30 Mar 2017 15:07
30 March 2017
Harwood Wealth Management Group plc
("Harwood" or the "Company")
Result of Placing - Company raising £10m net of expenses
Harwood (AIM: HW.), a leading UK based financial planning and discretionary wealth management group, is pleased to announce that, following its earlier announcement, the Company has conditionally raised net proceeds of £10 million through the successful placing of 6,954,000 Placing Shares at a price of 150 pence per new Ordinary Share. The Placing has been arranged by N+1 Singer.
The net proceeds of the Placing (being approximately £10 million) will be used principally to finance new acquisitions.
In conjunction with the Placing, Neil Dunkley (Joint Chief Executive Officer), Sian Dunkley (Neil Dunkley's wife) and Mark Howard (Chief Commercial Officer) (together the "Selling Shareholders"), have conditionally agreed to sell 1,333,000 existing Ordinary Shares at the Placing Price. The Selling Shareholders have agreed to a 12 month lock-in in respect of their remaining Ordinary Shares.
The Placing and Share Sale are conditional on, amongst other things, the passing of the Resolutions to be proposed at the General Meeting to be held at the offices of N+1 Singer, One Bartholomew Lane London EC2N 2AX. The Circular, which provides further details of the Placing and includes a notice convening the General Meeting, is expected to be sent to shareholders and be available on the Company's website in the coming few days.
Neil Dunkley, Joint CEO of Harwood, commented:
"We are delighted with the strong support from investors, which caps a remarkable first 12 months as a listed Company. It is particularly pleasing to welcome a number of new institutional shareholders and we are extremely encouraged that they have chosen to back us.
Our full year results, announced in January, were proof of the strength of our model and these additional funds will enable the Company to pursue more acquisition opportunities. I would like to thank our customers, shareholders and employees for their continuing support."
Directors' interests
Immediately following Admission, the Selling Shareholders will together hold an aggregate of 20,066,012 Ordinary Shares, representing 32.08 per cent. of the Enlarged Share Capital, as set out in the table below:
| Number of Sale Shares | Number of Ordinary Shares post Admission | Percentage of Enlarged Share Capital post Admission |
Neil Dunkley* | 333,250 | 6,893,856 | 11.02% |
Mark Howard | 666,500 | 10,033,006 | 16.04% |
* Neil Dunkley is married to Sian Dunkley. Sian Dunkley is also selling 333,250 of the Sale Shares and will hold 3,139,150 Ordinary Shares representing 5.02 per cent. of the Enlarged Share Capital following Admission.
Shareholder interests
The following Shareholders holding, as at the date of this Announcement, directly or indirectly, 10 per cent. or more of the Existing Ordinary Shares are participating in the Placing at the Placing Price:
| As at the date of this Announcement | Immediately following Admission | ||
| No. of Ordinary Shares | Percentage of Existing Share Capital | No. of Ordinary Shares* | Percentage of Enlarged Share Capital* |
Harwood Capital Management Limited * | 16,148,148 | 29.05% | 16,708,148 | 26.71% |
Henderson Volantis | 6,973,574 | 12.55% | 7,520,754 | 12.02% |
* Christopher Mills, a Non-Executive Director, is also a director, and the sole shareholder of Harwood Capital Management Limited.
The participation in the Placing by such substantial Shareholders in the Company constitutes related party transactions for the purposes of the AIM Rules. The independent directors (comprising those Directors unconnected to such substantial Shareholders, being Peter Mann, Neil Dunkley, Alan Durrant, Nick Bravery and Paul Tuson), having consulted with the Company's nominated adviser, N+1 Singer, consider that the terms of the related party transaction are fair and reasonable insofar as Shareholders are concerned.
Expected timetable
Posting of the Circular and Form of Proxy | 31 March 2017 |
Latest time and date for receipt of Forms of Proxy | |
for the General Meeting | 10.00am on 12 April 2017 |
Time and date of General Meeting | 10.00 am on 18 April 2017 |
Admission of Placing Shares | 8.00 am on 19 April 2017
|
Terms used but not defined in this Announcement shall have the meanings given to such terms in the Company's announcement earlier today.
Enquiries:
Harwood Wealth Management Group plc | +44 (0) 23 9252 2004 |
Neil Dunkley, Joint Chief Executive Officer | |
Alan Durrant, Joint Chief Executive Officer | |
N+1 Singer | +44 (0) 20 7496 3000 |
Alex Price/Alex Laughton-Scott | |
Alma PR | +44 (0)20 8004 4218 |
Josh Royston/Robyn McConnachie/John Coles |
|
DEFINITIONS
In this Announcement:
"Admission" means the admission of the Placing Shares to trading on AIM becoming effective in accordance with the AIM Rules;
"AIM" means the market of that name operated by the London Stock Exchange;
"AIM Rules" means the provisions of the London Stock Exchange AIM Rules for Companies as amended from time to time governing, inter alia, admission to AIM and the continuing obligations of AIM companies;
"Announcement" means this announcement;
"Circular" means the circular to be issued by the Company to the holders of Ordinary Shares containing, inter alia, further details of the Placing, the Share Sale and the Notice of General Meeting;
"Company" means Harwood Wealth Management Group plc, a company incorporated in England and Wales with registered number 04987966;
"Directors" or "Board" means the directors of the Company or any duly authorised committee thereof;
"Enlarged Share Capital" means the issued share capital of the Company immediately following Admission comprising the Existing Ordinary Shares and the Placing Shares;
"Existing Ordinary Shares" means the 55,588,927 Ordinary Shares in issue at the date of this Announcement, all of which are admitted to trading on AIM and being the entire issued ordinary share capital of the Company;
"General Meeting" means the general meeting of the Company to be held at the offices of N+1 Singer, One Bartholomew Lane London EC2N 2AX at 10.00 a.m. on 18 April 2017, notice of which will be set out at the end of the Circular;
"London Stock Exchange" means London Stock Exchange plc;
"Nominated Adviser" or "N+1 Singer" means Nplus1 Singer Advisory LLP, the Company's nominated adviser and broker;
"Notice of General Meeting" means the notice convening the General Meeting which is set out at the end of the Circular;
"Ordinary Shares" means the ordinary shares of 0.25 pence each in the capital of the Company;
"Placing" means the conditional placing of the Placing Shares by N+1 Singer, as agent on behalf of the Company, pursuant to the Placing Agreement, further details of which are set out in this Announcement;
"Placing Agreement" means the conditional agreement dated on or about 30 March 2017 made between N+1 Singer, the Selling Shareholders and the Company in relation to the Placing;
"Placing Price" means 150 pence per Placing Share and/or Sale Share (as the context requires);
"Placing Shares" means the 6,954,000 new Ordinary Shares to be issued pursuant to the Placing;
"Resolutions" means the resolutions set out in the Notice of General Meeting;
"Sale Shares" means the 1,333,000 Existing Ordinary Shares to be sold by the Selling Shareholders which have been conditionally placed by N+1 Singer pursuant to the Placing Agreement;
"Selling Shareholders" means together, each of Neil Dunkley, Sian Dunkley and Mark Howard;
"Shareholders" means holders of the Existing Ordinary Shares; and
"Share Sale" means the sale of the Sale Shares by the Selling Shareholders pursuant to the terms of the Placing Agreement.