Last checked at 1 Sep 2016 13:16
NORMAN BROADBENT PLC - Results of subscriptionNORMAN BROADBENT PLC - Results of subscription
PR Newswire
London, September 1
DISSEMINATION OF A REGULATORY ANNOUNCEMENT THAT CONTAINS INSIDE INFORMATION ACCORDING TO REGULATION (EU) NO 596/2014 (MAR).
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 ANY NEW ORDINARY SHARES OF NORMAN BROADBENT PLC IN ANY JURISIDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE LATER IN THIS ANNOUNCEMENT.
1 September 2016
Norman Broadbent plc
("Norman Broadbent" or the “Company")
Results of subscription
Conditional subscription to raise approximately £2.3m
Further to the announcement made yesterday, Norman Broadbent (AIM: NBB), a leading provider of senior and board executive search, senior interim, mezzanine level recruitment solutions and leadership consultancy & assessment services, is pleased to announce a conditional subscription (the "Subscription") of 24,216,833 new ordinary shares (the "Subscription Shares") to raise a total of approximately £2.3 million (before expenses). All Subscription Shares have been subscribed for at a price of 9.5 pence per Subscription Share (the "Subscription Price").
The Subscription is conditional upon, inter alia, the approval of shareholders, at a general meeting of the Company (the "General Meeting”) to be held on 19 September 2016, of resolutions to provide authority to the Directors to issue and allot further new ordinary shares otherwise than on a non-pre-emptive basis (the “Resolutions”), further details of which are set out below.
The Directors have irrevocably undertaken to vote in favour of the Resolutions in respect of their aggregate beneficial holdings of 308,285 ordinary shares representing approximately 1.77 per cent. of the Company’s existing ordinary shares currently in issue. In addition, Downing LLP, Jon Moulton and Pierce Casey have irrevocably undertaken to vote in favour of the Resolutions in respect of their aggregate beneficial holdings of 11,735,251 Ordinary Shares representing approximately 67.4 per cent. of the Company’s existing ordinary shares currently in issue.
A number of the Company’s significant shareholders have participated in the Subscription, in addition to new institutional investors. Certain of the directors of the Company (the "Directors") have participated in the Subscription, to subscribe, in aggregate, for 736,841 Subscription Shares at a cost of approximately £70,000. In addition, a number of the employees of the Company and its subsidiaries (collectively the “Group”) have participated in the Subscription.
It is intended that the net proceeds of the Subscription, which will be a total of approximately £2.2 million, will be predominantly used to: (ii) progress the hiring of additional staff across the Group; (ii) repay secured loan notes which bear interest at 12 per cent. per annum (£350,000); and (iii) for general working capital purposes.
Further details regarding the background to and reasons for the Subscription, proposed Board changes and other matters can be found in the Company’s announcement made yesterday and in a circular (the "Circular") which includes a notice convening the General Meeting that will be posted tomorrow. This announcement should be read in conjunction with the full text of the Circular.
Details of the Subscription
The Company currently has limited authority to issue new ordinary shares for cash on a non-pre-emptive basis. The Subscription is therefore conditional upon, inter alia, the passing of the Resolutions (granting the Directors authority to issue and allot new ordinary shares otherwise than on a non-pre-emptive basis) to be put to shareholders at the General Meeting on 19 September 2016, whereby such authority will be utilised by the Directors to enable completion of the Subscription. Application will be made for the Subscription Shares to be admitted to trading on AIM and it is expected that Admission will take place on or around 20 September 2016.
Provided that the Resolutions are approved at the General Meeting, once completed the Subscription as a whole would result in the issue of 24,216,833 new ordinary shares, representing, in aggregate, approximately 58.2 per cent. of the Company's issued ordinary share capital as enlarged by the Subscription.
The Subscription is not being made on a pre-emptive basis and existing Shareholders will not have the right to participate in the Subscription. Existing Shareholders who have not participated in the Subscription will suffer a dilution of approximately 58 per cent. to their interests in the Company. The Subscription is not being underwritten.
The Subscription Shares, when duly issued and fully paid, will rank pari passu in all respects with the Company's existing ordinary shares, including the right to all dividends or other distributions declared, made or paid after the date of issue of the Subscription Shares.
The Subscription Price represents the closing middle market price of an ordinary share of 9.5 pence on 30 August 2016, being the latest practicable closing price prior to the Company’s announcement regarding its intention to perform the Subscription.
Director and significant shareholder participation and related party transactions
Significant shareholdings
Insofar as the Company is aware, the issue of the Subscription Shares will result in the following changes to the Company's significant shareholders (as defined in the AIM Rules):
| Name of Subscriber | Current interest in Ordinary Shares | Number of Subscription Shares | Interest in Ordinary Shares upon Admission | Percentage of voting rights in the Company upon Admission |
| Downing LLP | 4,271,533 | 6,315,789 | 10,587,322 | 25.43% |
| Jon Moulton | 3,781,476 | 2,285,263 | 6,066,739 | 14.57% |
| Pierce Casey | 3,682,242 | 2,105,263 | 5,787,505 | 13.90% |
| Ennismore Fund Management Limited | 1,138,203 | 6,315,789 | 7,453,992 | 17.90% |
| Miton Group PLC | - | 2,631,578 | 2,631,578 | 6.32% |
| City Financial Investment Company Limited | - | 2,631,578 | 2,631,578 | 6.32% |
Director participation
Directors Mike Brennan, James Webber and Brian Stephens are participating in the Subscription on identical terms to the other subscribers. Mike Brennan, James Webber and Brian Stephens have agreed to subscribe, in aggregate, for 736,841 Subscription Shares at a cost of approximately £70,000.
Further details of these Directors’ participation in the Subscription can be found below:
| Director | Current interest in Ordinary Shares | Number of Subscription Shares | Interest in Ordinary Shares upon Admission | Percentage of voting rights in the Company upon Admission |
| Mike Brennan | 90,000 | 526,315 | 616,315 | 1.48% |
| James Webber | 40,000 | 105,263 | 145,263 | 0.35% |
| Brian Stephens | 12,692 | 105,263 | 117,955 | 0.28% |
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them in accordance with the requirements of the EU Market Abuse Regulation can be found further below within this announcement.
In addition, a number of the Group’s employees have agreed to subscribe, in aggregate, for 321,050 Subscription Shares at a cost of approximately £30,500.
Related party transactions
Due to the fact that Mike Brennan, James Webber and Brian Stephens are Directors of the Company and the size of their Subscription participations, the participation by Mike Brennan, James Webber and Brian Stephens in the Subscription constitutes a related party transaction pursuant to Rule 13 of the AIM Rules. The participations in the Subscription of Downing LLP, Jon Moulton and Pierce Casey are also related party transactions pursuant to Rule 13 of the AIM Rules, due to Downing LLP, Jon Moulton and Pierce Casey being deemed to be substantial shareholders pursuant to the AIM Rules and the size of the subscription participations. The Directors other than Mike Brennan, James Webber and Brian Stephens, having consulted with Allenby Capital Limited, the Company's nominated adviser, consider that the terms of the participation by Mike Brennan, James Webber, Brian Stephens, Downing LLP, Jon Moulton and Pierce Casey in the Subscription are fair and reasonable insofar as the Company’s Shareholders are concerned.
General Meeting and Circular
A General Meeting of the Company is to be convened to be held at the East India Club, 16 St James's Square, London SW1Y 4LH at 10:00 a.m. on 19 September 2016.
The Resolutions to be proposed at the General Meeting are as follows:
an ordinary resolution to give the Directors’ general authority, pursuant to section 551 of the Act, to allot equity securities of an aggregate nominal amount of £242,169 (being equal to 24,216,900 Ordinary Shares pursuant to the Subscription), prior to the Company’s next annual general meeting in 2017, in addition to all previous powers granted to them; and
a special resolution, pursuant to section 570 of the Act, to empower the Directors to disapply statutory pre-emption rights over equity securities provided that this authority and power shall be limited to the allotment, in aggregate, of 24,216,833 Ordinary Shares in connection with the Subscription prior to the Company’s next annual general meeting in 2017, in addition to all previous powers granted to them.
Details regarding the Subscription, the background to and reasons for the Subscription, proposed Board changes, the Resolutions and the General Meeting and other matters will be contained within the Circular (which includes a notice convening the General Meeting), which is being posted to Shareholders tomorrow and will also be made available to view tomorrow on the Company's website, www.normanbroadbent.com.
Total Voting Rights
Upon Admission, following the issue of the Subscription Shares, the Company's issued ordinary share capital will consist of 41,633,320 ordinary shares, with one voting right each. The Company does not hold any ordinary shares in treasury. Therefore upon Admission the total number of ordinary shares and voting rights in the Company will be 41,633,320. With effect from Admission, this figure 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 and Transparency Rules.
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | Mike Brennan | ||||
| 2 | Reason for the notification | |||||
| a) | Position/status | Director, Group Chief Executive Officer | ||||
| b) | Initial notification /Amendment | Initial notification | ||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | Norman Broadbent plc | ||||
| b) | LEI | Not available | ||||
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary shares of 1p each in Norman Broadbent plc Identification code (ISIN) for Norman Broadbent plc ordinary shares: GB00B3VF4Y66 | ||||
| b) | Nature of the transaction | Purchase of shares | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information - Aggregated volume - Price | Single transaction as in 4 c) above
| ||||
| e) | Date of the transaction | 31 August 2016 | ||||
| f) | Place of the transaction | Outside a Trading Venue - conditional issue of new ordinary shares | ||||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | James Webber | ||||
| 2 | Reason for the notification | |||||
| a) | Position/status | Director, Chief Financial Officer | ||||
| b) | Initial notification /Amendment | Initial notification | ||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | Norman Broadbent plc | ||||
| b) | LEI | Not available | ||||
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary shares of 1p each in Norman Broadbent plc Identification code (ISIN) for Norman Broadbent plc ordinary shares: GB00B3VF4Y66 | ||||
| b) | Nature of the transaction | Purchase of shares | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information - Aggregated volume - Price | Single transaction as in 4 c) above
| ||||
| e) | Date of the transaction | 31 August 2016 | ||||
| f) | Place of the transaction | Outside a Trading Venue – conditional issue of new ordinary shares | ||||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | Brian Stephens | ||||
| 2 | Reason for the notification | |||||
| a) | Position/status | Director, Non-Executive Director | ||||
| b) | Initial notification /Amendment | Initial notification | ||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | Norman Broadbent plc | ||||
| b) | LEI | Not available | ||||
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary shares of 1p each in Norman Broadbent plc Identification code (ISIN) for Norman Broadbent plc ordinary shares: GB00B3VF4Y66 | ||||
| b) | Nature of the transaction | Purchase of shares | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information - Aggregated volume - Price | Single transaction as in 4 c) above
| ||||
| e) | Date of the transaction | 31 August 2016 | ||||
| f) | Place of the transaction | Outside a Trading Venue - conditional issue of new ordinary shares | ||||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | Johan Griesel | ||||
| 2 | Reason for the notification | |||||
| a) | Position/status | Financial Controller | ||||
| b) | Initial notification /Amendment | Initial notification | ||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | Norman Broadbent plc | ||||
| b) | LEI | Not available | ||||
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary shares of 1p each in Norman Broadbent plc Identification code (ISIN) for Norman Broadbent plc ordinary shares: GB00B3VF4Y66 | ||||
| b) | Nature of the transaction | Purchase of shares | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information - Aggregated volume - Price | Single transaction as in 4 c) above
| ||||
| e) | Date of the transaction | 31 August 2016 | ||||
| f) | Place of the transaction | Outside a Trading Venue - conditional issue of new ordinary shares | ||||
For further information, please contact:
Norman Broadbent plc
Scanes Bentley/Mike Brennan/James Webber 020 7484 0000
Allenby Capital
Nick Naylor/Alex Brearley/Liz Kirchner 020 3328 5656
For further information visit www.normanbroadbent.com
Important notice
Neither the contents of the Company's website nor the contents of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.
This announcement does not constitute, or form part of, a prospectus relating to the Company, nor does it constitute or contain any invitation or offer to any person, or any public offer, to subscribe for, purchase or otherwise acquire any shares in the Company or advise persons to do so in any jurisdiction, nor shall it, or any part of it form the basis of or be relied on in connection with any contract or as an inducement to enter into any contract or commitment with the Company.
The content of this announcement has not been approved by an authorised person within the meaning of the Financial Services and Markets Act 2000 ("FSMA").
This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States. This announcement is not for release, publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, the Republic of South Africa, Japan or any jurisdiction where to do so might constitute a violation of local securities laws or regulations (a "Prohibited Jurisdiction"). This announcement and the information contained herein are not for release, publication or distribution, directly or indirectly, to persons in a Prohibited Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction. This announcement has been issued by and is the sole responsibility of the Company.
Allenby Capital Limited is acting solely as nominated adviser and broker exclusively for the Company and no one else in connection with the contents of this announcement and will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the contents of this announcement nor will it be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the contents of this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on Allenby Capital Limited by FSMA or the regulatory regime established thereunder, Allenby Capital Limited accepts no responsibility whatsoever, and makes no representation or warranty, express or implied, for the contents of this announcement including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on behalf of it, the Company or any other person, in connection with the Company and the contents of this announcement, whether as to the past or the future. Allenby Capital Limited accordingly disclaims all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of the contents of this announcement or any such statement.
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