RBG Holdings plc (AIM: RBGP), the professional services group, is pleased to confirm that, further to the announcement of 20 April 2021, the Group has today completed the acquisition of the business of Memery Crystal LLP (“Memery Crystal”), having received regulatory approval (“Completion”).

As previously announced, RBG has agreed to acquire Memery Crystal for total consideration of £30.0 million comprising £12 million in cash and £11.2 million in RBG shares due on Completion, together with a further, £6.8 million in cash deferred over two payments on the sixth and 12-month anniversary of completion (“Consideration”).

In order to satisfy the portion of the Consideration due in RBG shares, the Company will issue 9,739,130 new ordinary shares of 0.2 pence each (“Consideration Shares”), representing a deemed price per Consideration Share of £1.15 pence (being the volume weighted average mid-market price of RBG shares in the five business days prior to exchange of contracts, being 20 April 2021).

The Consideration Shares are subject to a lock-in agreement including a prohibition on transfer spanning an initial period from Completion of the acquisition to the second anniversary of Completion (being 28 May 2023), followed by a further one-year period to the third anniversary of Completion (28 May 2024), whereby any shares being transferred are subject to certain restrictions.

It is expected that admission of the 9,739,130 Consideration Shares to AIM (“Admission”) will occur and that dealings will commence at 8.00 a.m. on 2 June 2021. The Consideration Shares will rank pari passu with the existing ordinary shares in the Group.

Following Admission of the Consideration Shares, the Group will have 95,331,236 Ordinary Shares in issue and no Ordinary Shares in treasury. Therefore, the total voting rights in RBG will be 95,331,236.

This figure may be used by shareholders as the denominator for the calculation by which they may determine if they are required to notify their interest in, or change to their interest in, the Group under the FCA’s Disclosure Guidance and Transparency Rules.