FRP Frp Advisory Group Plc

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN FRP ADVISORY GROUP PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF FRP ADVISORY GROUP PLC. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"), AND IS DISCLOSED IN ACCORDANCE WITH OBLIGATIONS UNDER ARTICLE 17 OF MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.

24 May 2024

FRP Advisory Group plc

("FRP" or the "Company")

Results of Placing

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."

The person responsible for arranging the release of this announcement on behalf of the Company is Gavin Jones, Chief Financial Officer of the Company.

Enquiries:

FRP Advisory Group plc

Geoff Rowley, CEO

Jeremy French, COO

Gavin Jones, CFO

Enquiries via MHP

Cavendish Capital Markets Limited (Nominated Adviser and Joint Broker)

Katy Birkin/Stephen Keys/George Lawson (Corporate Finance)

Tel: +44 (0) 207 220 0500

Investec Bank plc (Joint Broker)

Carlton Nelson / James Rudd (Corporate Broking)

Tel: +44 (0) 207 597 4000

MHP (Financial Public Relations)

Oliver Hughes

Charlie Barker

Catherine Chapman

Tel: +44 (0) 783 462 3818

FRP@mhpgroup.com

Notes to Editors

FRP is a leading national specialist business advisory firm established in 2010. It offers a range of advisory services to companies, lenders, investors and other stakeholders, as well as individuals. These services include:

·    Restructuring advisory: corporate financial advisory, formal insolvency appointments, informal restructuring advisory, personal insolvency and general advice to all stakeholders.

·    Corporate finance: mergers & acquisitions (M&A), strategic advisory and valuations, financial due diligence, capital raising, special situations M&A and partial exits.

·    Debt advisory: raising and refinancing debt, debt amendments and extensions, restructuring debt, asset based lending and corporate and leveraged debt advisory.

·    Forensic services: forensic investigations, compliance and risk advisory, dispute services and forensic technology.

·    Financial advisory: transaction services including financial due diligence, lender services, financial modelling, valuations, pensions and company-side advisory services. 

Important Notice:

MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED AT (1) IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE PROSPECTUS REGULATION 2017/1129 ("PROSPECTUS REGULATION"); AND (2) IN THE UNITED KINGDOM, PERSONS WHO ARE QUALIFIED INVESTORS AS DEFINED WITHIN THE PROSPECTUS REGULATION AS IT FORMS PART OF RETAINED UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 AND (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER"); OR (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER OR (III) ARE PERSONS TO WHOM AN OFFER OF THE PLACING SHARES MAY OTHERWISE LAWFULLY BE MADE (ALL SUCH PERSONS REFERRED TO IN (1) AND, (2) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE INFORMATION REGARDING THE PLACING SET OUT IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

THE PLACING SHARES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND, ABSENT REGISTRATION, MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND THE SECURITIES LAWS OF ANY RELEVANT STATE OR OTHER JURISDICTION OF THE UNITED STATES. THERE WILL BE NO PUBLIC OFFERING OF THE PLACING SHARES IN THE UNITED STATES OR ELSEWHERE.

THE PLACING SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE US SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY IN THE UNITED STATES, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.

NO PROSPECTUS OR OFFERING DOCUMENT HAS BEEN OR WILL BE PREPARED IN CONNECTION WITH THE PLACING. ANY INVESTMENT DECISION TO BUY SECURITIES IN THE PLACING MUST BE MADE SOLELY ON THE BASIS OF PUBLICLY AVAILABLE INFORMATION. SUCH INFORMATION IS NOT THE RESPONSIBILITY OF AND HAS NOT BEEN INDEPENDENTLY VERIFIED BY THE COMPANY, LINK MARKET SERVICES TRUSTEES LIMITED ("LINK"), THE SELLING SHAREHOLDERS, CAVENDISH OR ANY OF THEIR RESPECTIVE AFFILIATES.

NEITHER THIS ANNOUNCEMENT NOR ANY COPY OF IT MAY BE TAKEN, TRANSMITTED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF US, AUSTRALIAN, CANADIAN, SOUTH AFRICAN OR JAPANESE SECURITIES LAWS.

THE DISTRIBUTION OF THIS ANNOUNCEMENT AND THE OFFERING OR SALE OF THE PLACING SHARES IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. NO ACTION HAS BEEN TAKEN BY THE COMPANY, LINK, THE SELLING SHAREHOLDERS, CAVENDISH OR ANY OF THEIR RESPECTIVE AFFILIATES THAT WOULD, OR WHICH IS INTENDED TO, PERMIT A PUBLIC OFFER OF THE PLACING SHARES IN ANY JURISDICTION, 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, LINK, THE SELLING SHAREHOLDERS AND CAVENDISH TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY APPLICABLE RESTRICTIONS.

CAVENDISH, WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY IN THE UNITED KINGDOM, IS ACTING ONLY FOR LINK IN CONNECTION WITH THE PLACING AND WILL NOT BE RESPONSIBLE TO ANYONE OTHER THAN LINK FOR PROVIDING THE PROTECTIONS OFFERED TO THE CLIENTS OF CAVENDISH, NOR FOR PROVIDING ADVICE IN RELATION TO THE PLACING OR ANY MATTERS REFERRED TO IN THIS ANNOUNCEMENT, AND APART FROM THE RESPONSIBILITIES AND LIABILITIES (IF ANY) IMPOSED ON CAVENDISH BY FSMA, ANY LIABILITY THEREFORE IS EXPRESSLY DISCLAIMED. ANY OTHER PERSON IN RECEIPT OF THIS ANNOUNCEMENT SHOULD SEEK THEIR OWN INDEPENDENT LEGAL, INVESTMENT AND TAX ADVICE AS THEY SEE FIT.

REFERENCES TO TIME IN THIS ANNOUNCEMENT ARE TO LONDON TIME, UNLESS OTHERWISE STATED. ALL TIMES AND DATES IN THIS ANNOUNCEMENT MAY BE SUBJECT TO AMENDMENT.

CERTAIN STATEMENTS IN THIS ANNOUNCEMENT ARE FORWARD-LOOKING STATEMENTS. BY THEIR NATURE, FORWARD-LOOKING STATEMENTS INVOLVE A NUMBER OF RISKS, UNCERTAINTIES AND ASSUMPTIONS THAT COULD CAUSE ACTUAL RESULTS OR EVENTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED BY THE FORWARD-LOOKING STATEMENTS. THESE RISKS, UNCERTAINTIES AND ASSUMPTIONS COULD ADVERSELY AFFECT THE OUTCOME AND FINANCIAL CONSEQUENCES OF THE PLANS AND EVENTS DESCRIBED HEREIN. NO ONE UNDERTAKES ANY OBLIGATION TO PUBLICLY UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENT, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE. READERS SHOULD NOT PLACE ANY UNDUE RELIANCE ON FORWARD-LOOKING STATEMENTS WHICH SPEAK ONLY AS OF THE DATE OF THIS ANNOUNCEMENT. STATEMENTS CONTAINED IN THIS ANNOUNCEMENT REGARDING PAST TRENDS OR EVENTS SHOULD NOT BE TAKEN AS REPRESENTATION THAT SUCH TRENDS OR EVENTS WILL CONTINUE IN THE FUTURE.

NEITHER THE CONTENT OF THE COMPANY'S WEBSITE NOR ANY WEBSITE ACCESSIBLE BY HYPERLINKS ON THE COMPANY'S WEBSITE IS INCORPORATED IN, OR FORMS PART OF, THIS ANNOUNCEMENT.

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. 

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM