Placing Results

PensionBee Group plc

Incorporated in England and Wales

Registration Number: 13172844

LEI: 2138008663P5FHPGZV74

ISIN: GB00BNDRLN84

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR IN OR INTO ANY OTHER JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF PENSIONBEE GROUP PLC IN ANY JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE IMPORTANT INFORMATION AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (596/2014/EU) AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 AS AMENDED ('MAR'). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, SUCH INFORMATION WILL NO LONGER CONSTITUTE INSIDE INFORMATION.

24 October 2024

PensionBee Group plc

Results of Placing

PensionBee Group plc ('PensionBee' or the 'Company', together with its subsidiaries, the 'Group') announces that it has successfully raised £20 million through the issue of 10,810,811 new ordinary shares in the Company (the 'Placing'). The Placing Shares represent approximately 4.8% of the current issued ordinary share capital of the Company. The Placing Price of 185 pence per share represents no discount to the closing price of 185 pence per existing ordinary share on 23 October 2024 (being the last business day prior to this Announcement).

The Placing was oversubscribed and was strongly supported by both existing and new institutional investors.

Stifel Nicolaus Europe Limited (trading as Keefe, Bruyette & Woods) ('KBW' or the 'Sole Bookrunner') acted as sole global coordinator and sole bookrunner in connection with the Placing.

The Placing Shares will, when issued, be credited as fully paid and rank pari passu in all respects with the existing ordinary shares of £0.001 each in the capital of the Company.

Applications have been made for the Placing Shares to be admitted to the Equity Shares (Commercial Companies) category of the Official List of the Financial Conduct Authority and to be admitted to trading on the main market for listed securities of the London Stock Exchange plc (together, 'Admission'). It is expected that settlement for the Placing Shares and Admission will take place on or before 8.00 a.m. on 28 October 2024. The Placing is conditional, among other things, upon Admission becoming effective and the Placing Agreement not being terminated in accordance with its terms.

PensionBee currently has 225,239,682 shares in issue. Following Admission, the total number of shares in issue in the Company will be 236,050,493. PensionBee does not hold any shares in treasury, and, therefore, following Admission, the total number of voting rights attributable to the ordinary shares in PensionBee will be 236,050,493.

Enquiries:

PensionBee

Becky O'Connor

Laura Dunn-Sims

Steven Kennedy

[email protected]

KBW, a Stifel Company

Alistair McKay

Alberto Moreno Blasco

Erik Anderson

Nick Harland

About PensionBee

PensionBee is creating a global leader in the consumer retirement market with £5.5 billion in assets on behalf of 260,000 customers.

Founded in 2014, we aspire to make as many people as possible pension confident so that everyone can enjoy a happy retirement.

We help our customers to combine their retirement savings into a new online account, which they can manage from the palm of their hand.

PensionBee accounts are invested by the world's largest investment managers, collectively looking after more than $10 trillion in savings between them. Each PensionBee customer has a personal account manager ('BeeKeeper') to guide them through their savings and retirement journey. PensionBee has an "Excellent" Trustpilot rating based on over 10,000 reviews.

As a public company, we aspire to the highest standards in everything we do because our customers deserve peace of mind.  Our team of approximately 200 pension professionals, based in London and New York, has one focus: you, our customer.

PensionBee is listed on the London Stock Exchange (LON:PBEE).

Important Information

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER TO SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN THE COMPANY.

This Announcement is not for publication or distribution or release, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the United States and the District of Columbia), Canada, Australia, South Africa, Japan or any other jurisdiction where such an announcement would be unlawful (each, a 'Restricted Territory'). The distribution of this Announcement may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. No action has been taken that would permit an offering of the Placing Shares or possession or distribution of this Announcement in any jurisdiction where action for that purpose is required.

No public offering of the Placing Shares is being made in the United Kingdom, the United States, any other Restricted Territory or elsewhere.

This Announcement does not constitute or form part of an offer for sale or solicitation of an offer to purchase or subscribe for securities in the United States, Canada, Australia, South Africa, Japan or any other jurisdiction and the securities referred to herein have not been registered under the securities laws of any such jurisdiction. 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 any other jurisdiction of the United States, and may not be offered or sold, directly or indirectly, in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of, the Securities Act and in compliance with all applicable securities laws of any State or any other jurisdiction of the United States. No public offering of securities is being made in the United States or in any other jurisdiction.

No action has been taken by the Company or Stifel Nicolaus Europe Limited (trading as Keefe, Bruyette & Woods) ('Sole Bookrunner'), any of their respective affiliates, or any person acting on behalf of any of them, which would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required.

Persons into whose possession this Announcement comes are required by the Company and the Sole Bookrunner to inform themselves about, and to observe, any restrictions contained in this Announcement. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action. Persons distributing this Announcement (or any part thereof) must satisfy themselves that it is lawful to do so.

In member states of the European Economic Area ('EEA'), this Announcement and any offer of Placing Shares if made subsequently is directed exclusively at persons who are 'qualified investors' within the meaning of the Prospectus Regulation ('Qualified Investors'). For these purposes, the expression 'Prospectus Regulation' means Regulation (EU) 2017/1129. In the United Kingdom this Announcement is only being distributed to, and is only directed at, and any investment or investment activity to which this Announcement relates is available only to, and will be engaged in only with, Qualified Investors within the meaning of the Prospectus Regulation as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended, who are also: (i) investment professionals falling within Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the 'Order'); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order; or (iii) other persons to whom an offer of the Placing Shares may otherwise be lawfully communicated (all such persons together being referred to as 'relevant persons'). Persons who are not relevant persons should not take any action on the basis of this Announcement and should not act or rely on it. Any investment or investment activity to which this Announcement or the Placing relates is available only: (i) in any member state of the EEA, to Qualified Investors; and (ii) in the United Kingdom, to relevant persons, and will be engaged in only with such persons. This Announcement must not be acted on or relied on: (i) in any member state of the EEA, by persons who are not Qualified Investors; and (ii) in the United Kingdom, by persons who are not relevant persons. Persons distributing this Announcement (or any part thereof) must satisfy themselves that it is lawful to do so.

All offers of the Placing Shares in the United Kingdom and the EEA will be made pursuant to an exemption under the UK Prospectus Regulation and the Prospectus Regulation, as applicable, from the requirement to produce a prospectus. This Announcement is being distributed and communicated to persons in the United Kingdom only in circumstances to which section 21(1) of the Financial Services and Markets Act 2000, as amended ('FSMA') does not apply.

The Placing Shares and this Announcement have not been and will not be approved or disapproved by the US Securities and Exchange Commission, any State securities commission or any 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.

Accordingly, subject to certain exceptions, the Placing Shares may not be offered, sold, transferred or delivered, directly or indirectly, in or into any Restricted Territory or to, or for the account or benefit of, a citizen or resident, or a corporation, partnership or other entity created or organised in or under the laws of a Restricted Territory.

No prospectus or offering document has been or will be prepared in connection with the Placing. Any investment decision in connection with the Placing must be made on the basis of all publicly available information relating to the Company and its shares. Such information has not been independently verified and the Company and the Sole Bookrunner are not responsible, and expressly disclaim any liability, for such information. The information contained in this Announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this Announcement or its accuracy or completeness.

In connection with the Placing, the Sole Bookrunner or any of its affiliates may take up a portion of the Placing Shares as a principal position and in that capacity may retain, purchase, sell or offer to sell for its own account such Placing Shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references to the Placing Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by the Sole Bookrunner and any of its affiliates acting as investors for their own accounts. The Sole Bookrunner does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

This Announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated with an investment in the Company or its shares.

This Announcement is being issued by, and is the sole responsibility of, the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by or on behalf of the Sole Bookrunner, any of its affiliates or any person acting on behalf of any of them as to, or in relation to, the accuracy, adequacy, fairness or completeness of this Announcement or any other written or oral information made available to or publicly available to any party or its advisers, or any other statement made or purported to be made by or on behalf of the Sole Bookrunner and/or any of its affiliates and/or by any person acting on behalf of any of them in connection with the Company, the Placing Shares or the Placing and any responsibility and liability whether arising in tort, contract or otherwise therefor is expressly disclaimed.

The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction or disclosure of this Announcement, in whole or in part, is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.

This Announcement does not constitute a recommendation concerning any investor's options with respect to the Placing. Recipients of this Announcement should conduct their own investigation, evaluation and analysis of the business, data and other information described in this Announcement. The price and value of securities can go down as well as up and investors may not get back the full amount invested upon the disposal of the shares. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his or her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, business, financial or tax advice.

This Announcement does not constitute a recommendation concerning the Placing. The price and value of securities and any income from them can go down as well as up. Past performance is not a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this Announcement is intended to be a profit forecast or profit estimate for any period and no statement in this Announcement should be interpreted to mean that earnings, earnings per share or income, cash flow from operations or free cash flow for the Company for the current or future financial periods would necessarily match or exceed the historical published earnings, earnings per share or income, cash flow from operations or free cash flow for the Company. Acquiring Placing Shares to which this Announcement relates may expose an investor to a significant risk of losing all of the amount invested. Potential investors should consult a professional advisor as to the suitability of the Placing for the entity or person concerned. This Announcement does not represent the Announcement of a definitive agreement to proceed with the Placing and, accordingly, there can be no certainty that the Placing will proceed. The Company reserves the right not to proceed with the Placing or to vary the terms of the offering in any way.

Keefe, Bruyette & Woods (acting through Stifel Nicolaus Europe Limited), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for the Company only in connection with the Placing and no one else, and will not be responsible to anyone other than the Company for providing the protections offered to clients nor for providing advice in relation to the Placing Shares or the Placing, the contents of this Announcement or any transaction, arrangement or other matter referred to in this Announcement.

The Sole Bookrunner, its affiliates and/or any person acting on its or their behalf may have engaged in transactions with, and provided various commercial banking, investment banking, financial advisory transactions and services in the ordinary course of their business to the Company and/or its affiliates for which it would have received customary fees and commissions. The Sole Bookrunner, its affiliates and/or any person acting on its or their behalf may provide such services to the Company and/or its affiliates in the future.

Certain figures contained in this Announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this Announcement may not conform exactly with the total figure given.

This Announcement includes statements that are, or may be deemed to be, forward-looking statements. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms 'intends', 'expects', 'will', or 'may', or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts and include statements regarding intentions, beliefs or current expectations. No assurances can be given that the forward-looking statements in this Announcement will be realised. The information contained in this Announcement is subject to change without notice and, except as required by applicable law, neither the Company nor the Sole Bookrunner assumes any responsibility or obligation to update publicly or review any of the forward-looking statements contained herein. As a result, no undue reliance should be placed on these forward-looking statements as a prediction of actual events or otherwise.

No statement in this Announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the main market for listed securities of the London Stock Exchange.

Members of the public are not eligible to take part in the Placing and no public offering of Placing Shares is being or will be made.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this Announcement.

This Announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (i) (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 (ii) the FCA Handbook Product Intervention and Product Governance Sourcebook (the 'UK Product Governance Requirements' and together with the MiFID II Product Governance Requirements, the 'Product Governance Requirements'), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any 'manufacturer' (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing 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 or the FCA Handbook Conduct of Business Sourcebook (as applicable); and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II or the FCA Handbook Product Intervention and Product Governance Sourcebook (as applicable) (the 'Target Market Assessment'). Notwithstanding the Target Market Assessment, Distributors (for the purposes of the Product Governance Requirements) should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing 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, the Sole Bookrunner 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 the FCA Conduct of Business Sourcebook; 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 Placing Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.