Source - LSE Regulatory
RNS Number : 2936G
Mortgage Advice Bureau(Holdings)PLC
28 March 2022
 

FOR IMMEDIATE RELEASE

 

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED THEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, DISTRIBUTION OR FORWARDING, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER OF SECURITIES IN ANY JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION. FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED ("MAR").

 

 

28 March 2022

Mortgage Advice Bureau (Holdings) plc

 

Acquisition of The Fluent Money Group

Acquisition of a fast-growing telephone advice mortgage and specialist lending intermediary to accelerate growth in the national lead sector and broaden revenue mix and customer proposition. Significant earnings enhancement expected in the first full year post acquisition

 

Mortgage Advice Bureau (Holdings) plc ("MAB" or the "Company" which such term shall include its wholly-owned subsidiary, Mortgage Advice Bureau Limited), one of the UK's leading consumer intermediary brands and specialist Appointed Representative networks, is pleased to announce that it has agreed to acquire, via its subsidiary Mortgage Advice Bureau Limited, approximately 75% of Project Finland Topco Limited ("Fluent" or the "Fluent Money Group") for a total cash payment of c.£73 million based upon an enterprise value of £95 million (on a debt free, cash free basis) (the "Acquisition") together with a put and call option over the remaining interests.

 

Fluent is a technology enabled telephone advice mortgage broking platform that has developed an end to end digital customer journey, with approximately 420 employees including c.125 advisers across Mortgages (first charge mortgages), Secured Personal Loans (second charge mortgages), Later Life lending and Bridging Finance. The Acquisition will be funded from renewed and increased debt facilities, existing cash resources and the proceeds of a proposed placing of new ordinary shares in the Company ("Placing Shares"), to raise c. £40 million (the "Placing"), also announced today (the "Placing Announcement"). This announcement should be read in conjunction with the Placing Announcement.

 

The Placing is being conducted through an accelerated bookbuilding process, which will be launched immediately following the release of the Placing Announcement. Numis Securities Limited ("Numis") is acting as the Company's sole bookrunner in connection with the Placing. The Company and Numis have today entered into a placing agreement with respect to the Placing (the "Placing Agreement").

 

The Acquisition is conditional on admission of the Placing Shares to trading on AIM and approval by the FCA of the change in control. Completion of the Acquisition is not expected to occur before the second half of 2022.

 

Acquisition highlights

 

·      Fluent is a fast-growing telephone advice mortgage and specialist lending intermediary that has formed relationships with a range of third party brands, including aggregators and other national lead sources operating across first charge, second charge, lifetime mortgages and bridging loan product areas

 

·      Acquisition of c.75% of the issued share capital of Fluent from its current shareholders including Beech Tree Private Equity and founders/management including the CEO, Kevin Hindley, Paul Ford, Simon Moore and Tim Wheeldon for a total cash payment of c.£73m based on an enterprise value of £95m (on a debt free, cash free basis). This amount will be funded by a c. £40m equity placing alongside renewed and increased debt facilities and existing cash resources

 

·      MAB has also entered into a shareholders' agreement with founders/management who will be retaining c.25% of the issued share capital of Fluent at completion. This also provides for a put and call option for MAB to acquire such remaining stake after 6 years at a valuation subject to performance criteria relating to future growth and profitability to align with MAB's growth objectives. The total consideration for this put and call option and a put and call option over growth shares that will be issued in Fluent to the wider management team will be capped at c.£118m and will be determined on the basis of future financial performance. MAB will, at its discretion, be able to satisfy up to 50% of the exercise consideration for the above put and call options in ordinary shares and such shares will be subject to a 12 month orderly market undertaking upon issue

 

·      In the year to Mar-22E2, Fluent is expected to generate £38.5m revenue (+45% yoy) and adjusted EBITDA3 of £4.2m (+118% yoy)

 

·      Fluent's revenue and EBITDA have rebounded strongly from the Covid-impacted financial year to 31 March 2021 and MAB anticipates this strong growth will continue. Fluent's recent significant increase in lead flow is expected to drive revenue and EBITDA growth and MAB expects Fluent's adjusted EBITDA to double in the calendar year to 31 December 2022 from that expected to be reported in the financial year ending 31 March 2022

 

·      The Acquisition is transformational for MAB's national lead generation strategy and is expected to accelerate the Group's growth and broaden its revenue mix and customer proposition

 

·      The Acquisition is subject to the admission of the Placing Shares to trading on AIM and FCA change of control approval. The Acquisition is not expected to complete until H2 2022 following FCA approval

 

·      Shares to be issued in connection with the Placing will receive the 2021 proposed final dividend of 14.7p per share, subject to such dividend being approved by shareholders

1 Assumes completion on or around 30 June 2022. Excludes deal-related fees

2 Current accounting reference date of 31 March for Project Finland Topco Limited will be changed to 31 December post completion. In the financial year ending 2022 outturn based on 11 months actuals

3 Excludes costs relating to the private equity structure

Strategic rationale for the Acquisition

 

Margin Growth

 

•     Higher margin opportunities from retention and protection that are in early stages of growth should be enhanced by MAB expertise

 

Lead Generation

 

•     MAB has a strong position in servicing locally generated leads, and has recently expanded its addressable market by launching a national lead source proposition

•     Fluent has a strong and growing position in servicing nationally generated leads for secured personal loans, mortgages, later life lending and bridging finance

•     Significant increase in lead flow run-rate driving revenue and EBITDA growth

•     Competitive advantage in leveraging the reputation of both businesses, with combined resources to service rapidly increasing lead generation

 

Adviser Productivity

 

•     Fluent is demonstrating high levels of adviser performance as a result of combining strong and reliable lead flow and technology, supporting MAB's strategy of delivering lead flow to high performing advisers and firms

•     Lead flow to MAB's invested businesses should benefit MAB's margin

 

Adviser growth

 

•     The increasing level of national lead generation allows Fluent to scale adviser numbers quickly

•     Through sharing best practice, Fluent's well established processes will support MAB's other invested businesses and other appointed representatives who are servicing MAB's national lead generation. This should help MAB to optimise its own performance and adviser growth

 

New Products and services

 

•     Fluent has a broad range of specialist lending solutions in-house, enabling them to secure major new lead sources and optimise margins. This supports MAB's plans to bring these areas of specialism in-house

•     Diversification of earnings mix supports growth

 

Addressable Market

 

•     The Acquisition enables MAB to partner with a fast-growing broker in the national lead source sector, broadening MAB's market reach, and accelerates plans to grow market share, productivity, and margins

•     The new products and services that will now be delivered in-house should enable MAB to grow these market segments across both businesses

 

Financial highlights

·      The transaction is expected to be significantly earnings enhancing in the first full year post acquisition, being the year to 31 December 2023

·      Revenue synergies readily realisable and potential for future cost synergies

 

Peter Brodnicki, Founder and CEO of MAB, said:

 

"We are very excited to partner with a like-minded management team and high growth intermediary that is a leader in centralised telephone mortgage advice. This acquisition is a perfect example of our strategy to invest in complementary businesses and platforms to help accelerate growth by broadening our proposition. MAB has targeted the fast-growing sector of national lead generation by using technology to link together its key Appointed Representatives and invested firms seamlessly. Combined, we expect that Fluent and MAB will be able to grow this new market share opportunity quickly and effectively, complementing the local/regional strategy delivered by the rest of MAB's growing distribution."

 

New debt facilities

 

MAB has entered into new 4-year debt facilities with NatWest comprising a £20m Term Loan (the "Term Loan") and £15m Revolving Credit Facility ("RCF"), both of which can be used for this acquisition with the RCF also available for general corporate purposes if the acquisition does not proceed or from unused or repaid amounts. The RCF has to be finally repaid after 4 years from today. Approximately half of the Term Loan will be repaid over the next 4 years with the remainder repayable at maturity. There is an option to extend the RCF and the Term Loan for a further year. 

 

Information on Fluent

 

Fluent is a fast-growing technology-enabled telephone advice broker that has developed an end to end digital customer journey. Fluent was established in 2008 as a second charge mortgage broking company and received an investment from Beech Tree Private Equity in February 2016. It has become a market leader in the second charge sector and entered the first charge mortgage market with the acquisition of Brytannic Extra Finance in June 2017.

 

Fluent currently has about 420 full time employees including c.125 advisers across its four products: Secured Personal Loans, Mortgages, Later Life Lending and Bridging Finance. Fluent operates nationwide from a single modern office in Bolton.

 

Fluent's model is built on an end-to-end digital customer journey supported by telephony advice. This combination delivers a high quality customer experience across Fluent's range of products.

 

Fluent has been very successful at winning new mandates from existing and new lead partners and is well positioned to capture new business opportunities. It is currently experiencing strong momentum, resulting in major new mortgage contracts being secured, with the potential for accelerated growth and market share gains as it fulfils rapidly increasing lead flow as the business scales.

 

Financial track record

 

Fluent's unaudited financials for the 12 months to 31 March 2020 and 2021 and expected outturn financials for the 12 months to 31 March 2022 are shown below:

 

£m

Mar-20a

Mar-21a

Mar-22e2

Revenue

33.0

26.6

38.5

Adj. EBITDA1

3.2

1.9

4.2

Margin (%)

9.6%

7.2%

10.9%

1 Excludes costs relating to the private equity structure

2 FY22 outturn based on 11 months actuals

The person responsible for arranging the release of this announcement on behalf of the Company is Lucy Tilley, Chief Financial Officer and a director of the Company.

 

For further information please contact:

 

Mortgage Advice Bureau (Holding) plc

Peter Brodnicki, Chief Executive Officer

Ben Thompson, Deputy Chief Executive Officer

Lucy Tilley, Chief Financial Officer

 

+44 (0) 1332 525007

 

Numis (Sole Financial Adviser, Nomad, Broker and Sole Bookrunner)

Stephen Westgate / Aoife McCarthy / Giles Rolls (QE) / Jamie Loughborough, William Baunton (ECM)

 

+44 (0)20 7260 1000

 

THIS ANNOUNCEMENT IS RELEASED BY AND IS THE SOLE RESPONSIBILITY OF MORTGAGE ADVICE BUREAU (HOLDINGS) PLC. THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF MAR, AND IS DISCLOSED IN ACCORDANCE WITH THE COMPANY'S OBLIGATIONS UNDER ARTICLE 17 OF MAR.

 

IMPORTANT NOTICES

 

Neither this Announcement, nor any copy of it, nor the information contained in it, is for publication, release, transmission, distribution or forwarding, 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 publication, release or distribution would be unlawful (or to any persons in any of those jurisdictions). This Announcement is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for shares in the capital of the Company in the United States, Australia, Canada, Japan, New Zealand, the Republic of South Africa or any other state or jurisdiction (or to any persons in any of those jurisdictions). This Announcement has not been approved by the London Stock Exchange. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.

The Placing Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or with any securities regulatory authority or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, pledged, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States. No public offering of securities is being made in the United States. The Placing Shares have not been approved, disapproved or recommended by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Placing Shares. Subject to certain exceptions, the securities referred to herein may not be offered or sold in the United States, Australia, Canada, Japan, New Zealand, the Republic of South Africa or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan, New Zealand, the Republic of South Africa.

No public offering of the Placing Shares is being made in the United States, United Kingdom or elsewhere. All offers of the Placing Shares will be made pursuant to an exemption from the requirement to produce a prospectus under the Prospectus Regulation (EU) 2017/1129 (as supplemented by Commission Delegated Regulation (EU) 2019/980 and Commission Delegated Regulation (EU) 2019/979), as amended from time to time and including any relevant implementing measure in any member state (the "EU Prospectus Regulation") and / or as transposed into the laws of the United Kingdom pursuant to the European Union (Withdrawal) Act 2018 and the European Union (Withdrawal Agreement) Act 2020) (the "UK Prospectus Regulation").

This Announcement is not being distributed by, nor has it been approved for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended ("FSMA") by, a person authorised under FSMA. This Announcement is being distributed and communicated to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply.

No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Prospectus Regulation) to be published. Members of the public are not eligible to take part in the Placing. This Announcement (including the terms and conditions contained in this Announcement) is for information purposes only and (unless otherwise agreed by Numis Securities Limited (the "Bank")) is directed only at: (a) persons in Member States of the European Economic Area ("EEA") who are qualified investors within the meaning of article 2(e) of the EU Prospectus Regulation ("Qualified Investors"); (b) in the United Kingdom, Qualified Investors within the meaning of Article 2(e) of the UK Prospectus Regulation who are persons who (i) have professional experience in matters relating to investments falling within the definition of "investment professionals" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); or (ii) are persons falling within article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc") of the Order; and (c) otherwise, persons to whom it may otherwise lawfully be communicated, (all such persons in (a), (b) and (c) together being referred to as "Relevant Persons"). This Announcement (including the terms and conditions set out in this Announcement) must not be acted on or relied on by persons who are not Relevant Persons. Persons distributing this Announcement must satisfy themselves that it is lawful to do so. Any investment or investment activity to which this Announcement (including the terms and conditions set out herein) relates is available only to, and will be engaged in only with, Relevant Persons.

This Announcement has been issued by, and is the sole responsibility of, the Company. No responsibility or liability is or will be accepted by, and no undertaking, representation or warranty or other assurance, express or implied, is or will be made or given by the Bank, or by any of its respective partners, directors, officers, employees, advisers, consultants or affiliates as to, or in relation to, the accuracy, fairness or completeness of the information or opinions contained in this Announcement or any other written or oral information made available to or publicly available to any interested person or its advisers, and any liability therefore is expressly disclaimed. The information in this Announcement is subject to change.

None of the information in this Announcement has been independently verified or approved by the Bank or any of its respective partners, directors, officers, employees, advisers, consultants or affiliates. Save for any responsibilities or liabilities, if any, imposed on the Bank by FSMA or by the regulatory regime established under it, no responsibility or liability whatsoever whether arising in tort, contract or otherwise, is accepted by the Bank or any of its respective partners, directors, officers, employees, advisers, consultants or affiliates whatsoever for the contents of the information contained in this Announcement (including, but not limited to, any errors, omissions or inaccuracies in the information or any opinions) or for any other statement made or purported to be made by or on behalf of the Bank or any of its respective partners, directors, officers, employees, advisers, consultants or affiliates in connection with the Company, the Placing Shares or the Placing or for any loss, cost or damage suffered or incurred howsoever arising, directly or indirectly, from any use of this Announcement or its contents or otherwise in connection with this Announcement or from any acts or omissions of the Company in relation to the Placing. The Bank and its respective partners, directors, officers, employees, advisers, consultants and affiliates accordingly disclaim all and any responsibility and liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above) in respect of any statements or other information contained in this Announcement and no representation or warranty, express or implied, is made by the Bank or any of its respective partners, directors, officers, employees, advisers, consultants or affiliates as to the accuracy, completeness or sufficiency of the information contained in this Announcement. The Bank's responsibilities as the Company's nominated adviser under the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or to any Director or to any other person.

The distribution of this Announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, the Bank or any of its affiliates that would permit an offering of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to the Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and the Bank to inform themselves about, and to observe, such restrictions. 

Persons distributing this Announcement must satisfy themselves that it is lawful to do so. Persons (including without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement (or any part thereof) should seek appropriate advice before taking any action.

Numis is authorised and regulated in the United Kingdom by the FCA. Numis is acting solely for the Company and no-one else in connection with the Placing and the Acquisition and the transactions and arrangements described in this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Placing, the Acquisition or the transactions and arrangements described in this Announcement. Numis is not responsible to anyone other than the Company for providing the protections afforded to clients of Investec nor for providing advice in connection with the contents of this Announcement, the Placing, the Acquisition or the transactions and arrangements described herein.

In connection with the Placing, the Bank and any of its affiliates, acting as investors for their own account, may take up a portion of the shares in the Placing as a principal position and in that capacity may retain, purchase, sell, offer to sell for the own accounts or otherwise deal for their own account in such shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references to Placing Shares being offered, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or acquisition, placing or dealing by, the Bank and any of its affiliates acting in such capacity. In addition, the Bank and any of its affiliates may enter into financing arrangements (including swaps) with investors in connection with which the Bank and any of its affiliates may from time to time acquire, hold or dispose of shares. The Bank do 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 may contain, and the Company may make, verbal statements containing "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company. As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. These forward-looking statements reflect the Company's judgment at the date of this Announcement and are not intended to give any assurance as to future results and cautions that its actual results of operations and financial condition, and the development of the industry in which it operates, may differ materially from those made in or suggested by the forward-looking statements contained in this Announcement and/or information incorporated by reference into this Announcement. The information contained in this Announcement is subject to change without notice and except as required by applicable law or regulation, the Company expressly disclaims any obligation or undertaking to publish any updates, supplements or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto, or any changes in events, conditions or circumstances on which any such statements are based, except where required to do so under applicable law.

This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. Any investment decision to acquire Placing Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by the Bank. This Announcement does not constitute a prospectus or offering memorandum or an offer in respect of any securities and is not intended to provide the basis for any decision in respect of the Company or other evaluation of any securities of the Company or any other entity and should not be considered as a recommendation that any investor should subscribe for, purchase, otherwise acquire, sell or otherwise dispose of any such securities. Recipients of this Announcement who are considering acquiring Placing Shares pursuant to the Placing are reminded that they should conduct their own investigation, evaluation and analysis of the Company and the business described in this Announcement. The price and value of securities can go down as well as up and past performance is not a guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor should consult with his or her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

No statement in this Announcement is intended to be a profit forecast or estimate, and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

References in this Announcement to other reports or materials, such as a website address, have been provided to direct the reader to other sources of information on the Company which may be of interest. Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this Announcement.

The Placing Shares to be issued or sold pursuant to the Placing will not be admitted to trading on any stock exchange other than AIM.

The Appendix to this Announcement (which forms part of this Announcement) sets out further information relating to the terms and conditions of the Placing and the Bookbuilding Process. Persons who choose to participate in the Placing, by making an oral or written offer to subscribe for Placing Shares, will be deemed to have read and understood this Announcement in its entirety (including the Appendix) and to be making such offer on the terms and subject to the conditions in this Announcement and to be providing the representations, warranties, agreements, acknowledgements and undertakings contained in the Appendix.

Information to Distributors

THE DISTRIBUTION OF THIS ANNOUNCEMENT AND THE OFFERING OF THE PLACING SHARES IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. NO ACTION HAS BEEN TAKEN BY THE COMPANY, THE BANK OR ANY OF THEIR RESPECTIVE AFFILIATES THAT WOULD PERMIT AN OFFERING OF THE PLACING SHARES OR POSSESSION OR DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY OTHER OFFERING OR PUBLICITY MATERIAL RELATING TO THE PLACING SHARES IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED BY THE COMPANY AND THE BANK TO INFORM THEMSELVES ABOUT, AND TO OBSERVE, SUCH RESTRICTIONS. 

UK Product Governance Requirements

Solely for the purposes of the product governance requirements contained within the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Rules"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any 'manufacturer' (for the purposes of the UK Product Governance Rules) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (i) compatible with an end target market of: (a) investors who meet the criteria of professional clients as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic UK law by virtue of the European Union (Withdrawal) Act 2018 and the European Union (Withdrawal Agreement) Act 2020; (b) eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"); and (c) retail clients who do not meet the definition of professional client under (b) or eligible counterparty per (c); and (ii) eligible for distribution through all distribution channels as are permitted by Directive 2014/65/EU (the "UK target market assessment"). Notwithstanding the UK target market assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The UK target market assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the placing. Furthermore, it is noted that, notwithstanding the UK target market assessment, the Bank will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the UK target market assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of COBS 9A and COBS 10A, respectively; or (b) a recommendation to any investor or group of investors to invest in, or purchase or take any other action whatsoever with respect to the Placing Shares.

Each distributor is responsible for undertaking its own UK target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

 

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