RBG Holdings PLC Completion of acquisition (2699A)

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RNS Number : 2699A

RBG Holdings PLC

28 May 2021

28 May 2021

RBG Holdings plc

("RBG" or the "Group")

Completion of acquisition

RBG Holdings plc (AIM: RBGP), the professional services group, is pleased to confirm that, further to the announcement of 20 April 2021, the Group has today completed the acquisition of the business of Memery Crystal LLP ("Memery Crystal"), having received regulatory approval ("Completion").

As previously announced, RBG has agreed to acquire Memery Crystal for total consideration of GBP30.0 million comprising GBP12 million in cash and GBP11.2 million in RBG shares due on Completion, together with a further, GBP6.8 million in cash deferred over two payments on the sixth and 12-month anniversary of completion ("Consideration").

In order to satisfy the portion of the Consideration due in RBG shares, the Company will issue 9,739,130 new ordinary shares of 0.2 pence each ("Consideration Shares"), representing a deemed price per Consideration Share of GBP1.15 pence (being the volume weighted average mid-market price of RBG shares in the five business days prior to exchange of contracts, being 20 April 2021).

The Consideration Shares are subject to a lock-in agreement including a prohibition on transfer spanning an initial period from Completion of the acquisition to the second anniversary of Completion (being 28 May 2023), followed by a further one-year period to the third anniversary of Completion (28 May 2024), whereby any shares being transferred are subject to certain restrictions.

It is expected that admission of the 9,739,130 Consideration Shares to AIM ("Admission") will occur and that dealings will commence at 8.00 a.m. on 2 June 2021. The Consideration Shares will rank pari passu with the existing ordinary shares in the Group.

Following Admission of the Consideration Shares, the Group will have 95,331,236 Ordinary Shares in issue and no Ordinary Shares in treasury. Therefore, the total voting rights in RBG will be 95,331,236.

This figure may be used by shareholders as the denominator for the calculation by which they may determine if they are required to notify their interest in, or change to their interest in, the Group under the FCA's Disclosure Guidance and Transparency Rules.

Enquiries:

 
 RBG Holdings plc                        Via SEC Newgate 
  Nicola Foulston, CEO 
 N+1 Singer (Nomad and Broker)          Tel: [phone] 
  Shaun Dobson / Alex Bond (Corporate 
  Finance) 
  Tom Salvesen (Corporate Broking) 
 SEC Newgate (for media enquiries)      Tel: [phone] 
  Robin Tozer/Tom Carnegie               [e-mail] 
 

About RBG Holdings plc

RBG Holdings plc is a professional services group, which includes one of the UK's pioneering law firms, Rosenblatt Limited ("RBL"), which is a leader in dispute resolution.

RBL provides a range of legal services to its diversified client base, which includes companies, banks, entrepreneurs, and individuals. Complementing this is RBL's increasingly international footprint, advising on complex cross-jurisdictional matters. RBL's practice areas include banking & finance, competition & regulatory, corporate, dispute resolution, employment, financial crime, financial services, insolvency & financial restructuring, IP/technology/media, real estate, serious & general crime, tax resolution and white-collar crime.

In April 2021, the Group announced the acquisition of the business of specialist international law firm Memery Crystal LLP ("Memery Crystal"). RBL and Memery Crystal will retain their own brand identities and separate offices, and together will form the Group's Legal Services Division.

The Group also provides litigation finance in selected cases through a separate arm, LionFish Litigation Finance (UK) Limited ("LionFish"). LionFish finances litigation matters being run by other solicitors in return for a significant return on the outcome of those cases. As such, the Group has two types of litigation assets - RBL's own client matters, and litigation matters run by third-party solicitors. LionFish is positioned to be a unique, alternative provider to the traditional litigation funders.

The Group also owns Convex Capital Limited ("Convex Capital"), a specialist sell-side corporate finance boutique based in Manchester. Convex Capital is entirely focussed on helping companies, particularly owner-managed and entrepreneurial businesses, realise their value through sales to large corporates. Convex Capital identifies and proactively targets firms that it believes represent attractive acquisition opportunities.

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May 28, 2021 12:18 ET (16:18 GMT)