlier today in relation to a proposed placing of ordinary shares in Curtis Banks by Chris Banks, Rupert Curtis and Paul Tarran (together, the "Sellers"), the Sellers announce that they have sold approximately 7.1 million ordinary shares (the "Placing Shares") in the Company at 280.25 pence amounting to approximately GBP20 million (the "Placing"). The Placing Shares represent in aggregate approximately 13 per cent of the Company's issued share capital.

The Placing Shares will be split between the Sellers as follows:

 
 Name                Holding        Placing      Holding following       Percentage 
                     prior to      Shares sold      the Placing       holding following 
                    the Placing                                          the Placing 
----------------  -------------  -------------  ------------------  ------------------- 
 Chris Banks*        20,516,743      5,865,601          14,651,142                27.2% 
----------------  -------------  -------------  ------------------  ------------------- 
 Rupert Curtis*       7,347,684        977,600           6,370,084                11.8% 
----------------  -------------  -------------  ------------------  ------------------- 
 Paul Tarran          3,803,758        293,280           3,510,478                 6.5% 
----------------  -------------  -------------  ------------------  ------------------- 
 

*including family holdings

The Sellers including family holdings will continue to hold in aggregate approximately 45.6% of the issued share capital of the Company. The Sellers have agreed to a customary lock-up on their remaining shares which ends 365 days after the completion of the Placing.

The Placing was conducted through an accelerated bookbuild. Peel Hunt LLP (the "Bookrunner") acted as sole bookrunner for the Sellers in connection with the Placing.

The proceeds of the Placing are payable in cash and will be settled on a T+2 basis (unless otherwise agreed with the Bookrunner), and settlement of the Placing is expected to occur on or about 30 April 2018.

The Company is not party to the Placing and, as a result, the Company will not receive any proceeds from the Placing.

For further information contact:

 
 Curtis Banks Group plc              www.curtisbanks.co.uk 
 Rupert Curtis - Chief Executive 
  Officer                              [phone] 
 
 Peel Hunt LLP (Nominated Adviser          [phone] 
  & Broker)                                           8900 
 Guy Wiehahn 
 Alistair Rae 
 Jock Maxwell Macdonald 
 Rory James-Duff 
 
                                           [phone] 
 Camarco (Financial PR)                               4984 
 Ed Gascoigne-Pees 
 Hazel Stevenson 
 

Note to editors:

Curtis Banks administers over 76,000 Self-Invested Pension Schemes, principally SIPPs and SSASs. The Group commenced trading in 2009 and has successfully developed, through a combination of organic growth and acquisitions, into one of the largest UK providers of these products. The Group employs approximately 570 staff in its head office in Bristol and regional offices in Ipswich and Dundee.

For more information - www.curtisbanks.co.uk

Notification of dealing forms:

 
 1     Details of the person discharging managerial 
        responsibilities / person closely associated 
----  ------------------------------------------------------------------------ 
 a)    Name                              Rupert Curtis 
----  --------------------------------  -------------------------------------- 
 2     Reason for the notification 
----  ------------------------------------------------------------------------ 
 a)    Position/status                   Chief Executive Officer 
----  --------------------------------  -------------------------------------- 
 b)    Initial notification              Initial 
        /Amendment 
----  --------------------------------  -------------------------------------- 
 3     Details of the issuer, emission allowance 
        market participant, auction platform, auctioneer 
        or auction monitor 
----  ------------------------------------------------------------------------ 
 a)    Name                              Curtis Banks Plc 
----  --------------------------------  -------------------------------------- 
 b)    LEI                               213800LYP7YTVDXRMP40 
----  --------------------------------  -------------------------------------- 
 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                    Curtis Banks Plc Ordinary 
        the financial                     Shares 0.5p 
        instrument, type 
        of instrument 
---- 
 
       Identification                    GB00BW0D4R71 
        code 
 
 b)    Nature of the                     Sale of 977,600 ordinary shares 
        transaction                       in the Company 
----  --------------------------------  -------------------------------------- 
 c)    Price(s) and volume(s) 
----                                     ------------------  --------------- 
                                           Price              Volume 
----                                      -----------------  --------------- 
                                           280.25p            977,600 
   -------------------------------------  -----------------  --------------- 
 
 d)    Aggregated information 
---- 
  - Aggregated volume               977,600 
 
 
  - Price                           280.25p 
 
 e)    Date of the transaction                            26 April 2018 
----  --------------------------------  -------------------------------------- 
 f)    Place of the transaction          London Stock Exchange, AIM 
                                          Market (XLON) 
----  --------------------------------  -------------------------------------- 
 
 
 1     Details of the person discharging managerial 
        responsibilities / person closely associated 
----  ------------------------------------------------------------------------ 
 a)    Name                              Paul Tarran 
----  --------------------------------  -------------------------------------- 
 2     Reason for the notification 
----  ------------------------------------------------------------------------ 
 a)    Position/status                   Chief Financial Officer 
----  --------------------------------  -------------------------------------- 
 b)    Initial notification              Initial 
        /Amendment 
----  --------------------------------  -------------------------------------- 
 3     Details of the issuer, emission allowance 
        market participant, auction platform, auctioneer 
        or auction monitor 
----  ------------------------------------------------------------------------ 
 a)    Name                              Curtis Banks Plc 
----  --------------------------------  -------------------------------------- 
 b)    LEI                               213800LYP7YTVDXRMP40 
----  --------------------------------  -------------------------------------- 
 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                    Curtis Banks Plc Ordinary 
        the financial                     Shares 0.5p 
        instrument, type 
        of instrument 
---- 
 
       Identification                    GB00BW0D4R71 
        code 
 
 b)    Nature of the                     Sale of 293,280 ordinary shares 
        transaction                       in the Company 
----  --------------------------------  -------------------------------------- 
 c)    Price(s) and volume(s) 
----                                     ------------------  --------------- 
                                           Price              Volume 
----                                      -----------------  --------------- 
                                           280.25p            293,280 
   -------------------------------------  -----------------  --------------- 
 
 d)    Aggregated information 
---- 
  - Aggregated volume               293,280 
 
 
  - Price                           280.25p 
 
 e)    Date of the transaction                            26 April 2018 
----  --------------------------------  -------------------------------------- 
 f)    Place of the transaction          London Stock Exchange, AIM 
                                          Market (XLON) 
----  --------------------------------  -------------------------------------- 
 

DISCLAIMER

This announcement and the information contained herein may not be published, distributed or transmitted, directly or indirectly, in the United States (including its territories and possessions), Canada, Australia, Japan or the Republic of South Africa or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein 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 and the information contained herein are for information purposes only and do not constitute or form part of any offer of securities for sale or a solicitation of an offer to purchase securities in the United States, Australia, Canada, Japan, the Republic of South Africa or any other jurisdiction.

The Placing 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 securities laws of any state or other jurisdiction of the United States, Canada, Australia, the Republic of South Africa or Japan or of any other jurisdiction. The Placing Shares may not be offered or sold in the United States unless registered under the US Securities Act or offered in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act and the securities laws of any relevant state or other jurisdiction of the United States. There will be no public offering of the Placing Shares in the United States or elsewhere.

In the United Kingdom, this announcement is only directed at persons who are qualified investors (as defined below) and (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). This announcement is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. 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.

In member states of the European Economic Area (EEA) which have implemented the Prospectus Directive (each, a "Relevant Member State"), this announcement and any offer if made subsequently is directed exclusively at persons who are "qualified investors" within the meaning of the Prospectus Directive. For these purposes, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.

The distribution of this announcement and the offering or sale of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken that would permit an offering of securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions. No prospectus or offering document has been or will be prepared in connection with the Placing. Any investment decision to buy securities in the Placing must be made solely on the basis of publicly available information. Such information is not the responsibility of and has not been independently verified by the Sellers, Peel Hunt LLP or any of their respective affiliates.

Peel Hunt LLP is authorised and regulated by the Financial Conduct Authority in the United Kingdom. The Bookrunner is acting only for the Seller in connection with the Placing and will not be responsible to anyone other than the Sellers for providing the protections offered to their respective clients nor for providing advice in relation to the Placing or any matters referred to in this announcement.

In connection with any offering of the Placing Shares, Peel Hunt LLP and/or any of its affiliates may take up a portion of the securities in the offering as a principal position and in that capacity may retain, purchase or sell for their own account such securities. Peel Hunt LLP do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.

This information is provided by RNS

The company news service from the London Stock Exchange

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April 26, 2018 09:58 ET (13:58 GMT)