TIDMHW.
RNS Number : 0630B
Harwood Wealth Management Group PLC
30 March 2017
30 March 2017
Harwood Wealth Management Group plc
("Harwood" or the "Company")
Result of Placing - Company raising GBP10m net of expenses
Harwood (AIM: HW.), a leading UK based financial planning and
discretionary wealth management group, is pleased to announce that,
following its earlier announcement, the Company has conditionally
raised net proceeds of GBP10 million through the successful placing
of 6,954,000 Placing Shares at a price of 150 pence per new
Ordinary Share. The Placing has been arranged by N+1 Singer.
The net proceeds of the Placing (being approximately GBP10
million) will be used principally to finance new acquisitions.
In conjunction with the Placing, Neil Dunkley (Joint Chief
Executive Officer), Sian Dunkley (Neil Dunkley's wife) and Mark
Howard (Chief Commercial Officer) (together the "Selling
Shareholders"), have conditionally agreed to sell 1,333,000
existing Ordinary Shares at the Placing Price. The Selling
Shareholders have agreed to a 12 month lock-in in respect of their
remaining Ordinary Shares.
The Placing and Share Sale are conditional on, amongst other
things, the passing of the Resolutions to be proposed at the
General Meeting to be held at the offices of N+1 Singer, One
Bartholomew Lane London EC2N 2AX. The Circular, which provides
further details of the Placing and includes a notice convening the
General Meeting, is expected to be sent to shareholders and be
available on the Company's website in the coming few days.
Neil Dunkley, Joint CEO of Harwood, commented:
"We are delighted with the strong support from investors, which
caps a remarkable first 12 months as a listed Company. It is
particularly pleasing to welcome a number of new institutional
shareholders and we are extremely encouraged that they have chosen
to back us.
Our full year results, announced in January, were proof of the
strength of our model and these additional funds will enable the
Company to pursue more acquisition opportunities. I would like to
thank our customers, shareholders and employees for their
continuing support."
Directors' interests
Immediately following Admission, the Selling Shareholders will
together hold an aggregate of 20,066,012 Ordinary Shares,
representing 32.08 per cent. of the Enlarged Share Capital, as set
out in the table below:
Number Number Percentage
of Sale of Ordinary of Enlarged
Shares Shares Share Capital
post Admission post Admission
Neil Dunkley* 333,250 6,893,856 11.02%
Mark Howard 666,500 10,033,006 16.04%
* Neil Dunkley is married to Sian Dunkley. Sian Dunkley is also
selling 333,250 of the Sale Shares and will hold 3,139,150 Ordinary
Shares representing 5.02 per cent. of the Enlarged Share Capital
following Admission.
Shareholder interests
The following Shareholders holding, as at the date of this
Announcement, directly or indirectly, 10 per cent. or more of the
Existing Ordinary Shares are participating in the Placing at the
Placing Price:
As at the date of Immediately following
this Announcement Admission
No. of Ordinary Percentage No. of Percentage
Shares of Existing Ordinary of Enlarged
Share Capital Shares* Share Capital*
Harwood
Capital
Management
Limited
* 16,148,148 29.05% 16,708,148 26.71%
Henderson
Volantis 6,973,574 12.55% 7,520,754 12.02%
* Christopher Mills, a Non-Executive Director, is also a
director, and the sole shareholder of Harwood Capital Management
Limited.
The participation in the Placing by such substantial
Shareholders in the Company constitutes related party transactions
for the purposes of the AIM Rules. The independent directors
(comprising those Directors unconnected to such substantial
Shareholders, being Peter Mann, Neil Dunkley, Alan Durrant, Nick
Bravery and Paul Tuson), having consulted with the Company's
nominated adviser, N+1 Singer, consider that the terms of the
related party transaction are fair and reasonable insofar as
Shareholders are concerned.
Expected timetable
31 March 2017
Posting of the Circular and
Form of Proxy
Latest time and date for
receipt of Forms of Proxy
for the General Meeting 10.00am on 12 April
2017
Time and date of General 10.00 am on 18 April
Meeting 2017
Admission of Placing Shares 8.00 am on 19 April
2017
Terms used but not defined in this Announcement shall have the
meanings given to such terms in the Company's announcement earlier
today.
Enquiries:
Harwood Wealth Management Group +44 (0) 23
plc 9252 2004
Neil Dunkley, Joint Chief Executive
Officer
Alan Durrant, Joint Chief Executive
Officer
+44 (0) 20
N+1 Singer 7496 3000
Alex Price/Alex Laughton-Scott
+44 (0)20 8004
Alma PR 4218
Josh Royston/Robyn McConnachie/John
Coles
DEFINITIONS
In this Announcement:
"Admission" means the admission of the Placing Shares to trading
on AIM becoming effective in accordance with the AIM Rules;
"AIM" means the market of that name operated by the London Stock
Exchange;
"AIM Rules" means the provisions of the London Stock Exchange
AIM Rules for Companies as amended from time to time governing,
inter alia, admission to AIM and the continuing obligations of AIM
companies;
"Announcement" means this announcement;
"Circular" means the circular to be issued by the Company to the
holders of Ordinary Shares containing, inter alia, further details
of the Placing, the Share Sale and the Notice of General
Meeting;
"Company" means Harwood Wealth Management Group plc, a company
incorporated in England and Wales with registered number
04987966;
"Directors" or "Board" means the directors of the Company or any
duly authorised committee thereof;
"Enlarged Share Capital" means the issued share capital of the
Company immediately following Admission comprising the Existing
Ordinary Shares and the Placing Shares;
"Existing Ordinary Shares" means the 55,588,927 Ordinary Shares
in issue at the date of this Announcement, all of which are
admitted to trading on AIM and being the entire issued ordinary
share capital of the Company;
"General Meeting" means the general meeting of the Company to be
held at the offices of N+1 Singer, One Bartholomew Lane London EC2N
2AX at 10.00 a.m. on 18 April 2017, notice of which will be set out
at the end of the Circular;
"London Stock Exchange" means London Stock Exchange plc;
"Nominated Adviser" or "N+1 Singer" means Nplus1 Singer Advisory
LLP, the Company's nominated adviser and broker;
"Notice of General Meeting" means the notice convening the
General Meeting which is set out at the end of the Circular;
"Ordinary Shares" means the ordinary shares of 0.25 pence each
in the capital of the Company;
"Placing" means the conditional placing of the Placing Shares by
N+1 Singer, as agent on behalf of the Company, pursuant to the
Placing Agreement, further details of which are set out in this
Announcement;
"Placing Agreement" means the conditional agreement dated on or
about 30 March 2017 made between N+1 Singer, the Selling
Shareholders and the Company in relation to the Placing;
"Placing Price" means 150 pence per Placing Share and/or Sale
Share (as the context requires);
"Placing Shares" means the 6,954,000 new Ordinary Shares to be
issued pursuant to the Placing;
"Resolutions" means the resolutions set out in the Notice of
General Meeting;
"Sale Shares" means the 1,333,000 Existing Ordinary Shares to be
sold by the Selling Shareholders which have been conditionally
placed by N+1 Singer pursuant to the Placing Agreement;
"Selling Shareholders" means together, each of Neil Dunkley,
Sian Dunkley and Mark Howard;
"Shareholders" means holders of the Existing Ordinary Shares;
and
"Share Sale" means the sale of the Sale Shares by the Selling
Shareholders pursuant to the terms of the Placing Agreement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOEGMGFFDGKGNZM
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