DISSEMINATION OF A REGULATORY ANNOUNCEMENT THAT CONTAINS INSIDE INFORMATION
ACCORDING TO REGULATION (EU) NO 596/2014 (MAR).
19 September 2016
Norman Broadbent plc
("Norman Broadbent" or the "Company")
Result of general meeting
Board changes
Repayment of secured loans and other matters
The board (the "Board") of Norman Broadbent (AIM: NBB) - a provider of time
efficient, cost effective Board & Executive Search, Senior Interim Management,
Solutions, Insight and Leadership Consulting services to companies ranging from
established corporations to high-growth innovators - is pleased to announce
that at the Company's general meeting held earlier today, both resolutions
proposed (the "Resolutions") were duly passed.
Subscription to raise gross proceeds of approximately £2.3 million
Following the passing of the Resolutions, save only for Admission (as defined
below), the subscription ("Subscription") of 24,216,833 new ordinary shares
(the "Subscription Shares") to raise a total of approximately £2.3 million
(before expenses), as announced on 1 September 2016, is now complete.
Further details regarding the background to and reasons for the Subscription
can be found in the Company's announcement made on 31 August 2016 and in the
Company's circular dated 2 September 2016.
Application has been made for the Subscription Shares to be admitted to trading
on AIM ("Admission") and Admission is expected to become effective at 8.00 a.m.
on 20 September 2016.
Board changes
Tomorrow, following Admission, Frank Carter will join the Board as
Non-Executive Chairman. Additionally, following Admission tomorrow, Scanes
Bentley and Richard Robinson will step down from the Board. Mr Bentley and Mr
Robinson intend to remain available to Norman Broadbent for an appropriate
period of transition.
Frank Carter has been an adviser to the Company since June 2016. Frank is
currently a Senior Adviser to KPMG, following 18 years as a Senior Partner in
the firm's Corporate Finance business. Frank is a highly experienced corporate
adviser with over 25 years' experience advising at board level on a range of
strategic matters and transactions across a wide variety of sectors. He has
worked in the UK, Europe and the US with major corporates, listed and private
companies, financial sponsors and the public sector.
Under Rule 17 and Schedule 2, paragraph (g) of the AIM Rules for Companies, the
following information is disclosed in respect of Mr Carter:
Mr Francis 'Frank' Joseph Patrick Carter, aged 55, is, or has been, a director
or partner of the following entities within the past five years:
Current Directorships and Partnerships: Directorships and Partnerships
held in the previous 5 years:
The National Literacy Trust KPMG LLP
KPMG Europe LLP
There are no other matters due to be disclosed pursuant to schedule 2(g) of the
AIM Rules for Companies in connection with Frank Carter's appointment.
Mr Carter participated in the Subscription and accordingly, following Admission
tomorrow, he will be beneficially interested in 157,894 ordinary shares in the
Company which will represent 0.38 per cent. of the Company's then enlarged
issued ordinary share capital.
As previously announced, Directors Mike Brennan (CEO), James Webber (CFO) and
Brian Stephens (Senior NED) are participating in the Subscription, in
aggregate, for 736,841 Subscription Shares at a cost of approximately £70,000.
Repayment of secured loan notes
Further to the Company's announcement of 31 August 2016 and the Company's
circular dated 2 September 2016, the Board confirms that it has agreed to the
early repayment of £350,000 nominal of secured loan notes (the "Loan Notes"),
subject to Admission. Of the £350,000 nominal value of Loan notes issued in
October 2015, a total of £200,000 is owed to Downing One VCT plc and PFS
Downing UK Micro Cap Growth Fund (together "Downing"), with the remaining £
150,000 being owed to Moulton Goodies Limited. The Loan Notes were originally
due to be repaid on 31 October 2017 and bear interest at 12 per cent. per
annum, payable in cash quarterly in arrears. Both Downing and Moulton Goodies
Limited have agreed to waive any early repayment fees.
Downing and Moulton Goodies Limited are currently both substantial shareholders
in Norman Broadbent and will remain substantial shareholders upon Admission.
The agreement to repay the Loan Notes is therefore deemed to be a related party
transaction pursuant to Rule 13 of the AIM Rules for Companies. The directors
of Norman Broadbent, having consulted with Allenby Capital Limited, the
Company's nominated adviser, consider that the terms of agreement to repay the
Loan Notes are fair and reasonable insofar as the Company's Shareholders are
concerned.
Notice of interim results
The Board confirms that the Company will announce its interim results for the
half year to 30 June 2016 on 30 September 2016.
Total voting rights
Upon Admission, the Company's issued ordinary share capital will consist of
41,633,320 ordinary shares, with one voting right each. The Company does not
hold any ordinary shares in treasury. Therefore upon Admission the total number
of ordinary shares and voting rights in the Company will be 41,633,320. With
effect from Admission, this figure (41,633,320 ordinary shares) may be used by
shareholders in the Company as the denominator for the calculations by which
they will determine if they are required to notify their interest in, or a
change to their interest in, the share capital of the Company under the
Financial Conduct Authority's Disclosure and Transparency Rules.
Mike Brennan, the Group Chief Executive of Norman Broadbent, commented:
"We are delighted to announce the passing of the Resolutions at today's general
meeting. This allows the Subscription to raise gross proceeds of approximately
£2.3 million to complete and for Norman Broadbent to move forward with its
strategy of building a focused business which helps companies address their
executive level talent challenges in a flexible, time efficient and cost
effective manner.
The net proceeds of the Subscription will allow us to make an early repayment
of the Loan Notes, as described above, progress the hiring of additional staff
across our business lines and support our general working capital requirements.
We are pleased to have received the support of a number of existing and new
shareholders as well as certain directors and employees who are participating
in the Subscription.
Not only do we regard this as an investment in our Company but also an
investment in our clients as we work with them to help them grow and build
their businesses.
We welcome Frank Carter to our Board as we move forward with our plans for
growth and feel sure that Frank's experience in corporate advisory will make
him a valuable addition to our team. We would also like to thank Scanes Bentley
and Richard Robinson for their contribution and commitment as directors of
Norman Broadbent."
The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulations
(EU) No. 596/2014. Upon publication of this announcement, this information is
now considered to be in the public domain.
For further information, please contact:
Norman Broadbent plc
Mike Brennan/James Webber 020 7484 0000
Allenby Capital
Nick Naylor/Liz Kirchner 020
3328 5656
For further information visit www.normanbroadbent.com
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