Pricing of Initial Public Offering

 

Pricing of Initial Public Offering

RNS Number

UP Global Sourcing Holdings plc

1 March 2017

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, NEW ZEALAND, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

This announcement is an advertisement for the purposes of the Prospectus Rules of the Financial Conduct Authority (the "FCA") and not a prospectus and investors should not purchase any shares referred to in this announcement except on the basis of information in the prospectus (the "Prospectus") to be published today by UP Global Sourcing Holdings plc (the "Company" and, together with its subsidiaries and subsidiary undertakings, the "Group") in connection with the proposed admission of the ordinary shares in the capital of the Company to the premium listing segment of the Official List of the FCA and to trading on London Stock Exchange plc's main market for listed securities (together, "Admission"). Copies of the Prospectus will, following publication, be available for inspection at the Company's registered office at Manor Mill, Victoria Street, Chadderton, Oldham, Greater Manchester OL90DD, and will be available for inspection on the website of the Company at www.upgs.com, subject to applicable securities laws.

For immediate release

UP Global Sourcing Holdings plc

Initial Public Offering - announcement of Offer Price

UP Global Sourcing Holdings plc (the "Company" or "Ultimate Products"), the innovative consumer goods group, today announces the successful pricing of its initial public offering (the "Offer") of ordinary shares of 0.25p each ("Ordinary Shares"), (the "Offer Shares") at 128 pence per Offer Share (the "Offer Price"). Shore Capital is acting as Sponsor, Global Co-ordinator and Bookrunner.

 

The Company has applied for the admission of its entire issued share capital of 82,169,600 Ordinary Shares to the premium listing segment of the Official List of the FCA and to trading on the main market for listed securities of the London Stock Exchange (together "Admission"). It is expected that Admission will occur on 6 March 2017.

Conditional dealings in the Ordinary Shares will commence at 8:00 a.m. on 1 March 2017 under the ticker UPGS.

Offer Highlights

 

·	The Offer Price has been set at 128 pence per Offer Share, which will equate to a market capitalisation of approximately £105.2 million at the Offer Price.
·	The Offer comprises 41,084,800 Offer Shares, representing 50.0% of the Company's issued share capital on Admission.
·	The Offer is expected to raise gross proceeds of £52.6 million for the Selling Shareholders. The Company will not receive any proceeds from the Offer.
·	Company Chief Executive Officer and co-founder Simon Showman, Managing Director Andrew Gossage and co-founder and non-executive Director Barry Franks (together, the "Concert Party"), who together will hold 44.85% of the Ordinary Shares at Admission, have committed to lock up arrangements for a period of 12 months and orderly market arrangements for a further 12 months, in each case subject to customary exceptions.
·	The Selling Shareholders (excluding the Concert Party), who together will hold 5.15% of the Ordinary Shares at Admission, have committed to lock up arrangements for a period of 36 months in respect of all the Ordinary Shares held by them and lock up arrangements for a further 12 months thereafter in respect of 50% of the Ordinary Shares held by them at Admission, subject to the same exceptions.
·	Shore Capital is acting as Sponsor, Global Co-ordinator and Bookrunner to the Company, and Cenkos is acting as Joint Bookrunner to the Company.
·	Subject to satisfying the necessary criteria, it is expected that the Company will be eligible for inclusion in the FTSE UK Index Series.

 

Full details of the Offer will be included in the Prospectus, which is expected to be published later today and be available on the Company's website, www.upgs.com (subject to certain access restrictions), shortly thereafter. Capitalised terms used in the Prospectus shall, unless the context provides otherwise, have the same meaning in this announcement.

Simon Showman, Chief Executive Officer of Ultimate Products, said:

"We are delighted to be welcoming new shareholders to the register as we take the business forward with this important step in Ultimate Products' story.

"Ultimate Products is a fast growing business focused on selling consumer goods for the home under well-known brands to over 300 retailers across 38 countries. Our branded, mass-market strategy has consistently delivered significant organic revenue and profit growth, and we are well positioned for further growth as we leverage our strengths to take advantage of the substantial structural changes that continue to impact the retail market.

"We have been very pleased by the strong interest in our IPO that investors have shown, and we look forward to the benefits the flotation will create for our company, our people and our customers in the months and years ahead."

Enquiries

UP Global Sourcing Holdings plc Simon Showman, CEO Andrew Gossage, Managing Director Graham Screawn, Chief Financial Officer	via Bell Pottinger
Shore Capital Mark Percy                                                                         Edward Mansfield	+44 (0) 20 7408 4090
Cenkos Elizabeth Bowman	+44 (0) 20 7397 8900
Bell Pottinger (Financial PR) Clinton Manning Sam Cartwright Anna Legge	+44 (0) 20 3772 2500

 

Expected timetable

Event	Time and date123
Commencement of conditional dealings in the Ordinary Shares on the London Stock Exchange	8.00 a.m. on 1 March 2017
Date of publication of the Prospectus	1 March 2017
Admission and commencement of unconditional dealings in the Ordinary Shares on the London Stock Exchange	8.00 a.m. on 6 March 2017
CREST accounts credited in respect of uncertificated Ordinary Shares1	6 March 2017
Share certificates in respect of certificated Ordinary Shares despatched	16 March 2017

 

1.	Or as soon as practicable thereafter. No temporary documents of title will be issued.
2.	Times and dates set out in the timetable above and mentioned throughout this announcement that fall after the date of publication of this announcement are indicative only and may be subject to change without further notice. If any of the above times and/or dates change, the revised times and/or dates will be notified by an announcement through a Regulatory Information Service
3.	All references to time in this timetable are to UK time.

 

Notes to Editors:

Overview of the Company's business

Ultimate Products is a fast growing owner, licencee, designer, developer and manager of a series of well-known brands focused on the home, selling to over 300 retailers across 38 countries. It develops, designs, sources and distributes a wide range of consumer products, focused on six product categories being:

 

·	Small Domestic Appliances ("SDA");
·	Housewares;
·	Audio;
·	Laundry;
·	Heating & Cooling; and
·	Luggage.

 

The Group has a broad portfolio of products sold under well-known proprietary brands coupled with two major premier brands under licence.

The Group's brand portfolio

The Group's brand portfolio has been carefully assembled through opportunistic acquisitions coupled with entry into two long term licence agreements in relation to two of the Group's Premier Brands. The Company seeks to identify and acquire brands where it believes the core skills of the Group can be utilised to revitalise them so that they appeal to the Group's customer base. The Group divides its sales into three brand categories: Premier Brands, Key Brands and Other Brands/Own Label across the six product categories. The Groups' Premier Brands are:

 

·	Beldray (owned): a British heritage brand established in 1872 as the UK's first manufacturer of steel ironing boards, specialising in laundry, floor care, heating and cooling.
·	intempo (owned): a value-focused and innovative audio brand targeted at teenagers with a passion for music.
·	Salter (under licence): a British heritage kitchenware brand dating back to the 1760s, for which Ultimate Products has had licence for electrical and cookware lines since 2011.
·	Russell Hobbs (under licence): a British heritage kitchenware brand, for which Ultimate Products has had the licence for cookware lines since 2011.
·	Constellation (owned): a British heritage luggage brand dating back to the 1960s which combines practical function, style and flair.
·	Progress (owned): a Lancastrian heritage cookware and bakeware brand founded in 1931, which was acquired in 2015 by the Group and re-launched in 2016.

 

The Group's Key Brands include American Originals, George Wilkinson, Giles & Posner, Inspire, Portobello, Prolectrix and ZFrame.

The Directors believe that one of the Group's key differentiators is its mass-market, value-led brand proposition. This proposition is enhanced by the Group's speed and flexibility in developing new products within these brands as a result of its heritage as a sourcing business and investment in its in-house design team. The Group's key capabilities to service its customers include:

·	Product development - An in-house development team of 44 enabling the Group to bring approximately 1,000 new SKUs to the market in FY 2016 with a total SKU count in FY 2016 of approximately 2,500.
·	Extensive sourcing reach - The Group has an experienced buying team, based in Oldham (Greater Manchester) and Guangzhou (China), with access to 231 suppliers in China and a further 44 in other territories.
·	Design - An in-house design team of 23 covering branding, product design, surface pattern, packaging and video content.
·	Ethical and social compliance - The Group is a member of SEDEX and audits key suppliers to the ETI Code of Conduct.
·	On time delivery - The Group has achieved over 98 per cent on time delivery since 2013.
·	Quality assurance - An in-house team of 29 based in China and the UK.
·	Systems and IT - A well invested IT infrastructure with bespoke buying and merchandising applications.

 

The Group's products are sold to a broad cross-section of both large national and international multi-channel retailers as well as smaller national retail chains, many of whom with which the Group have long standing relationships, incorporating discount retailers, supermarkets, general retailers and online retailers. The Group's customers include Action, Aldi, Amazon, Argos, Asda, B&M, Matalan, Morrisons, Robert Dyas, Sainsbury's, Tesco and The Range.

Group highlights

The Directors believe that Ultimate Products has the following key strengths:

The Company has a strong track record of organic growth and financial performance

 

·	Ultimate Products has a consistent track record of growth with revenue and underlying EBITDA increasing at a compound annual growth rate ("CAGR") of 22.3 per cent and 103.0 per cent respectively from the 12 months to 31 July 2014 to the 12 months to 31 July 2016. This strong track record has continued in Q1 2017 with revenue having increased by 48.7 per cent and Underlying EBITDA having increased by 58.2 per cent compared to Q1 2016.
·	This growth in revenues, underlying EBITDA and profits has been achieved through organic means; driven by the Group's brand strategy, with a focus on a mass market value-led proposition. This strategy has enabled the Group to substantially increase its penetration into the discount retailers both in the UK and continental Europe. As such, the Group has benefited from its customers' own store roll-out programmes. In addition, the Group's sales growth within this market segment has accelerated through the Group providing customers with a broader product offering within each product category and offering those customers additional brands or product categories thereby increasing the total number of SKUs stocked by that customer over time. The LFL growth within stores coupled with the customers' own store roll-out programmes has accelerated revenue growth for the Group.
·	The two other key areas of growth for the Group are UK supermarkets and online (principally Amazon), where the Group is beginning to see a similar acceleration in sales.
·	The Group's Underlying EBITDA margins have continued to improve between the 12 months to 31 July 2014 and the 12 months to 31 July 2016. This improvement has been possible due to the Group's brand strategy where customers have made larger and repeat orders, increasing volume as well as enabling operational efficiencies derived from greater scale.

 

Ownership of brands, coupled with long term agreements on the licenced brands Salter and Russell Hobbs, creates a strong platform for future market penetration

·

The Group has focused on developing a portfolio of brands across six product categories within the consumer sector: SDA, Housewares, Audio, Laundry, Heating & Cooling and Luggage. From the 12 months to 31 July 2014 to the 12 months to 31 July 2016 the Group's Premier Brands showed strong revenue growth and achieved a CAGR of 49 per cent, generating revenues of £46.1 million in the 12 months to 31 July 2016.

·

The breadth of the Group's offering, combined with the control provided by proprietary ownership and/or the security from long-term licence agreements, has enabled the Group to develop a strong, branded offering to its customers through continued product development and innovation.

 

Continuous and innovative new product developments and range enhancements to market

 

·

One of the Group's key differentiators is its speed of product development and innovation to keep pace with consumer trends. As a result of the Group's heritage as a sourcing business, the Group has an extensive, in-house product development and design capability. The Group has maintained a focus on new product innovation and speed to market with new products typically brought to market within 180 days from inception.

·

The Group employs 44 people in its buying team who brought over 1,000 new SKUs to market in the 12 months to 31 July 2016. In total, the Group had approximately 2,500 SKUs in FY 2016 and the Board anticipates the Group will refresh or replace around one third of these SKUs per annum. The buying team are supported by a design team of 23 who are responsible for the branding, product design, packaging and video content.

 

Efficient operating model centred on sourcing low-cost manufacturing, strong quality assurance practices and excellent customer service

·	The Group has relationships with 231 suppliers based in China and a further 44 suppliers based in other territories that provide a low cost and flexible manufacturing source to the Group. No one supplier represents more than five per cent of the Group's purchasing (for the 12 months to 31 July 2016) and, where possible, the Group seeks to enter into exclusivity arrangements with each supplier.
·	The Directors place a high importance on quality assurance with an in-house team of 29 undertaking quality assurance inspections of suppliers' manufacturing facilities and products. In addition, the Group is a member of SEDEX and audit their key suppliers to the ETI Code of Conduct.
·	The Group has invested in its IT infrastructure, creating its own bespoke applications for buying and merchandising alongside systems to support tracking of stock and delivery. This has enabled the Group to achieve over 98 per cent on-time delivery since 2013, which the Directors believe is a key element for customer satisfaction and retention.

 

Well invested IT and warehousing facilities providing excess capacity to support continued rapid growth

 

·

The Group has invested in its IT systems and warehousing capacity. In April 2016 the Group entered into a seven-year lease for Heron Mill providing an additional 240,000 sq. ft. warehousing facility. The Directors believe the Group's warehousing facilities will support revenues up to £135 million per annum.

·

IT plays an important part in the Group's ability to source, manage logistics and provide customers with accurate and timely information. To that end, the Group has invested in its IT infrastructure, in particular, in two bespoke software applications: Capture (an iPad application tool used by the Group's buying and sourcing teams) and Critical Path (an order management system used across the Group).

 

Strong relationships with a well-diversified, blue-chip customer base

·

Ultimate Products has a diversified customer base, many of whom the Group has a long standing relationship with. Customers include a number of large national and international blue-chip retailers with ten of the Group's 15 largest customers being retailers with whom the Group has had a trading relationship for over ten years. Major customers include Action, Aldi, Amazon, Argos, Asda, B&M, Matalan, Morrisons, Robert Dyas, Sainsbury's, Tesco and The Range.

 

Experienced and high quality management team

·

The Group has an experienced management team led by Chief Executive Officer Simon Showman, who founded the Group in 1997, alongside Managing Director Andrew Gossage, who has been with the business since 2005. The management team has overseen the Group's development and growth, including the adoption and implementation of the Group's branded strategy. The Board will retain a significant equity interest following Admission and will have incentive arrangements in-place based on ambitious growth targets.

 

History and development of the Company

The Group was founded in Greater Manchester in 1997 by Chief Executive Officer Simon Showman and Barry Franks (Non-Executive Director) as a close-out business (the disposal of inventory acquired from third parties) before moving to a sourcing business, helping its customers source competitively priced own-brand goods from overseas (mainly China). At that time, Ultimate Products would develop products, manage the supply chain and ensure quality control of the products sourced for its customers.

In 2005, Lloyds Development Capital ("LDC") acquired a 46.96 per cent interest in the Company. With the assistance of LDC, the Company acquired a number of consumer brands and opened a permanent office in China. After the global financial crisis in 2008 and associated downturn within the consumer market, in 2013, the Executive Directors elected to adopt a new business strategy focused on the sale of branded goods, leveraging off the brands the Company had acquired, or for which it had entered into licence agreements, over the previous few years. Following the adoption of the new business strategy and change of business model, Simon Showman and Barry Franks, alongside Andrew Gossage, the Group's Managing Director, acquired LDC's interest in the Company in June 2014.

Strategy

The Group's strategy for growth is as follows:

Brand led strategy

The overarching strategy of the Group since 2013 has been to develop its portfolio of brands focused on the mass market, value-led, consumer goods for the home. Execution of this strategy has enabled Ultimate Products to increase materially both the size of orders, and the level of repeat orders, with its customer base.

With an increase in the level of predictable, repeat orders, Ultimate Products has been able to negotiate lower prices from its manufacturing suppliers, extend supplier credit terms and lower levels of supplier deposits which, with operational efficiencies inherent in higher volumes, has benefited the Group's overall profitability.

Benefit from store expansion and increased listings with existing discount retailer customers.

The Group's branded, mass-market and value-led proposition appeals to discounter retailers. The Group has established relationships with a number of these retailers which account for five of the Group's top 10 customers for the 12 months to 31 July 2016. Discount retailers are currently the fastest growing segment in the UK, Ireland and continental European retail markets. The Group intends to increase its LFL sales to discount retailers through increasing its product listings and additionally benefiting from the continued store roll-out of those discount retailers.

Increase penetration of UK supermarkets

Whilst the Group supplies Aldi, Asda, Iceland, Lidl, Morrisons, Sainsbury's, Tesco and Waitrose, its market penetration of supermarket groups in the UK is currently low. As mass-market retailers, the Executive Directors believe that these customers should be attracted to the Group's mass-market, branded and value-led offering. This belief is supported by the Group's LFL sales and order book with the Big 4 supermarkets up by 139 per cent as at the end of Q1 2017 against Q1 2016.

Grow online sales

The Directors believe that online represents a significant market opportunity for the Group as online sales in the UK now account for over 20 per cent of non-food retail. Online sales represented only 4 per cent of the Group's revenue for the 12 months to 31 July 2016. The Board believes that as a result of the Group's brand led strategy, with core product lines being kept in stock, there is a significant opportunity to increase the Group's contribution of online sales through platforms such as Amazon; both direct to Amazon and as retailer through their marketplace proposition. The Directors intend over the medium term to grow online sales with an ambition that they come to represent 20 per cent of Group revenue - in line with the overall UK online market for non-food retail.

Further opportunistic acquisitions

The Board has a track record of making opportunistic acquisitions of brands, often from distressed sellers, and successfully re-launching them. The Directors expect that over time further brand acquisitions will present themselves, as has been the case in the past, and that the Company is well placed to continue to take advantage of these opportunities.

International expansion

The Group already sells into retailers based in 38 countries with international sales representing 26 per cent of revenues in the 12 months to 31 July 2016. The Directors believe there is the opportunity to leverage off the proprietary, predominantly British heritage, brands owned by the Group to expand international sales in territories such as USA, India, China and Australia. The channels for this expansion would be selling to international retailers on a FOB basis (where the buyer pays the transportation costs) and rolling out across Amazon's various international platforms.

Financial track record

The Group has a consistent track record of delivering significant organic growth in revenue and profits, driven by the Group's brand-led strategy. From the 12 months to 31 July 2014 to the 12 months to 31 July 2016, revenue increased at a CAGR of 22.3 per cent to £79.0 million and Underlying EBITDA at a CAGR of 103.0 per cent to £8.2 million. This strong rate of growth continued in Q1 2017 with the Group generating revenues of £33.0 million and Underlying EBITDA of £4.4 million, equating to revenue growth of 48.7 per cent and Underlying EBITDA growth of 58.2 per cent compared to Q1 2016.

Current trading and prospects

The Group has continued to trade strongly since 31 October 2016 with the Group generating revenues of £57.9 million for the five months to 31 December 2016, up from £35.6 million for the comparable period last year, an increase of 62.9 per cent.

EBITDA for the five months to 31 December 2016 increased by 71.9 per cent against the comparable period last year. Underlying EBITDA for the five months to 31 December 2016 increased by 77.7 per cent.

The Group continues to execute on its strategy, with continued strong revenue generation in January 2017 of £10.2 million (January 2016: £6.4 million). This is further underpinned by an order book for FY 2017 as at 31 January 2017 of £27.7 million (£19.9 million on 31 January 2016) providing excellent visibility for the rest of the financial year. The Board remains confident about the future prospects of the Group.

Dividend policy

The Board intends to adopt a progressive dividend policy for the Company from Admission whilst maintaining the appropriate dividend cover. This policy is intended to allow the Group to  retain sufficient capital to meet both the working capital needs of the business and to fund the planned continued expansion of the Group in line with its growth strategy. The Board's current intention is to target an initial payout ratio of 50 per cent of the Company's adjusted profit after tax. Assuming there are sufficient distributable reserves available at the time, the Directors intend that the Company will pay an interim dividend and a final dividend in respect of each financial year in the approximate proportions of one-third and two-thirds, respectively, of the total annual dividend.

The current intention of the Board is that the first dividend to be paid by the Company will be the interim dividend in respect of the six months ending 31 January 2017, payable in H2 2017.

Board of Directors

At Admission, the Board will be comprised of the following:

James McCarthy, Non-Executive Chairman

James has more than 40 years' experience in the fast-moving retail industry and was previously Chief Executive of Poundland Group Plc ("Poundland"), a single price retailer, stepping down in July 2016 having joined in August 2006. During his tenure, Poundland's sales grew from £300 million to £1.3 billion a year and the number of stores increased from 146 to over 900. The business was floated on the London Stock Exchange in March 2014 and acquired by Steinhoff International in September 2016.

Prior to joining Poundland, James was managing director of Convenience, J Sainsbury plc and was a member of the operating, retail and investment boards. His experience includes 8 years as chief executive of T&S Stores plc (operated over 1000 stores and sold to Tesco plc in 2003), managing director of Neighbourhood Retailing (part of Next plc) and managing director of Birmingham Post & Mail Limited's retail estate. James is also non-executive chairman at Wynnstay Group plc.

Simon Showman, Chief Executive Officer

Simon began his career working for an auctioneer before founding Ultimate Products in 1997, initially as a clearance business buying discontinued and excess stock securing investment from Barry Franks who became the majority shareholder. In the early 2000s, Simon began to source regular product from countries such as Portugal, Vietnam and, in time, from China. The Company at this point had evolved from a clearance business to a full service sourcing and importing operation. In 2005, this led to an investment into the business by LDC and, at this point, Simon became Chief Executive and the largest management shareholder.

In 2014, Simon changed the focus of the business away from own label/unbranded product to focus on its key brands and, at the same time, he led the buyout of LDC's shareholding with a mix of personal money and support from HSBC. Simon is directly responsible for the key trading functions of sales and buying as well as continuing to be the driving force behind the on-going development of the Group.

Andrew Gossage, Managing Director

Andrew is a chartered accountant and started his career with Arthur Andersen where he worked in audit and transaction support roles. In 1998 he transferred into industry as Finance Director & General Manager of Mersey Television, an independent television producer of continuing drama including Hollyoaks, Brookside and Grange Hill. He was a key member of the management team of Mersey Television which was backed by private equity investment from LDC in 2002 and then led the sale of the business to All3Media in 2005. Andrew joined Ultimate Products in 2005, initially as Finance Director, and was part of the management buyout team that year. In 2007 he was promoted to Chief Operating Officer and in 2014, together with Simon Showman, led the buyout of LDC with a mix of personal money and support from HSBC. At this point, Andrew was promoted to Managing Director. Andrew is responsible for the strategic direction of the Group and non-trading functions including finance, supply chain, human resources, IT and legal.

Graham Screawn, Chief Financial Officer

Graham is a chartered accountant and member of the Chartered Institute of Taxation. He started his career with KPMG where he worked in audit and latterly tax advisory roles. In 1995, he made his first move into industry with Hilti, the specialist power tools company, in various finance and business analysis roles before being promoted to Finance Director in 2006. He was also trustee of the Hilti defined benefit pension scheme. Graham joined Ultimate Products in 2010 as Finance Director with responsibility for the finance function and all external finance relationships. In 2013 and 2016, Graham led the successful renewal of the Group's bank facilities with HSBC.

Robbie Bell, Independent Non-Executive Director

Robbie has, since 2009, been the Chief Financial Officer of Screwfix Direct Limited; overseeing strong business growth, of more than £0.5 billion to over £1 billion, driven by thirteen consecutive quarters of double-digit LFL growth and a strong development program opening more than one store per week, the expansion into Germany of the multi-channel business which now has 477 sites in the UK (as at 31 July 2016). Screwfix is a subsidiary of Kingfisher Plc, a FTSE 100 constituent.

Robbie was previously the UK Finance Director of Travelodge between 2006 and 2008 with involvement in a number of Private Equity transactions. Robbie has a broad range of retail exposure having started his career at Whitbread Plc, with experience of a number of their formats / brands; before moving to Tesco Plc where he completed the acquisition and integration of a London based convenience retailer.

Alan Rigby, Senior Independent Non-Executive Director

Alan has spent the majority of his working career at HSBC Plc, joining in 1975 and gaining broad experience through a range of management positions including credit and risk, retail, commercial, large corporate and global banking markets. Prior to his retirement from HSBC, he was head of corporate banking in Manchester between 2004 and 2014. Since 2014, Alan has provided independent consultancy services to private companies on strategy, corporate transactions and re-financings.

Barry Franks, Non-Executive Director

Barry Franks has 50 years' experience in the retail and wholesale trade. In the 1970s and 1980s, he was Managing Director of Parker & Franks, a North West based retailer and wholesaler with 35 stores and 500 employees at its peak. In 1990, Barry left Parker & Franks and founded Barimar, a clothing importer and supplier to UK and European retail. During the period Barry built up substantial experience in discount retailing and sourcing from China and South Asia. In 1997, Barry invested in Ultimate Products alongside Simon Showman, becoming the majority shareholder. This subsequently led to an investment into the business by LDC, in 2005, and at this point Barry became a non-executive Director. In 2014, Barry invested alongside Simon Showman and Andrew Gossage in the buyout of LDC's shareholding.

 

Important notices

Neither this announcement nor any copy of it may be taken or transmitted, published or distributed, directly or indirectly, in, into or from the United States of America (including its territories and possessions, any state of the United States and the District of Columbia (the "United States" or the "US")), Canada, Australia, the Republic of South Africa, New Zealand, Japan or to any persons in any of those jurisdictions or any other jurisdiction where to do so would constitute a violation of the relevant securities laws of such jurisdiction (each a "Restricted Jurisdiction").  Any failure to comply with this restriction may constitute a violation of United States, Canadian, South African, New Zealand or Japanese securities laws.

This announcement does not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any shares or other securities in any Restricted Jurisdiction.  The Offer and the distribution of this announcement and other information in connection with the Offer and Admission in certain jurisdictions may be restricted by law and persons into whose possession this announcement, any document or other information referred to herein comes should inform themselves about and observe any such restrictions.  Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.  Neither this announcement nor any part of it nor the fact of its distribution shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.

This announcement is directed only at persons whose ordinary activities involve them in acquiring, holding, managing and disposing of investments (as principal or agent) for the purposes of their business and who have professional experience in matters relating to investments and are: (i) if in a member state of the European Economic Area, qualified investors within the meaning of article 2(1)(e) of the Prospectus Directive ("Qualified Investors"); or (ii) if in the United Kingdom, Qualified Investors and fall within: (a) article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); or (b) article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Order (all such persons together being referred to as "Relevant Persons").  The term "Prospectus Directive" means Directive 2003/71/EC as amended and includes any relevant implementing measures in each member state of the European Economic Area.

This announcement must not be acted on or relied on by persons who are not Relevant Persons.  Persons distributing this announcement must satisfy themselves that it is lawful to do so.  Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.  This announcement does not itself constitute an offer for sale or subscription of any securities in the Company.

The Ordinary Shares referred to in this Announcement have not been and will not be registered under the United States Securities Act of 1933, as amended (the "US Securities Act") or under the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or transferred within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act.  The Ordinary Shares have not been and will not be approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Offer or the accuracy or adequacy of this announcement.  Any representation to the contrary is a criminal offence in the United States.

In connection with the Offer, the Banks and any of their respective affiliates, acting as investors for their own accounts, may purchase Ordinary Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Ordinary Shares and other securities of the Company or related investments in connection with the Offer or otherwise.  Accordingly, references in the Prospectus to the Ordinary Shares being offered, acquired, placed or otherwise dealt in should be read as including any offer to, or acquisition, placing or dealing by the Banks and any of their respective affiliates acting as investors for their own accounts.  In addition, the Banks or their respective affiliates may enter into financing arrangements and swaps in connection with which they or their respective affiliates may from time to time acquire, hold or dispose of Ordinary Shares.  Neither of the Banks has any intention to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

Shore Capital which is authorised and regulated in the United Kingdom by the FCA is acting exclusively for the Company and no one else in connection with the Offer and Admission, and Shore Capital 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 Offer and Admission or any other matters referred to in this announcement.

Cenkos which is authorised and regulated in the United Kingdom by the FCA is acting exclusively for the Company and no one else in connection with the Offer and Admission, and Cenkos 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 Offer and Admission or any other matters referred to in this announcement.

Neither the Banks, nor any of their respective subsidiary undertakings, affiliates or any of their directors, officers, employees, advisers, agents or any other person accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions contained in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith and any liability therefore is expressly disclaimed.

The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares.  Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.