Oberon Investments - Conditional placing to raise £2.5 million

Oberon Investments plc

("Oberon" or the "Company")

Conditional placing to raise £2.5 million

Oberon Investments Group plc (AQSE: OBE), the boutique investment management, wealth planning and corporate broking group, is pleased to announce that it has raised approximately £2.5 million before expenses, through a conditional placing, via Oberon Capital, of 69,444,443 new ordinary shares of 0.5 pence each (the "Placing Shares") in the Company (the "Placing") at a price of 3.6 pence per share  (the "Issue Price").  The Placing was supported by new and existing institutional shareholders.

The proceeds of the Placing will be applied to support the expansion of the Company's key business divisions, including the expected appointment of a number of new revenue generating teams, to accelerate growth across the Group.

The Placing is conditional on the Company obtaining the requisite approvals from Shareholders at its Annual General Meeting ("AGM"), which is scheduled to take place at 3.00 p.m. on 21 September 2023 at the offices of Fladgate LLP, 16 Great Queen Street, London WC2B 5DG. Notice of the AGM has been issued and is available to review here: https://oberoninvestments.com/wp-content/uploads/2023/08/AGM-circular-notice-2023-as-at-11th-Aug23-after-DR-review-and-SR-Comments.pdf. 

There are no changes to the notice or to the resolutions that will be put to the AGM (the "Resolutions"), as a result of the Placing.  If the Resolutions are passed, then the Placing Shares will be issued under the resultant permissions.

Retail offer

The Company intends to offer up to 13,888,888 new ordinary shares at the Issue Price (the "Retail Shares") via the Winterflood Retail Access Platform (WRAP) to raise up to £0.5 million gross proceeds (the "Retail Offer").  The Retail Offer will provide qualifying retail investors in the United Kingdom with an opportunity to participate alongside the Placing.  A further announcement will be made in due course regarding the Retail Offer and its terms. It is expected that the Retail Offer will launch at 8.00 a.m. on 19 September 2023 and will be open for applications up to 5.00 p.m. on 25 September 2023.  The result of the Retail Offer is expected to be announced by the Company on or around 26 September 2023. For the avoidance of doubt, the Retail Offer is in addition to the Placing and will be conditional upon, amongst other things, completion of the Placing.  The Retail Offer may not be fully subscribed.

Admission and total voting rights

Admission to Trading on AQSE and Total Voting Rights Application will be made for the Placing Shares, which will rank pari passu with the existing ordinary shares, to be admitted to trading on AQSE, with admission expected to become effective at 8.00 a.m. on 27 September 2023.

Following Admission of the Placing Shares, the total issued share capital of the Company will be 605,502,990 ordinary shares, with no shares in Treasury. Therefore, the total current voting rights in the Company following Admission will be 605,502,990.  This figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

Simon McGivern, Oberon's CEO said: "Oberon is anticipating considerable growth in 2023 and beyond, which will be bolstered by this placing. We warmly welcome our new institutional investors, alongside the continued support from our existing investor base. 

Following previous indications of demand from retail clients, we are pleased to have also partnered with Winterflood Securities to provide a retail offering. This gives retail investors the opportunity to invest in Oberon alongside our long-term institutional investors."

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014. Which is part of the United Kingdom domestic law pursuant to the Market Abuse (Amendment) (EU Exit) Regulations (SI 2019/310) ("UK MAR").

The directors of Oberon accept responsibility for this announcement.

Enquiries:

Important Notices

Oberon Capital is authorised and regulated by the Financial Conduct Authority (the "FCA") in the United Kingdom and is acting exclusively for the Company and no one else in connection with the Placing and will not regard anyone (including any Placees) (whether or not a recipient of this Announcement) as a client, and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement.

Neither this Announcement, nor any copy of it, nor the information contained in it, is for publication, release, transmission, distribution or forwarding, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction in which publication, release or distribution would be unlawful (or to any persons in any of those jurisdictions). This Announcement is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for shares in the capital of the Company in the United States, Australia, Canada, Japan or the Republic of South Africa or any other state or jurisdiction (or to any persons in any of those jurisdictions). This Announcement has not been approved by the London Stock Exchange. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.

The Placing Shares have not been, and will not be, registered under the US Securities Act or with any securities regulatory authority or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, pledged, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States. No public offering of securities is being made in the United States. The Placing Shares have not been approved, disapproved or recommended by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Placing Shares. Subject to certain exceptions, the securities referred to herein may not be offered or sold in the United States, Australia, Canada, Japan or the Republic of South Africa or to, or for the account or benefit of, any national, resident or citizen of the United States, Australia, Canada, Japan or the Republic of South Africa.

No public offering of the Placing Shares and Subscription Shares is being made in the United States, United Kingdom or elsewhere. All offers of the Placing Shares and Subscription Shares will be made pursuant to an exemption from the requirement to produce a prospectus under the EU Prospectus Regulation or the UK Prospectus Regulation.

This Announcement is not being distributed by, nor has it been approved for the purposes of section 21 of FSMA by, a person authorised under FSMA. This Announcement is being distributed and communicated to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply.

The distribution of this Announcement, the Placing and/or the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or its affiliates that would permit an offering of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to the Placing 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, such restrictions.

This Announcement may contain and the Company may make verbal statements containing "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company. As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. These forward-looking statements reflect the Company's judgment at the date of this Announcement and are not intended to give any assurance as to future results and the Company cautions that its actual results of operations and financial condition, and the development of the industry in which it operates, may differ materially from those made in or suggested by the forward-looking statements contained in this Announcement and/or information incorporated by reference into this Announcement. The information contained in this Announcement is subject to change without notice and except as required by applicable law or regulation, the Company expressly disclaims any obligation or undertaking to publish any updates, supplements or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statements are based, except where required to do so under applicable law.

No statement in this Announcement is intended to be a profit forecast or estimate, and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

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.