Likewise Group plc (LON:LIKE), the fast-growing and progressive flooring distributor in the UK, has announced a proposed equity fundraising to raise gross proceeds of up to approximately £29.2 million, comprising a firm placing, a conditional placing, a firm subscription, a conditional subscription and a conditional retail offer, in each case at a price of 28.5 pence per share.
The Company today also announces that it is at the latter stages of discussions before entering into a conditional agreement to acquire the freehold of a new 60,000 sq. ft. high-bay distribution facility in Corby, England from PBBE Corby B.V. for total consideration due on completion of £9.5 million (inclusive of stamp duty). A further announcement will be made if and when the acquisition exchanges and subsequently completes.
Key highlights
· Proposed Fundraising of up to approximately £29.2 million
· Proposed acquisition of a new 60,000 sq. ft. freehold high-bay distribution centre in Corby, creating Likewise Floors’ fifth distribution hub, supporting continued growth and providing the infrastructure to deliver Group revenue of £300 million
· Fundraising to support the Corby acquisition, strengthen the balance sheet, fund transaction costs and provide flexibility to execute the Group’s growth strategy, including additional strategic acquisitions
· Corby acquisition further expands the Group’s freehold property portfolio, strengthening operational capacity, supporting margins and reducing exposure to rising rental costs
· Placing of approximately £24.2 million to be conducted by way of an accelerated bookbuild launching immediately following this Announcement, comprising two tranches: (i) the Firm Placing, to be undertaken by way of a non-pre-emptive cash box structure, and (ii) the Conditional Placing, conditional upon the passing of certain of the Resolutions by Shareholders at the General Meeting
· Subscription of approximately £3.0 million by certain investors comprising two tranches: (i) the Firm Subscription, to be undertaken on a non-pre-emptive basis using the existing authorities granted at the 2026 AGM, and (ii) the Conditional Subscription, conditional upon the passing of the Resolutions by Shareholders at the General Meeting
· Retail Offer to raise up to £2.0 million to be launched following the close of the ABB on the BookBuild Platform, conditional on the passing of the Resolutions by Shareholders at the General Meeting
· Issue Price of 28.5 pence per Fundraising Share
· Management to provide an investor presentation at 2:00 p.m. on 29 July 2026
· The issue of the Firm Placing Shares is to be effected by way of a non-pre-emptive cash box placing of new Ordinary Shares for non-cash consideration. Zeus Capital Limited will subscribe for redeemable preference shares and ordinary shares in a Jersey special purpose vehicle, which will be majority owned by the Company in an amount approximately equal to the net proceeds of the Firm Placing. The Company will allot and issue the Firm Placing Shares to placees in consideration for Zeus transferring its holdings of redeemable preference shares and ordinary shares in JerseyCo to the Company. Accordingly, instead of receiving cash as consideration for the allotment and issue of the Firm Placing Shares, the Company will, conditional on First Admission and following the conclusion of the Firm Placing, own all of the issued ordinary shares and redeemable preference shares of JerseyCo, whose only asset will be its cash reserves, which will represent an amount approximately equal to the proceeds of the Firm Placing (net of any agreed commission and expenses).
· Completion of the Conditional Placing, Conditional Subscription and the Retail Offer is subject to, inter alia, certain of the Resolutions being passed at the General Meeting of the Company
· A General Meeting of the Company’s Shareholders will take place at 10:00 a.m. on 14 August 2026
· Zeus is acting as Nominated Adviser, Joint Bookrunner to the Company in connection with the Fundraising
· Ravenscroft is acting as Joint Bookrunner to the Company in connection with the Placing
Acquisition financing
The Company intends to finance the £9.5 million cash consideration due on Acquisition Completion by partial utilisation of the Placing and Subscription which is due to raise approximately £27.2 million at a price of 28.5 pence per Ordinary Share with institutional and other investors.
The Company also intends to raise approximately £9.0 million from its current lenders National Westminster Bank Plc in the form of a new £7.2 million commercial mortgage facility and a £1.8 million VAT bridging facility, in order to provide further flexibility to support the Group with its growth strategy. The Company has received credit approval from NatWest for the new facility, but it remains subject to agreeing legal documentation. The agreement may be entered into on or after Acquisition Completion, subject to agreement between the parties.
Placing and ABB
The Placing will be conducted through an ABB, which will be launched immediately following the release of this Announcement. Zeus and Ravenscroft are acting as Joint Bookrunners in relation to the Placing. A Placing Agreement has been entered into today between the Company, Zeus and Ravenscroft in connection with the Placing.
It is intended that the Placing will raise approximately £24.2 million in gross proceeds at a price of 28.5 pence per Placing Share, which will be used, inter alia, to part fund the cash consideration due on Acquisition Completion and meet the expenses related to the Acquisition and the Fundraising of approximately £1.3 million. The Issue Price represents a discount of approximately 14.9 per cent. to the Closing Price of 33.5 pence per Ordinary Share on 28 July 2026, being the last practicable date prior to this Announcement. The Placing is subject to the terms and conditions set out in Appendix 1 of this Announcement. Further details of the proposed Placing are detailed in this Announcement.
The Placing is to be conducted in a single ABB but comprises two tranches: the Firm Placing, to be effected by way of a non-pre-emptive cash box structure and settled at First Admission, and the Conditional Placing, comprising Placing Shares in excess of the authorities granted at the 2026 AGM, which is conditional upon, inter alia, the passing of the Resolutions and, if the Resolutions are passed, will be settled at Second Admission. The allocation of the Placing Shares between the Firm Placing and the Conditional Placing shall be at the absolute discretion of the Joint Bookrunners, in consultation with the Company.
The Firm Placing is not conditional on the Conditional Placing and the placing of the Firm Placing Shares may still complete if the placing of the Conditional Placing Shares does not complete, whether by reason of a failure to obtain shareholder approval or non-satisfaction of the other conditions.
Subscription
Concurrently with the Placing (and conditional upon the Placing Agreement remaining in full force and effect and not having been terminated), the Company is proposing to offer and sell to certain Subscribers the Subscription Shares at the Issue Price. The Subscription is being undertaken outside of the cash box structure described above. The Subscription of the Subscription Shares does not form part of the Placing.
It is intended that the Subscription will raise approximately £3.0 million in gross proceeds at the Issue Price, which will be used, inter alia, to part fund the cash consideration due on Acquisition Completion and meet the expenses related to the Acquisition, and the Fundraising.
The issue of the Firm Subscription Shares is to be effected by way of a non-pre-emptive subscription and issue of new Ordinary Shares for cash consideration, utilising the Company’s existing authorities granted at the 2026 AGM. The issue of the Conditional Subscription Shares will be conditional on, inter alia, the passing of the relevant Resolutions at the General Meeting.
The Firm Subscription is not conditional on the Conditional Subscription.
Retail Offer
The Retail Offer will be undertaken via the BookBuild Platform, to raise up to £2.0 million of gross proceeds. The Retail Offer is being undertaken to allow qualifying existing retail shareholders in the United Kingdom an opportunity to participate in the Fundraising at the Issue Price. The Retail Offer is conditional on, inter alia, the passing of the Resolutions at the General Meeting. It is expected that the Retail Offer will launch shortly and will be open for applications until 4:30 p.m. on 4 August 2026 (or such later time and date as the Company, Zeus and the BookBuild Platform may agree). There can be no guarantee that the Retail Offer will be fully subscribed.
Further announcements will be made shortly in connection with the Retail Offer and its terms. The Firm Placing and Firm Subscription are not conditional upon the Retail Offer and, for the avoidance of doubt, neither the Retail Offer nor the Subscription form part of the Placing.
Further information on the Fundraising
The Firm Fundraising is not conditional upon the approval by the Company’s shareholders. By using the cash box structure described above in connection with the Firm Placing, the Company is not issuing New Ordinary Shares on a non-pre-emptive basis for cash consideration. Additionally, the Company is utilising the existing authorities granted at the 2026 AGM for the Firm Subscription. As a result, shareholder approval is not required to effect the Firm Fundraising.
The Company acknowledges that it is seeking to issue New Ordinary Shares representing up to approximately 40.5 per cent. of its existing issued ordinary share capital on a non-pre-emptive basis and has therefore consulted, where possible, with the Company’s major shareholders ahead of this Announcement.
The Conditional Placing, the Conditional Subscription and the Retail Offer will be conditional on, inter alia, the passing of the relevant Resolutions at the General Meeting. A circular containing further details of the Fundraising and Notice of General Meeting will be posted to Shareholders shortly after the results of the ABB and will be made available on the Company’s website at www.likewiseplc.com/documents-reports-and-presentations.
The Placing is conditional upon (amongst other things) the Placing Agreement not having been terminated prior to either First Admission (in the case of the Firm Placing) or Second Admission (in the case of the Conditional Placing). The Placing is not conditional on a minimum amount being raised.
If the conditions relating to the issue of the Placing Shares are not satisfied or the Placing Agreement is terminated in accordance with its terms prior to First Admission, the Placing Shares will not be issued, and the Company will not receive the associated placing monies. In this scenario, the Retail Offer and the Subscription will similarly not proceed.
If the conditions relating to the issue of the Conditional Placing Shares are not satisfied, or the Placing Agreement is terminated in accordance with its terms prior to Second Admission, the Conditional Placing Shares will not be issued, and the Company will not receive the associated placing monies. In this scenario, the Retail Offer and the Conditional Subscription will similarly not proceed. The Firm Placing and the Firm Subscription is not conditional on the Conditional Placing or the Conditional Subscription and the placing of the Firm Placing Shares and the issue of the Firm Subscription Shares may still complete if the placing of the Conditional Placing Shares or the Conditional Subscription Shares does not complete, whether by reason of a failure to obtain shareholder approval or non-satisfaction of the other conditions.
Applications will be made to the London Stock Exchange for the admission of the Placing Shares, Subscription Shares and Retail Offer Shares to be admitted to trading on AIM. It is currently expected that First Admission will become effective, and that dealings in the respective shares will commence on AIM, on or around 7 August 2026. The Firm Placing Shares and the Firm Subscription Shares, when issued, will be fully paid and will rank pari passu in all respects with the Existing Ordinary Shares. It is currently expected that Second Admission will become effective, and that dealings in the respective shares will commence on AIM, on or around 17 August 2026. The Conditional Placing Shares, the Conditional Subscription Shares and the Retail Offer Shares, when issued, will be fully paid and will rank pari passu in all respects with the Existing Ordinary Shares.
Capitalised terms used but not otherwise defined in this Announcement shall have the meanings ascribed to such terms in Appendix 2 of this Announcement unless the context requires otherwise.
