REG - Stifel Nicolaus Euro PensionBee Group plc - Proposed Secondary Placing in PensionBee

PensionbeeAnnouncement

20/06/2024 17:00

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RNS Number : 2819T  Stifel Nicolaus Europe Limited  20 June 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NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE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 OF AMERICA, CANADA, AUSTRALIA, THE
REPUBLIC OF SOUTH AFRICA OR JAPAN OR IN OR INTO ANY OTHER JURISDICTION WHERE
TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION,
RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE
ACQUIRE OR DISPOSE OF ANY SECURITIES OF PENSIONBEE GROUP PLC IN ANY
JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.
PLEASE SEE THE IMPORTANT INFORMATION AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (596/2014/EU) AS IT FORMS PART OF UK DOMESTIC LAW
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 AS AMENDED ("MAR"). UPON
THE PUBLICATION OF THIS ANNOUNCEMENT, SUCH INFORMATION WILL NO LONGER
CONSTITUTE INSIDE INFORMATION.

20 June 2024

PROPOSED PLACING OF 5.6 MILLION SHARES IN PENSIONBEE GROUP PLC (THE "COMPANY"
OR "PENSIONBEE")

Certain Directors and members of the management team of PensionBee, being Romi
Savova, Jonathan Lister Parsons and Mark Wood CBE (together the "Selling
Block") announce that, following reverse inquiry and in order to increase
liquidity in the Company's shares and to broaden the Company's shareholder
register, they intend to sell in aggregate 5.6 million ordinary shares in
PensionBee (the "Placing Shares"), representing approximately 2.5 per cent. of
the Company's current issued ordinary share capital.

Throughout the Company's investor relations engagements over the past 6
months, there has been consistent feedback that increasing liquidity, free
float and institutional share ownership is important to both current and
potential investors.

The placement aims to increase the Company's institutional ownership to
approximately 35% and the free float to approximately 50% of the issued share
capital.

The Placing Shares are being offered by way of an accelerated bookbuild (the
"Placing") to institutional investors, which will be launched immediately
following this announcement. Stifel Nicolaus Europe Limited (trading as Keefe,
Bruyette & Woods) ("KBW") is acting as Sole Bookrunner (the "Sole
Bookrunner") for Equiniti Financial Services Limited ("Equiniti"), who is
acting as agent for the Selling Block in connection with the Placing.

The final number of Placing Shares to be placed, and the price at which the
Placing Shares are to be placed, will be agreed by the Sole Bookrunner and the
Selling Block at the close of the bookbuild process, and the results of the
Placing will be announced as soon as practicable thereafter. The timings for
the close of the bookbuild process are at the absolute discretion of the Sole
Bookrunner. The Placing is subject to demand, price and market conditions. The
Selling Block has agreed to sell pursuant to a block trade agreement in
relation to the Placing. Completion of the Placing is conditional on the block
trade agreement not being terminated prior to completion of the Placing.

Assuming 5.6 million Placing Shares are sold in the Placing, the Selling Block
will reduce their ownership of ordinary share capital of the Company from
42.8% to 40.3%, as follows:

 

 Seller                   Current ownership  Current % stake  Proposed sale  Resultant ownership  Resultant % stake
 Romi Savova              80,040,722         35.6%            4,002,036      76,038,686           33.8%
 Jonathan Lister Parsons  13,322,800         5.9%             1,332,280      11,990,520           5.3%
 Mark Wood CBE            2,757,175((1))     1.2%             274,370        2,482,805((2))       1.1%
 Total                    96,120,697         42.8%            5,608,686      90,512,011           40.3%

(1) The current aggregate shareholding of Mark Wood CBE and Persons Closely
Associated with him is 2,822,175 Ordinary Shares. Mark Wood CBE holds
2,757,175 ordinary shares and Lisa Walden holds 65,000 Ordinary Shares.

(2) Assuming completion of the Placing, the aggregate shareholding of Mark
Wood CBE and Persons Closely Associated with him would be 2,547,805 ordinary
shares, including Mark's 2,482,805 ordinary shares and Lisa Walden's 65,000
ordinary shares.

 

This represents 5.0% of Romi's shareholding and 10% of Mark and Jonathan's
shareholdings. As a result of the transaction, the directors will reduce their
collective shareholding from 42.8% to 40.3%.

The transaction is currently intended to be a sole exercise and the Selling
Block will be subject to a lock-up for 365 days in relation to all other
ordinary shares held by them and any person controlled by or controlling or
under common control with them after completion of the Placing (unless consent
is granted by the Sole Bookrunner). This is subject to customary exceptions
and subject to transfers of ordinary shares issued after the date of this
announcement upon the exercise of options under any share option schemes but
only to the extent necessary to cover any applicable tax liability arising on
exercise of such options.

The Company will not receive any proceeds from the Placing.

 

Enquiries:

KBW, a Stifel Company (Sole Bookrunner)

Alistair McKay

Alberto Moreno Blasco

Erik Anderson

Nick Harland

Important Information:

 

This announcement is not for publication or distribution or release, directly
or indirectly, in or into the United States of America (including its
territories and possessions, any state of the United States and the District
of Columbia), Canada, Australia, South Africa, Japan or any other jurisdiction
where such an announcement would be unlawful. The distribution of this
announcement may be restricted by law in certain jurisdictions and persons
into whose possession this document or other information referred to herein
comes should inform themselves about and observe any such restriction. Any
failure to comply with these restrictions may constitute a violation of the
securities laws of any such jurisdiction. No action has been taken that would
permit an offering of the Placing Shares or possession or distribution of this
announcement in any jurisdiction where action for that purpose is required.

This announcement does not constitute or form part of an offer for sale or
solicitation of an offer to purchase or subscribe for securities in the United
States, Canada, Australia, South Africa, Japan or any other jurisdiction and
the securities referred to herein have not been registered under the
securities laws of any such jurisdiction. 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 any other
jurisdiction of the United States, and may not be offered or sold, directly or
indirectly, in the United States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of, the Securities
Act and in compliance with all applicable securities laws of any State or any
other jurisdiction of the United States. No public offering of securities is
being made in the United States or in any other jurisdiction.

In member states of the European Economic Area ("EEA"), this announcement and
any offer of Placing Shares if made subsequently is directed exclusively at
persons who are "qualified investors" within the meaning of the Prospectus
Regulation ("Qualified Investors"). For these purposes, the expression
"Prospectus Regulation" means Regulation (EU) 2017/1129. In the United Kingdom
this announcement is only being distributed to, and is only directed at, and
any investment or investment activity to which this announcement relates is
available only to, and will be engaged in only with, Qualified Investors who
are (i) investment professionals falling with Article 19(5) of the UK
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as
amended) (the "Order"); or (ii) high net worth entities falling within Article
49(2)(a) to (d) of the Order, or (iii) other persons to whom an offer of the
Placing Shares may otherwise be lawfully communicated (all such persons
together being referred to as "relevant persons"). Persons who are not
relevant persons should not take any action on the basis of this announcement
and should not act or rely on it.

No prospectus or offering document has been or will be prepared in connection
with the Placing. Any investment decision in connection with the Placing must
be made on the basis of all publicly available information relating to the
Company and its shares. Such information has not been independently verified
and the Selling Block and the Sole Bookrunner are not responsible, and
expressly disclaim any liability, for such information. The information
contained in this announcement is for background purposes only and does not
purport to be full or complete. No reliance may be placed for any purpose on
the information contained in this announcement or its accuracy or
completeness.

In connection with the Placing, the Sole Bookrunner or any of its affiliates
may take up a portion of the Placing Shares as a principal position and in
that capacity may retain, purchase, sell or offer to sell for its own account
such Placing Shares and other securities of the Company or related investments
in connection with the Placing or otherwise. Accordingly, references to the
Placing Shares being issued, offered, subscribed, acquired, placed or
otherwise dealt in should be read as including any issue or offer to, or
subscription, acquisition, placing or dealing by the Sole Bookrunner and any
of its affiliates acting as investors for their own accounts. The Sole
Bookrunner does not intend to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or regulatory
obligations to do so.

This announcement does not purport to identify or suggest the risks (direct or
indirect) which may be associated with an investment in the Company or its
shares.

This announcement does not constitute a recommendation concerning the Placing.
The price and value of securities and any income from them can go down as well
as up. Past performance is not a guide to future performance. Acquiring
Placing Shares to which this announcement relates may expose an investor to a
significant risk of losing all of the amount invested. Potential investors
should consult a professional advisor as to the suitability of the Placing for
the entity or person concerned. This announcement does not represent the
announcement of a definitive agreement to proceed with the Placing and,
accordingly, there can be no certainty that the Placing will proceed. The
Selling Block reserves the right not to proceed with the Placing or to vary
the terms of the offering in any way.

Keefe, Bruyette & Woods (acting through Stifel Nicolaus Europe Limited),
which is authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting for Equiniti only in connection with the Placing
and no one else, and will not be responsible to anyone other than Equiniti for
providing the protections offered to clients nor for providing advice in
relation to the Placing Shares or the Placing, the contents of this
announcement or any transaction, arrangement or other matter referred to in
this announcement.

Certain figures contained in this announcement, including financial
information, have been subject to rounding adjustments. Accordingly, in
certain instances, the sum or percentage change of the numbers contained in
this announcement may not conform exactly with the total figure given.

This announcement includes statements that are, or may be deemed to be,
forward-looking statements. These forward-looking statements may be identified
by the use of forward-looking terminology, including the terms "intends",
"expects", "will", or "may", or, in each case, their negative or other
variations or comparable terminology, or by discussions of strategy, plans,
objectives, goals, future events or intentions. These forward-looking
statements include all matters that are not historical facts and include
statements regarding intentions, beliefs or current expectations. No
assurances can be given that the forward-looking statements in this
announcement will be realised. As a result, no undue reliance should be placed
on these forward-looking statements as a prediction of actual events or
otherwise.

 

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