LendInvest Secured Income Offer and admission to trading on AIM (7456E)

TIDMLIV2 TIDMLIV1

RNS Number : 7456E

LendInvest Secured Income

09 July 2021

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION 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 DISTRIBUTE THIS ANNOUNCEMENT.

This announcement is not a prospectus (or prospectus equivalent) and not an offer of securities for sale nor a solicitation of an offer to acquire or a recommendation to sell or buy securities in any jurisdiction, including in or into the United States, Canada, Australia, New Zealand, the Republic of South Africa or Japan.

Neither this announcement, nor anything contained or referred to herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not subscribe for or purchase any ordinary shares in the Company referred to in this announcement except on the basis of information contained in the final admission document ("Admission Document") published by the Company in connection with the placing of new Ordinary Shares ("Placing") and admission of all of its ordinary shares (the "Ordinary Shares") to trading on AIM, a market operated by London Stock Exchange plc. Copies of the Admission Document will be available for inspection on the Company's website at corporate.lendinvest.com, subject to certain exceptions.

9 July 2021

LendInvest plc

(" LendInvest " or the " Company ")

OFFER AND ADMISSION TO TRADING ON AIM

LendInvest plc announces its proposed admission to trading on AIM (the "Admission") and its placing, direct offer and directors' subscription conditional on Admission (the "Offer") of 21,531,722 new Ordinary Shares (the "New Ordinary Shares"), at a price of 186 pence per New Ordinary Share (the "Offer Price").

The Company has applied for Admission and will today publish its Admission Document. The full terms and conditions of the Placing and Admission will be set out in the Admission Document.

Berenberg is acting as Nominated Adviser, Bookrunner and Broker in relation to the Placing and Admission.

Key highlights

-- Based on the Offer Price, the market capitalisation of the Company will be approximately GBP255.6 million on Admission

   --     The Placing attracted strong support from high quality institutional investors 

-- The Offer will raise primary gross proceeds of GBP40.0 million, which will be used to invest in LendInvest's continued growth, through accelerating its technology roadmap and strategically expanding into new property finance product areas

-- Admission and commencement of dealings on AIM are expected to take place at 08:00 a.m. on 14 July 2021 under the ticker LINV

   --     The Company's ISIN is GB00BMC2XX17 and its SEDOL is BMC2XX1 

Rod Lockhart, Chief Executive of LendInvest, commented:

"We are delighted to reach this important milestone. We are very proud of what the team has achieved already but we are also hugely excited about the opportunities we see ahead.

Our differentiated, technology-driven business model makes us uniquely placed to lead the digital disruption of the property finance sector and, in turn, continue attracting deep pools of investor capital to our platform. This IPO will provide us with the resources and flexibility to continue investing in our technology, expand our range of products and enter new segments of the market."

Christian Faes, Founder and Executive Chair of LendInvest, commented:

"It's been an exciting journey building LendInvest over the course of the last 13 years, but there's a real sense amongst the team that we're just getting started. Property finance is one of the biggest markets in financial services, and yet still offers amongst the worst customer experience with offline, archaic processes. LendInvest is changing this.

From a standing start we now have GBP2.8bn FuM, and count some of the world's largest financial institutions as investors. We have achieved this by building a platform that offers speed and certainty to borrowers and intermediaries while offering investors access to an attractive asset class with compelling risk-adjusted returns.

We are thrilled to welcome our new shareholders to the business and look forward to beginning the next stage of our journey."

For further information, please contact:

 
 LendInvest                                  via 
  Christian Faes, Executive Chair             Tulchan Communications 
  Rod Lockhart, Chief Executive Officer       [phone] 
  Michael Evans, Chief Financial Officer 
  Leigh Rimmer, Senior PR Manager 
 
 Berenberg (Nominated Adviser, Bookrunner 
  and Broker) 
  Chris Bowman 
  Alex Reynolds 
  James White 
  Arnav Kapoor 
  Mara Grasso                                [phone] 
 
 Tulchan Communications (Financial PR) 
  Tom Murray 
  Matt Low 
  Misha Bayliss 
  Olivia Lucas                               [phone] 
 

IMPORTANT NOTICES:

LendInvest plc is the ultimate holding company of LendInvest Secured Income plc, which has debt securities admitted to the Official List of the Financial Conduct Authority and are admitted to trading on the main market for listed securities of London Stock Exchange plc.

This announcement does not constitute or form part of any offer for sale or subscription or any solicitation of any offer to buy or subscribe for any securities and neither this announcement nor any part of it forms the basis of or may be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.

The information contained in this announcement is for background purposes only and does not purport to be full or complete, nor does this announcement constitute or form part of any invitation or inducement to engage in investment activity. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. The contents of this announcement are not to be construed as legal, financial or tax advice.

Recipients of this announcement who intend to purchase or subscribe for shares in Company following the publication of the Admission Document are reminded that such purchase or subscription should be made solely on the basis of the information contained in that Admission Document and, if relevant, any supplementary admission document, to be published by Company.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan 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.

The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended or under the securities laws or with any securities regulatory authority of any state or other jurisdiction of the United States, and accordingly may not be offered, sold, pledged or transferred, directly or indirectly, in, into or within the United States. There is no intention to register any portion of any offering in the United States or to conduct a public offering of securities in the United States.

In the United Kingdom, this announcement is being distributed only to, and is directed only at, persons who: (A) (i) are "investment professionals" specified in Article 19(5) of the Financial Services and Markets Act (Financial Promotion) Order 2005 (the "Order") and/or (ii) fall within Article 49(2)(a) to (d) of the Order (and only where the conditions contained in those Articles have been, or will at the relevant time be, satisfied); and (B) are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation (Regulation (EU) 2017/1129) as it forms part of retained EU law as defined in the European Union (Withdrawal) Act 2018 (all such persons together being referred to as "Relevant Persons"). In the European Economic Area (the "EEA"), this announcement is addressed only to and directed only at, persons in member states who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation (Regulation ((EU) 2017/1129)) ("Qualified Investors"). This announcement must not be acted on or relied on (i) in the United Kingdom, by persons who are not Relevant Persons, and (ii) in any member state of the EEA, by persons who are not Qualified Investors. Any investment or investment activity to which this announcement relates is available only to: (i) in the United Kingdom, Relevant Persons; and (ii) in any member state of the EEA, Qualified Investors, and will be engaged in only with such persons.

This announcement must not be acted on or relied on (i) in the United Kingdom, by persons who are not Relevant Persons, and (ii) in any member state of the EEA, by persons who are not Qualified Investors. Any investment or investment activity to which this announcement relates is available only to: (i) in the United Kingdom, Relevant Persons; and (ii) in any member state of the EEA, Qualified Investors, and will be engaged in only with such persons.

This announcement contains statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond the control of the Company and its subsidiary undertakings (the "Group") and all of which are based on the Directors' current beliefs and expectations about future events. In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including, without limitation, the terms "anticipates", "believes", "could", "envisages", "estimates", "expects", "intends", "may", "plans", "projects", "should", "will" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements relate to matters that are not historical facts. They appear in a number of places throughout this announcement and include statements regarding the intentions, beliefs and current expectations of the Company or the Directors concerning, among other things, the results of operations, financial condition, liquidity, prospects, growth and strategies of the Company and the industry in which the Group operates. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. The actual results, performance or achievements of the Group or developments in the industry in which the Group operates may differ materially from the future results, performance or achievements or industry developments expressed or implied by the forward-looking statements contained in this announcement.

These forward-looking statements and other statements contained in this announcement regarding matters that are not historical facts involve predictions. No assurance can be given that such future results will be achieved; actual events or results may differ materially as a result of risks and uncertainties facing the Group. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed or implied in such forward-looking statements.

Each of the Company and Joh. Berenberg, Gossler & Co. KG, London Branch, and their respective affiliates, expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statements contained in this announcement and disclaims any obligation to update its view of any risks or uncertainties described herein or to publicly announce the results of any revisions to the forward-looking statements made in this announcement, whether as a result of new information, future developments or otherwise, except as required by law.

Certain figures contained in this announcement, including financial information, 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.

The anticipated timetable for Admission, including the publication of the Admission Document and/or the date of Admission, may be influenced by a range of circumstances such as market conditions. There is no guarantee that the Admission Document will be published or that Admission will occur. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all or part of the amount invested. Persons considering making such an investment should consult an authorised person specialising in advising on such investments.

This announcement does not constitute a recommendation concerning Admission or the Ordinary Shares. The value of Ordinary Shares and the income from them is not guaranteed and can fall as well as rise due to stock market and currency movements. On any sale of an investment an investor may get back less than he or she originally invested. Potential investors should consult a professional adviser as to the suitability of the Ordinary Shares for the person concerned before making any investment decision. Past performance cannot be relied upon as a guide to future performance.

Neither Joh. Berenberg, Gossler & Co. KG, London Branch, nor any of its affiliates, directors, officers or employees, advisers, agents or any other person accepts any responsibility or liability whatsoever for the contents of, or makes any representations or warranties, express or implied, as to the accuracy, fairness or completeness of the information presented or contained in this announcement (or whether any information has been omitted from this announcement) or any other information relating to the Company, its subsidiaries and their 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. Accordingly, Joh. Berenberg, Gossler & Co. KG, London Branch and its affiliates, directors, officers or employees, and any other person acting on their behalf expressly disclaims, to the fullest extent possible, any and all liability whatsoever for any loss howsoever arising from, or in reliance upon, the whole or any part of the contents of this announcement, whether in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith.

Joh. Berenberg, Gossler & Co. KG, London Branch is acting exclusively for the Company and no-one else in connection with the possible Admission. They will not regard any other person as their respective clients in relation to the possible Admission and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the possible Admission, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

Joh. Berenberg, Gossler & Co. KG, London Branch is authorised and regulated by the German Federal Financial Supervisory Authority and is deemed authorised under the Temporary Permissions Regime and subject to limited regulation by the FCA in the United Kingdom.

In connection with the Placing, Joh. Berenberg, Gossler & Co. KG, London Branch and any of its affiliates may take up a portion of the Ordinary Shares as a principal position and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Ordinary Shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references in the Admission Document, once published, to the Ordinary Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by Joh. Berenberg, Gossler & Co. KG, London Branch and any of its affiliates acting in such capacity. In addition, Joh. Berenberg, Gossler & Co. KG, London Branch and any of its affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which they may from time to time acquire, hold or dispose of Ordinary Shares. Neither Joh. Berenberg, Gossler & Co. KG, London Branch nor any of its affiliates intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

For the avoidance of doubt, the contents of the Company's website are not incorporated by reference into, and do not form part of, this announcement.

Information to Distributors

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Ordinary Shares have been subject to a product approval process, which has determined that the Ordinary Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each defined in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, "distributors" (for the purposes of the UK Product Governance Requirements) 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 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 Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Joh. Berenberg, Gossler & Co. KG, London Branch 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 Chapters 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; 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 Ordinary Shares and determining appropriate distribution channels.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [e-mail] or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

END

AIMGRGDRLDGDGBC

(END) Dow Jones Newswires

July 09, 2021 03:30 ET (07:30 GMT)