Rbg Holdings Regulatory News (RBGP)

3 March 2023

RBG Holdings plc

("RBG" or "the Group")

Board Changes and Notice of Results

Further to its announcement on 31 January 2023, the Board of RBG Holdings plc (AIM: RBGP), the legal and professional services group, is pleased to confirm that the following individuals have today been appointed to the Group Board:

· Jon Divers - Chief Executive Officer

· Tania MacLeod - Executive Director

· Nick Davis - Executive Director

(together, the "New Directors").

Commenting on the confirmation of the appointments, Marianne Ismail, Non-Executive Director, said:

"The appointment of these executives to the Board marks an important inflection point for the Group and the executive members of the Board are now more closely aligned with those who deliver revenue and drive growth.

"Jon has already demonstrated an excellent ability to lead and manage the business in his role as COO of the Group and we look forward to him taking a more market focussed role. Nick brings a wealth of experience in law firm management and on AIM related matters and will help guide the Board in respect of its legal growth strategy and market responsibilities. Tania is the Group's longest serving partner and has a high degree of familiarity with the Group from both a commercial and management perspective. The benefits of these changes are already being felt across the business."

For the avoidance of doubt, the Non-Executive Board remains unchanged. The Board now comprises four Executive and four Non-Executive Directors.

Notice of Results

The Company will announce its results for the year ended 31 December 2022 on 26 April 2023. As stated in the announcement on 31 January 2023, unaudited FY22 revenue, adjusted EBITDA and adjusted operating profit are expected to be in line with consensus market expectations(1)  and the Group intends to pay a second interim dividend for the twelve months to 31 December 2022 which will be announced on 26 April 2023.

About the New Directors

Save as set out below, there is no further information to be disclosed in respect of Jon Divers, Nick Davis and Tania MacLeod under Schedule 2(g) of the AIM Rules.

Jon Divers joined RBG Legal Services in February 2022 as Chief Operating Officer. Prior to this role in Professional Services, Jon held a variety of senior management and Managing Director roles in the transport and logistics sector. He has a strong focus on organic revenue growth and margin through cost control and believes all businesses have an opportunity for improved efficiency.

Jon's background in industry has given him a broad range of experience working with international and time sensitive supply chains, union wage negotiations and demanding clients. Jon has already demonstrated that these commercial skills transfer well into Professional Services as a sector that is transforming and changing rapidly.

Nick Davis is a qualified lawyer with over 20 years of experience in practice. Nick was CEO of Memery Crystal LLP (trading as MC Partners LLP or "Memery Crystal") at the time of its acquisition by the Group in May 2021. Nick joined Memery Crystal in 2000 and specialises in corporate finance with expertise in IPOs, equity capital markets and mergers & acquisitions. Nick sits on the AIM Advisory Group of the London Stock Exchange, a group that provides input and advises on matters affecting the operation and regulation of AIM. Nick was previously a Non-Executive Director of AIM Listed Shanta Gold Limited between 2012 and 2014, and a Director of a subsidiary of The Supreme Cannabis Company listed on the TSX.

Tania MacLeod is a qualified lawyer who trained at, and in 1997 became a partner in, Rosenblatt Solicitors. In 2018, the business of Rosenblatt Solicitors was acquired by Rosenblatt Limited, which was subsequently acquired by Rosenblatt Group plc (now RBG Holdings plc) as part of its IPO and admission to AIM. Tania will continue in a fee earning capacity as Senior Partner of Rosenblatt and Head of Dispute Resolution, titles which she will retain upon her appointment to the Group Board. 

The following disclosures are required regarding the appointment of the New Directors pursuant to Schedule 2(g) of the AIM Rules for Companies ("AIM Rules"): 

Jonathan William Divers (aged 52):

As at the date of this announcement, Jon Divers does not hold any ordinary shares in the Group.

Nicholas Leon Davis (aged 51):

As at the date of this announcement, Nick Davis owns 1,100,674 ordinary shares in the Group (or 1.15% of issued share capital).

Tania Jacqueline MacLeod (née Baldwin) (aged 55):

Mrs MacLeod was an LLP Designated Member of Programmed Planned Exit LLP which entered creditors' liquidation in September 2016 and was then dissolved on 10 November 2022. Total claims made by unsecured creditors in relation to the liquidation were £1,194,462.56 and a sum in excess of this amount was paid to the liquidators. As a result of liquidation fees incurred, at the direction of the principal creditor, total distributions paid to unsecured creditors equalled 81.14p in the £.

As at the date of this announcement, Tania MacLeod owns 1,305,044 ordinary shares in the Group (or 1.37% of issued share capital).

- Ends -

Enquiries:

Notes to Editors

· (1) RBG understands that consensus market expectations for the year ended 31 December 2022 are for revenues of £49.5 million, Adj. EBITDA of £11.2 million and Adj. PBT of £6.9 million (Source: FactSet)

About RBG Holdings plc

· Further information is available on RBG Holdings plc's website

· Follow RBG Holdings on LinkedIn