30 June 2016
GLI Finance Limited
("GLI" or the "Company")
Completion of Acquisitions, Issue of Equity and Bonds
Summary
· Following the Company's announcement on 16 May 2016, the proposed acquisition of interests in Sancus Gibraltar and GLIF BMS Holdings has now completed, with the creation of the newly combined Sancus BMS Group.
· Completion marks further progress in delivery against the objectives set out in the board's previously announced Strategic Review, which has thus far resulted in increased focus around the Company's core platform and niche lending businesses, simplification of our operations and the creation of the Sancus BMS Group.
· The combined Sancus BMS Group is expected to make pre-tax profit of approximately £2.5 million in 2016, rising to approximately £4 million in 2017 as the loan book continues to grow, the businesses become fully integrated and increasing levels of commercial, operating and financial synergies are realised.
· Following the uncertainty and market volatility resulting from Brexit, GLI has decided to cancel the bond offering to UK Bond Network investors. The Company may re-list the offering at a later date. The Company's proposed £10 million aggregate issue of Bonds as part-consideration for Sancus Gibraltar has, however, taken place as anticipated.
Commenting, Andy Whelan, Chief Executive of GLI, said:
"We are making good progress in restructuring the business and now have a better organised, more operationally efficient group. The steps undertaken to address our portfolio of platforms as part of our strategic review position us to take advantage of the significant opportunities we see within the specialist SME lending market. We remain excited about the long term prospects for the business as we continue to execute our growth strategy."
Completion of Acquisitions, Issue of Equity and Bonds
The board of GLI announces that the Company's acquisitions of the entire issued share capital of Sancus (Gibraltar) Limited and the ordinary shares that it does not already own in GLIF BMS Holdings Limited ("GBHL") have, today, legally completed. Accordingly, the Company issued New Ordinary Shares and Bonds at Completion as follows:
· 43,408,360 New Ordinary Shares and Bonds in an aggregate principal amount of £10 million to Sancus Gibraltar Holdings Limited in consideration for the Sancus Gibraltar acquisition. The New Ordinary Shares issued to Sancus Gibraltar Holdings are subject to a lock-up period as detailed below; and
· 11,093,247 New Ordinary Shares in consideration for the ordinary shares in GBHL held by the BMS Management Sellers. The New Ordinary Shares issued to the BMS Management Sellers are subject to a lock-up period of three years ending on 30 June 2019, during which the BMS Management Sellers have agreed not to sell their respective holdings of New Ordinary Shares, except in certain limited circumstances.
The New Ordinary Shares will rank in full for all dividends and other distributions declared, made or paid and otherwise pari passu in all respects with the existing Ordinary Shares, save that they will not be entitled to any dividends otherwise payable on the Ordinary Shares declared prior to 1
December 2016.
Admission
Application has been made for 54,501,607 New Ordinary Shares to be admitted to trading on the AIM Market of the London Stock Exchange, which is expected to occur on or around 1 July 2016 under the ISIN GB00BYY7WT75 and TIDM GLIS.
On admission, the Company's enlarged issued ordinary share capital will consist of 284,977,236 Ordinary Shares. The Company holds 214,417 Ordinary Shares in treasury. The total number of Ordinary Shares (in issue excluding Ordinary Shares held in treasury) is therefore 284,762,819, which is also the total number of voting rights in the Company and the figure that should be used by shareholders as the denominator in their calculations to determine if they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority's Disclosure and Transparency Rules.
Holdings in Company
Sancus Gibraltar Holdings will, on Admission, hold a legal and beneficial interest in 43,408,360 Ordinary Shares, representing 15.26% of the Company's enlarged issued ordinary share capital with voting rights. The New Ordinary Shares issued to Sancus Gibraltar Holdings are subject to a lock-up period of three months ending on 30 September 2016. This lock-up period will be extended if there are any outstanding claims for a breach of any of the warranties given by Sancus Gibraltar Holdings under the Sancus Gibraltar SPA.
For further information, please contact:
GLI Finance Limited
Andy Whelan
+44 (0)1534 708900
Panmure Gordon (Nominated Adviser and Corporate Broker)
Dominic Morley
+44 (0)20 7886 2954
Peter Steel
+44 (0)113 357 1152
Charles Leigh Pemberton
+44 (0)20 7886 2906
Instinctif Partners (PR Advisor)
Tim Linacre/Nick Woods
+44 (0)207 457 2020
Unless otherwise stated, capitalised terms in this announcement have the same meanings as defined in the circular sent to shareholders on 16 May 2016, a copy of which is also available on the Company's website www.glifinance.com.
About GLI Finance
GLI Finance (www.glifinance.com) is a specialist provider of finance to small and medium sized enterprises. Its ordinary shares are quoted on the AIM and its issued zero dividend preference shares are listed and traded on the main market of the London Stock Exchange (tickers GLIF and GLIS (Ord) and GLIZ (2019 ZDP)). The loans are provided to SMEs through a variety of finance platforms in which GLI Finance has an equity stake.
The platforms in which GLI Finance is invested vary by geography, industry, size of lending and by type of lending. They include UK and US SME Lending, Offshore Lending, UK and European Invoice Discounting, Supply Chain Finance, Global Trade Finance, and UK Property-Backed Lending.