Company Announcements

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014.

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 MJ HUDSON 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).

10 August 2022

MJ Hudson Group plc

Forum 4, Grenville Street

St Helier

Jersey JE4 8TQ

("MJ Hudson", the "Company", or the "Group")

Retail Offer by PrimaryBid

·   MJ Hudson, the specialist service provider to the asset management industry, announces a retail offer via PrimaryBid;

·   The Issue Price for the Retail Shares is 30 p per Retail Share, representing a discount of 4 per cent to the closing mid-market price on 9 August 2022;

·   Investors can access the Retail Offer by visiting www.primarybid.com and downloading the PrimaryBid mobile app;

·   Both the Placing Shares and Retail Shares will be sold at the Issue Price;

·   There is a minimum subscription of £250 per investor in the Retail Offer;

·   No commission is charged by PrimaryBid on applications to the Retail Offer.

Retail Offer

MJ Hudson (LON: MJH), the specialist service provider to the asset management industry, is pleased to announce a conditional offer for subscription via PrimaryBid (the "Retail Offer") of new Ordinary Shares of no par value each in the Company ("Retail Shares") at an issue price of 30 pence per new Ordinary Share (the "Issue Price"), being a discount of 4 per cent to the closing mid-price on 9 August 2022. The Company is also conducting a placing of new Ordinary Shares (the "Placing Shares") at the Issue Price by way of an accelerated bookbuild process (the "Placing", together with the Retail Offer, the "Fundraising") as announced earlier today.

The Retail Offer and the Placing are conditional on the passing of resolutions at the general meeting of the Company to be held on or around 31 August 2022. The Retail Offer and Placing are further 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 be take place at 8.00 a.m. on 1 September 2022. The Retail Offer will not be completed without the Placing also being completed.

Key Highlights

Following growth in a number of the areas of the business in the last 12 months, the Company is seeking to raise a minimum of £8 million (before expenses) through the Placing and up to an additional £1.5 million through the Retail Offer in order to accelerate its growth strategy and leverage the market opportunity, primarily focussed on:

·    investing in and expanding the Company's growing ESG division;

·    improving the Company's net debt position and strengthening its ability to capitalise on future acquisition opportunities;

·    to satisfy earn out consideration due in respect of performing historical acquisitions, including its Irish Super Manco, Bridge Consulting Limited ("Bridge Group") which required higher levels of regulatory capital to be held in cash in the Company's bank accounts.

Reason for the Retail Offer

The Company values its retail investor base and is therefore pleased to provide private and other investors the opportunity to participate in the Retail Offer by applying through the PrimaryBid mobile app available on the Apple App Store and Google Play. Investors may also apply to participate in the Retail Offer through their broker. PrimaryBid does not charge investors any commission for these services.

Brokers wishing to participate in the Retail Offer should contact partners@primarybid.com.

The Retail Offer, via the PrimaryBid mobile app, will be open to individual and institutional investors following the release of this announcement. The Retail Offer is expected to close around the same time as the Bookbuild. The Retail Offer may close early if it is oversubscribed.

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 Offer without giving any reason for such rejection.

No commission is charged to investors on applications to participate in the Retail Offer made through 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.

For further information on PrimaryBid or the procedure for applications under the Retail Offer, visit www.PrimaryBid.com or email PrimaryBid at enquiries@primarybid.com. 

The new Ordinary Shares 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 Company's existing Ordinary Shares.

Details of the Retail Offer

The Company highly values its retail investor base which has supported the Company alongside institutional investors over several years. Given the support of retail shareholders, the Company believes that it is appropriate to provide retail and other interested investors the opportunity to participate through the Retail Offer. The Company is therefore making the Retail Offer available exclusively through the PrimaryBid mobile app.

It is a term of the Retail Offer that the total value of the Retail Shares available for subscription at the Issue Price does not exceed £1.5 million. The Retail Offer is offered under the exemptions against the need for a prospectus allowed under the Prospectus Rules. As such, there is no need for publication of a prospectus pursuant to the Prospectus Rules, or for approval of the same by the Financial Conduct Authority in its capacity as the UK Listing Authority. The Retail Offer is not being made into any Restricted Jurisdiction or any other jurisdiction where it would be unlawful to do so.

There is a minimum subscription of £250 per investor under the terms of the Retail Offer which is open to existing shareholders and other investors subscribing via the PrimaryBid mobile app.

For further details please refer to the PrimaryBid website at www.PrimaryBid.com. The terms and conditions on which the Retail Offer is made, including the procedure for application and payment for new Ordinary Shares, and details regarding how any funds committed will be returned if the Retail Offer does not proceed, is available to all persons who register with PrimaryBid.

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. It should be remembered that the price of securities and the income from them can go down as well as up. Investors should consider the risk factors set out on www.PrimaryBid.com and the PrimaryBid mobile 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. 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

IMPORTANT NOTICES

The distribution of this Announcement and the offering, placing and/or issue of the new Ordinary Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or any of its affiliates, agents, directors, officers or employees that that would permit an offer of the new Ordinary Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such new Ordinary Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company to inform themselves about and to observe any such restrictions.

Any indication in this Announcement of the price at which new Ordinary Shares have been bought or sold in the past cannot be relied upon as a guide to future performance. No statement in this Announcement is intended as a profit forecast or 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, as appropriate, for the current or future years 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.

A copy of this document has been delivered to the registrar of companies in accordance with Article 5 of the Companies (General Provisions) (Jersey) Order 2002, and he has given, and has not withdrawn, his consent to its circulation. The Jersey Financial Services Commission has given, and has not withdrawn, its consent under Article 2 of the Control of Borrowing (Jersey) Order 1958 to the issue of securities in the company. It must be distinctly understood that, in giving these consents, neither the registrar of companies nor the Jersey Financial Services Commission takes any responsibility for the financial soundness of the company or for the correctness of any statements made, or opinions expressed, with regard to it. The directors of the Company have taken all reasonable care to ensure that the facts stated in this document are true and accurate in all material respects, and that there are no other facts the omission of which would make misleading any statement in the document, whether of facts or of opinion. All the directors accept responsibility accordingly.

Information regarding the Company's stated capital, dividend policy, principal establishments, and material contracts, together with details of directors' existing interests and material debentures and loans to which the Company is party can be found in its most recent annual report and accounts, available at https://mjhudson.com/investors/shareholder-information/financial-reports/. A copy of the Company's most recent interim financial report is also available via the same address. No amounts are being written off or provided for as goodwill or preliminary expenses in connection with the Fundraising. No benefit is being given to any promoter in connection with the Fundraising.

Details of the Company's board of directors and principal advisors can be found on the Company's website at https://mjhudson.com/investors/corporate-governance/aim-26-compliance/.

The Directors of the Company shall not be participating in the Retail Offer. Matthew Hudson, Chief Executive Officer of the Company, is expected to subscribe for between 2,650,000 and 2,935,000 Placing Shares, subject to any required scale back of Placing Share allocations upon closing of the accelerated bookbuild process. Od Lahav, Chief Operating Officer, is expected to subscribe for 25,000 Placing Shares, subject to any required scale back.  Furthermore, Andrew Walsh, a PDMR, is expected to subscribe 40,000 Placing Shares, subject to any required scale back.

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. The Retail Offer Shares to be issued or sold pursuant to the Retail Offer will not be admitted to trading or any stock exchange other than the London Stock Exchange.

If you are in any doubt about the contents of this document you should consult your stockbroker, bank manager, solicitor, accountant or other financial adviser.

ENDS