Mattioli Woods Regulatory News (MTW)

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, THE REPUBLIC OR IRELAND, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF MATTIOLI WOODS PLC.

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN 779021)

26 May 2021

Mattioli Woods plc

("Mattioli Woods" or the "Company") (AIM: MTW.L)

PrimaryBid Offer

Mattioli Woods (AIM: MTW.L), the specialist wealth and asset management business, is pleased to announce a conditional offer for subscription via PrimaryBid (the "PrimaryBid Offer") of new ordinary shares of £0.01 each in the capital of the Company ("New Ordinary Shares") at an issue price of 660 pence per New Ordinary Share (the "Issue Price"), being a discount of 10.2 per cent to the middle market closing price on 25 May 2021 (being the last practical date prior to the publication of this announcement).

The Company has also today announced the proposed acquisitions of Maven Capital Partners UK LLP ("Maven") and LWMG Topco Limited (the holding company of Ludlow Wealth Management Group Ltd) ("Ludlow Wealth Management") (together, the "Acquisitions"), and that it is conducting a fundraise to raise gross proceeds of approximately £110 million, before expenses, comprising (i) a firm placing to raise approximately £18.5 million before expenses (the "Firm Placing"), (ii) a conditional placing (the "Conditional Placing"), and (iii) the PrimaryBid Offer, and, in addition, a broker option will be available for up to an additional 303,030 New Ordinary Shares (the "Broker Option") (together the "Fundraise").

The PrimaryBid Offer is conditional upon (i) the placing agreement entered into by the Company not being terminated in accordance with its terms prior to Admission (as defined below); (ii) the passing of resolutions to be proposed at the general meeting of the Company to be held at 11.00 a.m. on 16 June 2021 (or any adjournment of that meeting); and (iii) the new Ordinary Shares to be allotted pursuant to the PrimaryBid Offer, the Conditional Placing and the Broker Option being admitted to trading on AIM ("Admission") on or before 17 June 2021 (or such later date and/or time as the Joint Bookrunners and the Company may agree, being no later than 30 June 2021).

Admission is expected to be take place at 8.00 a.m. on 17 June 2021. The PrimaryBid Offer will not be completed without the Firm Placing and the Conditional Placing also being completed. The New Ordinary Shares to be allotted pursuant to the Firm Placing are expected to be admitted to trading on AIM on 2 June 2021.

The Company will use the net proceeds of the Fundraise to fund the Acquisitions and provide additional funds for the Company's recent and near-term acquisition pipeline, as well as maintaining a regulatory capital surplus and for general working capital purposes. The Fundraise (including, for the avoidance of doubt, the PrimaryBid Offer) is not conditional on completion of the Acquisitions.

Completion of the Acquisitions is conditional upon, inter alia, approval of shareholders of the Company to the issue of New Ordinary Shares pursuant to the Conditional Placing, the Broker Option and the PrimaryBid Offer and admission to AIM of the New Ordinary Shares comprised in the Fundraise becoming effective. Completion of the acquisition of Ludlow Wealth Management is also conditional upon FCA approval of the change of control of Ludlow Wealth Management Group Ltd; the application to the FCA for approval of which is currently in process and may be received either before or after Admission has occurred (note that FCA approval of change in control of Maven and its indirect subsidiary Maven Property Investments Limited has already been obtained).

Details of the PrimaryBid Offer

The Company values its retail investor base and is therefore pleased to provide private and other investors the opportunity to participate in the PrimaryBid Offer by applying exclusively through the PrimaryBid mobile app available on the Apple App Store and Google Play. PrimaryBid does not charge investors any commission for this service.

The PrimaryBid Offer will be open to individual and institutional investors following the release of this announcement. The PrimaryBid Offer is expected to close no later than 11:00 a.m. on 26 May 2021. The PrimaryBid Offer may close early if it is oversubscribed.

The Company reserves the right to scale back any order at its discretion. The Company and PrimaryBid reserve the right to reject any application for subscription under the PrimaryBid Offer without giving any reason for such rejection.

No commission is charged to investors on applications to participate in the PrimaryBid Offer made through PrimaryBid. It is vital to note that once an application for New Ordinary Shares has been made and accepted via PrimaryBid, an application cannot be withdrawn.

For further information on PrimaryBid or the procedure for applications under the PrimaryBid Offer, visit www.PrimaryBid.com or email PrimaryBid at enquiries@primarybid.com. 

The New Ordinary Shares will, when issued, be subject to the articles of association of the Company, be credited as fully paid and rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions (if any) declared, made or paid on or in respect of Ordinary Shares after the date of issue of the New Ordinary Shares.

The PrimaryBid Offer is offered under the exemptions against the need for a prospectus allowed under the Prospectus Rules; the total consideration under the PrimaryBid Offer shall not exceed €8 million (or the equivalent in Sterling). As such, there is no need for publication of a prospectus pursuant to the Prospectus Rules, or for approval of the same by the Financial Conduct Authority in its capacity as the UK Listing Authority. The PrimaryBid Offer is not being made into any jurisdiction where it would be unlawful to do so. In particular, the PrimaryBid Offer is being made only to persons who are, and at the time the PrimaryBid Shares are subscribed for, will be outside the United States and subscribing for the PrimaryBid Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S ("Regulation S") under the U.S. Securities Act of 1933, as amended (the "Securities Act"). Persons who are resident or otherwise located in the United States will not be eligible to register for participation in the PrimaryBid Offer through PrimaryBid or subscribe for New Ordinary Shares.

There is a minimum subscription of £100 per investor under the terms of the Offer which is open to existing shareholders and other investors subscribing via PrimaryBid.

For further details please refer to the PrimaryBid website at www.PrimaryBid.com. The terms and conditions on which the Offer is made, including the procedure for application and payment for New Ordinary Shares, is available to all persons who register with PrimaryBid.

Investors should make their own investigations into the merits of an investment in the Company. Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.

It should be noted that a subscription for New Ordinary Shares and investment in the Company carries a number of risks. Investors should consider the risk factors set out on PrimaryBid.com before making a decision to subscribe for New Ordinary Shares. Investors should take independent advice from a person experienced in advising on investment in securities such as the New Ordinary Shares if they are in any doubt. 

This announcement should be read in its entirety. In particular, the information provided in the "Important Notices" section of this announcement should be read and understood.

Important Notices

Persons distributing this announcement must satisfy themselves that is lawful to do so. This announcement is for information purposes only and shall not constitute an offer to sell or issue or the solicitation of an offer to buy, subscribe for or otherwise acquire securities in any jurisdiction in which any such offer or solicitation would be unlawful. Any failure to comply with this restriction may constitute a violation of the securities laws of such jurisdictions. Persons needing advice should consult an independent financial adviser.

This communication is not a public offer of securities for sale in the United States. The New Ordinary Shares have not been, and will not be, registered under the Securities Act, or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an applicable exemption from the registration requirements of the Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States.

The distribution of this announcement and the offering of the New Ordinary Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company that would permit an offering of such shares or possession or distribution of this announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company to inform themselves about, and to observe, such restrictions.

Cautionary statements

This announcement may contain and the Company may make verbal statements containing "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company. As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements. Any forward-looking statements made in this announcement by or on behalf of the Company speak only as of the date they are made. The information contained in this announcement is subject to change without notice and except as required by applicable law or regulation (including to meet the requirements of the AIM Rules for Companies published by the London Stock Exchange (as amended from time to time) governing admission to and the operation of AIM, the Market Abuse Regulation, the Prospectus Regulation Rules and/or FSMA), the Company expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statements are based. Statements contained in this announcement regarding past trends or activities should not be taken as representation that such trends or activities will continue in the future. You should not place undue reliance on forward-looking statements, which speak only as of the date of this announcement. 

The New Ordinary Shares to be issued pursuant to the PrimaryBid Offer will not be admitted to trading on any stock exchange other than AIM, a market operated by the London Stock Exchange plc.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this announcement.