TIDMAFHP TIDMAFHB
RNS Number : 4044F
AFH Financial Group Plc
12 July 2019
THIS ANNOUNCEMENT, INCLUDING THE APPICES 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 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 GBP15 million through the conditional issue of 4.0 per cent.
convertible unsecured loan stock 2024 ("CULS") in denominations of
GBP5,000 each, at a price of GBP5,000 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."
Enquiries:
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
Expected Timetable
Admission Particulars published and 12 July 2019
Forms of Proxy despatched
Latest time and date for receipt 11.00 a.m. on 25 July 2019
of Forms of Proxy for use at the
General Meeting
General Meeting 11.00 a.m. on 29 July 2019
Admission and commencement of dealings 8.00 a.m. on 30 July 2019
in CULS on the International Securities
Market
CREST stock accounts credited with 8.00 a.m. on 30 July 2019
CULS issued in uncertificated form
Definitive certificates for CULS within 10 Business Days
issued in certificated form of Admission
Important Notices
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.
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 or visit www.rns.com.
END
IODLLFVIDEIFLIA
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