Successful Placing of CULS
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014.
12 July 2019
AFH FINANCIAL GROUP PLC
("AFH" or the "Company")
Successful Placing of Convertible Unsecured Loan Stock
AFH Financial Group plc (AIM: AFHP), a leading financial planning led wealth management firm, is pleased to announce that further to the announcement of 28 June 2019, it has successfully raised £15 million through the conditional issue of 4.0 per cent. convertible unsecured loan stock 2024 ("CULS") in denominations of £5,000 each, at a price of £5,000 per unit.
The net proceeds of the Placing are to be used to execute on the Company's acquisition pipeline and for general corporate purposes.
The Placing is conditional on the approval of Shareholders at a General Meeting. Accordingly, the Company also announces that Admission Particulars in connection with the admission of the CULS to trading on the International Securities Market of the London Stock Exchange ("Admission") and a notice of General Meeting (together the "Admission Particulars") containing details of the Placing and a summary of the terms of the CULS will be posted to Shareholders shortly. The General Meeting will be held at AFH House, Buntsford Drive, Stoke Heath, Bromsgrove, Worcestershire B60 4JE on 11.00am on 29 July 2019. A copy of the Admission Particulars will shortly be available online at https://www.afhwm.co.uk/investor-relations.
Subject to receiving the requisite approval of Shareholders, Admission is expected to commence at 8.00 a.m. on 30 July 2019.
The interest rate on the CULS will be 4.0 per cent. per annum (less any deduction or withholding required by law), payable semi-annually in equal instalments in arrears on 30 June and 31 December in each year.
CULS Holders will be able to convert their CULS into Ordinary Shares on a quarterly basis throughout the life of the CULS commencing on 31 December 2019 with the final conversion date being on 30 June 2024. All outstanding CULS that have not been redeemed, purchased or converted will be redeemed by the Company on the Final Maturity Date of 30 July 2024 at its nominal amount together with interest accrued up to but excluding the date of redemption. The initial conversion price will be 420 pence, being a 16.67 per cent. premium to the closing middle market price of the Ordinary Shares of 360 pence on 27 June 2019.
Liberum Capital Limited and Shore Capital Stockbrokers Limited acted as Joint Placing Agents in connection with the Placing.
Assuming that all the CULS were converted at the initial Conversion Price, the illustrative number of Ordinary Shares to be issued on exercise of Conversion Rights would be 3,571,428, representing 8.4 per cent. of the number of Ordinary Shares in issue at the date of this Announcement. The CULS will trade under TIDM AFHC and ISIN GB00BJLFJB09.
Unless otherwise defined, all capitalised terms in this Announcement are defined at the end of the announcement made on 28 June 2019 entitled "Proposed Conditional Placing of Convertible Unsecured Loan Stock".
Alan Hudson, CEO of AFH Financial Group plc, commented:
"This successful fundraise emphasises the consistent support we have had from institutional investors as we work towards our vision of building AFH into the leading financial planning-led wealth management firm in the UK. We look forward to updating the market on our progress throughout the course of the year."
AFH Financial Group PLC 01527 577 775
Alan Hudson, Chief Executive Officer
Paul Wright, Chief Financial Officer
Liberum (Nominated Adviser and Joint Placing Agent) 020 3100 2000
Richard Bootle / Euan Brown / Kane Collings
Shore Capital (Joint Placing Agent) 020 7408 4090
Hugh Morgan / Edward Mansfield / Daniel Bush
Yellow Jersey PR Limited (Financial PR) 077 4884 3871
Felicity Winkles / Tim Thompson / Annabel Atkins
Admission Particulars published and Forms of Proxy despatched
12 July 2019
Latest time and date for receipt of Forms of Proxy for use at the General Meeting
11.00 a.m. on 25 July 2019
11.00 a.m. on 29 July 2019
Admission and commencement of dealings in CULS on the International Securities Market
8.00 a.m. on 30 July 2019
CREST stock accounts credited with CULS issued in uncertificated form
8.00 a.m. on 30 July 2019
Definitive certificates for CULS issued in certificated form
within 10 Business Days of Admission
This Announcement contains forward-looking statements, including but not limited to statements about the Company's future plans and prospects. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future and therefore are based on current beliefs and expectations about future events. Forward-looking statements are not guarantees of future performance and actual operating results and financial condition, and the development of the industry in which the Company operates may differ materially from those made in or suggested by the forward-looking statements contained in this Announcement. Accordingly, prospective investors should not rely on these forward-looking statements. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. None of the Company, the Directors or the Joint Placing Agents undertake any obligation nor do they intend to revise or update any document unless required to do so by applicable law or regulation.
This Announcement and the information contained in it is restricted and is not for release, publication or distribution, directly or indirectly, in whole or in part, in, into or from the United States (including its territories and possessions, any state of the United States or any Excluded Jurisdiction or any other jurisdiction where to do so might constitute a violation of local securities laws or regulations. The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the US Securities Act of 1933, as amended ("Securities Act") or the applicable laws of other jurisdictions.
This Announcement is for information purposes only and does not constitute an offer or invitation to sell or issue or the solicitation of an offer to buy, acquire or subscribe for CULS to or by anyone in any Excluded Jurisdiction or to any person to whom it is unlawful to make such offer or invitation or undertake such solicitation. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. Subject to certain exceptions, the CULS may not be offered or sold in any Excluded Jurisdiction or to, or for the account or benefit of any national resident or citizen of any Excluded Jurisdiction. This Announcement does not constitute an extension into the United States of the offer mentioned in this Announcement, nor does it constitute nor form part of an offer to sell securities or the solicitation of an offer to buy securities in the United States. The CULS have not been and will not be registered under the Securities Act or under any securities laws or with any securities regulatory authority of any state or other jurisdiction of the United States. The CULS may not be offered, sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, into or within the United States absent registration under the Securities Act or an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer of the CULS in the United States.
The distribution of this Announcement and the offering of the CULS in certain jurisdictions other than the United Kingdom may be restricted by law. Subject to certain exceptions, no action has been taken by the Company or the Joint Placing Agents that would permit an offering of the CULS or possession or distribution of this Announcement or any other offering or publicity material relating to the CULS in the Excluded Jurisdictions or in any other jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company or the Joint Placing Agents to inform themselves about, and to observe, any such restrictions.
This Announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Joint Placing Agents or by any of their respective affiliates or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
The Joint Placing Agents, each of which is authorised and regulated in the United Kingdom by the FCA, are each acting exclusively for the Company and no one else in connection with the Placing and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice, in relation to the Placing or any other matter referred to in this Announcement.
Apart from the responsibilities and liabilities, if any, which may be imposed on the Joint Placing Agents by the FSMA or the regulatory regime established thereunder, the London Stock Exchange, the Rules of the International Securities Market, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither the Placing Agents, nor any of their respective affiliates, directors, officers, employees, advisers, representatives or agents accept any responsibility whatsoever for, or makes any representation or warranty, express or implied, as to the contents of this Announcement, including its accuracy or completeness or for any other statement made or purported to be made by it or on behalf of it, the Company, the Directors or any other person, in connection with the Company, the CULS, the Placing or Admission, and nothing in this Announcement should be relied upon as a promise of representation in this respect, whether as to the past or the future. Each of the Joint Placing Agents, and their respective affiliates, directors, officers, employees, advisers, representatives or agents, accordingly disclaims to the fullest extent permitted by law all and any responsibility or liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of this Announcement or any such statement.
Statements contained in this Announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future.
No statement in this Announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company. The price of shares and securities and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares or securities.
The CULS to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than on the London Stock Exchange's International Securities Market.
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.
Notes to Editors
AFH Financial Group (AIM: AFHP) is leading UK financial planning-led wealth management firm based in the Midlands. Founded in 1990 by CEO Alan Hudson, the Company provides wealth management and financial advisory services to over 20,000 clients in the UK. These services are delivered by over 450 professional advisers and 400 support staff.
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