Morses Club PLC Admission Document

132 Pages·2016·0.81 MB·English

Morses Club PLC
Admission
Document
Placing and admission
to trading on AIM
c112030 Cover spread.indd 1 27/04/2016 16:11
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the
contents of this document or the action you should take, you are recommended to seek your own personal
financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent
financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) (‘‘FSMA’’) if you are
in the United Kingdom, or, if not, from another appropriately authorised independent professional adviser.
This document comprises an admission document prepared in accordance with the AIM Rules for Companies. Application
has been made for the whole of the ordinary share capital of Morses Club PLC (‘‘Company’’) to be admitted to trading on
AIM (‘‘AIM’’), a market operated by London Stock Exchange plc (‘‘London Stock Exchange’’).
Application has been made for the Ordinary Shares to be admitted to trading on AIM. It is expected that Admission will
become effective and that dealings will commence in the Ordinary Shares on 5 May 2016. The ordinary share capital of the
Company is not dealt on any other recognised investment exchange and no application has been or is being made for any
such admission to any such exchange.
This document does not constitute a prospectus within the meaning of section 85 of FSMA, has not been drawn up in
accordance with the Prospectus Rules published by the Financial Conduct Authority (‘‘FCA’’) and a copy of this document
has not been, and will not be, filed or reviewed by the FCA or any other competent authority.
AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to
be attached than to larger or more established companies. AIM securities are not admitted to the Official List of the
United Kingdom Listing Authority. A prospective investor should be aware of the potential risks in investing in
such companies and should make the decision to invest only after careful consideration and, if appropriate,
consultation with an independent financial adviser. Each AIM company is required pursuant to the AIM Rules for
Companies to have a nominated adviser. The nominated adviser is required to make a declaration to London Stock
Exchange on admission in the form set out in Schedule Two to the AIM Rules for Nominated Advisers. London
Stock Exchange has not itself examined or approved the contents of this document.
The whole of the text of this document should be read. The attention of prospective investors is drawn especially to the Risk
Factors set out in Part 2 of this document. All statements regarding the Company’s business, financial position and
prospects should be viewed in light of these risk factors.
MORSES CLUB PLC
(Incorporated and registered in England and Wales with registered number 06793980)
Placing of 63,455,000 existing Ordinary Shares at 108 pence per Ordinary Share
and
Admission to trading on AIM
NOMINATED ADVISER AND JOINT BOOKRUNNER
Numis Securities Limited
JOINT BOOKRUNNER
Panmure Gordon (UK) Limited
FINANCIAL ADVISER
Deloitte Corporate Finance
The directors of the Company whose names appear on page 6 of this document and the Company accept responsibility
both individually and collectively for the information contained in this document. To the best of the knowledge and belief of
those directors and the Company (who have taken all reasonable care to ensure that such is the case), the information
contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such
information.
All of the Ordinary Shares, including the Placing Shares, will, upon Admission, rank equally in all respects, including the
right to receive all dividends or other distributions thereafter declared, made or paid.
This document does not constitute an offer to issue or sell or the solicitation of an offer to buy securities in any
jurisdiction in which such an offer or solicitation is unlawful. The Ordinary Shares have not and will not be registered
under the United States Securities Act of 1933, as amended (the ‘‘Securities Act’’) or under the applicable state securities
laws of any jurisdiction in the United States or under the applicable laws of Canada, Japan, the Republic of Ireland,
Australia or South Africa (‘‘Prohibited Territories’’). Accordingly, subject to certain exceptions, Ordinary Shares may not be
offered or sold or subscribed, directly or indirectly, within the Prohibited Territories or to or by any US Person (as such term
is defined in Regulation S promulgated under the Securities Act) or any national, resident or citizen of the other Prohibited
Territories or any corporation, partnership or other entity created or organised under the laws thereof. This document should
not be distributed, published, reproduced or otherwise made available in whole or in part or disclosed by recipients to any
other person and, in particular, should not be distributed to persons with addresses in the Prohibited Territories or to any
corporation, partnership or other entity created or organised under the laws thereof, where such distribution may lead to a
breach of any law or regulatory requirement.
The distribution of this document in jurisdictions other than the United Kingdom may be restricted by law and, therefore,
persons into whose possession this document comes should inform themselves about and observe such restrictions. Any
failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction.
Numis Securities Limited (‘‘Numis’’) is authorised and regulated by the FCA in the United Kingdom. Numis is acting as the
Company’s nominated adviser and joint bookrunner for the purposes of the AIM Rules for Companies in connection with the
Placing and Admission and will not regard any other person as its client in connection with the Placing and/or Admission
(whether or not a recipient of this document). Numis’ responsibilities as nominated adviser are owed solely to London Stock
Exchange and are not owed to the Company or any of its directors. Numis will not be responsible to anyone other than the
Company for providing the protections afforded to clients of Numis or for advising any other person in connection with the
transaction and arrangements detailed in this document. Numis accepts no liability whatsoever for the accuracy of any
information or opinions contained in, or for the omission of any material information from, this document. Numis makes no
representation or warranty, express or implied, concerning the contents of this document, including its accuracy,
completeness or verification, or concerning any other statement made or purported to be made by it, or on its behalf, in
connection with the Company or the Ordinary Shares.
Panmure Gordon (UK) Limited (‘‘Panmure Gordon’’) is authorised and regulated by the FCA in the United Kingdom.
Panmure Gordon is acting as the Company’s joint bookrunner for the purposes of the AIM Rules for Companies in
connection with the Placing and Admission and will not regard any other person as its client in connection with the Placing
and/or Admission (whether or not a recipient of this document). Panmure Gordon will not be responsible to anyone other
than the Company for providing the protections afforded to clients of Panmure Gordon or for advising any other person in
connection with the transaction and arrangements detailed in this document. Panmure Gordon accepts no liability
whatsoever for the accuracy of any information or opinions contained in, or for the omission of any material information
from, this document. Panmure Gordon makes no representation or warranty, express or implied, concerning the contents of
this document, including its accuracy, completeness or verification, or concerning any other statement made or purported to
be made by it, or on its behalf, in connection with the Company or the Ordinary Shares.
Deloitte Corporate Finance is a division of Deloitte LLP which is authorised and regulated in the United Kingdom by the FCA
in respect of regulated activities. Deloitte Corporate Finance is acting as the Company’s financial adviser and will not be
responsible to anyone other than the Company for providing the protections afforded to clients of Deloitte Corporate Finance
or for advising any other person in connection with the transaction and arrangements detailed in this document. Deloitte
Corporate Finance accepts no liability whatsoever for the accuracy of any information or opinions contained in, or for the
omission of any material information from, this document. Deloitte Corporate Finance makes no representation or warranty,
express or implied, concerning the contents of this document, including its accuracy, completeness or verification, or
concerning any other statement made or purported to be made by it, or on its behalf, in connection with the Company or
the Ordinary Shares.
The contents of the Company’s website or any hyperlinks accessible from the Company’s website do not form part of this
document and investors should not rely on them.
Copies of this document will be available free of charge during normal business hours on any day (except Saturdays,
Sundays and public holidays) at the offices of the Company at Kingston House, Centre 27 Business Park, Birstall, Batley,
West Yorkshire, WF17 9TD from the date of this document and for a period of at least one month from Admission and on
the Company’s website www.morsesclub.com under AIM Rule 26.
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IMPORTANT NOTICE
Forward looking statements
All statements, other than statements of historical facts, included in this document, including,
without limitation, those regarding the Company’s financial position, business strategy, plans and
objectives of management for future operations or statements relating to expectations in relation to
dividends or any statements preceded by, followed by or that include the words ‘‘targets’’,
‘‘believes’’, ‘‘expects’’, ‘‘aims’’, ‘‘intends’’, ‘‘plans’’, ‘‘will’’, ‘‘may’’, ‘‘anticipates’’, ‘‘would’’, ‘‘could’’ or
similar expressions or the negative thereof, are forward-looking statements. Such forward-looking
statements involve known and unknown risks, uncertainties and other important factors beyond the
Company’s control that could cause the actual results, performance, achievements of or dividends
paid by the Company to be materially different from actual results, performance or achievements,
or dividend payments expressed or implied by such forward-looking statements. Such forward-
looking statements are based on numerous assumptions regarding the Company’s net asset value,
present and future business strategies and income flows and the environment in which the
Company will operate in the future.
These forward-looking statements speak only as of the Last Practicable Date. The Company
expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any
forward-looking statements contained herein to reflect any change in the Company’s expectations
with regard thereto, any new information or any change in events, conditions or circumstances on
which any such statements are based, unless required to do so by law, the AIM Rules for
Companies or any appropriate regulatory authority.
Market and financial information
The data, statistics and information and other statements in this document regarding the markets in
which the Company operates, or the Company’s position therein, are based on the Company’s
records or are taken or derived from statistical data and information derived from the sources
described in this document.
In relation to these sources, such information has been accurately reproduced from the published
information, and, so far as the Directors are aware and are able to ascertain from the information
provided by the suppliers of these sources, no facts have been omitted which would render the
reproduced information inaccurate or misleading.
Unless otherwise indicated, audited historical financial information for the three years ended
27 February 2016 and the notes to that financial information have been prepared in accordance
with International Financial Reporting Standards. The accounting reference date of the Company is
28 February. However (as permitted by the Act) the Group prepares its consolidated audited
financial statements as at and for the period ending on the last Saturday in February each year to
take account of the weekly processes within its business.
As a result, the Group’s financial years are comprised of 52-week or 53-week periods.
Accordingly, all references in this document to:
* the financial year ended on 22 February 2014 are to the 52 weeks ended 22 February
2014;
* the financial year ended 28 February 2015 are to the 53 weeks ended 28 February 2015;
and
* the financial year ended 27 February 2016 are to the 52 weeks ended 27 February 2016.
Various figures and percentages in tables in this document and certain financial data in this
document have been rounded. As a result of this rounding, the totals of data presented in this
document may vary slightly from the actual arithmetical totals of such data.
In this document, references to ‘‘pounds sterling’’, ‘‘£’’, ‘‘pence’’ and ‘‘p’’ are to the lawful currency
of the United Kingdom.
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CONTENTS
Page
EXPECTED TIMETABLE OF PRINCIPAL EVENTS 5
PLACING STATISTICS 5
DIRECTORS, SECRETARY AND ADVISERS 6
DEFINITIONS AND TERMS 8
PART1 INFORMATION ON THE COMPANY 10
PART2 RISK FACTORS 34
PART3 FINANCIAL INFORMATION ON THE GROUP 48
PART4 SUMMARY OF THE REGULATORY ENVIRONMENT 83
PART5 SUMMARY OF UNITED KINGDOM TAXATION 87
PART6 ADDITIONAL INFORMATION 90
PART7 TERMS AND CONDITIONS OF THE PLACING 119
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EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Publication of this document 29 April 2016
Admission and commencement of dealings in the Ordinary Shares on AIM 5 May 2016
Delivery of Ordinary Shares in CREST accounts 5 May 2016
Despatch of definitive share certificates (where applicable) By19May2016
Each of the times and dates in the above timetable is subject to change without further notice.
References to all times are to London time.
PLACING STATISTICS
Placing Price 108 pence
Number of Existing Ordinary Shares 129,500,000
Number of Existing Ordinary Shares to be sold pursuant to the Placing 63,455,000
Market Capitalisation of the Company on Admission at the Placing Price £139,860,000
Gross funds raised pursuant to the Placing £68,531,400
Percentage of the Share Capital represented by the Placing Shares 49.0
ISIN GB00BZ6C4F71
SEDOL BZ6C4F7
TIDM MCL
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DIRECTORS, SECRETARY AND ADVISERS
Directors: Stephen Ashley Karle Independent Non-Executive Chairman
Paul Mark Smith Chief Executive Officer
Thomas Andrew (Andy) Thomson Chief Financial Officer
Joanne Carolyn Lake Independent Non-Executive Director
Sir Nigel Knowles Independent Non-Executive Director
Patrick Desmond Storey Independent Non-Executive Director
Peter Martin Ward Non-Executive Director
Company Secretary: Martin Webster
Registered Office: Kingston House
Centre 27 Business Park
Woodhead Road
Birstall
Batley
West Yorkshire
WF17 9TD
Nominated Adviser Numis Securities Limited
and Joint 10 Paternoster Square
Bookrunner: London
EC4M 7LT
Joint Bookrunner: Panmure Gordon (UK) Limited
One New Change
London
EC4M 9AF
Financial Adviser to Deloitte Corporate Finance
the Company: Deloitte LLP
2 New Street Square
London
EC4A 3BZ
Legal Adviser to the Dentons UKMEA LLP
Company: One Fleet Place
London
EC4M 7WS
Legal Adviser to the Eversheds LLP
Nominated Adviser 1 Wood Street
and Joint London
Bookrunners: EC2V 7WS
Auditor: Deloitte LLP
Four Brindley Place
Birmingham
B1 2HZ
Reporting Deloitte LLP
Accountant: Saltire Court
20 Castle Terrace
Edinburgh
EH1 2DB
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Public Relations CNC–Communications&Network
Adviser: Consulting AG
55 Whitfield Street
London
W1T 4AH
Registrar: Capita Registrars Limited
The Registry
34 Beckenham Road
Beckenham
Kent
BR3 4TU
Company website: www.morsesclub.com
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DEFINITIONS AND TERMS
In this Admission Document, where the context permits, the expressions set out below shall bear
the following meanings:
‘‘Act’’ the Companies Act 2006, as amended;
‘‘Admission’’ theadmissionoftheentireissuedandtobeissuedordinaryshare
capital of the Company to trading on AIM becoming effective in
accordance with Rule 6 of the AIM Rules;
‘‘Admission Document’’ this document;
‘‘AIM’’ the AIM Market operated by London Stock Exchange;
‘‘AIM Rules for Companies’’ the AIM Rules for Companies published by London Stock
Exchange, as amended from time to time;
‘‘AIM Rules for Nominated the AIM Rules for Nominated Advisers published by London
Advisers’’ Stock Exchange, as amended from time to time;
‘‘Articles of Association’’ or the articles of association of the Company adopted on 26 April
‘‘Articles’’ 2016;
‘‘Board’’ or ‘‘Directors’’ the directors of the Company whose names are listed on page 6
of this Admission Document;
‘‘CCA’’ Consumer Credit Association;
‘‘City Code’’ the City Code on Takeovers and Mergers;
‘‘Company’’ Morses Club PLC
‘‘certificated’’ or ‘‘in certificated a share or other security which is not in un-certificated form (i.e.
form’’ not in CREST);
‘‘CREST’’ the relevant system (as defined in the CREST Regulations) in
respect of which Euroclear UK & Ireland Limited is the operator
(as defined in the CREST Regulations), which facilitates the
transfer of title to shares without a written instrument;
‘‘CREST Regulations’’ the Uncertificated Securities Regulations 2001 (SI 2001
No.3755);
‘‘DSP’’ the Company’s 2016 Deferred Share Plan;
‘‘Existing Ordinary Shares’’ the Ordinary Shares in issue as at the date of this Admission
Document (which include the Placing Shares);
‘‘Facility Agreement’’ thefacilityagreementbetween,amongstothers,theCompanyas
borrower and Shawbrook Bank Limited as agent originally dated
10 March 2014 (as amended and restated from time to time), as
described in paragraph 14.5 of Part 6 of this Admission
Document;
‘‘FCA’’ Financial Conduct Authority;
‘‘FSMA’’ the Financial Services and Markets Act 2000;
‘‘Group’’ the Company and SFS;
‘‘HCSTC’’ High-Cost Short-Term Credit;
‘‘Issued Share Capital’’ theentireissuedOrdinarySharecapitaloftheCompanyfollowing
Admission, including the Placing Shares;
‘‘Last Practicable Date’’ 28April2016beingthelastpracticabledatebeforepublicationof
this Admission Document;
‘‘LIBOR’’ the London Interbank Offered Rate;
‘‘Numis’’ Numis Securities Limited;
‘‘OFT’’ Office of Fair Trading;
‘‘Ordinary Shares’’ ordinary shares of £0.01 each (being par value) in the share
capital of the Company;
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‘‘Panmure Gordon’’ Panmure Gordon (UK) Limited
‘‘Placing’’ the conditional placing of thePlacingShares atthe Placing Price
pursuant to the Placing Agreement;
‘‘Placing Agreement’’ the conditional agreement dated 29 April 2016 between the
Directors, the Company, the Selling Shareholder, Numis and
Panmure Gordon relating to the Placing, as described in
paragraph 14.1 of Part 6 of this Admission Document;
‘‘Placing Price’’ 108 pence per Placing Share;
‘‘Placing Shares’’ the 63,455,000 existing Ordinary Shares to be transferred by the
Selling Shareholder pursuant to the Placing, such transfer being
conditional on Admission;
‘‘Relationship Deed’’ the agreement dated 29 April 2016 between the Company, the
SellingShareholder,FCAPFourLimitedandJamieConstableas
described in paragraph 14.4 of Part 6 of this Admission
Document;
‘‘Selling Shareholder’’ Perpignon Limited;
‘‘Shareholder’’ a holder of Ordinary Shares;
‘‘SFS’’ Shopacheck Financial Services Limited;
‘‘subsidiary’’ or ‘‘subsidiary have the meanings given to them by the Act;
undertaking’’
‘‘Taxes Act’’ the Income and Corporation Taxes Act 1988, as amended;
‘‘UK HCC’’ home collected credit in the United Kingdom;
‘‘UK’’ or ‘‘United Kingdom’’ the United Kingdom of Great Britain & Northern Ireland;
‘‘UK Listing Authority’’ the FCA acting in its capacity as the competent authority for the
purposes of Part VI of FSMA;
‘‘United States’’ or ‘‘US’’ theUnitedStatesofAmerica,itsterritories andpossessions,any
stateoftheUnitedStatesofAmericaandtheDistrictofColumbia
and all other areas subject to its jurisdiction; and
‘‘Voting Rights’’ the voting rights attached to the Ordinary Shares.
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