Result of Placing and Notice of General Meeting
Portmeirion Group plc has successfully raised gross proceeds of £17.0 million through an upsized placing of 34,000,000 ordinary shares at 50 pence per share, exceeding its initial target of £15.0 million. This fundraising, which includes a £250,000 investment from the company's directors, aims to strengthen the Group's balance sheet. A general meeting will be held on June 23, 2026, to approve the resolutions related to this fundraising, and a retail offer is also planned to raise up to £2 million.
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Result of Placing
and
Notice of General Meeting
Upsized Placing raising £17.0 million
Portmeirion Group plc (AIM: PMP), the global homeware brands group, is pleased to announce that, further to the announcement made yesterday regarding the Fundraise (the "Launch Announcement"), it has conditionally raised gross proceeds of £17.0 million (before fees and expenses) by way of a placing (the "Placing") of 34,000,000 ordinary shares of 5 pence each (the "Ordinary Shares") in the capital of the Company (the "Placing Shares") at a price of 50 pence per Placing Share (the "Issue Price").
The Launch Announcement detailed a Placing size of at least £15.0 million. Given the significant oversubscription following the launch of Placing and the desire to further strengthen the Group's balance sheet in line with its 'Fortress Balance Sheet', strategy, the Board has decided to upsize the Placing to £17.0 million.
Shore Capital Stockbrokers Limited ("SCS") is acting as sole bookrunner in connection with the Placing (the "Bookrunner"). Allocations in the Placing will be confirmed to Placees as soon as practicable today.
Capitalised terms not defined in this announcement (this "Announcement") have the meanings given to them announcement issued by the Company on 3 June 2026 regarding the Fundraise.
Highlights
| · | The Company has conditionally raised, in aggregate, gross proceeds of £17.0 million at the Issue Price through an upsized Placing. |
| · | All Directors are participating in the Placing and have agreed to subscribe for an aggregate amount of £250,000. |
| · | On Admission, the Placing Shares will represent approximately 70.8 per cent. of the Company's issued ordinary share capital as enlarged by the Placing. |
Peter Tracey, Non-Executive Chairman of Portmeirion Group commented:
"This Placing marks a major step forward towards achieving our Fortress Balance Sheet objective. On completion of the Placing, and with a new 5-year ABL facility in place, we can focus on delivering our 'Portmeirion: Elevated' transformation plan from a position of financial strength. We expect the balance sheet to improve further over the next 12 months with the self-help initiatives we have already announced.
We are delighted to see the Placing has been significantly oversubscribed and we are grateful to all participating shareholders for their support, from Sweden and Great Britain, existing and new. We have an experienced senior leadership team in place led by CEO Michael Scheepers, an exciting growth plan for 2027 and beyond, a substantially strengthened financial position and a portfolio of exceptional homeware brands. This gives the Board significant confidence in the medium- and long-term prospects for the Company to create substantial value for our shareholders."
The Company will also launch a Retail Offer through the Bookbuild Platform to raise gross proceeds of up to £2 million (before fees and expenses). The Retail Offer provides existing retail Shareholders in the United Kingdom with an opportunity to participate in the Fundraising at the same price as the Placing. The results of the Retail Offer are expected to be announced on 10 June 2026.
Directors' participation in the Placing
The Directors have participated in the Placing as set out below (the "Directors' Participation").
| Director | Position | Amount (£) | Placing Shares |
|---|---|---|---|
| Angela Luger | Senior Non-Executive Director | 15,000 | 30,000 |
| Jeremy Wilson | Non-Executive Director | 20,000 | 40,000 |
| Jonathan Hill | Group Finance Director | 50,000 | 100,000 |
| Michael Scheepers | Chief Executive Officer | 50,000 | 100,000 |
| Peter Tracey | Non-Executive Chairman | 115,000 | 230,000 |
| Total | 250,000 | 500,000 |
Substantial Shareholder participation in the Fundraise
Further to the Fundraise announcement, AB Traction and Peter Gyllenhammar AB are participating in the Fundraise as set out below.
AB Traction has agreed to subscribe for 11,000,000 Placing Shares. As at 2 June 2026, being the last business day prior to the date of the Launch Announcement, so far as the Company is aware, AB Traction held 2,233,408 Existing Ordinary Shares representing 15.93 per cent. of the Company's issued share capital. As such, AB Traction is a substantial shareholder of the Company and its participation in the Placing is considered to be a related party transaction pursuant to AIM Rule 13. The Directors consider, having consulted with the Company's nominated adviser, Shore Capital & Corporate Limited, that the terms of AB Traction's participation in the Placing are fair and reasonable insofar as the Shareholders are concerned.
Peter Gyllenhammar AB has agreed to subscribe for 2,000,000 Placing Shares. As at 2 June 2026, being the last business day prior to the date of the Launch Announcement, so far as the Company is aware, Peter Gyllenhammar AB held 1,818,050 Existing Ordinary Shares representing 12.97 per cent. of the Company's issued share capital. As such, Peter Gyllenhammar AB is a substantial shareholder of the Company and its participation in the Placing is considered to be a related party transaction pursuant to AIM Rule 13. The Directors consider, having consulted with the Company's nominated adviser, Shore Capital & Corporate Limited, that the terms of Peter Gyllenhammar AB's participation in the Placing are fair and reasonable insofar as the Shareholders are concerned.
Details of the Placing
The Placing is conditional upon, inter alia, the passing of the Resolutions and the Placing Agreement between the Company and the Bookrunner not having been terminated in accordance with its terms. The Retail Offer is conditional on the Placing but the Placing is not conditional on the Retail Offer.
A circular (the "Circular"), containing details of the Fundraise and convening a general meeting of the Company is expected to be posted to Shareholders on 5 June 2026. The General Meeting is proposed to be held at the Company's registered office, being London Road, Stoke On Trent, Staffordshire, ST4 7QQ, at 10:00 a.m. on 23 June 2026 (the "General Meeting") in order to pass the resolutions (the "Resolutions). The Circular will be available on the Company's website when published at https://www.portmeiriongroup.com/investors/aim-rule-26.
Irrevocable Undertakings
In consideration of the Company agreeing to launch the Fundraise, publish the Circular and convene the General Meeting, the Shareholders, as set out below, have provided irrevocable undertakings to vote or, where applicable, to procure the casting of votes by the registered holder, in favour of the Resolutions.
Accordingly, in aggregate, irrevocable undertakings have been received from Shareholders who, in aggregate, hold 6,996,120 Existing Ordinary Shares, representing 49.90 per cent. of the Existing Ordinary Shares.
Shareholders
| Name | Ordinary Shares subject to irrevocable | Percentage of Existing Ordinary Shares | |
|---|---|---|---|
| AB Traction | 2,233,408 | 15.93 | |
| The Caroline Fulbright Settlement | 1,436,195 | 10.24 | |
| Shahrzad Farhadi | 632,333 | 4.51 | |
| Kamrouz Farhadi | 562,917 | 4.01 | |
| Charles Stanley | 394,000 | 2.81 | |
| The Second Caroline Fulbright Settlement | 356,077 | 2.54 | |
| Robin Llwelyn | 192,000 | 1.37 | |
| Jeremy Robert Stiff | 165,906 | 1.18 | |
| Caroline Anwyl Cooper-Willis | 160,000 | 1.14 | |
| Sian Cwper | 155,901 | 1.11 | |
| Kian Farhadi | 142,631 | 1.02 | |
| Ata Farhadi | 142,631 | 1.02 | |
| Ymddiriedolaeth Susan Williams-Ellis Foundation | 44,308 | 0.32 | |
| Seran Arianwen Dolma | 42,000 | 0.30 | |
| Melangell Dolma | 42,000 | 0.30 | |
| Ceirios Huws | 42,000 | 0.30 | |
| Enfys Angharad Maloney | 42,000 | 0.30 | |
| Miranda Fulbright | 42,000 | 0.30 | |
| Aeronwen Rose Fulbright-Vickers | 22,866 | 0.16 | |
| Total | 6,851,173 | 48.86 | |
| Directors | |||
| Name | Position | Ordinary Shares subject to irrevocable | Percentage of Existing Ordinary Shares |
| Peter Tracey | Non-Executive Chairman | 140,000 | 1.00 |
| Angela Luger | Senior Non-Executive Director | 3,947 | 0.03 |
| Jeremy Wilson | Non-Executive Director | 1,000 | 0.01 |
| Total | 144,947 | 1.04 | |
Admission, settlement and dealings
Application will be made to the London Stock Exchange for the Placing Shares and the Retail Offer Shares to be admitted to trading on the AIM market of the London Stock Exchange ("Admission").
Admission is expected to take place at 8.00 a.m. on 24 June 2026 and dealings in the Placing Shares and the Retail Offer Shares are expected to commence at 8.00 a.m. on 24 June 2026 or, in each case, such later time and/or date as the Sole Bookrunner and the Company agrees (being in any event no later than 8.00 a.m. on 30 June 2026).
The Placing Shares and the Retail Offer Shares, when issued, will be credited as fully paid and will rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of issue.
The Placing Shares and the Retail Offer Shares will be in registered form and will be capable of being held in either certificated or uncertificated form (i.e. in CREST). Accordingly, following Admission, settlement of transactions in the Ordinary Shares may take place within the CREST system if a Shareholder so wishes. Shareholders who wish to receive and retain share certificates are able to do so.
The ISIN number of the New Ordinary Shares is GB0006957293. The TIDM is PMP.
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.