Last checked at 24 May 2022 11:52
24 May 2022
Hornby Plc ("Hornby" or the "Company")
Related Party Transaction
Hornby Plc, the international models and collectibles Group, announces details of the following related party transactions.
Further to the Company's announcement of 11 May 2022, Hornby entered into a Framework Agreement with Rawnet Limited ("Rawnet") setting out the terms of engagement between the two companies going forwards. The Independent Directors of Hornby have approved to cap the Company's expenditure with Rawnet going forwards over any rolling 12-month period to a maximum of £1.5 million (the "Approved Capped Spend").
Rawnet, a digital agency, has provided regular services to Hornby and has been a valued adviser, helping to drive Hornby's recent website development, direct to consumer offering and social media engagement. Hornby continues to value Rawnet's services and over the next 12 months Rawnet will continue to provide services to Hornby including:
· Continuing to optimise and drive Hornby's direct to consumer website;
· Continuing to advise on social media campaigns and engagement; and
· Provide input into additional special projects throughout the year.
Rawnet is beneficially majority owned by Castelnau Group Limited ("Castelnau") since its acquisition of Rawnet in February 2021 (12 months after Hornby's first engagement with Rawnet). Phoenix Asset Management Partners Limited ("PAMP") is the Investment Manager of Castelnau.
PAMP is interested in 124,634,330 ordinary shares of 1 pence each in the Company, representing 74.66 per cent. of the issued share capital of Hornby. Given that PAMP manages Phoenix UK Fund Limited, a substantial shareholder in the Company, Rawnet is a related party of Hornby and entering into the Framework Agreement and engaging Rawnet up to the Approved Capped Spend constitutes a related party transaction in accordance with AIM Rule 13.
The Independent Directors consider, having consulted with Liberum Capital Limited ("Liberum"), the Company's nominated adviser, that the terms of the Framework Agreement and the Approved Capped Spend are fair and reasonable insofar as the Company's shareholders are concerned.
Further to the Company's announcement of 11 May 2022, in which it was confirmed that the Independent Directors consider that the terms of the transactions between Hornby and Rawnet in the 12 months ended 31 March 2022 are fair and reasonable, the Independent Directors also consider, having consulted with Liberum, that the terms of the transactions between Hornby and Rawnet during March 2021 are fair and reasonable insofar as the Company's shareholders are concerned.
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Enquiries:
Hornby plc
Lyndon Davies, Exec Chairman 01843 233 500
Kirstie Gould, CFO
Liberum Capital Limited, Nominated Advisor and Broker
Andrew Godber 020 3100 2222
Edward Thomas
Miquela Bezuidenhoudt