Result of Placing
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FRP Advisory Group plc, a leading national specialist business advisory firm, is pleased to announce that further to the announcement made yesterday, the Bookbuild has been successful and has now closed, with the Placing oversubscribed.
20,365,453 Placing Shares have been placed under the Placing with new and existing institutional investors at a placing price of 128 pence per Placing Share ("Placing Price"), with the Selling Shareholders having sold 20,365,453 Placing Shares.
Cavendish acted as sole bookrunner in connection with the Placing.
Following the Placing, the extensions to the lock-in arrangements applicable to the balance of Selling Shareholders' Ordinary Shares, as described in the announcement made on 23 May 2024, have become effective.
Accordingly, following the Placing, approximately 59.4 million Ordinary Shares (approximately 23% of the Company's issued share capital) held by former and current Partners (including Geoff Rowley, Chief Executive Officer and Jeremy French, Chief Operating Officer) will be subject to lock-in agreements expiring at the end of July 2026. A single Selling Shareholder, who is not party to an existing lock-in agreement, will be subject to a reduced lock-in period ending on 31 August 2024.
Unless otherwise defined herein, capitalised terms used in this announcement have the meanings given to them in the Company's announcement made on 23 May 2024.
Director Participation
As part of the Placing, the Company has been notified that Geoff Rowley and Jeremy French, sold 1,890,933 and 1,512,746 Ordinary Shares, respectively, at a price of 128 pence per Ordinary Share. Following these transactions, Geoff Rowley holds a beneficial interest in 5,672,797 Ordinary Shares, representing 2.24 per cent. of the Company's issued share capital and Jeremy French holds a beneficial interest in 4,538,238 Ordinary Shares, representing 1.79 per cent. of the Company's issued share capital.
The notifications below, made in accordance with the requirements of the UK version of the EU Market Abuse Regulation, provide further detail.
Geoff Rowley, Chief Executive Officer of FRP Advisory Group plc, said:
"The reception to the Placing from both new and existing investors has been strong, which is testament to the continued execution of our growth strategy. This has seen the business (revenue, profit and the team) double since our IPO in 2020, with dividend payments growing consistently over the same period.
The strength of our people underpins the success of our business and I would like to thank all of FRP's colleagues, including Partners, many of whom have now entered renewed lock in arrangements, for their continued support.
I would also like to thank and welcome our new and existing institutional shareholders who participated in the Placing and look forward to generating future growth and returns with their support."
Information to Distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the ordinary shares in the Company (the "Ordinary Shares") are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors should note that: the price of Ordinary Shares may decline and investors could lose all or part of their investment; the Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the Ordinary 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 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 Target Market Assessment, Cavendish will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; 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 Ordinary Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Ordinary Shares and determining appropriate distribution channels.
| 1 | Details of the person discharging managerial responsibilities/person closely associated | ||
| a. | Name of PDMR | Geoff Rowley | |
| 2 | Reason for notification | ||
| a. | Position/Status | Chief Executive Officer | |
| b. | Initial notification/ Amendment | Initial Notification | |
| a. | Name | FRP Advisory Group plc | |
| b. | LEI | 213800IPCG6DE1CVLY36 | |
| a. | Description of the financial instrument, type of instrument Identification Code | Ordinary shares of £0.001 each GB00BL9BW044 | |
| b. | Nature of the transaction | Sale of Ordinary Shares | |
| c. | Price(s) and volume(s) | Price(s) | Volume(s) |
| £1.28 | 1,890,933 | ||
| d. | Aggregated information - Aggregated Volume - Price | N/A single transaction N/A single transaction | |
| f. | Place of the transaction | AIMX | |
| 1 | Details of the person discharging managerial responsibilities/person closely associated | ||
| a. | Name of PDMR | Jeremy French | |
| 2 | Reason for notification | ||
| a. | Position/Status | Chief Operating Officer | |
| b. | Initial notification/ Amendment | Initial Notification | |
| a. | Name | FRP Advisory Group plc | |
| b. | LEI | 213800IPCG6DE1CVLY36 | |
| a. | Description of the financial instrument, type of instrument Identification Code | Ordinary shares of £0.001 each GB00BL9BW044 | |
| b. | Nature of the transaction | Sale of Ordinary Shares | |
| c. | Price(s) and volume(s) | Price(s) | Volume(s) |
| £1.28 | 1,512,746 | ||
| d. | Aggregated information - Aggregated Volume - Price | N/A single transaction N/A single transaction | |
| f. | Place of the transaction | AIMX |
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.