Unbound Group PLC (AIM:UBG) Statement re possible offer

In early trading, the online fashion retailer that caters to customers over the age of 55 saw its value double after revealing that it is contemplating a bid approach that would value the business at £6.8 million.

WoolOvers Group has made an offer of 10.25p per share, which is a 162.5% premium on Monday’s closing price and still 28% higher than the current price of 8p.

The Board of Unbound announces that it is in discussions with WoolOvers Group Limited (“WoolOvers Group”) in relation to a possible cash offer for the entire issued and to be issued share capital of Unbound (the “Possible Offer”).

Under the terms of the Possible Offer, Unbound shareholders would receive:

10.5 pence in cash and 1 contingent value right per Unbound share

The terms of the cash consideration of the Possible Offer represents a premium of approximately 162.5% to the Unbound closing share price on 27 March 2023 (being the last business day prior to this announcement).

The contingent value right (the “CVR”) would give Unbound shareholders the right to receive any net proceeds if Unbound’s ongoing business interruption insurance claim relating to the Covid-19 pandemic lockdowns is successful, taking into account the administrative costs relating to the CVR itself and of returning the proceeds to Unbound shareholders.

The Board of Unbound has indicated that it would be minded to recommend an offer by WoolOvers Group in the event that WoolOvers Group announces a firm intention to make an offer for Unbound in accordance with Rule 2.7 of the Code and on the terms set out above.

For the purposes of Rule 2.5(a) of the Code, WoolOvers Group reserves the right to vary the form and/or mix of the consideration for the Possible Offer at its discretion and on potentially less favourable terms than those set out in this announcement at any time (a) with the consent or recommendation of the Unbound Board, (b) if a third party announces (after the date of this announcement) a firm intention to make an offer for Unbound or a possible offer on less favourable terms than those set out in this announcement, (c) following the announcement by Unbound of a proposed Rule 9 waiver under the Code, or (d) through a reduction in the proposed price by the amount of any dividend, return of value or other distribution which is announced, declared, made or paid by Unbound after the date of this announcement.

The Possible Offer remains subject to customary pre-conditions in respect of diligence access and other matters. Even in the event that these pre-conditions are satisfied or waived, there can be no certainty that any firm offer will be made. Accordingly, it is emphasised that there can be no certainty that any offer will ultimately be made for the Company.

In accordance with Rule 2.6(a) of the Code, by not later than 5.00 pm on 25 April 2023, WoolOvers Group must either announce a firm intention to make an offer for Unbound in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer for Unbound, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline will only be extended with the consent of the Takeover Panel in accordance with Rule 2.6(c) of the Code.

This announcement is made with the agreement of WoolOvers Group. A further announcement will be made as appropriate.


Unbound Group plc

Ian Watson, CEO

Gavin Manson, CFO

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