Intention to float on the AIM Market

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.

This announcement is not a prospectus (or prospectus equivalent) and not an offer of securities for sale nor a solicitation of an offer to acquire or a recommendation to sell or buy securities in any jurisdiction, including in or into the United States, Canada, Australia, New Zealand, the Republic of South Africa or Japan.

Neither this announcement, nor anything contained or referred to herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not subscribe for or purchase any ordinary shares referred to in this announcement except on the basis of information contained in an admission document in its final form (the "Admission Document") that may be published in due course by Selkirk Group plc, (the "Company") (the Company, together with its subsidiaries and subsidiary undertakings, "Selkirk" or the "Group") in due course in connection with the proposed placing ("Placing") of its ordinary shares (the "Ordinary Shares") and proposed admission of its Ordinary Shares to trading on AIM, a market operated by London Stock Exchange plc ("AIM", the "London Stock Exchange" and "Admission", respectively). Copies of the Admission Document will, if published, be available for inspection at the offices of Zeus Capital Limited at 125 Old Broad Street, London, EC2N 1AR from the date of this announcement and will remain available for a period of one month following Admission. A copy of this announcement will also be available from the Company's website following Admission at www.selkirkplc.com (subject to certain access requirements).

17 October 2024

Selkirk Group PLC

("Selkirk" or the "Company")

Intention to float on the AIM Market of the London Stock Exchange

Selkirk, an investing company established to acquire an undervalued company or business in the UK, is pleased to announce its intention to raise £7.5 million through a placing and at the same time seek admission of its Ordinary Shares on the London Stock Exchange's AIM Market ("AIM").

Highlights:

·      Selkirk is a single company acquisition vehicle which will target both private and listed companies as well as subsidiaries of listed companies which management believes are undervalued and have considerable value upside.

·      Selkirk is targeting a number of different sectors including consumer, technology and digital media. It is envisaged that the first investment will be in a company with an EV anticipated as a guideline to be not less than £30 million and not more than £1 billion.

·      Selkirk is looking to raise £7.5 million at IPO. Assuming a £7.5 million raise, it is expected that:

o  20% of the shares will be held by Kelso Limited, the wholly owned subsidiary of Kelso Group Holdings plc, the main market listed acquisition vehicle; and

o  18% of the shares will be held by funds controlled by Belerion Capital Group, where Iain McDonald, Proposed Executive Chair, is the Manager.

·      At the time of its first acquisition Selkirk will work with industry specialists to add value to the acquisition and maximise returns for shareholders.

·      Selkirk will from Admission be led by an experienced Board and management team including Iain McDonald, Angus Monro and Alan Bannatyne. The Board will be supported in an advisory capacity by John Goold, Mark Kirkland and Jamie Brooke, Executive Directors of Selkirk's largest shareholder Kelso Group Holdings Plc.

Strategy

Selkirk has been established with the primary objective of acquiring a company or business which the directors believe is undervalued and providing it with its own quotation or listing or acquiring an existing public company and providing a highly incentivised management team with strategic direction. Many of these target companies may currently operate as subsidiaries of larger organisations, and an independent stock market quotation or listing could help unlock material value to create shareholder value. The Company is focused on acquiring a business which is headquartered in the United Kingdom. The directors intend to raise equity and/or debt finance to fund the acquisition of a target company or business, as required, and focus on enhancing shareholder value over the long term.

The Company is primarily focused on the small and mid-cap category, specifically within the consumer, technology and digital media related sectors, including retail, software and digital sub-sectors. The directors believe this underappreciated segment offers ample opportunity to identify a suitable business, whether it is a privately held company, a subsidiary of a larger listed company or an existing public company. The Company intends to prioritise innovation and strategic agility as essential drivers for unlocking hidden value and realising the full potential of target acquisitions.

The Selkirk team have a proven track record in strategic investing and working closely with the management teams and have extensive experience in identifying, evaluating, and executing opportunities; both quoted and unquoted, and creating value for stakeholders. The directors believe that Selkirk is positioned to deliver private equity style returns on the public market, utilising AIM's flexible framework to capitalise on growth opportunities.

Following admission, the Company intends to methodically identify and develop opportunities as quickly and prudently as possible. With the directors' and management's extensive network and experience, the Board is confident in its ability to identify and deliver a transaction within eighteen months.

It is anticipated that returns to Selkirk shareholders will be delivered through a combination of an appreciation in the Company's share price and, if appropriate, annual dividends paid out of retained earnings (following completion of the first acquisition) as well as return of cash to shareholders following any disposal of any assets.

The Company and its directors are not currently in discussions with any specific target company regarding an acquisition.

Experienced Board and Management Team

Iain McDonald (Proposed Executive Chair), aged 53

Iain McDonald is an experienced investor in technology and e-commerce companies. He was an early investor into many well known businesses in the sector including ASOS, THG plc (The Hut Group), Metapack, Anatwine, Eagle Eye Solutions and Lifeworks. Iain is the founder and CIO of Belerion Capital Group, an investment business focused on technology and e-commerce companies.

Iain sits on the boards of two PLC businesses - Team Internet Group (where he is non-executive Chairman) and Boohoo.com. He stepped down from the Board of The Hut Group earlier in 2024 having been on the board for a number of years prior to the IPO of the company in 2020. Iain was also the founder of the Online Retail Association which campaigned successfully against the imposition of an online sales tax.

Angus Monro (Proposed Independent Non-Executive Director from Admission), aged 75

Angus Monro was a non-executive director of THG plc until August 2020. He has deep experience of the retail sector, having spent 13 years at Marks & Spencer, followed by 5 years at the Burton Group/Arcadia where he was managing director of Dorothy Perkins. Angus then spent 4 years at Kingfisher where he was trading director at B&Q and Woolworths. Angus joined Matalan as a non-executive director in 1991, becoming Chief Executive 5 years later and leading the retailer's flotation in 1998. Between 2002-2008 Angus was a non-executive director at NSB Retail Systems prior to its sale in 2008.

Alan Bannatyne (Proposed Independent Non-Executive Director from Admission), aged 54

Alan is an experienced board member with strong experience in listed company financial management and a track record of successful global expansion for over 15 years. Alan qualified with Deloitte & Touche in London in 1996, finishing in 1999 after having worked for two years in South Africa for the Entrepreneurial Services division. Alan has held various commercial, financial and company secretarial roles over his career, including at Robert Walters PLC, where he began as Group Financial Controller in 2002, becoming CFO in 2007 and finishing in 2023. Alan is currently the Chair of XPS PLC, where he was formerly Audit Committee Chair.

Use of Proceeds

The placing intends to raise gross proceeds of £7.5 million. This will be used to fund working capital and due diligence in relation to potential acquisition targets, in accordance with Selkirk's investment policy and to execute on such investment or acquisition opportunities as determined.

Admission to AIM is expected to take place in October 2024. Zeus Capital are acting as Nominated Adviser ("NOMAD"), bookrunner and broker to the Company.

Iain McDonald, Proposed Executive Chair, Selkirk, said:

"It is our belief that some of the most promising and undervalued businesses are hidden within UK listed conglomerates. Our intention is to unlock the value of such a business within the technology, consumer or digital media sectors. We have chosen to list on the AIM market as London remains a leading capital market and this provides a mechanism for investors to invest in a high quality, focussed and potentially unique asset. We have assembled an experienced management team and board which we will look to expand and deepen further as a target is identified. This includes the ability to work with existing management teams."

ENDS

For further information please contact:

Notes to Editors

Selkirk Group Plc is an investing company established with the primary objective of acquiring a company or business which the directors believe is undervalued and providing it with a quotation or listing or acquiring an existing public company and providing a highly incentivized management team with strategic direction. The Company is focused on acquiring a business which is headquartered in the United Kingdom. The directors have extensive experience in identifying, evaluating, and executing opportunities; both quoted and unquoted, and creating value for stakeholders. To find out more visit: www.selkirkplc.com which will be available from Admission.

IMPORTANT NOTICES:

This is a financial promotion and is not intended to be investment advice.

The contents of this announcement, which has been prepared by and is the sole responsibility of the Company, has been approved by Zeus Capital Limited ("Zeus") solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 (as amended).

This announcement does not constitute or form part of any offer for sale or subscription or any solicitation of any offer to buy or subscribe for any securities and neither this announcement nor any part of it forms the basis of or may be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.

The information contained in this announcement is for background purposes only and does not purport to be full or complete, nor does this announcement constitute or form part of any invitation or inducement to engage in investment activity. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. The contents of this announcement are not to be construed as legal, financial or tax advice.

Recipients of this announcement who intend to purchase or subscribe for shares in Company following the publication of a final Admission Document by the Company are reminded that such purchase or subscription should be made solely on the basis of the information contained in that Admission Document and, if relevant, any supplementary admission document, to be published by Company.

This announcement is not for publication or distribution, in whole or in part, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, Japan, Republic of South Africa or New Zealand or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

The Ordinary Shares have not been and will not be registered under the US Securities Act, or under the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold, directly or indirectly, in the United States or to, or for the account or benefit of, US persons (as defined in Regulation S under the US Securities Act of 1933, as amended (the "US Securities Act") ("Regulation S")) absent registration except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and otherwise in accordance with any applicable securities laws of any state or other jurisdiction of the United States. The Ordinary Shares are being offered and sold only to non-US persons outside of the United States in "offshore transactions" within the meaning of and in reliance on Regulation S. There will be no offering of the Ordinary Shares in the United States.

The Company has not been and will not be registered under the US Investment Company Act of 1940 (as amended) (the "US Investment Company Act") and investors will not be entitled to the benefits of that act. No offer, purchase, sale or transfer of the Ordinary Shares may be made except in circumstances which will not result in the Company being required to register as an investment company under the US Investment Company Act. The Company may refuse to register sales or transfers to US-persons, and may force shareholders to sell their Ordinary Shares back to the Company or to non-US persons, in the event that US persons acquire the Ordinary Shares.

In the United Kingdom, this announcement is directed only at persons who are "qualified investors" within the meaning of Regulation 2017/1129/EU as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("Relevant Persons").

In any member state of the European Economic Area ("EEA"), this announcement and any offer if made subsequently is, and will be, directed only at persons who are "qualified investors" ("Qualified Investors") within the meaning of the Prospectus Regulation (Regulation (EU) 2017/1129).

This announcement must not be acted on or relied on (i) in the United Kingdom, by persons who are not Relevant Persons, and (ii) in any member state of the EEA, by persons who are not Qualified Investors. Any investment or investment activity to which this announcement relates is available only to: (i) in the United Kingdom, Relevant Persons; and (ii) in any member state of the EEA, Qualified Investors, and will be engaged in only with such persons.

This announcement contains statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond the Group's control and all of which are based on the Directors' current beliefs and expectations about future events. In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including, without limitation, the terms "anticipates", "believes", "could", "envisages", "estimates", "expects", "intends", "may", "plans", "projects", "should", "will" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements relate to matters that are not historical facts. They include statements regarding the intentions, beliefs and current expectations of the Company or the Directors concerning, amongst other things, the results of operations, financial condition, liquidity, prospects, growth and strategies of the Company and the industry in which the Group operates. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. The actual results, performance or achievements of the Company or developments in the industry in which the Group operates may differ materially from the future results, performance or achievements or industry developments expressed or implied by the forward-looking statements contained in this announcement.

These forward-looking statements and other statements contained in this announcement regarding matters that are not historical facts involve predictions. No assurance can be given that such future results will be achieved; actual events or results may differ materially as a result of risks and uncertainties facing the Group. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed or implied in such forward-looking statements.

Each of the Company and Zeus, and their respective affiliates, expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statements contained in this announcement and disclaims any obligation to update its view of any risks or uncertainties described herein or to publicly announce the results of any revisions to the forward-looking statements made in this announcement, whether as a result of new information, future developments or otherwise, except as required by law.

Certain figures contained in this announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this announcement may not conform exactly with the total figure given.

The anticipated timetable for Admission, including the publication of the Admission Document and/or the date of Admission, may be influenced by a range of circumstances such as market conditions. There is no guarantee that the Admission Document will be published or that Admission will occur. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all or part of the amount invested. Persons considering making such an investment should consult an authorised person specialising in advising on such investments.

This announcement does not constitute a recommendation concerning Admission or the Ordinary Shares. The value of Ordinary Shares and the income from them is not guaranteed and can fall as well as rise due to stock market and currency movements. On any sale of an investment an investor may get back less than he or she originally invested. Potential investors should consult a professional adviser as to the suitability of the Ordinary Shares for the person concerned before making any investment decision. Past performance cannot be relied upon as a guide to future performance.

Neither Zeus, nor any of its affiliates, their respective directors, officers or employees, advisers, agents or any other person accepts any responsibility or liability whatsoever for the contents of, or makes any representations or warranties, express or implied, as to the accuracy, fairness or completeness of the information presented or contained in this announcement (or whether any information has been omitted from this announcement) or any other information relating to the Company, its subsidiaries and their 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. Accordingly, Zeus, its affiliates, their respective directors, officers or employees, and any other person acting on their behalf expressly disclaims, to the fullest extent possible, any and all liability whatsoever for any loss howsoever arising from, or in reliance upon, the whole or any part of the contents of this announcement, whether in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith.

Zeus, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for the Company and no-one else in connection with the possible Admission. Zeus will not regard any other person as its client in relation to the possible Admission and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in relation to the possible Admission, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the Placing, Zeus and any of its affiliates, may take up a portion of the Ordinary Shares as a principal position 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 Placing or otherwise. Accordingly, references in the Admission Document, once published, to the Ordinary Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by Zeus and any of its affiliates acting in such capacity. Neither Zeus nor any of its affiliates intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

For the avoidance of doubt, the contents of the Company's website and any links available from the Company's website are not incorporated by reference into, and do not form part of, this announcement.

Information to Distributors

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Ordinary Shares have been subject to a product approval process, which has determined that the Ordinary Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each defined in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, "distributors" (for the purposes of the UK Product Governance Requirements) should note that: the price of the Ordinary Shares may decline and investors could lose all or part of their investment; the Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Placing.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Ordinary Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Shares and determining appropriate distribution channels.