TIDMPURP
RNS Number : 7202Y
Purplebricks Group PLC
09 May 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF THAT JURISDICTION.
This announcement contains inside information for the purposes
of article 7 of Regulation 596/2014 as amended and transposed into
UK law in accordance with the European Union (Withdrawal) Act 2018
("UK MAR").
9 May 2023
Purplebricks Group plc
("Purplebricks", the "Company" or the "Group")
FY23 Trading Update and Update on Strategic Review and Formal
Sale Process
Purplebricks Group plc (AIM: PURP) provides an update on current
trading and on the progress of its Strategic Review and Formal Sale
Process.
FY23 Trading Update
The Group expects to have finished the financial year ended 30
April 2023 ("FY23") in line with management expectations, as
announced on 17 February 2023. However, instruction[1] levels did
not increase through Q4 of FY23 as previously anticipated (5,672 in
Q4 of FY23; 10,964 in Q4 FY22), which is anticipated to primarily
impact on revenue and EBITDA for FY24 (due to revenue deferral
accounting adjustments which mean revenue is recognised throughout
the period of service provision). In light of the Group's current
financial position, the Group's payment processor for 'pay now'
instructions has exercised its right to withhold a portion of
remittances to the Group. This withholding and level of
instructions has impacted the Company's cash position, which as at
30 April 2023 is estimated to have stood at c. GBP9.1 million. The
Board now expects that the previously anticipated return to cash
generation in early FY24 is unlikely, given the trading performance
of the Group, and whilst the Strategic Review and resultant
uncertainty around the future of the Group remain ongoing.
The term of the Group's contractual arrangements with its
finance provider in relation its 'pay later' offering ended on 30
April 2023[2]. The arrangement has been extended for a short period
(with a further short term extension under discussion) while the
Group's Strategic Review is ongoing. Should the Group not be able
to agree revised terms for the financing to support its pay later
offering, or should those terms be disadvantageous to the Group or
its customers, this would accelerate the Group's utilisation of its
remaining cash reserves. Any further increased rate of withholding
by the Group's payment processor for pay now instructions would
also accelerate the Group's utilisation of its remaining cash
reserves.
In light of the above, the Board believes it is necessary to
conclude the Strategic Review and the Formal Sale Process promptly
and in a manner that provides more certainty around the Group's
future ownership, that provides the business with access to
additional funding and results in a longer term extension to the
finance for its pay later offering. In the view of the Board, a
conclusion to the process is necessary in the interests of
shareholder value, and to create greater stability and clarity for
the future of the Company, its employees, its funding partners and
its customers.
Update on Strategic Review and Formal Sale Process
Prior to launching the Formal Sale Process a comprehensive
Strategic Review was launched on 17 February 2023, which considered
all options for the future of the business, including the potential
for an equity fund raising and the sale of the Company or some or
all of the Group's business and assets. At that time and following
consultation with the Group's largest shareholders, it was
concluded that an equity fund raise was not a viable option to
recognise the potential of the Group, and having received several
credible expressions of interest, it was the opinion of the Board
that a Formal Sale Process be launched to fully explore a potential
sale of the Group.
The Formal Sale Process has been ongoing since 1 March 2023, and
in this time the Group has engaged with a significant number of
potential offerors, both via outbound and inbound approaches. The
Formal Sale Process has involved several rounds of bidding designed
to identify the most credible potential offerors, considering both
the value being offered to Purplebricks' shareholders, and the
ability to deliver certainty for the Group and its stakeholders in
a short timeframe.
Presently, a small number of parties remain in discussions with
the Group in relation to the sale of the Company or some or all of
the Group's business and assets.
Negotiations are ongoing, however, at the current time, the
transactions being contemplated, if concluded, would be expected to
deliver returns to shareholders materially below the Company's
current share price. There can be no guarantee that these
negotiations will result in any such transaction, and there can
also be no certainty on the timings or level of any return to
shareholders.
Given the expected level of potential returns to shareholders
the option of an equity fund raise has been revisited but is still
considered to lack the necessary support. The Board with the
assistance of its advisers will continue to engage with
shareholders to understand their views on the options for the
Group.
Enquiries
Purplebricks
Helena Marston (CEO) and Dominique Highfield Via M7 Communications
(CFO) Ltd
Zeus (Financial Adviser, Nominated Adviser
& Broker) + 44 (0) 20 3829 5000
Jamie Peel, James Hornigold (Investment
Banking)
Benjamin Robertson (Corporate Broking)
PricewaterhouseCoopers LLP (Financial
Adviser) +44 (0) 20 7583 5000
Jon Raggett
M7 Communications
Mark Reed +44 (0) 7903 089 543
mark@m7communications.co.uk
The person responsible for arranging for the release of this
announcement on behalf of the Company is Dominique Highfield, Chief
Financial Officer.
About Purplebricks
Purplebricks is a leading technology-led estate agency business,
based in the UK. Purplebricks combines highly experienced and
professional Local Property Partners and innovative technology to
help make the process of selling, buying or letting more
convenient, transparent and cost effective. Purplebricks shares are
traded on the London Stock Exchange AIM market.
Important information
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or the solicitation of an
offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities whether pursuant to this
announcement or otherwise.
This announcement (including any information incorporated by
reference in this announcement) contains statements about the
Company that are or may be deemed to be forward looking statements.
Without limitation, any statements preceded or followed by or that
include the words "targets", "plans", "believes", "expects",
"aims", "intends", "will", "may", "anticipates", "estimates",
"projects" or words or terms of similar substance or the negative
thereof, may be forward looking statements.
These forward-looking statements are not guarantees of future
performance. Such forward-looking statements involve known and
unknown risks and uncertainties that could significantly affect
expected results and are based on certain key assumptions. Many
factors could cause actual results to differ materially from those
projected or implied in any forward-looking statements. Due to such
uncertainties and risks, readers should not rely on such
forward-looking statements, which speak only as of the date of this
announcement. The Company disclaims any obligation or
responsibility to update publicly or review any forward-looking or
other statements contained in this announcement, except as required
by applicable law.
The distribution of this announcement in jurisdictions outside
the United Kingdom may be restricted by law and therefore persons
into whose possession this announcement comes should inform
themselves about, and observe, such restrictions. Any failure to
comply with the restrictions may constitute a violation of the
securities law of any such jurisdictions.
Notice related to financial adviser
Zeus Capital Limited, which is authorised and regulated by the
Financial Conduct Authority in the United Kingdom, is acting
exclusively for Purplebricks and for no one else in connection with
the subject matter of this announcement and will not be responsible
to anyone other than Purplebricks for providing the protections
afforded to its clients or for providing advice in connection with
the subject matter of this announcement.
PricewaterhouseCoopers LLP ("PwC") is authorised and regulated
in the United Kingdom by the Financial Conduct Authority and is
acting exclusively for the Purplebricks and for no one else in
connection with the subject matter of this announcement and will
not be responsible to anyone other than Purplebricks for providing
the protections afforded to its clients nor for providing advice in
relation to the subject matter of this announcement.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in one per cent. or more of any class of relevant
securities of an offeree company or of any securities exchange
offeror (being any offeror other than an offeror in respect of
which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following
the commencement of the offer period and, if later, following the
announcement in which any securities exchange offeror is first
identified.
An Opening Position Disclosure must contain details of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s). An Opening Position
Disclosure by a person to whom Rule 8.3(a) applies must be made by
no later than 3.30 p.m. (London time) on the 10th business day
following the commencement of the offer period and, if appropriate,
by no later than 3.30 p.m. (London time) on the 10th business day
following the announcement in which any securities exchange offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange
offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or
becomes, interested in one per cent. or more of any class of
relevant securities of the offeree company or of any securities
exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any
securities exchange offeror. A Dealing Disclosure must contain
details of the dealing concerned and of the person's interests and
short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror, save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure
by a person to whom Rule 8.3(b) applies must be made by no later
than 3.30 p.m. (London time) on the business day following the date
of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk, including
details of the number of relevant securities in issue, when the
offer period commenced and when any offeror was first identified.
You should contact the Panel's Market Surveillance Unit on +44
(0)20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on a website
In accordance with Rule 26.1 of the Takeover Code, a copy of
this announcement will be made available (subject to certain
restrictions relating to persons resident in restricted
jurisdictions) on Purplebricks' website at
https://www.purplebricksplc.com/investors by no later than 12 noon
(London time) on the first business day following the date of this
announcement. For the avoidance of doubt, the content of the
website referred to in this announcement is not incorporated into
and does not form part of this announcement.
Note: All figures are unaudited and subject to the Company's
financial year end closing procedures.
[1] Instructions represent instructions net of refunds.
[2] Under the Group's 'pay later with conveyancing' product,
customers pay on completion or after 10 months, while the Group
receives these funds earlier (on publication of the customer's
advert) from the Group's finance provider, in exchange for a
finance fee.
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END
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