TIDMUBG
RNS Number : 1493G
Unbound Group PLC
17 July 2023
17 July 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO
DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF THAT JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
Unbound Group plc
(" Unbound", the "Company" or the "Group")
Intention to Appoint Administrators to Beaconsfield Footwear
Limited and Suspension of Trading in Shares
On 27 June 2023, the Company's board of directors (the "Board")
provided an update on its strategic review and announced the
termination of the formal sale process in the absence of potential
offers for the sale of the Company capable of receiving shareholder
and wider stakeholder support.
Since then, the Company and its advisers have continued
discussions with a number of interested parties in respect of
proposals to acquire the trade and assets of the Group's main
operating subsidiary, Beaconsfield Footwear Limited ("OpCo").
In parallel, the Board has sought to progress a formal
restructuring plan to be supported by an equity fundraise. The
possibility of an acquisition of the Group's bank debt (which is
held in and secured over the assets of OpCo) by one of its
shareholders has also been investigated. Having regard to the
Group's obligations to its creditors and wider stakeholders, it is
now clear to the Board that it is no longer appropriate to progress
these parallel discussions further.
Regrettably, the Board has therefore concluded that it is
required to take the necessary steps to preserve value for the
Group's creditors and avoid OpCo trading insolvently. As a result,
the directors of OpCo, with oversight from the Board, have resolved
to file a notice of intention to appoint Will Wright and Rick
Harrison of Interpath Advisory Limited as administrators to OpCo
.
Each of the proposals for the acquisition of OpCo's trade and
assets referred to above has been put forward by the various
interested parties on the basis of a sale shortly following the
appointment of administrators to OpCo. It is currently expected
that, following their formal appointment, the administrators will
implement a sale of the trade and assets of OpCo to a third-party
purchaser as soon as reasonably practicable thereafter . There can
be no certainty that any such sale will proceed or as to the terms
or timing of any such sale. Any such transaction would result in no
value for the Company's existing shareholders.
Suspension of trading on AIM
Unbound Group plc is not a trading company and has no operating
revenues. The Company currently has minimal cash balances and known
creditors of approximately GBP0.9 million. Whilst the Company holds
certain investments that the Board believes are likely to have a
value in excess of the amounts due, it is also likely to take some
time to realise these assets. In light of the above developments,
there is uncertainty as to whether the Company is able to pay its
debts as they fall due.
The Board has therefore requested a suspension of trading in the
Company's ordinary shares on AIM with effect from 07.30 a.m. today
pending clarification of the Company's financial position. The
Board is now reviewing the options available to the Company.
Annual General Meeting
Notice of the Company's Annual General Meeting ("AGM") has been
posted to shareholders and is also available on the Company's
website, www.unboundgroupplc.com/investors . The AGM will be held
on Monday 31 July 2023 at 11:00am at the offices of Singer Capital
Markets, 1 Bartholomew Lane, London, EC2N 2AX.
The Notice of AGM does not include a resolution to receive the
annual report and accounts or, consequently, to approve the
re-appointment of RSM UK Group LLP ("RSM") as auditor, as the
Company's annual report and accounts for the year ended 5 February
2023 ("Annual Report") had not been approved by the Board at the
date that the Notice of AGM was posted. A separate general meeting
will be held as soon as practicable to consider these resolutions
as and when the Annual Report has been approved by the Board.
The Company will continue to work with RSM as auditor, however,
in light of the developments described elsewhere in this
announcement, the Board now considers it highly unlikely that the
Annual Report will be published by 5 August 2023, being the
deadline pursuant to Rule 19 of the AIM Rules for Companies.
Notwithstanding the request for the Company's ordinary shares to be
suspended from trading on AIM effective today, the Board expects
that the ordinary shares would, in any event, be suspended with
effect from 7.30am on Monday 7 August 2023.
The Company will provide further updates as appropriate.
Enquiries
Unbound Group plc c/o Alma PR
Neil Johnson, Chairman
Ian Watson, CEO
Gavin Manson, CFO
Singer Capital Markets (Financial Adviser,
Nominated Adviser & Broker)
Peter Steel / Tom Salvesen / Alaina Wong +44 (0)20 7496
/ James Fischer 3000
Interpath Advisory Ltd (Joint Financial
Adviser) +44 (0)20 3989
Will Wright / Rick Harrison 2800
Alma PR Limited (Financial PR) +44 (0)20 3405 0205
Josh Royston / Sam Modlin / Hannah Campbell unbound@almapr.co.uk
Important Information
This announcement (including any information incorporated by
reference in this announcement) contains statements about the Group
that are or may be deemed to be forward looking statements. Without
limitation, any statements preceded by or followed by or that
includes the words "targets", "plans", "believes", "expects",
"aims", "intends", "will", "may", "anticipates", "estimates",
"projects" or words or terms of similar substance of the negative
thereof, may be forward looking statements.
These forward looking statements are not guarantees of future
performance. Such forward looking statements involve known and
unknown risks and uncertainties that could significantly affect
expected results and are based on certain key assumptions. Many
factors could cause actual results to differ materially from those
projected or implied in any forward looking statement. Due to such
uncertainties and risks, readers should not rely on such forward
looking statements, which speak only as of the date of this
announcement, except as required by applicable law.
The distribution of this announcement in jurisdictions outside
the United Kingdom may be restricted by law and therefore persons
into whose possession this announcement comes should inform
themselves about, and observe, such restrictions. Any failure to
comply with the restrictions may constitute a violation of the
securities laws of such jurisdictions.
Market Abuse Regulation
The information contained within this announcement would have,
prior to its release, constituted inside information as stipulated
under Article 7 of the Market Abuse Regulation (EU) No.596/2014 as
incorporated into UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 as amended by virtue of the Market Abuse
(Amendment) (EU Exit) Regulations 2019 ("UK MAR"). Upon the
publication of this announcement via a regulatory information
service, this inside information will be considered to be in the
public domain. For the purposes of UK MAR, the person responsible
for arranging for the release of this information on behalf of
Unbound is Gavin Manson.
Other notices
Singer Capital Markets Advisory LLP ("Singer Capital Markets"),
which is authorised and regulated by the UK Financial Conduct
Authority, is acting exclusively for Unbound and for no one else
and will not be responsible to anyone other than Unbound for
providing the protections afforded to its clients or for providing
advice in relation to the matters referred to in this announcement.
Neither Singer Capital Markets, nor any of its affiliates, owes or
accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Singer Capital
Markets in connection with this announcement, any statement
contained herein or otherwise.
Interpath Ltd (trading as Interpath Advisory) is authorised and
regulated in the United Kingdom by the Financial Conduct Authority
("FCA") and is acting exclusively for the Group and for no one else
in connection with the subject matter of this announcement and will
not be responsible to anyone other than the Group for providing the
protections afforded to its clients nor for providing advice in
relation to the subject matter of this announcement.
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END
UPDZZGMNMVRGFZZ
(END) Dow Jones Newswires
July 17, 2023 02:00 ET (06:00 GMT)
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