Oberon Investments - Fundraising to raise £1.58 million

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014. Which is part of the United Kingdom domestic law pursuant to the Market Abuse (Amendment) (EU Exit) Regulations (SI 2019/310) ("UK MAR").

Oberon Investments Group plc

("Oberon", or the "Company", or the "Group")

Fundraising to raise £1.58 million

Oberon Investments Group plc (AQSE: OBE), the boutique investment management, wealth planning and corporate broking group, announces that it has raised approximately £1.58 million before expenses, through the issue of 39,501,588 new ordinary shares of 0.5 pence each (the "Fundraising Shares") in the Company at a price of 4.0 pence per share (the "Issue Price").

The fundraising comprises a placing, via Oberon Capital, of 29,200,000 shares (the "Placing") and a subscription for 10,301,588 shares (the "Subscription") and was supported by new and existing shareholders. 

In addition to the Fundraising, Oberon has received Term Sheets from two institutional shareholders to subscribe for approximately £3 million, in aggregate, through a Convertible Loan Note instrument (the "CLN").  It is expected that signed subscriptions will be received in the near future.  However, this CLN remains subject to final documentation and there is no guarantee that the CLN will be put in place.  Should binding documents be entered into, a further announcement will be made.

Background to the Fundraising

Oberon continues to experience strong growth and is increasingly well placed to capitalise on opportunistic acquisitions, whether through hiring teams of professionals or via corporate transactions, as they arise. 

The Fundraising is intended to provide funding to pursue a number of these opportunities. In August, Oberon announced the appointments of Peter Martin and Jake Bambridge, both formerly of Odey Asset Management. Oberon intends to launch a dedicated fund towards the end of the year to implement Peter's established and proven investment strategy, which the Fundraising will help to support.  In addition, Oberon has recently signed offer letters with three senior investment professionals, one of whom is expected to join Peter's team in October. A further two Investment Managers are expected to join Oberon in Q1 2026.  We have a target of attracting over £200m of AUM within 6-12 months through these appointments.

Project Earl

Oberon is in advanced discussions to acquire the Wealth Management division of another UK firm via an asset purchase agreement (Project Earl). The two key associated Investment Managers have signed conditional contracts with Oberon.  It is expected that the transaction would bring AUA (Assets under Administration) of approximately £850 million.

The Fundraising and the CLN are not conditional on the completion of Project Earl or any of these appointments.   Project Earl is subject to contract and necessary regulatory and shareholder approvals. While the parties are in advanced discussions, there can be no certainty that a binding agreement will ultimately be reached and, hence, no guarantee that the transaction will be completed. 

Simon McGivern, CEO of Oberon Investments Group, said: "We have previously outlined our strategy of expanding Oberon's service provision in the Investment and Wealth Management sectors through the acquisitions of high quality individuals and teams.  We continue to see very exciting opportunities aligned with this strategy and I look forward to providing additional details in the near future.  This Fundraising today reflects the support for our strategy from existing and new investors and I am very grateful for that support, and the continued efforts of our employees."

Director Participation

Alex Hambro, a Non-Executive Director of the Company, has subscribed for 301,588 shares in the Placing, for consideration of £12,063.52.  The independent directors of the Company, having exercised reasonable care, skill and diligence, consider that this subscription is fair and reasonable as far as the shareholders of the Company are concerned.  Following this subscription, Alex Hambro will own 2,500,000 shares in the Company, representing 0.32% of the Company's issued share capital, as enlarged by the Placing.

Admission

The Fundraising Shares will be issued and allotted under the Company's existing authorities obtained at the Company's last annual general meeting held on 3 September 2024.  Application has been made for the Fundraising Shares to be admitted to trading on AQSE ("Admission") and it is expected that Admission, and commencement of dealings, will take place at 8.00 a.m. on 9 September 2025.

The Fundraising Shares, when issued, will be credited as fully paid and will rank pari passu in all respects with the Company's existing Ordinary Shares, including the right to receive dividends and other distributions declared on or after the date of issue.

Total Voting Rights

Following Admission, the Company's issued and fully paid share capital will consist of 783,023,366 Ordinary Shares, all of which carry one voting right per share. The Company does not hold any Ordinary Shares in treasury. Therefore, the total number of ordinary shares and voting rights in the Company will be 783,023,366. This figure may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

The Directors of the Company take responsibility for this announcement.

For further information please contact:

Important Notices

Oberon Investments Limited (trading as Oberon Capital) is authorised and regulated by the Financial Conduct Authority (the "FCA") in the United Kingdom and is acting exclusively for the Company and no one else in connection with the Fundraising and will not regard anyone (including any subscribers) (whether or not a recipient of this Announcement) as a client, and 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 Fundraising or any other matters referred to in this Announcement.

Neither this Announcement, nor any copy of it, nor the information contained in it, is for publication, release, transmission, distribution or forwarding, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction in which publication, release or distribution would be unlawful (or to any persons in any of those jurisdictions). This Announcement is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for shares in the capital of the Company in the United States, Australia, Canada, Japan or the Republic of South Africa or any other state or jurisdiction (or to any persons in any of those jurisdictions). This Announcement has not been approved by the London Stock Exchange. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.

The Fundraising Shares have not been, and will not be, registered under the US Securities Act or with any securities regulatory authority or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, pledged, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States. No public offering of securities is being made in the United States. The Fundraising Shares have not been approved, disapproved or recommended by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Fundraising Shares. Subject to certain exceptions, the securities referred to herein may not be offered or sold in the United States, Australia, Canada, Japan or the Republic of South Africa or to, or for the account or benefit of, any national, resident or citizen of the United States, Australia, Canada, Japan or the Republic of South Africa.

No public offering of the Fundraising Shares is being made in the United States, United Kingdom or elsewhere. All offers of the Fundraising Shares will be made pursuant to an exemption from the requirement to produce a prospectus under the EU Prospectus Regulation or the UK Prospectus Regulation.

This Announcement is not being distributed by, nor has it been approved for the purposes of section 21 of FSMA by, a person authorised under FSMA. This Announcement is being distributed and communicated to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply.

The distribution of this Announcement, the Fundraising and/or the offering of the Fundraising Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or its affiliates that would permit an offering of the Fundraising Shares or possession or distribution of this Announcement or any other offering or publicity material relating to the Fundraising Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company to inform themselves about, and to observe, such restrictions.

This Announcement may contain and the Company may make verbal statements containing "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company. As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. These forward-looking statements reflect the Company's judgment at the date of this Announcement and are not intended to give any assurance as to future results and the Company cautions that its actual results of operations and financial condition, and the development of the industry in which it operates, may differ materially from those made in or suggested by the forward-looking statements contained in this Announcement and/or information incorporated by reference into this Announcement. The information contained in this Announcement is subject to change without notice and except as required by applicable law or regulation, the Company expressly disclaims any obligation or undertaking to publish any updates, supplements or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statements are based, except where required to do so under applicable law.

No statement in this Announcement is intended to be a profit forecast or estimate, and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this Announcement.