DISSEMINATION OF A REGULATORY ANNOUNCEMENT THAT CONTAINS INSIDE INFORMATION ACCORDING TO REGULATION (EU) NO 596/2014 (MAR).
19 September 2016
Norman Broadbent plc
("Norman Broadbent" or the “Company")
Result of general meeting
Repayment of secured loans and other matters
The board (the “Board”) of Norman Broadbent (AIM: NBB) - a provider of time efficient, cost effective Board & Executive Search, Senior Interim Management, Solutions, Insight and Leadership Consulting services to companies ranging from established corporations to high-growth innovators - is pleased to announce that at the Company's general meeting held earlier today, both resolutions proposed (the "Resolutions") were duly passed.
Subscription to raise gross proceeds of approximately £2.3 million
Following the passing of the Resolutions, save only for Admission (as defined below), the subscription ("Subscription") of 24,216,833 new ordinary shares (the "Subscription Shares") to raise a total of approximately £2.3 million (before expenses), as announced on 1 September 2016, is now complete.
Further details regarding the background to and reasons for the Subscription can be found in the Company’s announcement made on 31 August 2016 and in the Company’s circular dated 2 September 2016.
Application has been made for the Subscription Shares to be admitted to trading on AIM ("Admission") and Admission is expected to become effective at 8.00 a.m. on 20 September 2016.
Tomorrow, following Admission, Frank Carter will join the Board as Non-Executive Chairman. Additionally, following Admission tomorrow, Scanes Bentley and Richard Robinson will step down from the Board. Mr Bentley and Mr Robinson intend to remain available to Norman Broadbent for an appropriate period of transition.
Frank Carter has been an adviser to the Company since June 2016. Frank is currently a Senior Adviser to KPMG, following 18 years as a Senior Partner in the firm's Corporate Finance business. Frank is a highly experienced corporate adviser with over 25 years’ experience advising at board level on a range of strategic matters and transactions across a wide variety of sectors. He has worked in the UK, Europe and the US with major corporates, listed and private companies, financial sponsors and the public sector.
Under Rule 17 and Schedule 2, paragraph (g) of the AIM Rules for Companies, the following information is disclosed in respect of Mr Carter:
Mr Francis ‘Frank’ Joseph Patrick Carter, aged 55, is, or has been, a director or partner of the following entities within the past five years:
|Current Directorships and Partnerships:||Directorships and Partnerships held in the previous 5 years:|
|The National Literacy Trust||KPMG LLP
KPMG Europe LLP
There are no other matters due to be disclosed pursuant to schedule 2(g) of the AIM Rules for Companies in connection with Frank Carter’s appointment.
Mr Carter participated in the Subscription and accordingly, following Admission tomorrow, he will be beneficially interested in 157,894 ordinary shares in the Company which will represent 0.38 per cent. of the Company’s then enlarged issued ordinary share capital.
As previously announced, Directors Mike Brennan (CEO), James Webber (CFO) and Brian Stephens (Senior NED) are participating in the Subscription, in aggregate, for 736,841 Subscription Shares at a cost of approximately £70,000.
Repayment of secured loan notes
Further to the Company’s announcement of 31 August 2016 and the Company’s circular dated 2 September 2016, the Board confirms that it has agreed to the early repayment of £350,000 nominal of secured loan notes (the "Loan Notes"), subject to Admission. Of the £350,000 nominal value of Loan notes issued in October 2015, a total of £200,000 is owed to Downing One VCT plc and PFS Downing UK Micro Cap Growth Fund (together “Downing”), with the remaining £150,000 being owed to Moulton Goodies Limited. The Loan Notes were originally due to be repaid on 31 October 2017 and bear interest at 12 per cent. per annum, payable in cash quarterly in arrears. Both Downing and Moulton Goodies Limited have agreed to waive any early repayment fees.
Downing and Moulton Goodies Limited are currently both substantial shareholders in Norman Broadbent and will remain substantial shareholders upon Admission. The agreement to repay the Loan Notes is therefore deemed to be a related party transaction pursuant to Rule 13 of the AIM Rules for Companies. The directors of Norman Broadbent, having consulted with Allenby Capital Limited, the Company's nominated adviser, consider that the terms of agreement to repay the Loan Notes are fair and reasonable insofar as the Company’s Shareholders are concerned.
Notice of interim results
The Board confirms that the Company will announce its interim results for the half year to 30 June 2016 on 30 September 2016.
Total voting rights
Upon Admission, the Company's issued ordinary share capital will consist of 41,633,320 ordinary shares, with one voting right each. The Company does not hold any ordinary shares in treasury. Therefore upon Admission the total number of ordinary shares and voting rights in the Company will be 41,633,320. With effect from Admission, this figure (41,633,320 ordinary shares) may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Financial Conduct Authority's Disclosure and Transparency Rules.
Mike Brennan, the Group Chief Executive of Norman Broadbent, commented:
"We are delighted to announce the passing of the Resolutions at today’s general meeting. This allows the Subscription to raise gross proceeds of approximately £2.3 million to complete and for Norman Broadbent to move forward with its strategy of building a focused business which helps companies address their executive level talent challenges in a flexible, time efficient and cost effective manner.
The net proceeds of the Subscription will allow us to make an early repayment of the Loan Notes, as described above, progress the hiring of additional staff across our business lines and support our general working capital requirements. We are pleased to have received the support of a number of existing and new shareholders as well as certain directors and employees who are participating in the Subscription.
Not only do we regard this as an investment in our Company but also an investment in our clients as we work with them to help them grow and build their businesses.
We welcome Frank Carter to our Board as we move forward with our plans for growth and feel sure that Frank’s experience in corporate advisory will make him a valuable addition to our team. We would also like to thank Scanes Bentley and Richard Robinson for their contribution and commitment as directors of Norman Broadbent.”
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon publication of this announcement, this information is now considered to be in the public domain.
For further information, please contact:
Norman Broadbent plc
Mike Brennan/James Webber 020 7484 0000
Nick Naylor/Liz Kirchner 020 3328 5656
For further information visit www.normanbroadbent.com