VICTORIAN PLUMBING GROUP PLC

Share Issue/Capital Change • Jun 17, 2021

National Storage Mechanism | Additional information

RNS Number : 1694C

Victorian Plumbing Group plc

17 June 2021

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.

This announcement is not a prospectus (or prospectus equivalent) and not an offer of securities for sale nor a solicitation of an offer to acquire or a recommendation to sell or buy securities in any jurisdiction, including in or into the United States, Canada, Australia, New Zealand, the Republic of South Africa or Japan.

Neither this announcement, nor anything contained or referred to herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not subscribe for or purchase any ordinary shares ("Ordinary Shares")  in Victorian Plumbing Group plc, (the "Company")  referred to in this announcement except on the basis of information contained in the final admission document (the "Admission Document") published by the Company (the Company, together with its subsidiaries and subsidiary undertakings, "Victorian Plumbing" or the "Group") in connection with the placing ("Placing") of new and existing Ordinary Shares  and admission of all of its Ordinary Shares, issued and to be issued to trading on the AIM market ("AIM") of London Stock Exchange plc (the "London Stock Exchange"), ("Admission"). Copies of the Admission Document will be available for inspection on the Company's website at www.victorianplumbingplc.com, subject to certain exceptions.

17 June 2021

Victorian Plumbing Group plc

PLACING AND PROPOSED ADMISSION TO TRADING ON AIM

Victorian Plumbing, the UK's leading online retailer of bathroom products and accessories, announces its proposed admission to trading on AIM and its conditional placing of 4,427,481 new Ordinary Shares (the "New Shares") and 109,122,138 existing Ordinary Shares (the "Sale Shares"), at a price of 262 pence per share (the "Placing Price") with institutional and other investors.

The Company has today published its Admission Document and has applied for Admission. The full terms and conditions of the Placing and Admission are set out in the Admission Document.  

GCA Altium is acting as Nominated Adviser and Financial Adviser in relation to the Admission. Barclays Bank PLC and Numis Securities Limited are acting as Joint Global Coordinators.

Key highlights 

·      Based on the Placing Price, the market capitalisation on Admission will be approximately £850 million

·      On Admission, the Company will have 324,427,481 Ordinary Shares in issue and a free float of approximately 35 per cent.

·      The Placing of the New Shares is expected to raise gross proceeds of £11.6 million for the Company

·      The Placing of the Sale Shares is expected to raise aggregate gross proceeds of £285.9 million for the selling shareholders

·      The Placing attracted strong support from high quality institutional investors and was significantly over-subscribed

·      The primary proceeds of the Placing will predominantly be used to satisfy the direct costs of the IPO process. The Company also intends for the Placing to position Victorian Plumbing strongly for the next stage of its development

·      Admission and commencement of dealings on AIM are expected to take place at 08:00 a.m. on 22 June 2021 under the ticker "VIC"

·      The Company's ISIN is GB00BNVVHD43 and its SEDOL is BNVVHD4

Mark Radcliffe, Founder and Chief Executive Officer, commented:

"The overwhelmingly positive reaction to our IPO has been humbling and it is amazing to see the support and excitement around our strategic plans.

"We're thrilled to have reached this milestone. It is a testament to the dedication of our fantastic employees who have helped build this unique and trusted brand and industry leading proposition.

"It is a great pleasure to welcome our new shareholders to the business, and we are excited for the next chapter of growth together as a public company."  

-ENDS-

For further information, please contact:

Victorian Plumbing Group plc Mark Radcliffe, Chief Executive Officer Paul Meehan, Chief Financial Officer	via FTI Consulting +44 20 3727 1000
FTI Consulting (Financial PR) Alex Beagley Eleanor Purdon Sam Macpherson	+44 20 3727 1000 VictorianPlumbing@fticonsulting.com
GCA Altium Limited (Nominated Adviser and Financial Adviser) Sam Fuller, Phil Adams, Paul Lines, Mitchell Parr	+44 20 7484 4040
Barclays Bank PLC (Joint Global Coordinators) Nicola Tennent, Tom Erlich, Rahul Daniel, Dominic Harper	+44 20 7623 2323
Numis Securities Limited (Joint Global Coordinators) James Taylor, Luke Bordewich, Tom Jacob, Oliver Steele	+44 20 7260 1000

Notes to editors:

About Victorian Plumbing Group

Victorian Plumbing is the UK's leading online retailer of bathroom products and accessories, offering a wide range of over 24,000 products to B2C and trade customers. Victorian Plumbing offers its customers a one-stop shop solution for the entire bathroom with more than 125 own and third-party brands across a wide spectrum of price points.

The Group's product design and supply chain strengths are complemented by its creative and brand-focused marketing strategy, which predominantly focus on online channels to drive significant and growing traffic to its website.

Headquartered in Skelmersdale, Lancashire, the Group employs over 500 staff across seven locations in Skelmersdale, Manchester and Birmingham.

IMPORTANT NOTICES:

This is a financial promotion and is not intended to be investment advice.

The contents of this announcement, which has been prepared by and is the sole responsibility of the Company, has been approved by GCA Altium Limited solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 (as amended).

This announcement does not constitute or form part of any offer for sale or subscription or any solicitation of any offer to buy or subscribe for any securities and neither this announcement nor any part of it forms the basis of or may be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.

The information contained in this announcement is for background purposes only and does not purport to be full or complete, nor does this announcement constitute or form part of any invitation or inducement to engage in investment activity. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. The contents of this announcement are not to be construed as legal, financial or tax advice.

Recipients of this announcement who intend to purchase or subscribe for shares in Company following the publication of the final admission document by the Company are reminded that such purchase or subscription should be made solely on the basis of the information contained in that admission document and, if relevant, any supplementary admission document, to be published by Company.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any 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.

The securities referred to in this document have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States except on the basis of an applicable exemption from registration, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offering of securities in the United States.

In the United Kingdom, this announcement is directed only at persons who are "qualified investors" within the meaning of Regulation 2017/1129/EU as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("Relevant Persons").

In any member state of the European Economic Area ("EEA"), this announcement is directed only at persons who are "qualified investors" ("Qualified Investors") within the meaning of Regulation  2017/1129/EU.

This announcement must not be acted on or relied on (i) in the United Kingdom, by persons who are not Relevant Persons, and (ii) in any member state of the EEA, by persons who are not Qualified Investors. Any investment or investment activity to which this announcement relates is available only to: (i) in the United Kingdom, Relevant Persons; and (ii) in any member state of the EEA, Qualified Investors, and will be engaged in only with such persons.

This document contains statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond the Group's control and all of which are based on the Directors' current beliefs and expectations about future events. In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including, without limitation, the terms "anticipates", "believes", "could", "envisages", "estimates", "expects", "intends", "may", "plans", "projects", "should", "will" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements relate to matters that are not historical facts. They include statements regarding the intentions, beliefs and current expectations of the Company or the Directors concerning, amongst other things, the results of operations, financial condition, liquidity, prospects, growth and strategies of the Company and the industry in which the Group operates. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. The actual results, performance or achievements of the Company or developments in the industry in which the Group operates may differ materially from the future results, performance or achievements or industry developments expressed or implied by the forward-looking statements contained in this document.

These forward-looking statements and other statements contained in this document regarding matters that are not historical facts involve predictions. No assurance can be given that such future results will be achieved; actual events or results may differ materially as a result of risks and uncertainties facing the Group. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed or implied in such forward-looking statements.

Each of the Company, GCA Altium Limited, Barclays Bank PLC and Numis Securities Limited, and their respective affiliates, expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statements contained in this announcement and disclaims any obligation to update its view of any risks or uncertainties described herein or to publicly announce the results of any revisions to the forward-looking statements made in this announcement, whether as a result of new information, future developments or otherwise, except as required by law.

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.

The anticipated timetable for Admission, including the publication of the Admission Document and/or the date of Admission, may be influenced by a range of circumstances such as market conditions. There is no guarantee that the Admission Document will be published or that Admission will occur. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all or part of the amount invested. Persons considering making such an investment should consult an authorised person specialising in advising on such investments.

This announcement does not constitute a recommendation concerning Admission or the Ordinary Shares. The value of Ordinary Shares and the income from them is not guaranteed and can fall as well as rise due to stock market and currency movements. On any sale of an investment an investor may get back less than he or she originally invested. Potential investors should consult a professional adviser as to the suitability of the Ordinary Shares for the person concerned before making any investment decision. Past performance cannot be relied upon as a guide to future performance.

None of GCA Altium Limited, Barclays Bank PLC or Numis Securities Limited, nor any of their respective affiliates, their respective directors, officers or employees, advisers, agents or any other person accepts any responsibility or liability whatsoever for the contents of, or makes any representations or warranties, express or implied, as to the accuracy, fairness or completeness of the information presented or contained in this announcement (or whether any information has been omitted from this announcement) or any other information relating to the Company, its subsidiaries and their associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. Accordingly, each of GCA Altium Limited, Barclays Bank PLC and Numis Securities Limited, and their respective affiliates, their respective directors, officers or employees, and any other person acting on their behalf expressly disclaims, to the fullest extent possible, any and all liability whatsoever for any loss howsoever arising from, or in reliance upon, the whole or any part of the contents of this announcement, whether in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith.

Each of GCA Altium Limited, Barclays Bank PLC and Numis Securities Limited is acting exclusively for the Company and no-one else in connection with the possible Admission. They will not regard any other person as their respective clients in relation to the possible Admission and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the possible Admission, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

Barclays Bank PLC is authorised by the Prudential Regulation Authority ("PRA") and regulated by the Financial Conduct Authority (the "FCA") and the PRA. Each of GCA Altium Limited and Numis Securities Limited is authorised and regulated by the FCA in the United Kingdom.

In connection with the Placing, Barclays Bank PLC and Numis Securities Limited and any of their respective affiliates, may take up a portion of the Ordinary Shares as a principal position and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Ordinary Shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references in the Admission Document, once published, to the Ordinary 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 Barclays Bank PLC and Numis Securities Limited and any of their respective affiliates acting in such capacity. In addition, Barclays Bank PLC and Securities Limited and any of their respective affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which they may from time to time acquire, hold or dispose of Ordinary Shares. None of Barclays Bank PLC, Numis Securities Limited nor any of their respective affiliates intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

For the avoidance of doubt, the contents of the Company's website are not incorporated by reference into, and do not form part of, this announcement.

Information to Distributors

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Ordinary Shares have been subject to a product approval process, which has determined that the Ordinary 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 defined in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, "distributors" (for the purposes of the UK Product Governance Requirements) should note that: the price of the Ordinary Shares may decline and investors could lose all or part of their investment; the Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the Ordinary 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 any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Barclays Bank PLC and Numis Securities Limited 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 Chapters 9A or 10A respectively of the FCA Handbook 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 Ordinary Shares.

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

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