Pre-Close Trading Update & Investor Presentation

Convex Capital Update

Capital Markets Day

RBG Holdings plc (AIM: RBGP), the professional services group, today publishes a pre-close trading update ahead of the publication of its financial results for the year ending 31 December 2020 on 20 April 2021.

The Board expects the Group’s revenue (including realised gains) and EBITDA to exceed analysts’ expectations. Furthermore, the Group’s balance sheet remains resilient with net cash of £3.5 million as of 31 December 2020 (2019: £1.9 million).

As a result, the Board is pleased to announce it intends to pay a dividend of 3 pence per share in respect of the 2020 financial year on 26 February 2021 to shareholders on the register as of 5 February 2021.

The Board believes that the performance in 2020 demonstrates the Group’s resilience despite the challenges presented by the pandemic. The Group’s law firm, Rosenblatt Limited (“RBL”), had its most successful year in terms of revenue, EBITDA and gross margin which exceeded 40 per cent. LionFish Litigation Finance (UK) Ltd (“LionFish”) which finances litigation matters being run by other solicitors, using the expertise of RBL, was launched on 1 May 2020. As of 28 January 2021, LionFish had investments in seven cases and is seeing a regular flow of opportunities. Finally, while the pandemic made deal completion difficult, Convex Capital Limited (“Convex Capital”), the Group’s specialist sell-side corporate finance boutique continued to build a strong pipeline of deal opportunities. The Board expects to see an increase in M&A activity in 2021 driven by the economic conditions and the possible changes to the Capital Gains Tax regime. These trends will benefit both Convex Capital and RBL.

Convex Capital Update and Shares Transactions

Since 1 January 2021, Convex Capital has completed one transaction, receiving fee income of £525,000.

As previously announced, Convex Capital was heavily impacted by Covid-19 in 2020, which caused material short-term disruption to the completion of transactions.

Convex Capital completed three deals in 2020 and has converted its strong pipeline into several active deals over the second half of 2020. The new financial year has started positively with one deal already completed, and another waiting Competition and Markets Authority sign off, with positive progress on several other deals.

The Convex Capital senior management team have agreed for 2021 to exchange their fixed base salary arrangements for a flexible commission structure directly linked to income from completed deals. Under the terms of this scheme Convex Capital management will instruct N+1 Singer to use 50% of commission earned to acquire shares in RBG Holdings in the open market[1].

This new commission scheme replaces the deferred consideration arrangements under the sale and purchase agreement with the Convex Capital sellers, announced at the time of the acquisition in September 2019. This deferred consideration was due to be payable one year after completion of the purchase, based on certain performance criteria, which were not met due to the pandemic. The relevant provision will be released in the accounts for the year ended 31 December 2020.

Investor Communications and Capital Markets Day

Chief Executive, Nicola Foulston and Chief Financial Officer, Robert Parker will participate in an investor presentation via the Investor Meet Company platform on 3 February 2021 at 10 a.m. Investors can sign up to Investor Meet Company for free:

www.investormeetcompany.com/rbg-holdings-plc/register-investor

Investors who have already registered and added to meet the Group will be automatically invited.

Furthermore, the Group will host a Capital Markets Day for investors and analysts on 24 February 2021 from 10 a.m. to 12 p.m. The event will include presentations from Group CEO, Nicola Foulston, and the Managing Directors of each of the Group’s divisions: Rosenblatt Limited, Convex Capital Limited and LionFish Litigation Finance (UK) Ltd, followed by a live Q&A. Invitations will be sent in due course. If you wish to attend, please email: RBGP_CMD@n1singer.com

Commenting Group CEO Nicola Foulston, said: “The Group has demonstrated its resilience during a very challenging year. Our law firm, RBL has achieved its best financial performance since it was founded. Following the launch of LionFish, we are building a portfolio of litigation investments which offer the potential for high returns for our shareholders. The Group’s M&A business, Convex Capital, naturally saw its ability to complete deals hindered by the lockdowns. However, the business has built a strong pipeline, and we expect higher levels of M&A activity in the current financial year. We are looking forward to the year ahead with confidence.”