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. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

26 May 2021 

Mattioli Woods plc

("Mattioli Woods", "the Company" or "the Group")

Result of Placing and Primary Bid Offer

Mattioli Woods plc (AIM: MTW.L), the specialist wealth and asset management business, is pleased to announce that following the announcement made this morning regarding the Proposed Acquisitions and Proposed Fundraise, the Company has successfully raised gross proceeds of £110 million, before expenses, at an Issue Price of 660 pence per Ordinary Share, comprising:

o 2,800,800 Firm Placing Shares, raising gross proceeds of £18.5 million;

o 13,757,512 Conditional Placing Shares, conditionally raising gross proceeds of £90.8 million; and

o 108,355 PrimaryBid Shares, conditionally raising gross proceeds of £0.7 million.

The issue of the Conditional Placing Shares and the PrimaryBid Shares is conditional on, inter alia, shareholder approval at the General Meeting.

The Firm Placing Shares, Conditional Placing Shares and PrimaryBid Shares will represent approximately 37 per cent. of the enlarged share capital of the Company assuming full take-up of the Broker Option referenced below ("Enlarged Share Capital").

The Circular, containing further details of the Acquisitions and the Fundraise, is expected to be posted by the Company to its shareholders shortly and will contain a notice convening the General Meeting. After posting, the Circular will be available on Mattioli Woods' website at: https://mattioliwoods.com/aim-rules.

Canaccord Genuity is acting as Nominated Adviser, Joint Bookrunner and Joint Broker to the Company and, N+1 Singer is acting as Joint Bookrunner and Joint Broker to the Company, in connection with the Placing.

Broker Option

Furthermore, in order to deal with any additional demand from shareholders and other investors who did not participate in the Fundraise, the Company has granted an option (the "Broker Option") to Canaccord Genuity and N+1 Singer, to call for the issue of up to an additional 303,030 new Ordinary Shares (the "Broker Option Shares") at the Issue Price. The Broker Option is exercisable until 4.45 p.m. on 2 June 2021.

If the Broker Option is not fully subscribed by 4.45 p.m. on 2 June 2021, orders from institutional and certain other investors who are persons of the type listed in paragraphs 20 to 22 (inclusive) in the section of Appendix II to the Announcement made by the Company at 7.00 a.m. today relaing to the Proposed Acquisitions and Proposed Fundraise, headed "Representations, Warranties and Further Terms", will be satisfied in full, and the balance of the Broker Option shall lapse. Further details regarding participation, the eligibility criteria, the order of priority, and details regarding settlement, are set out in more detail below.

To subscribe for Broker Option Shares, investors should communicate their bid to Canaccord Genuity or N+1 Singer via their stockbroker as neither Canaccord Genuity or N+1 Singer can take direct orders from individual private investors. Investors who wish to register their interest in participating in the Broker Option Shares should instruct their stockbroker to contact Canaccord Genuity on +44 +44 (0) 20 7523 8000 or N+1 Singer on +44 (0) 20 7496 3066. Each bid should state the number of Broker Option Shares the investor wishes to subscribe for at the Issue Price and should be submitted to Canaccord Genuity or N+1 Singer no later than 12.00 noon on 2 June 2021.

Canaccord Genuity and N+1 Singer may choose not to accept bids and/or to accept bids, either in whole or in part, on the basis of allocations determined at their discretion (after consultation with the Company) and may scale down any bids for this purpose on such basis as Canaccord Genuity or N+1 Singer may determine. Canaccord Genuity or N+1 Singer may also, subject to prior consent of the Company, allocate new ordinary shares after the time of any initial allocation to any person submitting a bid after that time.

The Broker Option Shares are not being made available to the public and none of the Broker Option Shares are being offered or sold in any jurisdiction where it would be unlawful to do so. No Prospectus will be issued in connection with the Broker Option.

Admission and dealings

Application will be made to the London Stock Exchange for the Firm Placing Shares to be admitted to trading on AIM (the "Firm Application"). Admission of the Firm Placing Shares to trading on AIM is expected to become effective in accordance with the AIM Rules ("First Admission") and dealings in such shares are expected to commence at 8.00 a.m. on or around 2 June 2021. In any event, the latest date for First Admission is 30 June 2021.

Application will be made to the London Stock Exchange for the Conditional Placing Shares, the Broker Option Shares and the PrimaryBid Offer Shares to be admitted to trading on AIM (the "Conditional Application"). Admission of the Conditional Placing Shares, the Broker Option Shares and the PrimaryBid Offer Shares is expected to become effective in accordance with the AIM Rules ("Second Admission") and dealings in such shares are expected to commence at 8.00 a.m. on or around 17 June 2021. In any event, the latest date for Second Admission is 30 June 2021. The Second Admission is conditional upon, inter alia, the passing of the Resolutions at the General Meeting. The General Meeting is expected to be convened for 11.00 a.m. on 16 June 2021.

The new Ordinary Shares to be issued in connection with the Firm Placing, the Conditional Placing, the Broker Option and the PrimaryBid Offer will, when issued, rank pari passu with the existing Ordinary Shares, including the right to receive future dividends.

Total voting rights

Following the First Admission, the total number of Ordinary Shares in the Company with voting rights is expected to be 31,051,859. Mattioli Woods does not hold any Ordinary Shares in Treasury. The figure of 31,051,859 Ordinary Shares may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

Following the Second Admission, assuming the Broker Option is taken up in full, the total number of Ordinary Shares in the Company with voting rights is expected to be 45,220,756 (the "Enlarged Share Capital").

Following the admission of the Maven Consideration Shares (4,545,455 new Ordinary Shares) and the Ludlow Wealth Management Consideration Shares (780,250 new Ordinary Shares) to trading on AIM and following the occurrence of both of Maven Completion and Ludlow Wealth Management Completion, the total number of Ordinary Shares in the Company with voting rights is expected be 50,546,461.

Directors' and PDMRs' participation in the Placing

The following Directors / PDMRs of the Company have subscribed for Placing Shares pursuant to the terms of the Placing. Following Second Admission (assuming full take up under the Broker Option) the beneficial interests of such Directors / PDMRs will be as follows:

Ian Mattioli also intends to exercise options over 137,840 Ordinary Shares, which are held pursuant to the Mattioli Woods 2010 Long Term Incentive Plan. This is not included in the above calculations.

Terms and definitions used in this announcement shall have the same meaning as ascribed to them in the Company's announcement published earlier this morning regarding the Proposed Acquisitions and Proposed Fundraise unless otherwise stated.

The person responsible for arranging the release of this announcement on behalf of the Company is Ravi Tara, Chief Financial Officer, of the Company.

- Ends -

For further information please contact:

Media enquiries:

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them:

IMPORTANT NOTICES

Neither this Announcement, nor any copy of it, may be taken or transmitted, published or distributed, directly or indirectly, in or into the United States, Australia, Canada, Japan, New Zealand or the Republic of South Africa or to any persons in any of those jurisdictions or any other jurisdiction where to do so would constitute a violation of the relevant securities laws of such jurisdiction. This Announcement is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for any shares in the capital of the Company in the United States, Australia, Canada, Japan or the Republic of South Africa or any other state or jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. Any failure to comply with these restrictions may constitute a violation of securities laws of such jurisdictions.

The Placing Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US 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 US Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States.

There is no intention to register any portion of the Placing in the United States or to conduct any public offering of securities in the United States or elsewhere. All offers of Placing Shares will be made pursuant to an exemption under the Regulation (EU) 2017/1129 (the "Prospectus Regulation") (and in the UK, the UK version of that regulation) as amended from time to time from the requirement to produce a prospectus. No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Prospectus Regulation) to be published. Persons needing advice should consult an independent financial adviser.

Members of the public are not eligible to take part in the Placing. This Announcement and the terms and conditions set out in the Appendix are for information purposes only and are directed only at: (a) persons in Member States of the Economic European Area who are qualified investors within the meaning of article 2(e) of the Prospectus Regulation ("Qualified Investors"); and (b) in the United Kingdom, persons who are qualified investors within the meaning of the UK version of the Prospectus Regulation and who (i) have professional experience in matters relating to investments falling within the definition of "investments professional" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); (ii) are persons falling within article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc") of the Order; or (iii) are persons to whom it may otherwise be lawfully communicated; (all such persons together being referred to as "Relevant Persons"). This Announcement must not be acted on or relied on by persons in any EEA member state by persons who are not Qualified Investors or by persons in the UK who are not Relevant Persons.

The distribution of this Announcement

and the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, and/or the Joint Bookrunners 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 and the Joint Bookrunners to inform themselves about, and to observe, such restrictions.

This Announcement is not being distributed by, nor has it been approved for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended ("FSMA"), by a person authorised under FSMA. This Announcement is being distributed to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply.

Persons (including without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any action.

This Announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty, express or implied, is or will be made by the Joint Bookrunners, or by any of its partners, directors, officers, employees, advisers, consultants, affiliates or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to any interested person or its advisers, and any liability therefore is expressly disclaimed. None of the information in this Announcement has been independently verified or approved by the Joint Bookrunners or any of its partners, directors, officers, employees, advisers, consultants, affiliates or agents. Save for any responsibilities or liabilities, if any, imposed on the Joint Bookrunners by FSMA or by the regulator regime established under it, no responsibility or liability is accepted by the Joint Bookrunners or any of its partners, directors, officers, employees, advisers, consultants, affiliates or agents for any errors, omissions or inaccuracies in such information or opinions or for any loss, cost or damage suffered or incurred howsoever arising, directly or indirectly, from any use of this Announcement or its contents or otherwise in connection with this Announcement or from any acts or omissions of the Company in relation to the Placing.

The Joint Bookrunners, which are each authorised and regulated in the United Kingdom by the FCA, are acting solely for the Company and no-one else in connection with the transactions and arrangements described in this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the transactions and arrangements described in this Announcement. Neither the Joint Bookrunners nor their respective partners, directors, officers, employees, advisers, consultants, affiliates or agents are responsible to anyone other than the Company for providing the protections afforded to clients of the relevant Joint Bookrunner or for providing advice in connection with the contents of this Announcement or for any other matters referred to herein.

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, MAR, 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. 

No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future years would necessarily match or exceed the historical published earnings per share of the Company.

This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. Any investment decisions to buy Placing Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by the Joint Bookrunners.

The Placing Shares to be issued pursuant to the Placing 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.

Information to Distributors

Solely for the purposes of the product governance requirements contained of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements") and/or any equivalent requirements elsewhere to the extent determined to be applicable, 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 and/or any equivalent requirements elsewhere to the extent determined to be applicable) may otherwise have with respect thereto, the Placing Shares the subject of the Placing have been subject to a product approval process, which has determined that the Placing 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 Chapter 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 should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing 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 Offer. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners 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 Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; 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 Placing Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

Canaccord Genuity, which is authorised and regulated in the United Kingdom by the FCA and is a member of the London Stock Exchange, is acting as nominated adviser, joint broker and joint bookrunner to the Company in connection with the Placing and the Broker Option. Canaccord Genuity is not acting for any other person in connection with the matters referred to in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Canaccord Genuity or for giving advice in relation to the matters referred to in this Announcement. Canaccord Genuity has not authorised the contents of this Announcement and no representation or warranty, express or implied, is made by Canaccord Genuity as to any of the contents or the completeness of this Announcement and Canaccord Genuity does not accept responsibility for this Announcement and accordingly disclaims all and any liability, whether arising in tort, contract or otherwise, which it might otherwise be found to have in respect of this Announcement.

N+1 Singer, which is authorised and regulated in the United Kingdom by the FCA and is a member of the London Stock Exchange, is acting as joint broker and joint bookrunner to the Company in connection with the Placing and the Broker Option. N+1 Singer is not acting for any other person in connection with the matters referred to in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to clients of N+1 or for giving advice in relation to the matters referred to in this Announcement. N+1 Singer has not authorised the contents of this Announcement and no representation or warranty, express or implied, is made by N+1 Singer as to any of the contents or the completeness of this Announcement and N+1 Singer does not accept responsibility for this Announcement and accordingly disclaims all and any liability, whether arising in tort, contract or otherwise, which it might otherwise be found to have in respect of this Announcement.