REG - Stifel Nicolaus Euro PensionBee Group plc - Results of Secondary Placing in PensionBee

PensionbeeAnnouncement

21/06/2024 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:20240621:nRSU3003Ta&default-theme=true

RNS Number : 3003T  Stifel Nicolaus Europe Limited  21 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NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE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, 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 PENSIONBEE 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 PENSIONBEE 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.

 

21 June 2024

 

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

 

Further to the announcement of 20 June 2024, Romi Savova, Jonathan Lister
Parsons and Mark Wood CBE (together the "Selling Block") announce that,
following reverse inquiry to increase the institutional ownership of and
liquidity in the Company's shares, they have placed in aggregate 5.6 million
ordinary shares in PensionBee (the "Placing Shares") at a price of 153.5 pence
per share (the "Placing"), with institutional investors. The Placing price
presents a nil discount to the mid-market closing price on 20 June 2024.

 

The Placing was significantly oversubscribed and was strongly supported by
both existing and new institutional investors. Following the Placing, the
Company's free float increased to approximately 50% and its institutional
shareholder base increased to approximately 35% of the share capital.

 

The Placing Shares represent approximately 2.5 per cent. of the Company's
current issued ordinary share capital. Following the completion of the
Placing, the Selling Block will reduce their ownership of the Company's
ordinary shares from 42.8% to 40.3% as follows:

 

 Seller                   Current ownership  Current % stake  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)  Following completion of the Placing, the aggregate shareholding of Mark
Wood CBE and Persons Closely Associated with him will be 2,547,805 ordinary
shares, including Mark's 2,482,805 ordinary shares and Lisa Walden's 65,000
ordinary shares.

This 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.

 

Stifel Nicolaus Europe Limited (trading as Keefe, Bruyette & Woods)
("KBW") acted as Sole Bookrunner in connection with the Placing. The trade
date for the Placing will be 21 June 2024 and settlement is expected to occur
on a T+2 basis on 25 June 2024, subject to the satisfaction or waiver of
certain customary conditions.

 

Romi Savova, CEO of PensionBee, commented:

"As part of our ongoing commitment to the public markets and following
significant reverse inquiries, we are pleased to have offered additional
liquidity to the market, with a focus on increasing institutional share
ownership in PensionBee's shares. Following this process, PensionBee's free
float will increase to approximately 50% and institutional share ownership
will increase to approximately 35%. We are pleased current shareholders
continue to increase their ownership of PensionBee and to welcome new
shareholders."

 

Enquiries:

KBW, a Stifel Company (Sole Bookrunner)

Alistair McKay

Alberto Moreno Blasco

Erik Anderson

Nick Harland

 

Important Notice:

 

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 reserve 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 Financial Services Limited (which
is acting as agent for the Selling Block) ("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.

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  ROIQKKBDCBKDQAB