REG - FRP Advisory Grp PLC - Result of Placing

Frp AdvisoryAnnouncement

24/05/2024 07:00

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240524:nRSX7461Pa&default-theme=true

RNS Number : 7461P  FRP Advisory Group PLC  24 May 2024

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO
DO SO.

 

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR
ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES IN FRP ADVISORY GROUP PLC OR ANY OTHER ENTITY IN ANY JURISDICTION.
NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE
BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN
RESPECT OF FRP ADVISORY GROUP PLC. PLEASE SEE THE IMPORTANT NOTICE AT THE END
OF THIS ANNOUNCEMENT.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"), AND IS
DISCLOSED IN ACCORDANCE WITH OBLIGATIONS UNDER ARTICLE 17 OF MAR. UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO
BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN
POSSESSION OF INSIDE INFORMATION.

 

24 May 2024

FRP Advisory Group plc

("FRP" or the "Company")

 

Results of Placing

 

FRP Advisory Group plc, a leading national specialist business advisory firm,
is pleased to announce that further to the announcement made yesterday, the
Bookbuild has been successful and has now closed, with the Placing
oversubscribed.

 

20,365,453 Placing Shares have been placed under the Placing with new and
existing institutional investors at a placing price of 128 pence per Placing
Share ("Placing Price"), with the Selling Shareholders having sold 20,365,453
Placing Shares.

 

Cavendish acted as sole bookrunner in connection with the Placing.

 

Following the Placing, the extensions to the lock-in arrangements applicable
to the balance of Selling Shareholders' Ordinary Shares, as described in the
announcement made on 23 May 2024, have become effective.

 

Accordingly, following the Placing, approximately 59.4 million Ordinary Shares
(approximately 23% of the Company's issued share capital) held by former and
current Partners (including Geoff Rowley, Chief Executive Officer and Jeremy
French, Chief Operating Officer) will be subject to lock-in agreements
expiring at the end of July 2026. A single Selling Shareholder, who is not
party to an existing lock-in agreement, will be subject to a reduced lock-in
period ending on 31 August 2024.

 

Unless otherwise defined herein, capitalised terms used in this announcement
have the meanings given to them in the Company's announcement made on 23 May
2024.

 

Director Participation

 

As part of the Placing, the Company has been notified that Geoff Rowley and
Jeremy French, sold 1,890,933 and 1,512,746 Ordinary Shares, respectively, at
a price of 128 pence per Ordinary Share. Following these transactions, Geoff
Rowley holds a beneficial interest in 5,672,797 Ordinary Shares, representing
2.24 per cent.  of the Company's issued share capital and Jeremy French holds
a beneficial interest in 4,538,238 Ordinary Shares, representing 1.79 per
cent. of the Company's issued share capital.

 

The notifications below, made in accordance with the requirements of the UK
version of the EU Market Abuse Regulation, provide further detail.

 

Geoff Rowley, Chief Executive Officer of FRP Advisory Group plc, said:

 

"The reception to the Placing from both new and existing investors has been
strong, which is testament to the continued execution of our growth strategy.
This has seen the business (revenue, profit and the team) double since our IPO
in 2020, with dividend payments growing consistently over the same period.

The strength of our people underpins the success of our business and I would
like to thank all of FRP's colleagues, including Partners, many of whom have
now entered renewed lock in arrangements, for their continued support.

I would also like to thank and welcome our new and existing institutional
shareholders who participated in the Placing and look forward to generating
future growth and returns with their support."

 

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

 

Enquiries:

 

FRP Advisory Group plc

Geoff Rowley, CEO

Jeremy French, COO

Gavin Jones, CFO

Enquiries via MHP

 

Cavendish Capital Markets Limited (Nominated Adviser and Joint Broker)

Katy Birkin/Stephen Keys/George Lawson (Corporate Finance)

Tel: +44 (0) 207 220 0500

 

Investec Bank plc (Joint Broker)

Carlton Nelson / James Rudd (Corporate Broking)

Tel: +44 (0) 207 597 4000

 

MHP (Financial Public Relations)

Oliver Hughes

Charlie Barker

Catherine Chapman

Tel: +44 (0) 783 462 3818

FRP@mhpgroup.com (mailto:FRP@mhpgroup.com)

 

Notes to Editors

FRP is a leading national specialist business advisory firm established in
2010. It offers a range of advisory services to companies, lenders, investors
and other stakeholders, as well as individuals. These services include:

 

·    Restructuring advisory: corporate financial advisory, formal
insolvency appointments, informal restructuring advisory, personal insolvency
and general advice to all stakeholders.

·    Corporate finance: mergers & acquisitions (M&A), strategic
advisory and valuations, financial due diligence, capital raising, special
situations M&A and partial exits.

·    Debt advisory: raising and refinancing debt, debt amendments and
extensions, restructuring debt, asset based lending and corporate and
leveraged debt advisory.

·    Forensic services: forensic investigations, compliance and risk
advisory, dispute services and forensic technology.

·    Financial advisory: transaction services including financial due
diligence, lender services, financial modelling, valuations, pensions and
company-side advisory services.

 

Important Notice:

 

MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.
THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT RELATES ARE ONLY
ADDRESSED TO AND DIRECTED AT (1) IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC
AREA, PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E)
OF THE PROSPECTUS REGULATION 2017/1129 ("PROSPECTUS REGULATION"); AND (2) IN
THE UNITED KINGDOM, PERSONS WHO ARE QUALIFIED INVESTORS AS DEFINED WITHIN THE
PROSPECTUS REGULATION AS IT FORMS PART OF RETAINED UK LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 AND (I) HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED)
(THE "ORDER"); OR (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER OR
(III) ARE PERSONS TO WHOM AN OFFER OF THE PLACING SHARES MAY OTHERWISE
LAWFULLY BE MADE (ALL SUCH PERSONS REFERRED TO IN (1) AND, (2) TOGETHER BEING
REFERRED TO AS "RELEVANT PERSONS"). THE INFORMATION REGARDING THE PLACING SET
OUT IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE
NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED
IN ONLY WITH RELEVANT PERSONS.

 

THE PLACING SHARES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE US
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND,
ABSENT REGISTRATION, MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES (AS
DEFINED IN REGULATION S UNDER THE SECURITIES ACT) EXCEPT PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND THE SECURITIES LAWS OF ANY RELEVANT
STATE OR OTHER JURISDICTION OF THE UNITED STATES. THERE WILL BE NO PUBLIC
OFFERING OF THE PLACING SHARES IN THE UNITED STATES OR ELSEWHERE.

 

THE PLACING SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE US SECURITIES
AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY
AUTHORITY IN THE UNITED STATES, NOR HAVE ANY OF THE FOREGOING AUTHORITIES
PASSED UPON OR ENDORSED THE MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY
OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE
IN THE UNITED STATES.

 

NO PROSPECTUS OR OFFERING DOCUMENT HAS BEEN OR WILL BE PREPARED IN CONNECTION
WITH THE PLACING. ANY INVESTMENT DECISION TO BUY SECURITIES IN THE PLACING
MUST BE MADE SOLELY ON THE BASIS OF PUBLICLY AVAILABLE INFORMATION. SUCH
INFORMATION IS NOT THE RESPONSIBILITY OF AND HAS NOT BEEN INDEPENDENTLY
VERIFIED BY THE COMPANY, LINK MARKET SERVICES TRUSTEES LIMITED ("LINK"), THE
SELLING SHAREHOLDERS, CAVENDISH OR ANY OF THEIR RESPECTIVE AFFILIATES.

 

NEITHER THIS ANNOUNCEMENT NOR ANY COPY OF IT MAY BE TAKEN, TRANSMITTED OR
DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES
(INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND
THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR
JAPAN. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION
OF US, AUSTRALIAN, CANADIAN, SOUTH AFRICAN OR JAPANESE SECURITIES LAWS.

 

THE DISTRIBUTION OF THIS ANNOUNCEMENT AND THE OFFERING OR SALE OF THE PLACING
SHARES IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. NO ACTION HAS BEEN
TAKEN BY THE COMPANY, LINK, THE SELLING SHAREHOLDERS, CAVENDISH OR ANY OF
THEIR RESPECTIVE AFFILIATES THAT WOULD, OR WHICH IS INTENDED TO, PERMIT A
PUBLIC OFFER OF THE PLACING SHARES IN ANY JURISDICTION, OR POSSESSION OR
DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY OTHER OFFERING OR PUBLICITY MATERIAL
RELATING TO THE PLACING SHARES, IN ANY JURISDICTION WHERE ACTION FOR THAT
PURPOSE IS REQUIRED. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE
REQUIRED BY THE COMPANY, LINK, THE SELLING SHAREHOLDERS AND CAVENDISH TO
INFORM THEMSELVES ABOUT AND TO OBSERVE ANY APPLICABLE RESTRICTIONS.

 

CAVENDISH, WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT
AUTHORITY IN THE UNITED KINGDOM, IS ACTING ONLY FOR LINK IN CONNECTION WITH
THE PLACING AND WILL NOT BE RESPONSIBLE TO ANYONE OTHER THAN LINK FOR
PROVIDING THE PROTECTIONS OFFERED TO THE CLIENTS OF CAVENDISH, NOR FOR
PROVIDING ADVICE IN RELATION TO THE PLACING OR ANY MATTERS REFERRED TO IN THIS
ANNOUNCEMENT, AND APART FROM THE RESPONSIBILITIES AND LIABILITIES (IF ANY)
IMPOSED ON CAVENDISH BY FSMA, ANY LIABILITY THEREFORE IS EXPRESSLY DISCLAIMED.
ANY OTHER PERSON IN RECEIPT OF THIS ANNOUNCEMENT SHOULD SEEK THEIR OWN
INDEPENDENT LEGAL, INVESTMENT AND TAX ADVICE AS THEY SEE FIT.

 

REFERENCES TO TIME IN THIS ANNOUNCEMENT ARE TO LONDON TIME, UNLESS OTHERWISE
STATED. ALL TIMES AND DATES IN THIS ANNOUNCEMENT MAY BE SUBJECT TO AMENDMENT.

 

CERTAIN STATEMENTS IN THIS ANNOUNCEMENT ARE FORWARD-LOOKING STATEMENTS. BY
THEIR NATURE, FORWARD-LOOKING STATEMENTS INVOLVE A NUMBER OF RISKS,
UNCERTAINTIES AND ASSUMPTIONS THAT COULD CAUSE ACTUAL RESULTS OR EVENTS TO
DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED BY THE FORWARD-LOOKING
STATEMENTS. THESE RISKS, UNCERTAINTIES AND ASSUMPTIONS COULD ADVERSELY AFFECT
THE OUTCOME AND FINANCIAL CONSEQUENCES OF THE PLANS AND EVENTS DESCRIBED
HEREIN. NO ONE UNDERTAKES ANY OBLIGATION TO PUBLICLY UPDATE OR REVISE ANY
FORWARD-LOOKING STATEMENT, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE
EVENTS OR OTHERWISE. READERS SHOULD NOT PLACE ANY UNDUE RELIANCE ON
FORWARD-LOOKING STATEMENTS WHICH SPEAK ONLY AS OF THE DATE OF THIS
ANNOUNCEMENT. STATEMENTS CONTAINED IN THIS ANNOUNCEMENT REGARDING PAST TRENDS
OR EVENTS SHOULD NOT BE TAKEN AS REPRESENTATION THAT SUCH TRENDS OR EVENTS
WILL CONTINUE IN THE FUTURE.

 

NEITHER THE CONTENT OF THE COMPANY'S WEBSITE NOR ANY WEBSITE ACCESSIBLE BY
HYPERLINKS ON THE COMPANY'S WEBSITE IS INCORPORATED IN, OR FORMS PART OF, THIS
ANNOUNCEMENT.

 

Information to Distributors

 

Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process, which has determined that the
ordinary shares in the Company (the "Ordinary 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 as defined
in MiFID II; and (ii) eligible for distribution through all distribution
channels as are permitted by MiFID II (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, Distributors should note that:
the price of Ordinary Shares may decline and investors could lose all or part
of their investment; the Ordinary Shares offer no guaranteed income and no
capital protection; and an investment in the Ordinary 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 the
requirements of any contractual, legal or regulatory selling restrictions in
relation to the Placing.  Furthermore, it is noted that, notwithstanding the
Target Market Assessment, Cavendish 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 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
Ordinary Shares. Each distributor is responsible for undertaking its own
target market assessment in respect of the Ordinary Shares and determining
appropriate distribution channels.

 

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 of PDMR                                                 Geoff Rowley
 2   Reason for notification

 a.  Position/Status                                              Chief Executive Officer
 b.  Initial notification/                                        Initial Notification

     Amendment
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a.  Name                                                         FRP Advisory Group plc
 b.  LEI                                                          213800IPCG6DE1CVLY36
 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  Ordinary shares of £0.001 each

     Identification Code

                                                                  GB00BL9BW044
 b.  Nature of the transaction                                    Sale of Ordinary Shares
 c.  Price(s) and volume(s)                                       Price(s)                    Volume(s)
     £1.28                                                                                    1,890,933
 d.  Aggregated information

     - Aggregated Volume                                          N/A single transaction

     - Price                                                      N/A single transaction

 e.  Date of the transaction                                      24 May 2024

 f.  Place of the transaction                                     AIMX

 

 

 1   Details of the person discharging managerial responsibilities/person closely
     associated
 a.  Name of PDMR                                                 Jeremy French
 2   Reason for notification

 a.  Position/Status                                              Chief Operating Officer
 b.  Initial notification/                                        Initial Notification

     Amendment
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a.  Name                                                         FRP Advisory Group plc
 b.  LEI                                                          213800IPCG6DE1CVLY36
 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  Ordinary shares of £0.001 each

     Identification Code

                                                                  GB00BL9BW044
 b.  Nature of the transaction                                    Sale of Ordinary Shares
 c.  Price(s) and volume(s)                                       Price(s)                    Volume(s)
     £1.28                                                                                    1,512,746
 d.  Aggregated information

     - Aggregated Volume                                          N/A single transaction

     - Price                                                      N/A single transaction

 e.  Date of the transaction                                      24 May 2024

 f.  Place of the transaction                                     AIMX

 

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  ROIPPURUAUPCGRW