TIDMMIDW
RNS Number : 0006C
Midwich Group PLC
07 June 2023
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 (WHICH
FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 ("UK MAR").
THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES
NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR
ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE
FOR, ANY SECURITIES OF MIDWICH GROUP PLC.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO
ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS
UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE
PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT
2000 ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS
AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN
779021).
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN OR INTO THE UNITED STATES, CANADA OR JAPAN.
7 June 2023
Midwich Group Plc
("Midwich" or the "Company" or the "Group")
PrimaryBid Retail Offer
-- Midwich announces a conditional offer for subscription
of up to GBP2.0m of new Ordinary Shares via PrimaryBid
;
-- The issue price of the new Ordinary Shares will be determined
at the close of the bookbuild process;
-- Investors can access the Retail Offer through PrimaryBid's
website and on PrimaryBid's app ;
-- Investors may also be able to take part through PrimaryBid's
extensive network of retail brokers, wealth managers
and investment platforms, subject to their participation;
-- Applications for new Ordinary Shares through these partners
can be made from tax efficient savings vehicles such
as ISAs or SIPPs, as well as General Investment Accounts
("GIAs");
-- The Retail Offer is available to both existing shareholders
and new investors;
-- The new Ordinary Shares to be issued pursuant to the
Retail Offer and the Placing will be sold at the Issue
Price;
-- There is a minimum subscription of GBP250 per investor
in the Retail Offer;
-- No commission will be charged by PrimaryBid on applications
to the Retail Offer.
Retail Offer
Midwich (AIM:MIDW), the global specialist audio visual ("AV")
distributor to the trade market, is pleased to announce a
conditional offer for subscription of new ordinary shares of 1
pence each in the capital of the Company ("Ordinary Shares") via
PrimaryBid (the "Retail Offer") for up to GBP2.0m.
The Company has also announced today that it has acquired the
entire issued share capital of S.F. Marketing, Inc. ("SFM") (the
"Acquisition"), a specialist value-add AV distributor in Canada for
an enterprise value of up to CA$44.3m (GBP26.7m) on a cash free,
debt free basis (the "Consideration"). The Consideration comprises
of an initial consideration of up to CA$39.3m paid on completion, a
CA$2.0m fixed deferred consideration paid on the first twelve month
anniversary from completion and up to a further CA$3.0m also
payable on the first twelve month anniversary, subject to growth in
operating profit.
The Company is also conducting a placing of new Ordinary Shares
to institutional investors by way of an accelerated bookbuilding
process (the "Placing") as announced earlier today.
The Retail Offer is conditional on the new Ordinary Shares to be
issued pursuant to the Retail Offer and the Placing being admitted
to trading on AIM ("Admission"). Admission is expected to take
place at 8.00 a.m. on 12 June 2023. The Retail Offer will not be
completed without the Placing also being completed.
The Company will use the funds raised to pay down the Company's
debt, which will fund the initial acquisition consideration of SFM,
and to provide additional resources to fund the Group's near-term
M&A pipeline.
Reason for the Retail Offer
While the Placing has been structured as a non-pre-emptive offer
within the Company's existing authorities from shareholders for
non-pre-emptive offers so as to minimise cost and time to
completion, the Board is supportive of the Pre-Emption Group
guidance that encourages companies to consider the inclusion of
retail investors when issuing shares non-pre-emptively and is
therefore pleased to provide retail investors with the opportunity
to participate in the Retail Offer via PrimaryBid in line with the
Pre-Emption Group guidelines.
Existing shareholders and new investors can access the Retail
Offer through PrimaryBid's website and on PrimaryBid's app .
Investors may also be able to take part through PrimaryBid's
extensive partner network of investment platforms, retail brokers
and wealth managers, subject to their participation. Applications
for new Ordinary Shares through these partners can be made from tax
efficient savings vehicles such as ISAs or SIPPs, as well as GIAs.
The PrimaryBid app is available on the UK Apple App Store and
Google Play Store.
After consideration of the various options available to it, the
Company believes that the separate Retail Offer is in the best
interests of shareholders, as well as wider stakeholders in the
Company.
The Retail Offer will open to investors resident and physically
located in the United Kingdom following the release of this
Announcement. The Retail Offer is expected to close at 9 p.m. on 7
June 2023 and may close early if it is oversubscribed.
There is a minimum subscription amount of GBP250 per investor in
the Retail Offer.
The Company reserves the right to scale back any order at its
discretion. The Company and PrimaryBid reserve the right to reject
any application for subscription under the Retail Offer without
giving any reason for such rejection.
Investors who apply for new Ordinary Shares through PrimaryBid's
website or PrimaryBid's app will not be charged any fee or
commission by PrimaryBid. It is vital to note that once an
application for new Ordinary Shares has been made and accepted via
PrimaryBid, an application cannot be withdrawn.
Investors wishing to apply for new Ordinary Shares through their
investment platform, retail broker or wealth manager using their
ISA, SIPP or GIA should contact them for details of the process and
any relevant fees or charges.
The new Ordinary Shares to be issued pursuant to the Retail
Offer will be issued free of all liens, charges and encumbrances
and will, when issued and fully paid, rank pari passu in all
respects with the new Ordinary Shares to be issued pursuant to the
Placing and the Company's existing Ordinary Shares.
For further information on PrimaryBid or the Retail Offer visit
www.PrimaryBid.com or email PrimaryBid at enquiries@primarybid.com
. The terms and conditions on which the Retail Offer is made,
including the procedure for application and payment for new
Ordinary Shares, are available to all persons who register with
PrimaryBid.
Brokers wishing to offer their customers access to the Retail
Offer and future PrimaryBid transactions, should contact
partners@primarybid.com .
Enquiries
Midwich Group plc
Stephen Fenby, Managing Director
Stephen Lamb, Finance Director +44 (0) 1379 649200
PrimaryBid Limited enquiries@primarybid.com
Gilles Ohana / James Deal
Investec Bank plc , Nominated Adviser
Carlton Nelson / Ben Griffiths / Cameron
MacRitchie +44 (0) 20 7597 5970
FTI Consulting , PR Adviser
Alex Beagley / Tom Hufton / Rafaella de Freitas +44 (0) 20 3727 1000
Important notices
The Retail Offer is offered under the exemptions from the need
for a prospectus allowed under the FCA 's Prospectus Regulation
Rules. As such, there is no need for publication of a prospectus
pursuant to the Prospectus Regulation Rules, or for approval of the
same by the Financial Conduct Authority (as competent authority
under Regulation (EU) 2017/1129 as it forms part of retained EU law
as defined in the European Union (Withdrawal) Act 2018).
The Retail Offer is not being made into the United States,
Australia, Canada, the Republic of South Africa, Japan or any other
jurisdiction where it would be unlawful to do so.
This Announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This Announcement is not an offer of securities for sale into the
United States. The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933, as
amended, and may not be offered or sold in the United States,
except pursuant to an applicable exemption from registration. No
public offering of securities is being made in the United
States.
This Announcement and the information contained herein, is
restricted and is not for publication, release or distribution,
directly or indirectly, in whole or in part, in or into Australia,
Canada, the Republic of South Africa, Japan or any other
jurisdiction in which such publication, release or distribution
would be unlawful. Further, this Announcement is for information
purposes only and is not an offer of securities in any
jurisdiction.
Investors should make their own investigations into the merits
of an investment in the Company. Nothing in this Announcement
amounts to a recommendation to invest in the Company or amounts to
investment, taxation or legal advice.
It should be noted that a subscription for new Ordinary Shares
and investment in the Company carries a number of risks. Investors
should consider the risk factors set out on www.PrimaryBid.com and
the PrimaryBid app before making a decision to subscribe for new
Ordinary Shares. Investors should take independent advice from a
person experienced in advising on investment in securities such as
the new Ordinary Shares if they are in any doubt.
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END
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MSCFRMATMTTMBLJ
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June 07, 2023 11:38 ET (15:38 GMT)
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