TIDMARTA
RNS Number : 6108Q
Artilium PLC
07 June 2018
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION
For immediate release
This announcement contains inside information
7 June 2018
RECOMMED SHARE AND CASH OFFER
for
ARTILIUM PLC
by
PARETEUM CORPORATION
to be effected
by way of a scheme of arrangement
under Part 26 of the Companies Act 2006
Summary
-- The boards of Pareteum Corporation (NYSE American: TEUM,
"Pareteum") and Artilium plc (AIM: ARTA, "Artilium") are pleased to
announce that they have reached agreement on the terms of a
recommended share and cash offer to be made by Pareteum for the
entire issued and to be issued ordinary share capital of Artilium
not already owned by Pareteum (the "Acquisition").
-- Pareteum currently holds 27,695,177 Artilium Shares,
representing approximately 7.80 per cent. of the issued share
capital of Artilium. Artilium currently holds 3,200,332 common
shares in Pareteum, representing 5.85 per cent. of Pareteum's
issued and outstanding share capital, which will be cancelled on
completion of the Acquisition.
-- It is intended that the Acquisition will be implemented by
way of a Court-sanctioned scheme of arrangement under Part 26 of
the Companies Act. Pareteum reserves the right to elect, with the
consent of the Takeover Panel, to implement the Acquisition by way
of a Takeover Offer for the entire issued and to be issued ordinary
share capital of Artilium as an alternative to the Scheme. This is
all explained further at paragraph 15 (Structure of the
Acquisition) below. Please see Appendix V for definitions of
certain terms used in this Announcement.
-- This Announcement was prepared in accordance with the
requirements of the UK City Code on Takeovers and Mergers. In
connection with the Acquisition, Pareteum intends to file a Proxy
Statement with the SEC. Pareteum may also file additional documents
with the SEC in relation to the Acquisition. Pareteum urges
Pareteum Stockholders to read these materials carefully when they
become available.
-- Under the terms of the Acquisition, each Artilium Shareholder will be entitled to receive:
0.1016 New Pareteum Shares and 1.9 pence in cash per Artilium
Share
-- The Acquisition values each Artilium Share at 19.55 pence and
the entire issued and to be issued ordinary share capital of
Artilium at approximately GBP78 million, based on Pareteum's
closing share price of $2.33 on the Last Practicable Date and a
GBP:USD exchange rate of 1.3413.
-- The implied value of 19.55 pence per Artilium Share represents a premium of approximately:
-- 18.48 per cent. to the Closing Price of 16.5 pence per
Artilium Share on the Last Practicable Date;
-- 18.89 per cent. to the Volume Weighted Average Price per
Artilium Share during the one month period ended on the Last
Practicable Date;
-- 30.04 per cent. to the Volume Weighted Average Price per
Artilium Share during the three month period ended on the Last
Practicable Date; and
-- 136.96 per cent. to the Closing Price of 8.25 pence per
Artilium Share on 13 October 2017 (being the last Business Day
prior to the date of Artilium's announcement of its strategic
alliance with Pareteum).
-- The Acquisition represents an implied Enterprise Value / LTM
Revenue 31 December 2017 multiple for Artilium of 4.3x.([1])
-- Following completion of the Acquisition, Pareteum
Stockholders will hold approximately 57.62 per cent., and Artilium
Shareholders will hold approximately 42.38 per cent., of Pareteum's
enlarged issued share capital. Pareteum Stockholders will hold
approximately 64.86 per cent., and Artilium Shareholders will hold
approximately 35.14 per cent., of Pareteum's enlarged fully diluted
share capital on completion of the Acquisition.
-- The transaction is expected to deliver compelling financial
benefits for the shareholders of both Pareteum and Artilium,
including significant accretion to Pareteum's Non-GAAP earnings per
share[2], strong growth in pro forma operating cashflow generation
and material cost and revenue synergies.
-- Pareteum has agreed that, on completion of the Acquisition,
Bart Weijermars will be engaged as Chief Executive Officer of
Pareteum Europe BV in accordance with the terms of the Management
Services Agreement.
-- The Artilium Recommending Directors, who have been so advised
by finnCap as to the financial terms of the Acquisition, consider
the terms of the Acquisition to be fair and reasonable. In
providing its advice to the Artilium Recommending Directors,
finnCap has taken into account the commercial assessments of the
Artilium Recommending Directors. This is explained further at
paragraphs 3 (Recommendations) and 5 (Background to and reasons for
the Artilium Recommending Directors' recommendation) below.
-- Accordingly, the Artilium Recommending Directors intend to
recommend unanimously that Artilium Independent Shareholders vote
or procure votes in favour of the Scheme at the Court Meeting and
the Resolutions to be proposed at the General Meeting, as the
Artilium Recommending Directors have irrevocably undertaken to do
in respect of their own beneficial holdings of 71,122,994 Artilium
Shares (representing, in aggregate, approximately 20.04 per cent.
of the Artilium Shares in issue on the Last Practicable Date).
-- In addition to the irrevocable undertakings from the Artilium
Recommending Directors, Pareteum has received an irrevocable
undertaking to vote or procure votes in favour of the Scheme at the
Court Meeting and the Resolutions to be proposed at the General
Meeting (or, if Pareteum exercises its right to implement the
Acquisition by way of a Takeover Offer, to accept such offer), save
for the Resolution to approve the Management Arrangement on which
he is not allowed to vote, from Bart Weijermars in respect of
2,423,633 Artilium Shares (representing, in aggregate,
approximately 0.68 per cent. of the Artilium Shares in issue on the
Last Practicable Date).
-- In addition to the irrevocable undertakings from the Artilium
Directors, Pareteum has received irrevocable undertakings from
various other shareholders (as detailed in Appendix III) to vote or
procure votes in favour of the Scheme at the Court Meeting and the
Resolutions to be proposed at the General Meeting (or, if Pareteum
exercises its right to implement the Acquisition by way of a
Takeover Offer, to accept such offer), in respect of 141,887,365
Artilium Shares (representing, in aggregate, approximately 39.98
per cent. of the Artilium Shares in issue on the Last Practicable
Date).
-- Therefore, as at the date of this Announcement, Pareteum has
received irrevocable undertakings to vote or procure votes in
favour of:
-- the Scheme at the Court Meeting in respect of a total of
213,010,359 Artilium Shares (representing approximately 60.43 per
cent. of the Artilium Shares in issue and held by Artilium
Independent Shareholders on the Last Practicable Date);
-- the Resolution to approve the Management Arrangement to be
proposed at the General Meeting in respect of a total of
213,010,359 Artilium Shares (representing approximately 60.43 per
cent. of the Artilium Shares in issue and held by Artilium
Independent Shareholders on the Last Practicable Date); and
-- the other Resolutions to be proposed at the General Meeting
in respect of a total of 215,433,992 Artilium Shares (representing
approximately 60.70 per cent. of the Artilium Shares in issue on
the Last Practicable Date).
Full details of the irrevocable undertakings received by
Pareteum are set out in Appendix III to this Announcement.
-- In addition, the Pareteum Directors consider the Acquisition
to be in the best interests of Pareteum and the Pareteum
Stockholders and intend to recommend unanimously that Pareteum
Stockholders vote in favour of the Pareteum Stockholder Resolution
at the Pareteum Stockholder Meeting which will be convened in
connection with the Acquisition.
-- Pareteum is a rapidly growing cloud communications platform
company with a mission - "to connect every person and every
thing"(TM). Service providers, brand marketing companies,
enterprise and Internet of Things providers use Pareteum to
energize their growth and profitability through cloud communication
services and complete turnkey solutions featuring relevant content,
applications, and connectivity worldwide. To achieve this, Pareteum
has developed patent pending software platforms which are connected
to 45 mobile networks in 65 countries using multiple different
communications channels including mobile telephony, data, SMS,
VOIP, OTT services - all over the world. Pareteum integrates all
these disparate communications methods and services and brings them
to life for customers and application developers, allowing
communications to become value-added. This is a major strategic
target for many industries, from legacy telecommunications
providers to the disruptive technology and data enterprises of
today and the future.
-- The vast majority of Pareteum's platform is comprised of its
own proprietary software, which provides customers with a great
deal of flexibility in how they use its products now and in the
future and allows Pareteum to be market driven in its future.
Pareteum's platform services partners (technologies integrated into
its SMART Cloud) include: HPE, IBM, Sonus, Oracle, Microsoft,
NetNumber, Affirmed and other world class technology providers.
Pareteum is a mission-focused company empowering every person and
every "thing" to be globally connected - Any Device, Any Network,
Anywhere.(TM) The Pareteum SMART Cloud Platform targets large and
growing sectors from IoT (Internet of Things), Mobile Virtual
Network Operators (MVNO), Smart Cities, and Application developer
markets - each in need of mobile platforms, management and
connectivity. These sectors need communications platform as a
service (CPaaS), which Pareteum delivers.
-- Artilium is an innovative software development company active
in the enterprise communications and core telecommunication markets
delivering software solutions which layer over disparate fixed,
mobile and IP networks to enable the deployment of converged
communication services and applications.
-- In broad terms, Artilium provides services to both telecom
infrastructure customers (across Mobile Network Operators (MNOs),
Mobile Virtual Network Operators (MVNOs), Mobile Virtual Network
Enablers (MVNEs), Fixed and Alternative Operators, Hosting
Providers, System Integrators and Managed Service Providers) such
as Proximus and Telenet, as well as enterprise customers, such as
Philips. Across products and businesses, Artilium provides services
to more than 20 million end-users.
-- Artilium and Pareteum have since October 2017 benefitted from
a strategic alliance entered into with the intention of jointly
pursuing new and developed markets, accelerating growth and
increasing market penetration for both Artilium and Pareteum.
-- It is intended that the Acquisition be implemented by way of
a Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act (or, if Pareteum so elects and with the consent of
the Takeover Panel, a Takeover Offer). The purpose of the Scheme is
to provide for Pareteum to become the owner of the entire issued
and to be issued ordinary share capital of Artilium. The Scheme
will be put to Artilium Independent Shareholders at the Court
Meeting and to the Artilium Shareholders at the General Meeting. In
order to become effective, the Scheme must be approved by a
majority in number of the Artilium Independent Shareholders voting
at the Court Meeting, either in person or by proxy, representing at
least 75 per cent. in value of the Scheme Shares voted. The
implementation of the Scheme must also be approved by Artilium
Shareholders at the General Meeting and the Artilium Independent
Shareholders will also be asked to approve the Management
Arrangement.
-- The Acquisition is subject to the Conditions and certain
further terms set out in Appendix I and to the full terms and
conditions of the Acquisition which will be set out in the Scheme
Document. The Conditions include the approval of the Pareteum
Stockholder Resolution in relation to the Acquisition, as further
described in this Announcement. Artilium intends to vote its entire
holding of 3,200,332 common shares in Pareteum in favour of the
Pareteum Stockholder Resolution.
-- The Scheme Document will include full details of the
Acquisition, together with notices of the Court Meeting and General
Meeting, the expected timetable of the Acquisition and will specify
the action to be taken by Artilium Shareholders. It is expected
that the Scheme Document will be despatched to Artilium
Shareholders in July 2018 (to allow sufficient time for preparation
of the Proxy Statement).
-- It is expected that the definitive Proxy Statement,
containing, amongst other things, details of the Acquisition,
notice of the Pareteum Stockholder Meeting, information on the New
Pareteum Shares and a proposal for the Pareteum Stockholder
Resolution, will be posted to Pareteum Stockholders at or around
the same time as the Scheme Document is posted to Artilium
Shareholders, with the Pareteum Stockholder Meeting being held at
or around the same time as the Artilium Meetings.
-- The Acquisition is currently expected to become Effective in
September 2018, subject to the satisfaction or waiver of the
Conditions and certain further terms set out in Appendix I and to
the full terms and conditions of the Acquisition which will be set
out in the Scheme Document.
Commenting on the Acquisition, Jan-Paul Menke, Non-Executive
Chairman of Artilium, said:
"Pareteum and Artilium make a powerful combination. Our Artilium
shareholders are very pleased with this transaction. We have grown
Artilium with several well selected transactions, in addition to
the sales and business development achievements we have produced.
With the now significantly enhanced operating capabilities of the
combined companies, we expect even more opportunities to become
available and further improve the outlook for shareholder growth
and value to be reflected in our business. Bart and I have had a
positive and constructive experience in working with Robert H.
Turner and his Pareteum "TEUM" to now create a very powerful
platform company, and, it is one that we feel has the capability
for significant future growth."
Commenting on the Acquisition, Robert H. Turner, Founder,
Executive Chairman and Principal Executive Officer of Pareteum,
said:
"Artilium and Pareteum have a natural fit when considering the
award-winning products and services that will be combined and
offered, the expansion of addressable markets, making us truly
global in reach, and the resulting improved executive and operating
talent to lead our company to even higher achievements and results.
Since October 2017, we have operated in a strategic alliance with
Artilium, which has had materially positive results. We will now
turn our attention to accelerating this as one company. It has been
a pleasure and great honor to work with Jan-Paul Menke and Bart
Weijermars to combine our companies. The vision of open mobility
and open applications now takes a demonstrable leap forward."
This summary should be read in conjunction with, and is subject
to, the full text of this Announcement and its Appendices. In
particular, the Acquisition is subject to the Conditions and
certain further terms set out in Appendix I and to the full terms
and conditions which will be set out in the Scheme Document.
Appendix II contains details of sources of information and bases of
calculation contained in this Announcement. Appendix III contains
certain details relating to the irrevocable undertakings referred
to in this Announcement. Appendix IV contains the Pareteum Profit
Forecast, and the assumptions, basis of preparation and the
Pareteum Directors' confirmation relating thereto. Appendix V
contains definitions of certain terms used in this
Announcement.
Investor and analyst presentation:
There will be an investor presentation for investors and
research analysts on Friday 8 June 2018 at 11.00 a.m. New York time
/ 4.00 p.m. London time (dial-in instructions below). A copy of the
presentation (and any relevant accompanying oral
presentation/transcript) will be available, subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions, at www.pareteum.com/investors and
www.artilium.com/investors in due course. The content of the
websites referred to in this Announcement are not incorporated into
and do not form part of this Announcement.
Pareteum Corporation Investor Update Conference Call:
Conference ID: 5039786
Participant Dial-In Numbers:
TOLL-FREE 1-866-548-4713
TOLL/INTERNATIONAL 1-323-794-2093
U.K. TOLL +44 (0)330 336 9105
U.K. TOLL FREE 0800 358 6377
Live Webcast: http://public.viavid.com/index.php?id=130055
Enquiries:
Pareteum
Denis McCarthy, SVP Corporate Development Tel: +1 (212) 984
Alex Korff, Company Secretary 1096
Ted O'Donnell, Chief Financial Officer
Jefferies (Financial adviser to Pareteum)
(UK) Simon Brown Tel: +44 (0)20 7029 8000 [--] Tel: +44 (0)20 7029
(US) Timothy Roepke Tel: +1 (212) 284 2300 8000
Jeffrey Snyder
Artilium
Jan-Paul Menke, Non-Executive Chairman Tel: +32 (0) 5023
Bart Weijermars, Chief Executive Officer 0300
Rupert Hutton, Chief Finance Officer
finnCap Ltd (Financial adviser under Rule 3 of the Code,
Nominated Adviser and broker to Artilium)
Jonny Franklin-Adams Tel: +44 (0)20 7220
Henrik Persson 0500
Anthony Adams
Buchanan (Public relations adviser to Artilium)
Chris Lane Tel: +44 (0)20 7466
Jamie Hooper 5000
Important notices
Jefferies International Limited ("Jefferies"), which is
authorised and regulated by the Financial Conduct Authority (the
"FCA") in the United Kingdom, is acting exclusively for Pareteum as
financial adviser and no one else in connection with the
Acquisition and other matters set out in this Announcement and will
not be responsible to anyone other than Pareteum for providing the
protections afforded to clients of Jefferies, or for providing
advice in connection with the Acquisition, the content of this
Announcement or any matter referred to herein. Neither Jefferies
nor any of its subsidiaries, affiliates or branches owes or accepts
any duty, liability or responsibility whatsoever (whether direct,
indirect, consequential, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of
Jefferies in connection with this Announcement, any statement
contained herein or otherwise.
finnCap, which is authorised by and regulated by the FCA in the
United Kingdom, is acting exclusively as financial adviser under
Rule 3 of the Code, nominated adviser and broker to Artilium and no
one else in connection with the Acquisition and other matters
referred to in this Announcement and will not be responsible to
anyone other than Artilium for providing the protections afforded
to clients of finnCap, or for providing advice in connection with
the Acquisition, the content of this Announcement or any matter
referred to herein. Neither finnCap nor any of its subsidiaries or
affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct, indirect, consequential, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of finnCap in connection with this Announcement, any
statement contained herein or otherwise.
Further information
This Announcement is for information purposes only and is not
intended to and does not constitute, or form any part of, an offer
to sell or subscribe for or any invitation to purchase or subscribe
for any securities or the solicitation of any vote or approval in
any jurisdiction pursuant to the Acquisition or otherwise. The
Acquisition will be made solely through the Scheme Document and the
accompanying Forms of Proxy, which will contain the full terms and
conditions of the Acquisition, including details of how to vote in
respect of the Acquisition. Any approval, decision or other
response to the Acquisition should be made only on the basis of the
information in the Scheme Document. Artilium Shareholders are
strongly advised to read the formal documentation in relation to
the Acquisition once it has been despatched.
This Announcement has been prepared for the purpose of complying
with the laws of England and Wales, the AIM Rules and the Code and
the information disclosed may not be the same as that which would
have been disclosed if this Announcement had been prepared in
accordance with the laws of jurisdictions outside the United
Kingdom.
The statements contained in this Announcement are made as at the
date of this Announcement, unless some other time is specified in
relation to them, and service of this Announcement shall not give
rise to any implication that there has been no change in the facts
set forth in this Announcement since such date.
Pareteum will prepare the Proxy Statement to be distributed to
Pareteum Stockholders, containing, amongst other things, details of
the Acquisition, notice of the Pareteum Stockholder Meeting,
information on the New Pareteum Shares and a proposal for the
Pareteum Stockholder Resolution. Pareteum urges Artilium
Shareholders to read the Scheme Document carefully when it becomes
available because it will contain important information in relation
to the Acquisition and the New Pareteum Shares. Pareteum also urges
Pareteum Stockholders to read the Proxy Statement carefully when it
becomes available.
Any vote in respect of resolutions to be proposed at the
Artilium Meetings or the Pareteum Stockholder Meeting to approve
the Acquisition, the Scheme or related matters should be made only
on the basis of the information contained in the Scheme Document
or, in the case of Pareteum Stockholders, the Proxy Statement.
This Announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas shareholders
The release, publication or distribution of this Announcement in
or into jurisdictions other than the UK may be restricted by law
and therefore any persons who are subject to the law of any
jurisdiction other than the UK should inform themselves about, and
observe, any applicable legal or regulatory requirements. In
particular the ability of persons who are not resident in the UK to
vote their Artilium Shares at the Court Meeting or General Meeting,
or to appoint another person as proxy to vote at the Court Meeting
or General Meeting on their behalf, may be affected by the laws of
the relevant jurisdictions in which they are located. Any failure
to comply with the applicable restrictions may constitute a
violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law, the companies and
persons involved in the Acquisition disclaim any responsibility or
liability for the violation of such restrictions by any person.
This Announcement has been prepared for the purpose of complying
with the laws of England and Wales, the AIM Rules and the Code and
the information disclosed may not be the same as that which would
have been disclosed if this Announcement had been prepared in
accordance with the laws of jurisdictions outside of England and
Wales. Unless otherwise determined by Pareteum or required by the
Code, and permitted by applicable law and regulation, the
Acquisition will not be made available directly or indirectly in,
into or from a Restricted Jurisdiction where to do so would violate
the laws in that jurisdiction and no person may vote in favour of
the Acquisition by use of mail or any other means or
instrumentality (including, without limitation, facsimile, email or
other electronic transmission, telex or telephone) of interstate or
foreign commerce of, or any facility of a national, state or other
securities exchange of, any Restricted Jurisdiction.
Copies of this Announcement and any formal documentation
relating to the Acquisition will not be and must not be, directly
or indirectly, mailed or otherwise forwarded, distributed or sent
in, into or from any Restricted Jurisdiction or any jurisdiction
where to do so would violate the laws of that jurisdiction and
persons receiving such documents (including custodians, nominees
and trustees) must not mail or otherwise forward, distribute or
send them in, into or from any Restricted Jurisdiction. Doing so
may render invalid any related purported vote in respect of the
Acquisition. If the Acquisition is implemented by way of a Takeover
Offer (unless otherwise permitted by applicable law or regulation),
the Acquisition may not be made, directly or indirectly, in or into
or by use of mail or any other means or instrumentality (including,
without limitation, facsimile, email or other electronic
transmission, telex or telephone) of interstate or foreign commerce
of, or any facility of a national, state or other securities
exchange of, any Restricted Jurisdiction and the Acquisition will
not be capable of acceptance by any such use, means,
instrumentality or facilities or from within any Restricted
Jurisdiction.
The availability of New Pareteum Shares pursuant to the
Acquisition to Artilium Shareholders who are not resident in the UK
or the ability of those persons to hold such shares may be affected
by the laws or regulatory requirements of the relevant
jurisdictions in which they are resident. Persons who are not
resident in the UK should inform themselves of, and observe, any
applicable legal or regulatory requirements.
Additional information for US investors
In connection with the Acquisition, Pareteum intends to file
with the SEC a Proxy Statement of Pareteum. Pareteum may also file
additional documents with the SEC in relation to the
Acquisition.
The Acquisition relates to the shares of a UK company and is
being made by means of a scheme of arrangement provided for under
the laws of England and Wales. A transaction effected by means of a
scheme of arrangement is not subject to the tender offer rules
under the US Exchange Act and is exempt from the registration
requirements under the US Securities Act. Accordingly, the
Acquisition will be subject to disclosure requirements and
practices applicable in the UK and to schemes of arrangement under
the laws of England and Wales, which are different from the
disclosure and other requirements of a US tender offer and US
securities laws.
It may be difficult for US holders of Artilium Shares to enforce
their rights and any claims they may have arising under US federal
securities laws in connection with the Acquisition, since Artilium
is organised under the laws of a country other than the US, and
some or all of its officers and directors may be residents of
countries other than the US, and most of the assets of Artilium are
located outside of the US. US holders of Artilium Shares may not be
able to sue a non-US company or its officers or directors in a
non-US court for violations of US securities laws. Further, it may
be difficult to compel a non-US company and its affiliates to
subject themselves to a US court's jurisdiction or judgment.
The Acquisition may, in the circumstances provided for in this
Announcement, instead be carried out by way of a Takeover Offer
under the laws of England and Wales. If Pareteum exercises its
right to implement the Acquisition by way of a Takeover Offer, such
Takeover Offer will be made in compliance with applicable US tender
offer and securities laws and regulations, including the exemptions
therefrom. In accordance with normal UK practice, Pareteum or its
nominees, or its brokers (acting as agents), may from time to time
make certain purchases of, or arrangements to purchase, Artilium
Shares outside of the US, other than pursuant to the Acquisition,
until the date on which the Acquisition becomes effective, lapses
or is otherwise withdrawn. These purchases may occur either in the
open market at prevailing prices or in private transactions at
negotiated prices. Any information about such purchases will be
disclosed, as required in the UK, will be reported to a Regulatory
Information Service and will be available on the London Stock
Exchange website at www.londonstockexchange.com.
This Announcement may be deemed to be solicitation material in
respect of the proposed acquisition of Artilium by Pareteum,
including the issuance of the New Pareteum Shares in respect of the
Acquisition. In connection with the foregoing proposed issuance of
New Pareteum Shares, Pareteum expects to file a Proxy Statement on
Schedule 14A with the SEC. INVESTORS AND SECURITY HOLDERS OF
PARETEUM ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMMENTS
OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN
CONNECTION WITH THE ACQUISITION THAT PARETEUM WILL FILE WITH THE
SEC WHEN SUCH MATERIALS BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT PARETEUM, THE PROPOSED ISSUANCE OF THE
NEW PARETEUM SHARES AND THE ACQUISITION. The preliminary Proxy
Statement, the definitive Proxy Statement, in each case as
applicable, and other relevant materials in connection with the
proposed issuance of the New Pareteum Shares and the Acquisition
(when they become available), and, if required, the registration
statement/prospectus and other documents filed by Pareteum with the
SEC, may be obtained free of charge at the SEC's website at
www.sec.gov. In addition, investors and security holders may obtain
free copies of the documents filed with the SEC at Pareteum's
website, www.pareteum.com, or by contacting Pareteum's Investor
Relations department in writing at 1185 Avenue of the Americas,
37th floor, New York, NY 10036, United States of America, or by
e-mail at InvestorRelations@pareteum.com.
To the extent Pareteum effects the acquisition of Artilium as a
scheme of arrangement under the laws of England and Wales, the New
Pareteum Shares to be issued in the acquisition will be issued in
reliance on the exemption from the registration requirements of the
U.S. Securities Act provided by Section 3(a)(10) thereof. Artilium
will advise the Court that its sanction of the scheme of
arrangement will be relied upon by Artilium and Pareteum as an
approval of the scheme of arrangement following a hearing on its
fairness to Artilium shareholders at which hearing all such
shareholders are entitled to attend in person or through counsel to
support or oppose the sanctioning of the scheme of arrangement and
with respect to which notification has been given to all Artilium
shareholders. In the event that Pareteum determines to effect the
Acquisition pursuant to a Takeover Offer or otherwise in a manner
that is not exempt from the registration requirements of the US
Securities Act, it will file a registration statement with the SEC
containing a prospectus with respect to the New Pareteum Shares
that would be issued in the Acquisition. In this event, Artilium
Shareholders are urged to read these documents and any other
relevant documents filed with the SEC, as well as any amendments or
supplements to those documents, because they will contain important
information, and such documents will be available free of charge at
the SEC's website at www.sec.gov or by directing a request to
Pareteum's contact for enquiries identified above. Neither the SEC
nor any U.S. state securities commission has approved or
disapproved of the New Pareteum Shares to be issued in connection
with the Acquisition, or determined if this Announcement is
accurate or complete. Any representation to the contrary is a
criminal offence in the U.S.
Pareteum believes that Pareteum, Artilium, their respective
directors and certain Pareteum executive officers may be deemed to
be participants in the solicitation of proxies from Pareteum
Stockholders with respect to the Acquisition, including the
proposed issuance of New Pareteum Shares. Information about
Pareteum's directors and executive officers and their ownership of
Pareteum Shares is set out in Pareteum's Annual Report on Form 10-K
for the fiscal year ended 31 December 2017, which was filed with
the SEC on 30 March 2018 and Pareteum's proxy statement for its
2017 Annual Meeting of Stockholders, which was filed with the SEC
on 27 July 2017. Information regarding the identity of the
potential participants, and their direct or indirect interests in
the solicitation, by security holdings or otherwise, will be set
out in the Proxy Statement and other materials to be filed with the
SEC in connection with the Acquisition and issuance of New Pareteum
Shares.
Notes regarding the New Pareteum Shares
The New Pareteum Shares to be issued pursuant to the Acquisition
have not been and will not be registered under the relevant
securities laws of Japan and the relevant clearances have not been,
and will not be, obtained from the securities commission of any
province of Canada. No prospectus in relation to the New Pareteum
Shares has been, or will be, lodged with, or registered by, the
Australian Securities and Investments Commission. Accordingly, the
New Pareteum Shares are not being, and may not be, offered, sold,
resold, delivered or distributed, directly or indirectly in or into
Australia, Canada or Japan or any other jurisdiction if to do so
would constitute a violation of relevant laws of, or require
registration thereof in, such jurisdiction (except pursuant to an
exemption, if available, from any applicable registration
requirements or otherwise in compliance with all applicable
laws).
Forward-looking statements
This Announcement includes forward-looking statements within the
meaning of Section 27A of the US Securities Act and Section 21E of
the US Exchange Act. These forward-looking statements are based on
current expectations and projections about future events.
Pareteum's actual results may differ materially from those
discussed herein, or implied by, these forward-looking statements.
Forward-looking statements are generally identified by words such
as "believe," "expect," "anticipate," "intend," "estimate," "plan,"
"project," "should," "will," "would," "could, " "continue,"
"likely" or the negative or plural of such words and other similar
expressions. In addition, any statements that refer to expectations
or other characterizations of future events or circumstances are
forward-looking statements. The statements that contain these or
similar words should be read carefully because these statements
discuss Pareteum's future expectations, contain projections of
Pareteum's future results of operations or of Pareteum's financial
position, business strategy, short-term and long-term business
operations and objectives, financial needs and other
"forward-looking" information. These forward-looking statements are
subject to a number of risks, uncertainties and assumptions,
including, without limitation: the risk that the Acquisition is not
completed on a timely basis or at all; the ability to integrate
Artilium into Pareteum's business successfully and the amount of
time and expense spent and incurred in connection with the
integration; the possibility that competing offers will be made;
the risk that the economic benefits and other synergies that
Pareteum management anticipates as a result of the Acquisition are
not fully realized or take longer to realize than expected; the
risk that certain risks and liabilities associated with the
Acquisition have not been discovered; the risk that the approval of
Artilium shareholders of the Acquisition or the approval of
Pareteum stockholders of the Pareteum Stockholder Resolution may
not be obtained or that other Conditions of the Acquisition will
not be satisfied; changes in global or local political, economic,
business, competitive, market and regulatory forces; changes in
exchange and interest rates; changes in tax and other laws or
regulations; future business combinations or disposals; operating
costs, customer loss and business disruption (including
difficulties in maintaining relationships with employees, customers
or suppliers) occurring prior to completion of the Acquisition or
if the Acquisition is not completed at all; changes in the market
price of shares of Pareteum or Artilium; and changes in the
economic and financial conditions of the businesses of Pareteum or
Artilium.
The foregoing does not represent an exhaustive list of risks.
Additional factors are described in Pareteum's public filings with
the SEC, and other factors will be described in the Proxy
Statement. Moreover, Pareteum operates in a very competitive and
rapidly changing environment. New risks emerge from time to time.
It is not possible for Pareteum's management to predict all risks,
nor can Pareteum assess the impact of all factors on its business
or the extent to which any factor, or combination of factors, may
cause actual results to differ materially from those contained in
any forward-looking statements Pareteum may make. In light of these
risks, uncertainties and assumptions, the future events and trends
discussed in this Announcement may not occur and actual results
could differ materially and adversely from those anticipated or
implied in the information in this Announcement.
Any forward-looking statements in this Announcement are not
guarantees of future performance, and actual results, developments
and business decisions may differ from those contemplated by those
forward-looking statements, possibly materially. Accordingly, you
should not place undue reliance on any such forward-looking
statements. All forward-looking statements included in this
Announcement are based on information available to Pareteum
management on the date of such information. Except to the extent
required by applicable laws or rules, Pareteum undertakes no
obligation to publicly update or revise any forward-looking
statement, whether as a result of new information, future events or
otherwise. All subsequent written and oral forward-looking
statements attributable to Pareteum or persons acting on its behalf
are expressly qualified in their entirety by the cautionary
statements contained throughout this Announcement.
No profit forecasts or estimates
The Pareteum Profit Forecast is a profit forecast for the
purposes of Rule 28 of the Code. The Pareteum Profit Forecast, the
assumptions and basis of preparation on which the Pareteum Profit
Forecast is based and the Pareteum Directors' confirmation, as
required by Rule 28.1 of the Code, are set out in Appendix IV.
Other than in respect of the Pareteum Profit Forecast, no
statement in this Announcement is intended as a profit forecast or
estimate for any period and no statement in this Announcement
should be interpreted to mean that earnings or earnings per
ordinary share for Artilium or Pareteum for the current or future
financial years would necessarily match or exceed the historical
published earnings or earnings per ordinary share for Artilium or
Pareteum.
Right to switch to a Takeover Offer
Pareteum reserves the right to elect, with the consent of the
Takeover Panel, to implement the Acquisition by way of a Takeover
Offer for the entire issued and to be issued ordinary share capital
of Artilium as an alternative to the Scheme. In such an event, the
Takeover Offer will be implemented on the same terms or, if
Pareteum so decides, on such other terms being no less favourable
(subject to appropriate amendments), so far as applicable, as those
which would apply to the Scheme and subject to the amendment
referred to in Appendix I to this Announcement.
Rule 2.9 disclosures
In accordance with Rule 2.9 of the Code, as at close of business
on the Last Practicable Date, there were 354,891,582 Artilium
Shares in issue and admitted to trading on AIM. There are no
Artilium Shares held in treasury. The ISIN Number for the Artilium
Shares is GB00B1L7NQ30.
In accordance with Rule 2.9 of the Code, as at close of business
on the Last Practicable Date, there were 54,664,827 Pareteum Shares
issued and outstanding and listed for trading on the NYSE American.
There are no Pareteum Shares held in treasury. The ISIN Number for
the Pareteum Shares is US69946T2078.
Publication on website and availability of hard copies
In accordance with Rule 26.1 of the Code, a copy of this
Announcement will be made available (subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions), free of charge, on Pareteum's website at
www.pareteum.com/investors and on Artilium's website at
www.artilium.com/investors by no later than 12:00 noon on the
Business Day following this Announcement. Neither the contents of
this website nor the content of any other website accessible from
hyperlinks on such websites is incorporated into, or forms part of,
this Announcement.
In accordance with Rule 30.3 of the Code, a person so entitled
may request a hard copy of this Announcement, free of charge, by
contacting Jefferies on +44 (0)20 7029 8000 or finnCap on +44 (0)20
7220 0500. For persons who receive a copy of this Announcement in
electronic form or via a website notification, a hard copy of this
Announcement will not be sent unless so requested. In accordance
with Rule 30.3 of the Code, a person so entitled may also request
that all future documents, announcements and information to be sent
to them in relation to the Acquisition should be in hard copy
form.
Information relating to Artilium Shareholders
Please be aware that addresses, electronic addresses and certain
information provided by Artilium Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Artilium may be provided to Pareteum during the
Offer Period as required under section 4 of Appendix 4 of the
Code.
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of: (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 p.m. (London time) on the 10th Business Day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 p.m. (London time) on the 10th Business Day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each
of: (i) the offeree company and (ii) any securities exchange
offeror, save to the extent that these details have previously been
disclosed under Rule 8. A Dealing Disclosure by a person to whom
Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London
time) on the Business Day following the date of the relevant
dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror, and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Takeover Panel's Market
Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as
to whether you are required to make an Opening Position Disclosure
or a Dealing Disclosure.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION
For immediate release
This announcement contains inside information
7 June 2018
RECOMMED SHARE AND CASH OFFER
for
ARTILIUM PLC
by
PARETEUM CORPORATION
to be effected
by way of a scheme of arrangement
under Part 26 of the Companies Act 2006
1. Introduction
The boards of Pareteum Corporation (NYSE American: TEUM,
"Pareteum") and Artilium plc (AIM: ARTA, "Artilium") are pleased to
announce that they have reached agreement on the terms of a
recommended share and cash offer to be made by Pareteum for the
entire issued and to be issued ordinary share capital of Artilium
not already owned by Pareteum (the "Acquisition").
Pareteum currently holds 27,695,177 Artilium Shares,
representing approximately 7.80 per cent. of the issued share
capital of Artilium. Artilium currently holds 3,200,332 common
shares in Pareteum, representing 5.85 per cent. of Pareteum's
issued and outstanding share capital, which will be cancelled on
completion of the Acquisition.
It is intended that the Acquisition will be implemented by way
of a Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act. Pareteum reserves the right to elect, with the
consent of the Takeover Panel, to implement the Acquisition by way
of a Takeover Offer for the entire issued and to be issued ordinary
share capital of Artilium as an alternative to the Scheme.
This Announcement was prepared in accordance with the
requirements of the UK City Code on Takeovers and Mergers. In
connection with the Acquisition, Pareteum intends to file a Proxy
Statement with the SEC. Pareteum may also file additional documents
with the SEC in relation to the Acquisition. Pareteum urges
Pareteum Stockholders to read these materials carefully when they
become available.
2. The Acquisition
Under the terms of the Acquisition, which will be subject to the
Conditions and certain further terms set out in Appendix I and to
the full terms and conditions which will be set out in the Scheme
Document, each Artilium Shareholder will be entitled to
receive:
0.1016 New Pareteum Shares and 1.9 pence in cash per Artilium
Share
The Acquisition values each Artilium Share at 19.55 pence and
the entire issued and to be issued ordinary share capital of
Artilium at approximately GBP78 million, based on Pareteum's
closing share price of $2.33 on the Last Practicable Date and a
GBP:USD exchange rate of 1.3413.
The implied value of 19.55 pence per Artilium Share represents a
premium of approximately:
-- 18.48 per cent. to the Closing Price of 16.5 pence per
Artilium Share on the Last Practicable Date;
-- 18.89 per cent. to the Volume Weighted Average Price per
Artilium Share during the one month period ended on the Last
Practicable Date;
-- 30.04 per cent. to the Volume Weighted Average Price per
Artilium Share during the three month period ended on the Last
Practicable Date; and
-- 136.96 per cent. to the Closing Price of 8.25 pence per
Artilium Share on 13 October 2017 (being the last Business Day
prior to the date of Artilium's announcement of its strategic
alliance with Pareteum).
The Acquisition represents an implied Enterprise Value / LTM
Revenue 31 December 2017 multiple for Artilium of 4.3x.[3]
Following completion of the Acquisition, Pareteum Stockholders
will hold approximately 57.62 per cent., and Artilium Shareholders
will hold approximately 42.38 per cent., of Pareteum's enlarged
issued share capital. Pareteum Stockholders will hold approximately
64.86 per cent., and Artilium Shareholders will hold approximately
35.14 per cent., of Pareteum's enlarged fully diluted share capital
on completion of the Acquisition Pareteum has agreed that, on
completion of the Acquisition, Bart Weijermars will be engaged as
Chief Executive Officer of Pareteum Europe BV in accordance with
the terms of the Management Services Agreement.
The transaction is expected to deliver compelling financial
benefits for the shareholders of both Pareteum and Artilium,
including significant accretion to Pareteum's Non-GAAP earnings per
share[4], strong growth in pro forma operating cashflow generation
and material cost and revenue synergies.
The Artilium Shares will be acquired by Pareteum fully paid and
free from all liens, equitable interests, charges, encumbrances,
rights of pre-emption and any other third party rights or interests
whatsoever and together with all rights existing at the date of
this Announcement or thereafter attaching thereto, including
(without limitation) the right to receive and retain, in full, all
dividends and other distributions (if any) declared, made or paid
or any other return of capital (whether by way of reduction of
share capital or share premium account or otherwise) made on or
after the date of this Announcement in respect of the Artilium
Shares.
If any dividend or other distribution in respect of the Artilium
Shares is declared, paid or made on or after the date of this
Announcement, Pareteum reserves the right to reduce the
consideration payable for each Artilium Share under the terms of
the Acquisition by the amount per Artilium Share of such dividend
or distribution.
3. Recommendations
The Artilium Recommending Directors, who have been so advised by
finnCap as to the financial terms of the Acquisition, consider the
terms of the Acquisition to be fair and reasonable. In providing
its advice to the Artilium Recommending Directors, finnCap has
taken into account the commercial assessments of the Artilium
Recommending Directors.
Accordingly, the Artilium Recommending Directors intend to
recommend unanimously that Artilium Independent Shareholders vote
or procure votes in favour of the Scheme at the Court Meeting and
the Resolutions to be proposed at the General Meeting, as the
Artilium Recommending Directors have irrevocably undertaken to do
in respect of their own beneficial holdings of 71,122,994 Artilium
Shares (representing, in aggregate, approximately 20.04 per cent.
of the Artilium Shares in issue on the Last Practicable Date).
In addition, the Pareteum Directors consider the Acquisition to
be in the best interests of Pareteum and the Pareteum Stockholders
and intend to recommend unanimously that Pareteum Stockholders vote
in favour of the Pareteum Stockholder Resolution at the Pareteum
Stockholder Meeting which will be convened in connection with the
Acquisition. Artilium intends to vote its entire holding of
3,200,332 common shares in Pareteum in favour of the Pareteum
Stockholder Resolution.
4. Background to and reasons for the Acquisition
The Pareteum Directors and the Artilium Recommending Directors
recognise that the businesses are a natural fit. Since announcing
the strategic alliance between Pareteum and Artilium in October
2017, the Pareteum Directors and the Artilium Recommending
Directors have been incredibly pleased by the way the businesses
have successfully collaborated and by their customers' enthusiasm
for the partnership. In the few months since the alliance was
launched, the two companies have collaborated on at least 18
opportunities, resulting in 7 sales wins and an increasing pipeline
of potential deals to pursue. Pareteum estimates that over $65
million has been added to its 36-month contractual revenue backlog
as a direct result of the engagement. The Pareteum Directors and
the Artilium Recommending Directors also consider that the two
management teams have worked well together and proven to be highly
complementary.
The Pareteum Directors and the Artilium Recommending Directors
believe there is considerable industrial logic for bringing the two
companies together, underpinned by four key principles:
1) Expansion: Together, Pareteum and Artilium can offer
customers a more complete enterprise and retail product offering,
increasing penetration of the combined existing customer base. With
this expanded product set, the combined business will be better
positioned to acquire new customers, thereby diversifying revenue
streams. The combination would also provide an immediate path for
cross-selling into the companies' respective geographic markets,
particularly within Northern Europe, Asia and the Americas, while
creating a larger base from which to expand into new markets.
2) Scale: Combining Pareteum and Artilium will create a leading
provider of cloud communications software and services and a
significant opportunity to realize the benefits of a scaled
organization. The Combined Group would have pro-forma FY2018
revenues of $49.0 million[5]. For example, the Combined Group will
be able to reduce carrier fees and cloud costs through greater
purchasing volumes, making each sale more profitable. The Combined
Group will realise opportunities to reduce corporate overheads and
to realise capital expenditure savings through more efficient space
and hardware utilization. These savings can be reinvested to
accelerate product and technology development and support revenue
growth.
3) Capital: The Combined Group will have a greatly enhanced
financial profile with which to access the capital markets. The
Pareteum Directors and the Artilium Recommending Directors believe
that, as a combined company, third party capital will be available
on significantly improved terms to accelerate the growth story of
the Combined Group. Furthermore, as a larger company with a
stronger financial profile and a more diverse shareholder base, the
Pareteum Directors and the Artilium Recommending Directors believe
that the Combined Group could have greater coverage from equity
research analysts, enhancing the profile of the Combined Group with
the investor community. Artilium Shareholders will also benefit
from the much greater liquidity of Pareteum's shares.
4) Platform: With an expanded product portfolio and customer
base, a scaled and right-sized cost structure, and an enhanced
financial profile with greater access to capital markets, the
Pareteum Directors and the Artilium Recommending Directors believe
that the Combined Group will provide a strong platform for
acquisitions. The Pareteum Directors and the Artilium Recommending
Directors believe that the Combined Group will be the buyer of
choice for many sellers. The Pareteum Directors and the Artilium
Recommending Directors believe that there is a strong pipeline of
potential add-on M&A available to the combined company that
will be value-enhancing for shareholders.
Furthermore, the Pareteum Directors and the Artilium
Recommending Directors believe that the Acquisition offers the
opportunity for their respective shareholders to benefit from the
significant long term value creation that is expected to be
unlocked by the combination, as well as offering Artilium
Shareholders a partial liquidity event.
5. Background to and reasons for the Artilium Recommending Directors' recommendation
As further described in Artilium's recent interim financial
statements, the Artilium Recommending Directors believe that
Artilium is strongly placed for the future. Momentum has been
established across key financial and operating priorities, an
exciting range of product and service offerings has been
established, and continues to be developed, across geographies and
market sectors, with a diverse portfolio of customers. The success
of the acquisition of IDM, in particular, shows the great potential
for Artilium to continue to grow by acquisition as well as
organically.
Notwithstanding this confidence in Artilium's prospects, the
Artilium Recommending Directors recognise that the Acquisition
presents a highly compelling proposition for Artilium, its
shareholders and wider stakeholders on financial and operating
levels.
From a financial perspective, the Artilium Recommending
Directors agree that the premia implied by the Acquisition to the
price of an Artilium Share over a range of timeframes, as set out
above, are compelling. Furthermore, that an Artilium Shareholder
stands to receive a mix of shares and cash is attractive: the
Combined Group is well placed to generate significant long term
value whilst Artilium Shareholders can benefit from a greater
liquidity to trading Pareteum's shares than is currently available
for Artilium's shares. The Artilium Recommending Directors welcome
the cash portion of the consideration as a partial liquidity
event.
The Artilium Recommending Directors also acknowledge a strong
commercial logic to the combination of these two businesses,
evidenced by the manner in which Artilium, its employees and its
customers have benefitted considerably from working in alliance
with Pareteum since October 2017.
The Combined Group has the clear potential to present to the
market a broader and more complete product offering, will benefit
from greater scale and access to capital on superior terms than at
present, which together would create a strong platform for growth.
Whilst noting with regret that achieving the benefits of the
Combined Group will entail headcount reductions on both sides and
that there is potential for places of business to be combined, the
Artilium Recommending Directors welcome that Pareteum has confirmed
that all existing employment rights and pensions of Artilium's
employees will be respected.
Following consideration of the above factors, the Artilium
Recommending Directors believe that the terms of the Acquisition
are in the best interests of Artilium Shareholders as a whole and
unanimously intend to recommend that Artilium Shareholders vote in
favour of the Acquisition.
6. Conditions
The Acquisition is conditional, amongst other things, upon:
(a) the approval of the Pareteum Stockholder Resolution by a
majority of votes cast by Pareteum Stockholders at the Pareteum
Stockholder Meeting by no later than the Long Stop Date;
(b) the approval of the Scheme by a majority in number
representing not less than 75 per cent. in value of the Artilium
Independent Shareholders entitled to vote and present and voting,
either in person or by proxy, at the Court Meeting (or at any
adjournment, postponement or reconvention of such meeting) on or
before the 22nd day after the expected date of the Court Meeting to
be set out in the Scheme Document in due course (or such later
date, if any, as may be agreed between Pareteum and Artilium and
the Court may allow);
(c) the passing of the Resolutions (other than the Resolution to
approve the Management Arrangement) by the requisite majority at
the General Meeting to be held on or before the 22nd day after the
expected date of the General Meeting to be set out in the Scheme
Document in due course (or such later date, if any, as Pareteum and
Artilium may agree and the Court may allow);
(d) the passing of the Resolution to approve the Management
Arrangement by the requisite majority of the Artilium Independent
Shareholders at the General Meeting to be held on or before the
22nd day after the expected date of the General Meeting to be set
out in the Scheme Document in due course (or such later date, if
any, as Pareteum and Artilium may agree and the Court may
allow);
(e) the approval of the listing of the New Pareteum Shares by
the NYSE American by no later than the Long Stop Date; and
(f) the sanction of the Scheme on or before the 22nd day after
the expected date of the Court Hearing to be set out in the Scheme
Document in due course (or such later date, if any, as may be
agreed between Pareteum and Artilium and the Court may allow) and
the delivery of an office copy of the Court Order to the Registrar
of Companies.
The attention of Artilium Shareholders is drawn to the fact that
the Acquisition is also conditional on other Conditions and certain
further terms set out in Appendix I and to the full terms and
conditions which will be set out in the Scheme Document.
It is expected that the Scheme Document, along with the notice
of the Court Meeting and the General Meeting and the Forms of Proxy
will be despatched to Artilium Shareholders in July 2018 (to allow
sufficient time for preparation of the Proxy Statement).
It is expected that the definitive Proxy Statement, containing
details of the Acquisition and notice of the Pareteum Stockholder
Meeting, will be posted to Pareteum Stockholders at or around the
same time as the Scheme Document is posted to Artilium
Shareholders, with the Pareteum Stockholder Meeting being held at
or around the same time as the Artilium Meetings.
7. Irrevocable undertakings for Artilium
Pareteum has received irrevocable undertakings to vote or
procure votes in favour of the Scheme at the Court Meeting and the
Resolutions to be proposed at the General Meeting (or, if Pareteum
exercises its right to implement the Acquisition by way of Takeover
Offer, to accept such offer) from all of the Artilium Recommending
Directors who hold Artilium Shares (in a personal capacity or
through a nominee) in respect of their entire beneficial holdings
of Artilium Shares, amounting, in aggregate, to 71,122,994 Artilium
Shares (representing, in aggregate, approximately 20.04 per cent.
of the Artilium Shares in issue on the Last Practicable Date). In
addition to the irrevocable undertakings from the Artilium
Recommending Directors, Pareteum has received an irrevocable
undertaking to vote or procure votes in favour of the Scheme at the
Court Meeting and the Resolutions to be proposed at the General
Meeting (or, if Pareteum exercises its right to implement the
Acquisition by way of a Takeover Offer, to accept such offer), save
for the Resolution to approve the Management Arrangement on which
he is not allowed to vote, from Bart Weijermars in respect of
2,423,633 Artilium Shares (representing, in aggregate,
approximately 0.68 per cent. of the Artilium Shares in issue on the
Last Practicable Date).
In addition to the irrevocable undertakings from the Artilium
Directors, Pareteum has received irrevocable undertakings from
various other shareholders (as detailed in Appendix III) to vote or
procure votes in favour of the Scheme at the Court Meeting and the
Resolutions to be proposed at the General Meeting (or, if Pareteum
exercises its right to implement the Acquisition by way of a
Takeover Offer, to accept such offer), in respect of 141,887,365
Artilium Shares (representing, in aggregate, approximately 39.98
per cent. of the Artilium Shares in issue on the Last Practicable
Date).
Therefore, as at the date of this Announcement, Pareteum has
received irrevocable undertakings to vote or procure votes in
favour of:
-- the Scheme at the Court Meeting in respect of a total of
213,010,359 Artilium Shares (representing approximately 60.43 per
cent. of the Artilium Shares in issue and held by Artilium
Independent Shareholders on the Last Practicable Date);
-- the Resolution to approve the Management Arrangement to be
proposed at the General Meeting in respect of a total of
213,010,359 Artilium Shares (representing approximately 60.43 per
cent. of the Artilium Shares in issue and held by Artilium
Independent Shareholders on the Last Practicable Date); and
-- the other Resolutions to be proposed at the General Meeting
in respect of a total of 215,433,992 Artilium Shares (representing
approximately 60.70 per cent. of the Artilium Shares in issue on
the Last Practicable Date).
Full details of the irrevocable undertakings received by
Pareteum and Artilium are set out in Appendix III to this
Announcement.
8. Information on Pareteum
Pareteum is a leading global provider of mobile communications
technology platforms and high-value services that increase revenues
and reduce costs for its customers globally with a
Software-as-a-Service (SaaS) business model and a diverse customer
base that ranges from small tech companies to some of the largest
mobile networks in the world. Organizations use Pareteum to
energize their growth and profitability through cloud communication
services and complete turnkey solutions featuring relevant content,
applications, and connectivity worldwide. Pareteum's platform
services partners (technologies integrated into Pareteum's cloud)
include: HPE, IBM, Sonus, Oracle, Microsoft, and other world class
technology providers. All of the relevant customer acquired value
is derived from Pareteum's award winning software, developed and
enhanced over many years. By harnessing the value of
communications, Pareteum serves enterprise, retail and IoT
customers. Pareteum currently has offices in New York, Sao Paulo,
Madrid, Barcelona, Bahrain and the Netherlands. Pareteum is listed
on the NYSE American (NYSE American: TEUM).
The Pareteum Profit Forecast is set out in full in Appendix IV,
together with the assumptions, basis of preparation and the
Pareteum Directors' confirmation relating thereto.
9. Information on Artilium
Artilium is an innovative software development company active in
the enterprise communications and core telecommunication markets
delivering software solutions which layer over disparate fixed,
mobile and IP networks to enable the deployment of converged
communication services and applications.
In broad terms, Artilium provides services to both telecom
infrastructure customers (across Mobile Network Operators (MNOs),
Mobile Virtual Network Operators (MVNOs), Mobile Virtual Network
Enablers (MVNEs), Fixed and Alternative Operators, Hosting
Providers, System Integrators and Managed Service Providers) such
as Proximus and Telenet, as well as enterprise customers, such as
Philips. Across products and businesses, Artilium provides services
to more than 20 million end-users.
Artilium and Pareteum have since October 2017 benefitted from a
strategic alliance entered into with the intention of jointly
pursuing new and developed markets, accelerating growth and
increasing market penetration for both Artilium and Pareteum.
Artilium's core product offering is the ARTA(R) platform, a
mobile enablement platform which allows network operators to open
networks to third party developers and launch new services in a
flexible manner. Artilium can provide its customers with a bespoke
version of its ARTA Service Delivery Platform, suitably tailored
for the needs of the user, or as a product suite from the cloud as
a PaaS (Platform as a Service).
The ARTA platform can support multiple configurations depending
upon the requirements of the operator and/or managed services
provider. For example:
-- network operators can provide third-party developers with
access to their network, allowing that third party to benefit from
the rapid applications and services delivery models of the web in
delivering a new wave of mobile services;
-- cable companies innovating with "triple-play" offerings
(being the classic offering of TV/broadband Internet/home phone
bundles) and "quad-play" offerings (adding mobile to the
"triple-play") can deliver, monetize and manage new
revenue-generating services such as pay-per-download, toll-free and
premium number services, segmented mobile offerings and online
self-care;
-- companies which are delivering connected devices, smart home
solutions and other connected applications are supported by the
specific functionality designed for the IoT (Internet of Things)
segment.
Artilium Group's other significant trading businesses
include:
-- Interactive Digital Media GmbH ("IDM"), an international
cloud communications provider headquartered in Lubeck, Germany
which was acquired by Artilium in January 2018. IDM is focussed on
providing enterprise messaging and communication, cost-efficient
SMS wholesale and application-to-person SMS hubbing directly to
internet OTT (Over The Top) clients. Its customers include MNOs as
well as large corporates. IDM is an Associate Member of the GSMA
and a certified Open Connectivity Solution Provider;
-- United Telecom NV, a provider and reseller of
telecommunications services in Belgium and the Netherlands,
headquartered in Rotselaar, Belgium. Its telecom operating services
include the development and sale of carrier grade services for
telecom service providers, including fixed, mobile, and VoIP (Voice
over IP). United Telecom NV uses ARTA technology to provide managed
services to MVNOs and enterprises, and has several of its own
brands with which it offers its services directly to its
customers;
-- Artilium BV (operating under the trade names Comsys and
Livecom), which operates from Soesterberg, the Netherlands, and
provides interactive telephony services, multi channel call centre
solutions and value-added communication services such as voicemail,
call routing, smart roaming as well as voice services to large
telecommunication as well as enterprise customers.
Artilium is a Microsoft Gold Certified Partner and enjoys a
close working relationship with the company.
10. Artilium Management Options
Appropriate proposals in accordance with Rule 15 of the Code
will be made to holders of options over shares in Artilium
(including the Artilium Management Options).
11. Financing
Pareteum will finance the cash consideration payable to Artilium
Shareholders pursuant to the Acquisition from existing cash
resources.
Jefferies, as financial adviser to Pareteum, is satisfied that
sufficient cash resources are available to Pareteum to enable it to
satisfy in full the cash consideration payable to Artilium
Shareholders in connection with the Acquisition.
12. Management, employees and locations of the Artilium Group
As summarised at paragraph 4 (Background to and reasons for the
Acquisition) above, the Pareteum Directors and the Artilium
Recommending Directors recognise that the businesses are a natural
fit, there is considerable industrial logic for bringing the two
companies together, and the Acquisition offers the opportunity for
their respective shareholders to benefit from the significant long
term value creation that is expected to be unlocked by the
combination. Pareteum's intention is for the Artilium business to
become a European division of the Combined Group.
Employees and employment rights
Pareteum attaches great importance to the skills, expertise and
experience of the existing management and employees of Artilium and
Pareteum, and believes that they will be a key factor in maximising
the opportunities and benefits the Acquisition will create for the
Combined Group.
Pareteum recognises, however, that in order to achieve the
expected benefits of the Acquisition, some operational and
administrative restructuring will be required across both Pareteum
and Artilium following completion of the Acquisition. Preliminary
integration work carried out to date has confirmed that there is
overlap between the two businesses and the potential to generate
cost savings for the Combined Group through corporate, operational
and administrative efficiencies.
Accordingly, Pareteum anticipates a reduction in the headcount
across the Combined Group of approximately twenty per cent. (20%).
These headcount reductions will predominantly come from operations
functions and, to a lesser extent, client services, development and
administrative functions, where headcount reductions will be mainly
driven by the optimisation of duplicative functions and office
locations. Pareteum expects that the majority of the headcount
reductions will fall on the Artilium side of the combination.
The finalisation and implementation of any workforce reductions
will be subject to comprehensive planning and appropriate
engagement with stakeholders, including affected employees and any
appropriate employee representative bodies. Pareteum would
implement any job reductions in accordance with all relevant legal
obligations. Pareteum intends to approach the employee and
management integration process with the aim of retaining and
motivating the best talent across the Combined Group, to ensure
that its ability to develop its innovative services and support its
customers is maintained.
Pareteum plans to fully observe, following completion of the
Acquisition, contractual and statutory employment rights, including
in relation to pensions, of all Artilium employees. Pareteum does
not intend to make any material changes to the conditions of
employment of the employees (or balance of skills and functions) of
Artilium or its subsidiaries, other than to ensure the conditions
of employment are competitive, efficiently deliver value for the
Combined Group and are broadly consistent with comparable
conditions of employment enjoyed by Pareteum employees where these
are superior to those currently offered by Artilium to its
employees.
Proposals regarding incentivisation arrangements for management
and employees of Artilium (other than in respect of Bart
Weijermars, whose Management Arrangement is summarised at paragraph
16 below) will be considered as part of the integration review,
following completion of the Acquisition, noting that Pareteum
focuses on maintaining a culture of success with the objective of
retaining and motivating the best talent.
On completion of the Acquisition, it is intended that the
Artilium Recommending Directors will resign.
Headquarters and locations
On completion of the Acquisition, Pareteum's headquarters will
continue to be in New York, United States of America. The Combined
Group will locate its European headquarters in Bruges, Belgium, at
Artilium's existing headquarters.
Pareteum intends to leverage the Combined Group's global
presence to consolidate offices where feasible in order to reduce
property expenses, and to enable colleagues to work more closely
together. In particular, Pareteum has identified an opportunity to
consolidate the Combined Group's offices and office locations in
the Netherlands where there is significant overlap. Similarly,
Pareteum intends to explore savings that may be achieved from
consolidation of data centre arrangements.
Other than as described above, Pareteum has no intention of
redeploying Artilium's existing material fixed assets or of
effecting a material change to the strategic plans or operations of
the business.
Other items
Pareteum does not expect the Acquisition to have a material
impact on the research and development activities of either
Artilium or Pareteum.
Pareteum's intention is to seek the cancellation of the trading
of Artilium Shares on AIM on or shortly after the Effective Date,
which would result in cost savings from not having to maintain a
listing (of Artilium) and related supporting back office functions.
Pareteum intends prior to completion of the Acquisition to
establish a CREST depositary interest dealing facility for the
benefit of Artilium Shareholders so as to facilitate the trading of
Pareteum Shares from outside the USA.
Pareteum expects to generate savings from economies of scale and
operational efficiencies including from IT optimisation, supplier
optimisation and other operational and infrastructure improvements
due to economies of scale across the two companies.
No statements in this paragraph 12 constitute "post-offer
undertakings" for the purposes of Rule 19.5 of the Code.
13. Dividends
If any dividend or other distribution in respect of the Artilium
Shares is declared, paid or made on or after the date of this
Announcement, Pareteum reserves the right to reduce the
consideration payable for each Artilium Share under the terms of
the Acquisition by the amount per Artilium Share of such dividend
or distribution. The cash element of the consideration payable for
each Artilium Share under the terms of the Acquisition will be
reduced first.
Pareteum does not intend to declare any dividends prior to the
Effective Date and in the Co-operation Agreement has (subject to
certain exceptions) agreed not to.
Pareteum does not intend that the Combined Group will declare
any dividends in the near term.
14. Offer-related arrangements
Confidentiality Agreement
Pareteum and Artilium entered into a confidentiality agreement
dated 31 January 2018 (the "Confidentiality Agreement") pursuant to
which each party has undertaken to keep confidential information
relating to the other and not to disclose it to third parties
(other than to permitted disclosees) unless required by law or
regulation. It may be terminated by either party upon 30 days prior
written notice, with all confidentiality obligations remaining in
force for a period of 3 years from the date of such
termination.
Co-operation Agreement
Pareteum and Artilium have entered into the Co-operation
Agreement, pursuant to which Pareteum and Artilium have agreed to
certain undertakings to co-operate and provide each other with
reasonable information, assistance and access in relation to the
filings, submissions and notifications to be made in relation to
the regulatory clearances and authorisations that are required in
connection with the Acquisition. Pareteum and Artilium have also
agreed to provide each other with reasonable information,
assistance and access for the preparation of certain parts of
Pareteum's Proxy Statement.
Pareteum has agreed to certain limited restrictions on its
conduct of business in respect of material matters pending the
Acquisition becoming Effective. Artilium is expressly permitted to
issue to finnCap on the day of the Court Hearing (but conditional
on the grant of the order of the Court sanctioning the Scheme)
767,297 Artilium Shares (in part payment of finnCap's fee).
The Co-operation Agreement records Pareteum's and Artilium's
intention to implement the Acquisition by way of the Scheme,
subject to the ability of Pareteum to proceed by way of a takeover
offer which is subject to obtaining the consent of the Takeover
Panel, if required.
The Co-operation Agreement shall be terminated with immediate
effect if Pareteum and Artilium so agree in writing. In addition,
the Co-operation Agreement shall be terminated if, inter alia (i)
written notice is served by or on behalf of Pareteum or Artilium
where a Condition becomes incapable of satisfaction or is invoked
so as to cause the Acquisition not to proceed, (ii) the Scheme is
withdrawn or lapses (other than where such lapse or withdrawal is a
result of the exercise of a right to switch to an Offer), (iii) the
Scheme does not become Effective by the Long Stop Date, (iv) the
Artilium Recommending Directors withdraw, adversely modify or
adversely qualify their recommendation of the Acquisition, or (v)
the Pareteum Directors withdraw, adversely modify or adversely
qualify their recommendation of the Pareteum Stockholder
Resolution.
The Co-operation Agreement also contains provisions that will
apply in respect of the Artilium Share Schemes.
Management Services Agreement
On 8 May 2018 (and as amended on 7 June 2018), Pareteum and Bart
Weijermars (acting by the Management Company) entered into the
Management Services Agreement, setting out the terms on which Bart
Weijermars will be engaged as Chief Executive Officer of Pareteum
Europe BV following completion of the Acquisition. The Management
Services Agreement is entirely conditional on Pareteum acquiring
not less than 90 per cent. of the issued share capital of Artilium
pursuant to the Acquisition and, thereafter, may be terminated
without cause by either party on 12 months' notice.
The Management Services Agreement includes the terms of the
proposed Management Arrangement to be put in place between Pareteum
and Bart Weijermars to, amongst other things, incentivise Bart
Weijermars, as Chief Executive Officer of Pareteum Europe BV, in
connection with the future performance of the Pareteum Group
following the Scheme becoming Effective. For the purposes of Rule
16.2 of the Code, finnCap has confirmed that, in its opinion, the
terms of the Management Arrangement are fair and reasonable so far
as the Artilium Independent Shareholders are concerned. In
providing its opinion, finnCap has taken into account the
commercial assessment of the Artilium Independent Directors. As the
Management Arrangement includes an incentivisation arrangement for
Bart Weijermars, a director of Artilium, who also holds shares in
Artilium, the Management Arrangement is subject to the approval of
Artilium Independent Shareholders in accordance with Rule 16 of the
Code. The Management Arrangement is further summarised in paragraph
16 (Summary of the Management Arrangement) below.
15. Structure of the Acquisition
Scheme
The Acquisition will be effected by a Court-sanctioned scheme of
arrangement between Artilium and the Scheme Shareholders under Part
26 of the Companies Act. The purpose of the Scheme is to provide
for Pareteum to become the owner of the entire issued and to be
issued ordinary share capital of Artilium. Under the Scheme, the
Acquisition is to be achieved by the:
(a) transfer of the Scheme Shares held by Scheme Shareholders to
Pareteum in consideration for which the Scheme Shareholders will
receive share and cash consideration pursuant to the Scheme;
and
(b) passing of the Resolutions at the General Meeting (including
amendments to Artilium's Articles to ensure that any Artilium
Shares issued between approval of the Scheme at the Court Meeting
and the Scheme Record Time will be subject to the Scheme and that
any Artilium Shares issued after the Scheme Record Time will
automatically be acquired by Pareteum).
Bart Weijermars has agreed in his irrevocable undertaking to
support the Acquisition and to be bound by the terms of the Scheme.
Neither Bart Weijermars (in relation to the Management Arrangement)
nor any person acting in concert with or connected with him, may
vote on the Resolutions pursuant to Rule 16 of the Code that apply
to the Management Arrangement. Rule 16 of the Code provides that,
except with the consent of the Takeover Panel, an offeror or
persons acting in concert with it may not make any arrangements
with shareholders and may not deal or enter into arrangements to
deal in shares of the offeree company, or enter into arrangements
which involve acceptance of an offer, either during an offer or
when one is reasonably in contemplation, if there are favourable
conditions attached which are not being extended to all
shareholders. An arrangement made with a person who, while not a
shareholder, is interested in shares carrying voting rights in the
offeree company will also be prohibited by Rule 16 of the Code if
favourable conditions are attached which are not being extended to
the shareholders.
The Management Arrangement outlined in paragraph 16 (Summary of
the Management Arrangement) below constitutes an arrangement with a
shareholder of Artilium made when the Acquisition was reasonably in
contemplation and to which favourable conditions are attached which
are not being extended to all Artilium Shareholders.
The Takeover Panel has confirmed to finnCap that it consents to
the Management Arrangement provided that the Management Arrangement
is approved by the Artilium Independent Shareholders (being the
Artilium Shareholders other than Bart Weijermars and any person
connected with him) at the General Meeting. The vote must be taken
on a poll.
The Artilium Independent Shareholders should note that
completion of the Acquisition will be conditional, inter alia, upon
passing of the Resolution at the General Meeting approving the
Management Arrangement, unless such condition is waived by Pareteum
with the consent of the Takeover Panel.
Approval by Court Meeting and General Meeting
To become Effective, the Scheme requires, amongst other
things:
(a) the approval of a majority in number of the Artilium
Independent Shareholders who vote, representing not less than 75
per cent. in value of the Scheme Shares voted, either in person or
by proxy, at the Court Meeting; and
(b) the approval by the requisite majority of the Resolutions at
the General Meeting (to be held directly after the Court Meeting)
necessary in order to implement the Scheme.
Application to Court to sanction the Scheme
Once the resolutions have been passed at the Court Meeting and
the General Meeting and the other Conditions have been satisfied or
(where applicable) waived, the Scheme must be sanctioned by the
Court at the Court Hearing.
The Scheme will become Effective in accordance with its terms on
delivery of an office copy of the Court Order to the Registrar of
Companies. Upon the Scheme becoming Effective, it will be binding
on all Scheme Shareholders, irrespective of whether or not they
attended or voted at the Court Meeting or General Meeting, or
whether they voted in favour of or against the Scheme.
Pareteum Stockholder approval
The total number of New Pareteum Shares which Pareteum intends
to issue in consideration for the Acquisition will be at least 20
per cent. of Pareteum's issued share capital prior to completion of
the Acquisition. Accordingly, Pareteum will be required, under the
rules of the NYSE American, to obtain the approval of the Pareteum
Stockholder Resolution by a majority of votes cast by Pareteum
Stockholders at the Pareteum Stockholder Meeting. The Pareteum
Directors intend unanimously to recommend that Pareteum
Stockholders vote in favour of the Pareteum Stockholder
Resolution.
Pareteum will send Pareteum Stockholders the Proxy Statement,
which will include a notice convening the Pareteum Stockholder
Meeting. The Acquisition is conditional on, amongst other things,
the Pareteum Stockholder Resolution being approved by a majority of
votes cast by Pareteum Stockholders at the Pareteum Stockholder
Meeting. Artilium intends to vote its entire holding of 3,200,332
common shares in Pareteum in favour of the Pareteum Stockholder
Resolution.
It is expected that the definitive Proxy Statement will be
posted to Pareteum Stockholders at or around the same time as the
Scheme Document is posted to Artilium Shareholders and that the
Pareteum Stockholder Meeting will be held at or around the same
time as the Artilium Meetings.
Fractions of New Pareteum Shares will not be issued to Artilium
Shareholders. Instead, Artilium Shareholders who otherwise would
have received a fraction of a New Pareteum Share will receive an
additional amount in cash, rounded down to the nearest cent, based
on the amount obtained by multiplying such fraction by the average
of the high and low sales prices of Pareteum Shares on the NYSE
American on each of the five consecutive trading days ending on the
trading day that is two trading days prior to the Effective
Date.
Details of how UK shareholders can hold, access and trade the
New Pareteum Shares will be set out in the Scheme Document.
Full details of the Scheme to be set out in the Scheme
Document
The Scheme Document will include full details of the Scheme,
including the expected timetable and the action to be taken by
Artilium Shareholders. The Scheme will be governed by the laws of
England and Wales and will be subject to the applicable
requirements of the Code, the Takeover Panel, the AIM Rules, the
London Stock Exchange, the NYSE American, the SEC and the FCA.
It is expected that the Scheme Document, along with the notice
of the Court Meeting and the General Meeting and the Forms of
Proxy, will be despatched to Artilium Shareholders in July 2018 (to
allow sufficient time for preparation of the Proxy Statement).
Subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, the Scheme Document will also be made
available on Pareteum's website at www.pareteum.com/investors.
It is expected that the definitive Proxy Statement, containing,
amongst other things, details of the Acquisition, notice of the
Pareteum Stockholder Meeting, information on the New Pareteum
Shares and a proposal for the Pareteum Stockholder Resolution, will
be posted to Pareteum Stockholders at or around the same time as
the Scheme Document is posted to Artilium Shareholders, with the
Pareteum Stockholder Meeting being held at or around the same time
as the Artilium Meetings. Subject to certain restrictions relating
to persons resident in Restricted Jurisdictions, the Proxy
Statement will also be made available on Pareteum's website at
www.pareteum.com/investors and on Artilium's website at
www.artilium.com/investors.
At this stage, subject to the satisfaction or waiver of the
Conditions and certain further terms set out in Appendix I,
Pareteum and Artilium currently expect the Acquisition to become
Effective in September 2018.
If the Scheme does not become Effective on or before the Long
Stop Date (or such later date as Pareteum and Artilium may, with
the consent of the Takeover Panel and, if required, the Court,
agree) it will lapse and the Acquisition will not proceed (unless
the Takeover Panel otherwise consents).
Right to switch to a Takeover Offer
Pareteum reserves the right to elect, with the consent of the
Takeover Panel, to implement the Acquisition by way of a Takeover
Offer for the entire issued and to be issued ordinary share capital
of Artilium as an alternative to the Scheme. In such an event, the
Takeover Offer will be implemented on the same terms or, if
Pareteum so decides, on such other terms being no less favourable
(subject to appropriate amendments), so far as applicable, as those
which would apply to the Scheme and subject to the amendment
referred to in Appendix I to this Announcement.
If, in the future, Pareteum exercises its right to implement the
Acquisition by way of a Takeover Offer, the New Pareteum Shares may
be registered under the US Securities Act if no exemption from
registration is available. If the Acquisition is implemented by way
of a Takeover Offer, it will be done in compliance with the
applicable tender offer rules under the US Exchange Act, including
any applicable exemptions provided under Rules 14d-1(c) and
14d-1(d) thereunder.
16. Summary of the Management Arrangement
Pareteum believes that the ongoing participation of Bart
Weijermars in the Artilium Group and, in turn, the Pareteum Group,
is an important element of the Acquisition. Accordingly, Pareteum
intends to put in place an incentivisation arrangement for Bart
Weijermars with effect from and/or following completion of the
Acquisition in accordance with the terms of the Management Services
Agreement.
As a result of his interest in Artilium Shares, Bart Weijermars
is not considered to be independent for the purposes of the Code
and he (and his connected persons) will not be entitled to vote on
the resolution in respect of the approval of the Management
Arrangement at the General Meeting. Bart Weijermars has irrevocably
undertaken to be bound by the Scheme in respect of his entire
shareholding of Artilium Shares.
The key terms of the Management Arrangement are as follows:
(a) a gross base rate of pay of EUR240,000 per annum;
(b) a discretionary bonus of 50 per cent. of the base rate of
pay per annum (EUR120,000), of which:
(i) 50 per cent. (EUR60,000) is related to the performance of the Pareteum Group; and
(ii) 50 per cent. (EUR60,000) is related to the performance of the Artilium Group,
with such ratios subject to review after the initial 12 months
following the completion of the Acquisition;
(c) Initial Stock Options to be awarded under the Pareteum Stock Option Plan, subject to:
(i) Pareteum Stockholder approval of the Pareteum Stock Option Plan, from time to time;
(ii) the approval of the board of directors of Pareteum; and
(iii) the general terms and conditions of the Pareteum Stock Option Plan; and
(d) the issue of 537,271 Pareteum Shares on the Effective Date,
or as soon as practicable thereafter.
In accordance with the Pareteum Stock Option Plan, the amount of
the Initial Stock Options will be based on the aggregate amount of
base pay and the maximum possible discretionary bonus (as set out
in paragraphs (a) and (b) above), converted into USD, and divided
by a USD share price which is 10 per cent. above the volume
weighted average price of the Pareteum Shares for the 30 trading
days prior to the completion of the Acquisition. The exercise price
of the Initial Stock Options will be determined in accordance with
fair market value under the Pareteum Stock Option Plan. The Initial
Stock Options will have a three year vesting period, with 25 per
cent. of the options vesting on the first anniversary of the grant
date and then each subsequent month 1/24(th) of the remaining 75%
of the options vesting, in each case subject to the terms and
conditions of the Pareteum Stock Option Plan.
Any future equity awards granted to Bart Weijermars will be
discretionary, based on the performance of the Pareteum Group and
subject to the approvals set out in paragraph (c) above.
For the purposes of Rule 16.2 of the Code, finnCap has confirmed
that, in its opinion, the terms of the Management Arrangement are
fair and reasonable so far as Artilium Independent Shareholders are
concerned. In providing its opinion, finnCap has taken into account
the commercial assessment of the Artilium Recommending Directors.
The Acquisition is conditional, amongst other things, upon the
passing of the Resolution to approve the Management Arrangement by
the requisite majority of the Artilium Independent Shareholders at
the General Meeting to be held on or before the 22nd day after the
expected date of the General Meeting to be set out in the Scheme
Document (or such later date, if any, as Pareteum and Artilium may
agree and the Court may allow).
17. De-listing and re-registration
Prior to the Scheme becoming Effective, an application will be
made to the London Stock Exchange for admission of the Artilium
Shares to trading on AIM to be cancelled on or shortly after the
Effective Date. The last day of dealings in, and for registration
of transfers of, Artilium Shares is expected to be at the close of
business on the Business Day immediately prior to the Court Hearing
and no transfers will be registered after 6.00 p.m. on that date.
No dealings in Artilium Shares will be registered after this
date.
On the Effective Date, Artilium will become a wholly-owned
subsidiary of Pareteum and share certificates in respect of the
Artilium Shares will cease to be valid and should be destroyed. In
addition, entitlements to Artilium Shares held within the CREST
system will be cancelled on the Effective Date.
It is also intended that shortly after the Effective Date,
Artilium will be re-registered as a private limited company under
the relevant provisions of the Companies Act.
18. Cancellation of Pareteum Shares currently held by Artilium
Artilium currently holds 3,200,332 common shares in Pareteum,
representing 5.85 per cent. of Pareteum's issued and outstanding
share capital, which will be cancelled on completion of the
Acquisition.
19. Listing and dealing of New Pareteum Shares
Application will be made to the NYSE American for the New
Pareteum Shares to be listed on the NYSE American. It is expected
that listing of the New Pareteum Shares will become effective and
that dealings for normal settlement will commence at 9.30 a.m. (New
York time) on the first Business Day after the Effective Date.
The Pareteum Shares are already listed on the NYSE American and
enabled for electronic settlement through the Depository Trust
Company ("DTC"). It is expected that the New Pareteum Shares, when
issued and fully paid, will be capable of being held and
transferred electronically through DTC. The New Pareteum Shares
will trade under ISIN US69946T2078.
Pareteum intends prior to completion of the Acquisition to
establish a CREST depositary interest dealing facility for the
benefit of Artilium Shareholders so as to facilitate the trading of
Pareteum Shares from outside the USA. Details of how UK
shareholders can hold, access and trade the New Pareteum Shares
will be set out in the Scheme Document.
20. Disclosure of interests in Artilium
On or as soon as possible following the date of this
Announcement, Pareteum will make an Opening Position Disclosure
setting out the details that it is required to disclose under Rule
8 of the Code in respect of the 27,695,177 Artilium Shares that it
currently holds.
As at the close of business on the Last Practicable Date, save
for: (i) the disclosures in the Opening Position Disclosure made by
Pareteum as soon as possible following the date of this
Announcement and (ii) the irrevocable undertakings referred to in
paragraphs 3 (Recommendations) and 7 (Irrevocable undertakings for
Artilium) above, none of Pareteum or any director of Pareteum or,
so far as Pareteum is aware, any person acting, or deemed to be
acting, in concert with Pareteum:
(a) had an interest in, or right to subscribe for, relevant securities of Artilium;
(b) had any short position in (whether conditional or absolute
and whether in the money or otherwise), including any short
position under a derivative, any agreement to sell or any delivery
obligation or right to require another person to purchase or take
delivery of, relevant securities of Artilium;
(c) had procured an irrevocable commitment or letter of intent
to accept the terms of the Acquisition in respect of relevant
securities of Artilium; or
(d) had borrowed or lent any Artilium Shares.
Furthermore, save for the irrevocable undertakings described in
paragraph 7 (Irrevocable undertakings for Artilium) above, no
arrangement exists between Pareteum or Artilium or a person acting
in concert with Pareteum or Artilium in relation to Artilium
Shares. For these purposes, an "arrangement" includes any indemnity
or option arrangement, any agreement or any understanding, formal
or informal, of whatever nature, relating to Artilium Shares which
may be an inducement to deal or refrain from dealing in such
securities.
Artilium confirms that on or as soon as possible following the
date of this Announcement, Artilium will make an Opening Position
Disclosure setting out the details that it is required to disclose
under Rule 8 of the Code in respect of the 3,200,332 common shares
that it currently holds in Pareteum.
21. Overseas shareholders
The availability of the Acquisition and the distribution of this
Announcement to Artilium Shareholders who are not resident in the
UK may be affected by the laws of the relevant jurisdiction. Such
persons should inform themselves of, and observe, any applicable
legal or regulatory requirements of their jurisdiction. Artilium
Shareholders who are in any doubt regarding such matters should
consult an appropriate independent professional adviser in the
relevant jurisdiction without delay.
This Announcement does not constitute an offer for sale of any
securities or an offer or an invitation to purchase any securities.
Artilium Shareholders are advised to read the Scheme Document and
related Forms of Proxy carefully once these have been
despatched.
22. Taxation
To the extent that Artilium Shareholders exchange their Artilium
Shares for New Pareteum Shares, that exchange is generally not
expected to be treated as involving a disposal for the purposes of
UK tax on chargeable gains. Instead, for those purposes, the
relevant New Pareteum Shares will be treated as being the same
asset as, and as having been acquired at the same time and for the
same price as the Artilium Shares that are exchanged for New
Pareteum Shares. It is not currently expected that any clearance in
respect of that treatment will be sought pursuant to section 138 of
the Taxation of Chargeable Gains Act 1992. However, to the extent
that Artilium Shareholders dispose of their Artilium Shares in
consideration for cash, that will generally be regarded as a
disposal of those shares for the purposes of UK tax on chargeable
gains. Such disposal may give rise to either a chargeable gain or
an allowable loss, depending on the circumstances of the relevant
Artilium Shareholders.
Neither Artilium nor Pareteum will provide Artilium Shareholders
with tax advice. Artilium Shareholders who are in any doubt as to
their personal tax position should consult an appropriately
qualified financial adviser. It is expected that, for US federal
income tax purposes, the Acquisition generally will be taxable to
US shareholders of Artilium. The tax consequences of the
Acquisition may vary based on an individual shareholder's
circumstances, and a more complete description of the anticipated
tax consequences of the Acquisition will be made available in the
Scheme Document and the Proxy Statement.
23. General
The Acquisition will be subject to the Conditions and certain
further terms set out in Appendix I and to the full terms and
conditions which will be set out in the Scheme Document and Forms
of Proxy. It is expected that the Scheme Document, along with the
notice of the Court Meeting and the General Meeting and the Forms
of Proxy will be despatched to Artilium Shareholders in July 2018
(to allow sufficient time for preparation of the Proxy
Statement).
In deciding whether or not to vote or procure votes in favour of
the Scheme at the Court Meeting and the Resolutions to be proposed
at the General Meeting, Artilium Independent Shareholders should
rely on the information contained, and follow the procedures
described, in the Scheme Document.
Jefferies and finnCap have each given and not withdrawn their
consent to the inclusion in this Announcement of the references to
their names in the form and context in which they appear.
Appendix II contains details of sources of information and bases
of calculations contained in this Announcement. Appendix III
contains certain details relating to the irrevocable undertakings
referred to in this Announcement. Appendix IV contains the Pareteum
Profit Forecast, and the assumptions, basis of preparation and the
Pareteum Directors' confirmation relating thereto. Appendix V
contains definitions of certain terms used in this
Announcement.
24. Documents on display
Copies of this Announcement and the following documents will, by
no later than 12 noon on the Business Day following the date of
this Announcement, be made available on Pareteum's website at
www.pareteum.com/investors and on Artilium's website at
www.artilium.com/investors until the end of the Offer Period:
-- the irrevocable undertakings referred to in paragraph 7
(Irrevocable undertakings for Artilium) and described in Appendix
III to this Announcement;
-- the Confidentiality Agreement referred to in paragraph 14 (Offer-related arrangements);
-- the Co-operation Agreement referred to in paragraph 14 (Offer-related arrangements); and
-- the Management Services Agreement referred to in paragraph 14 (Offer-related arrangements).
Enquiries:
Pareteum
Denis McCarthy, SVP Corporate Development Tel: +1 (212) 984
Alex Korff, Company Secretary 1096
Ted O'Donnell, Chief Financial Officer
Jefferies (Financial adviser to Pareteum)
(UK) Simon Brown Tel: +44 (0)20 7029
(US) Timothy Roepke 8000
Jeffrey Snyder Tel: +1 (212) 284
2300
Artilium
Jan-Paul Menke, Non-Executive Chairman Tel: +32 (0) 5023
Bart Weijermars, Chief Executive Officer 0300
Rupert Hutton, Chief Finance Officer
finnCap Ltd (Financial adviser to Artilium under Rule 3 of the
Code, Nominated Adviser and broker to Artilium)
Jonny Franklin-Adams Tel: +44 (0)20 7220
Henrik Persson 0500
Anthony Adams
Buchanan (Public relations adviser to Artilium)
Chris Lane Tel: +44 (0)20 7466
Jamie Hooper 5000
Important notices
Jefferies International Limited ("Jefferies"), which is
authorised and regulated by the Financial Conduct Authority (the
"FCA") in the United Kingdom, is acting exclusively for Pareteum as
financial adviser and no one else in connection with the
Acquisition and other matters set out in this Announcement and will
not be responsible to anyone other than Pareteum for providing the
protections afforded to clients of Jefferies, or for providing
advice in connection with the Acquisition, the content of this
Announcement or any matter referred to herein. Neither Jefferies
nor any of its subsidiaries, affiliates or branches owes or accepts
any duty, liability or responsibility whatsoever (whether direct,
indirect, consequential, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of
Jefferies in connection with this Announcement, any statement
contained herein or otherwise.
finnCap, which is authorised by and regulated by the FCA in the
United Kingdom, is acting exclusively as financial adviser under
Rule 3 of the Code, nominated adviser and broker to Artilium and no
one else in connection with the Acquisition and other matters
referred to in this Announcement and will not be responsible to
anyone other than Artilium for providing the protections afforded
to clients of finnCap, or for providing advice in connection with
the Acquisition, the content of this Announcement or any matter
referred to herein. Neither finnCap nor any of its subsidiaries or
affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct, indirect, consequential, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of finnCap in connection with this Announcement, any
statement contained herein or otherwise.
Further information
This Announcement is for information purposes only and is not
intended to and does not constitute, or form any part of, an offer
to sell or subscribe for or any invitation to purchase or subscribe
for any securities or the solicitation of any vote or approval in
any jurisdiction pursuant to the Acquisition or otherwise. The
Acquisition will be made solely through the Scheme Document and the
accompanying Forms of Proxy, which will contain the full terms and
conditions of the Acquisition, including details of how to vote in
respect of the Acquisition. Any approval, decision or other
response to the Acquisition should be made only on the basis of the
information in the Scheme Document. Artilium Shareholders are
strongly advised to read the formal documentation in relation to
the Acquisition once it has been despatched.
This Announcement has been prepared for the purpose of complying
with the laws of England and Wales, the AIM Rules and the Code and
the information disclosed may not be the same as that which would
have been disclosed if this Announcement had been prepared in
accordance with the laws of jurisdictions outside the United
Kingdom.
The statements contained in this Announcement are made as at the
date of this Announcement, unless some other time is specified in
relation to them, and service of this Announcement shall not give
rise to any implication that there has been no change in the facts
set forth in this Announcement since such date.
Pareteum will prepare the Proxy Statement to be distributed to
Pareteum Stockholders, containing, amongst other things, details of
the Acquisition, notice of the Pareteum Stockholder Meeting,
information on the New Pareteum Shares and a proposal for the
Pareteum Stockholder Resolution. Pareteum urges Artilium
Shareholders to read the Scheme Document carefully when it becomes
available because it will contain important information in relation
to the Acquisition and the New Pareteum Shares. Pareteum also urges
Pareteum Stockholders to read the Proxy Statement carefully when it
becomes available.
Any vote in respect of resolutions to be proposed at the
Artilium Meetings or the Pareteum Stockholder Meeting to approve
the Acquisition, the Scheme or related matters should be made only
on the basis of the information contained in the Scheme Document
or, in the case of Pareteum Stockholders, the Proxy Statement.
This Announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas shareholders
The release, publication or distribution of this Announcement in
or into jurisdictions other than the UK may be restricted by law
and therefore any persons who are subject to the law of any
jurisdiction other than the UK should inform themselves about, and
observe, any applicable legal or regulatory requirements. In
particular the ability of persons who are not resident in the UK to
vote their Artilium Shares at the Court Meeting or General Meeting,
or to appoint another person as proxy to vote at the Court Meeting
or General Meeting on their behalf, may be affected by the laws of
the relevant jurisdictions in which they are located. Any failure
to comply with the applicable restrictions may constitute a
violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law, the companies and
persons involved in the Acquisition disclaim any responsibility or
liability for the violation of such restrictions by any person.
This Announcement has been prepared for the purpose of complying
with the laws of England and Wales, the AIM Rules and the Code and
the information disclosed may not be the same as that which would
have been disclosed if this Announcement had been prepared in
accordance with the laws of jurisdictions outside of England and
Wales. Unless otherwise determined by Pareteum or required by the
Code, and permitted by applicable law and regulation, the
Acquisition will not be made available directly or indirectly in,
into or from a Restricted Jurisdiction where to do so would violate
the laws in that jurisdiction and no person may vote in favour of
the Acquisition by use of mail or any other means or
instrumentality (including, without limitation, facsimile, email or
other electronic transmission, telex or telephone) of interstate or
foreign commerce of, or any facility of a national, state or other
securities exchange of, any Restricted Jurisdiction.
Copies of this Announcement and any formal documentation
relating to the Acquisition will not be and must not be, directly
or indirectly, mailed or otherwise forwarded, distributed or sent
in, into or from any Restricted Jurisdiction or any jurisdiction
where to do so would violate the laws of that jurisdiction and
persons receiving such documents (including custodians, nominees
and trustees) must not mail or otherwise forward, distribute or
send them in, into or from any Restricted Jurisdiction. Doing so
may render invalid any related purported vote in respect of the
Acquisition. If the Acquisition is implemented by way of a Takeover
Offer (unless otherwise permitted by applicable law or regulation),
the Acquisition may not be made, directly or indirectly, in or into
or by use of mail or any other means or instrumentality (including,
without limitation, facsimile, email or other electronic
transmission, telex or telephone) of interstate or foreign commerce
of, or any facility of a national, state or other securities
exchange of, any Restricted Jurisdiction and the Acquisition will
not be capable of acceptance by any such use, means,
instrumentality or facilities or from within any Restricted
Jurisdiction.
The availability of New Pareteum Shares pursuant to the
Acquisition to Artilium Shareholders who are not resident in the UK
or the ability of those persons to hold such shares may be affected
by the laws or regulatory requirements of the relevant
jurisdictions in which they are resident. Persons who are not
resident in the UK should inform themselves of, and observe, any
applicable legal or regulatory requirements.
Additional information for US investors
In connection with the Acquisition, Pareteum intends to file
with the SEC a Proxy Statement of Pareteum. Pareteum may also file
additional documents with the SEC in relation to the
Acquisition.
The Acquisition relates to the shares of a UK company and is
being made by means of a scheme of arrangement provided for under
the laws of England and Wales. A transaction effected by means of a
scheme of arrangement is not subject to the tender offer rules
under the US Exchange Act and is exempt from the registration
requirements under the US Securities Act. Accordingly, the
Acquisition will be subject to disclosure requirements and
practices applicable in the UK and to schemes of arrangement under
the laws of England and Wales, which are different from the
disclosure and other requirements of a US tender offer and US
securities laws.
It may be difficult for US holders of Artilium Shares to enforce
their rights and any claims they may have arising under US federal
securities laws in connection with the Acquisition, since Artilium
is organised under the laws of a country other than the US, and
some or all of its officers and directors may be residents of
countries other than the US, and most of the assets of Artilium are
located outside of the US. US holders of Artilium Shares may not be
able to sue a non-US company or its officers or directors in a
non-US court for violations of US securities laws. Further, it may
be difficult to compel a non-US company and its affiliates to
subject themselves to a US court's jurisdiction or judgment.
The Acquisition may, in the circumstances provided for in this
Announcement, instead be carried out by way of a Takeover Offer
under the laws of England and Wales. If Pareteum exercises its
right to implement the Acquisition by way of a Takeover Offer, such
Takeover Offer will be made in compliance with applicable US tender
offer and securities laws and regulations, including the exemptions
therefrom. In accordance with normal UK practice, Pareteum or its
nominees, or its brokers (acting as agents), may from time to time
make certain purchases of, or arrangements to purchase, Artilium
Shares outside of the US, other than pursuant to the Acquisition,
until the date on which the Acquisition becomes effective, lapses
or is otherwise withdrawn. These purchases may occur either in the
open market at prevailing prices or in private transactions at
negotiated prices. Any information about such purchases will be
disclosed, as required in the UK, will be reported to a Regulatory
Information Service and will be available on the London Stock
Exchange website at www.londonstockexchange.com.
This Announcement may be deemed to be solicitation material in
respect of the proposed acquisition of Artilium by Pareteum,
including the issuance of the New Pareteum Shares in respect of the
Acquisition. In connection with the foregoing proposed issuance of
New Pareteum Shares, Pareteum expects to file a Proxy Statement on
Schedule 14A with the SEC. To the extent Pareteum effects the
acquisition of Artilium as a scheme of arrangement under the laws
of England and Wales, the New Pareteum Shares to be issued in the
acquisition will be issued in reliance on the exemption from the
registration requirements of the U.S. Securities Act provided by
Section 3(a)(10) thereof. Artilium will advise the Court that its
sanction of the scheme of arrangement will be relied upon by
Artilium and Pareteum as an approval of the scheme of arrangement
following a hearing on its fairness to Artilium shareholders at
which hearing all such shareholders are entitled to attend in
person or through counsel to support or oppose the sanctioning of
the scheme of arrangement and with respect to which notification
has been given to all Artilium shareholders. In the event that
Pareteum determines to effect the Acquisition pursuant to a
Takeover Offer or otherwise in a manner that is not exempt from the
registration requirements of the US Securities Act, it will file a
registration statement with the SEC containing a prospectus with
respect to the New Pareteum Shares that would be issued in the
Acquisition. INVESTORS AND SECURITY HOLDERS OF PARETEUM ARE URGED
TO READ THESE MATERIALS (INCLUDING ANY AMMENTS OR SUPPLEMENTS
THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE
ACQUISITION THAT PARETEUM WILL FILE WITH THE SEC WHEN SUCH
MATERIALS BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT PARETEUM, THE PROPOSED ISSUANCE OF THE NEW
PARETEUM SHARES AND THE ACQUISITION. The preliminary Proxy
Statement, the definitive Proxy Statement, in each case as
applicable, and other relevant materials in connection with the
proposed issuance of the New Pareteum Shares and the Acquisition
(when they become available), and, if required, the registration
statement/prospectus and other documents filed
by Pareteum with the SEC, may be obtained free of charge at the
SEC's website at www.sec.gov. In addition, investors and security
holders may obtain free copies of the documents filed with the SEC
at Pareteum's website, www.pareteum.com, or by contacting
Pareteum's Investor Relations department in writing at 1185 Avenue
of the Americas, 37th floor, New York, NY 10036, United States of
America, or by e-mail at InvestorRelations@pareteum.com. Pareteum
believes that Pareteum, Artilium, their respective directors and
certain Pareteum executive officers may be deemed to be
participants in the solicitation of proxies from Pareteum
Stockholders with respect to the Acquisition, including the
proposed issuance of New Pareteum Shares. Information about
Pareteum's directors and executive officers and their ownership of
Pareteum Shares is set out in Pareteum's Annual Report on Form 10-K
for the fiscal year ended 31 December 2017, which was filed with
the SEC on 30 March 2018 and Pareteum's proxy statement for its
2017 Annual Meeting of Stockholders, which was filed with the SEC
on 27 July 2017. Information regarding the identity of the
potential participants, and their direct or indirect interests in
the solicitation, by security holdings or otherwise, will be set
out in the Proxy Statement and other materials to be filed with the
SEC in connection with the Acquisition and issuance of New Pareteum
Shares.
Notes regarding the New Pareteum Shares
The New Pareteum Shares to be issued pursuant to the Acquisition
have not been and will not be registered under the relevant
securities laws of Japan and the relevant clearances have not been,
and will not be, obtained from the securities commission of any
province of Canada. No prospectus in relation to the New Pareteum
Shares has been, or will be, lodged with, or registered by, the
Australian Securities and Investments Commission. Accordingly, the
New Pareteum Shares are not being, and may not be, offered, sold,
resold, delivered or distributed, directly or indirectly in or into
Australia, Canada or Japan or any other jurisdiction if to do so
would constitute a violation of relevant laws of, or require
registration thereof in, such jurisdiction (except pursuant to an
exemption, if available, from any applicable registration
requirements or otherwise in compliance with all applicable
laws).
Forward-looking statements
This Announcement includes forward-looking statements within the
meaning of Section 27A of the US Securities Act and Section 21E of
the US Exchange Act. These forward-looking statements are based on
current expectations and projections about future events.
Pareteum's actual results may differ materially from those
discussed herein, or implied by, these forward-looking statements.
Forward-looking statements are generally identified by words such
as "believe," "expect," "anticipate," "intend," "estimate," "plan,"
"project," "should," "will," "would," "could, " "continue,"
"likely" or the negative or plural of such words and other similar
expressions. In addition, any statements that refer to expectations
or other characterizations of future events or circumstances are
forward-looking statements. The statements that contain these or
similar words should be read carefully because these statements
discuss Pareteum's future expectations, contain projections of
Pareteum's future results of operations or of Pareteum's financial
position, business strategy, short-term and long-term business
operations and objectives, financial needs and other
"forward-looking" information. These forward-looking statements are
subject to a number of risks, uncertainties and assumptions,
including, without limitation: the risk that the Acquisition is not
completed on a timely basis or at all; the ability to integrate
Artilium into Pareteum's business successfully and the amount of
time and expense spent and incurred in connection with the
integration; the possibility that competing offers will be made;
the risk that the economic benefits and other synergies that
Pareteum management anticipates as a result of the Acquisition are
not fully realized or take longer to realize than expected; the
risk that certain risks and liabilities associated with the
Acquisition have not been discovered; the risk that the approval of
Artilium shareholders of the Acquisition or the approval of
Pareteum stockholders of the Pareteum Stockholder Resolution may
not be obtained or that other Conditions of the Acquisition will
not be satisfied; changes in global or local political, economic,
business, competitive, market and regulatory forces; changes in
exchange and interest rates; changes in tax and other laws or
regulations; future business combinations or disposals; operating
costs, customer loss and business disruption (including
difficulties in maintaining relationships with employees, customers
or suppliers) occurring prior to completion of the Acquisition or
if the Acquisition is not completed at all; changes in the market
price of shares of Pareteum or Artilium; and changes in the
economic and financial conditions of the businesses of Pareteum or
Artilium.
The foregoing does not represent an exhaustive list of risks.
Additional factors are described in Pareteum's public filings with
the SEC and Artilium's public filings, and other factors will be
described in the Proxy Statement. Moreover, Pareteum operates in a
very competitive and rapidly changing environment. New risks emerge
from time to time. It is not possible for Pareteum's management to
predict all risks, nor can Pareteum assess the impact of all
factors on its business or the extent to which any factor, or
combination of factors, may cause actual results to differ
materially from those contained in any forward-looking statements
Pareteum may make. In light of these risks, uncertainties and
assumptions, the future events and trends discussed in this
Announcement may not occur and actual results could differ
materially and adversely from those anticipated or implied in the
information in this Announcement.
Any forward-looking statements in this Announcement are not
guarantees of future performance, and actual results, developments
and business decisions may differ from those contemplated by those
forward-looking statements, possibly materially. Accordingly, you
should not place undue reliance on any such forward-looking
statements. All forward-looking statements included in this
Announcement are based on information available to Pareteum
management on the date of such information. Except to the extent
required by applicable laws or rules, Pareteum undertakes no
obligation to publicly update or revise any forward-looking
statement, whether as a result of new information, future events or
otherwise. All subsequent written and oral forward-looking
statements attributable to Pareteum or persons acting on its behalf
are expressly qualified in their entirety by the cautionary
statements contained throughout this Announcement.
No profit forecasts or estimates
The Pareteum Profit Forecast is a profit forecast for the
purposes of Rule 28 of the Code. The Pareteum Profit Forecast, the
assumptions and basis of preparation on which the Pareteum Profit
Forecast is based and the Pareteum Directors' confirmation, as
required by Rule 28.1 of the Code, are set out in Appendix IV.
Other than in respect of the Pareteum Profit Forecast, no
statement in this Announcement is intended as a profit forecast or
estimate for any period and no statement in this Announcement
should be interpreted to mean that earnings or earnings per
ordinary share for Artilium or Pareteum for the current or future
financial years would necessarily match or exceed the historical
published earnings or earnings per ordinary share for Artilium or
Pareteum.
Right to switch to a Takeover Offer
Pareteum reserves the right to elect, with the consent of the
Takeover Panel, to implement the Acquisition by way of a Takeover
Offer for the entire issued and to be issued ordinary share capital
of Artilium as an alternative to the Scheme. In such an event, the
Takeover Offer will be implemented on the same terms or, if
Pareteum so decides, on such other terms being no less favourable
(subject to appropriate amendments), so far as applicable, as those
which would apply to the Scheme and subject to the amendment
referred to in Appendix I to this Announcement.
Rule 2.9 disclosures
In accordance with Rule 2.9 of the Code, as at close of business
on the Last Practicable Date, there were 354,891,582 Artilium
Shares in issue and admitted to trading on AIM. There are no
Artilium Shares held in treasury. The ISIN Number for the Artilium
Shares is GB00B1L7NQ30.
In accordance with Rule 2.9 of the Code, as at close of business
on the Last Practicable Date, there were 54,664,827 Pareteum Shares
issued and outstanding and listed for trading on the NYSE American.
There are no Pareteum Shares held in treasury. The ISIN Number for
the Pareteum Shares is US69946T2078.
Publication on website and availability of hard copies
In accordance with Rule 26.1 of the Code, a copy of this
Announcement will be made available (subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions), free of charge, on Pareteum's website at
www.pareteum.com/investors and on Artilium's website at
www.artilium.com/investors by no later than 12:00 noon on the
Business Day following this Announcement. Neither the contents of
this website nor the content of any other website accessible from
hyperlinks on such websites is incorporated into, or forms part of,
this Announcement.
In accordance with Rule 30.3 of the Code, a person so entitled
may request a hard copy of this Announcement, free of charge, by
contacting Jefferies on +44 (0)20 7029 8000 or finnCap on +44 (0)20
7220 0500. For persons who receive a copy of this Announcement in
electronic form or via a website notification, a hard copy of this
Announcement will not be sent unless so requested. In accordance
with Rule 30.3 of the Code, a person so entitled may also request
that all future documents, announcements and information to be sent
to them in relation to the Acquisition should be in hard copy
form.
Information relating to Artilium Shareholders
Please be aware that addresses, electronic addresses and certain
information provided by Artilium Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Artilium may be provided to Pareteum during the
Offer Period as required under section 4 of Appendix 4 of the
Code.
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of: (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 p.m. (London time) on the 10th Business Day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 p.m. on the 10th Business Day following the announcement
in which any securities exchange offeror is first identified.
Relevant persons who deal in the relevant securities of the offeree
company or of a securities exchange offeror prior to the deadline
for making an Opening Position Disclosure must instead make a
Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each
of: (i) the offeree company and (ii) any securities exchange
offeror, save to the extent that these details have previously been
disclosed under Rule 8. A Dealing Disclosure by a person to whom
Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London
time) on the Business Day following the date of the relevant
dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror, and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Takeover Panel's Market
Surveillance Unit on +44 (0) 20 7638 0129 if you are in any doubt
as to whether you are required to make an Opening Position
Disclosure or a Dealing Disclosure.
APPIX I
CONDITIONS OF THE ACQUISITION AND CERTAIN FURTHER TERMS
Part A: Conditions of the Scheme and the Acquisition
The Acquisition is conditional upon the Scheme becoming
unconditional and effective by not later than 11.59 p.m. on the
Long Stop Date:
1. The Scheme shall be subject to the following conditions:
(a) its approval by a majority in number of the Artilium
Independent Shareholders who are on the register of members of
Artilium at the Voting Record Time and who are present and vote,
whether in person or by proxy, at the Court Meeting (and at any
separate class meeting which may be required by the Court) and who
represent 75 per cent. in value of the Artilium Shares voted by
those Artilium Independent Shareholders on or before the 22nd day
after the expected date of the Court Meeting to be set out in the
Scheme Document (or such later date, if any, as Pareteum and
Artilium may agree and the Court may allow);
(b) the passing of the Resolutions (other than the Resolution to
approve the Management Arrangement) by the requisite majority at
the General Meeting to be held on or before the 22nd day after the
expected date of the General Meeting to be set out in the Scheme
Document (or such later date, if any, as Pareteum and Artilium may
agree and the Court may allow);
(c) the passing of the Resolution to approve the Management
Arrangement by the requisite majority of the Artilium Independent
Shareholders at the General Meeting to be held on or before the
22nd day after the expected date of the General Meeting to be set
out in the Scheme Document (or such later date, if any, as Pareteum
and Artilium may agree and the Court may allow);
(d) the sanction of the Scheme by the Court (with or without
modification but subject to any modification being on terms
acceptable to Pareteum and Artilium) on or before the 22nd day
after the expected date of the Court Hearing to be set out in the
Scheme Document (or such later date, if any, as Pareteum and
Artilium may agree and the Court may allow); and
(e) delivery of an office copy of the Court Order to the Registrar of Companies.
2. In addition, subject as stated in Part B below and to the
requirements of the Takeover Panel, the Acquisition shall be
conditional upon the following Conditions and, accordingly, the
Court Order shall not be delivered to the Registrar of Companies
unless such Conditions (as amended, if appropriate) have been
satisfied (and continue to be satisfied pending the commencement of
the Court Hearing) or, where relevant, waived in writing prior to
the Scheme being sanctioned by the Court:
New Pareteum Shares
(a) the approval of the Pareteum Stockholder Resolution by a
majority of votes cast by Pareteum Stockholders at the Pareteum
Stockholder Meeting by no later than the Long Stop Date;
(b) the approval of the listing of the New Pareteum Shares by
the NYSE American by no later than the Long Stop Date;
Regulatory approvals and clearances
(c) no Third Party having decided, threatened or given notice of
a decision to take, institute, implement or threaten any action,
proceeding, suit, investigation, enquiry or reference (and in each
case, not having withdrawn the same), or having required any action
to be taken or otherwise having done anything, or having enacted,
made or proposed any statute, regulation, decision, order or change
to published practice (and in each case, not having withdrawn the
same) and there not continuing to be outstanding any statute,
regulation, decision or order which would or might reasonably be
expected to (in any case to an extent or in a manner which is
material in the context of the Acquisition, the Wider Artilium
Group or the Wider Pareteum Group, as the case may be, in each
case, taken as a whole):
(i) require, prevent or materially delay the divestiture or
materially alter the terms envisaged for such divestiture by any
member of the Wider Pareteum Group or by any member of the Wider
Artilium Group of all or any part of their respective businesses,
assets, property or any shares or other securities (or the
equivalent) in any member of the Wider Artilium Group or any member
of the Wider Pareteum Group or impose any limitation on the ability
of all or any of them to conduct their respective businesses (or
any part thereof) or to own, control or manage any of their
respective assets or properties (or any part thereof);
(ii) except pursuant to Chapter 3 of Part 28 of the Companies
Act, in the event that Pareteum elects to implement the Acquisition
by way of a Takeover Offer, require any member of the Wider
Pareteum Group or the Wider Artilium Group to acquire or offer to
acquire any shares, other securities (or the equivalent) or
interest in any member of the Wider Artilium Group, the Wider
Pareteum Group or any asset owned by any Third Party (other than in
connection with the implementation of the Acquisition);
(iii) impose any material limitation on, or result in a material
delay in, the ability of any member of the Wider Pareteum Group,
directly or indirectly, to acquire, hold or exercise effectively
all or any rights of ownership in respect of shares or loans or
securities convertible into shares or other securities (or the
equivalent) in Artilium or on the ability of any member of the
Wider Artilium Group or any member of the Wider Pareteum Group,
directly or indirectly, to hold or exercise effectively all or any
rights of ownership in respect of shares or loans or any other
securities (or the equivalent) in, or to exercise voting or
management control over, any other member of the Wider Artilium
Group or the Wider Pareteum Group;
(iv) except as Disclosed, result in any member of the Wider
Artilium Group or any member of the Wider Pareteum Group ceasing to
be able to carry on business under any names under which it
currently carries on business;
(v) make the Acquisition, its implementation or the acquisition
or proposed acquisition of any shares or other securities in, or
control or management of, Artilium by any member of the Wider
Pareteum Group void, unenforceable and/or illegal under the laws of
any relevant jurisdiction, or otherwise, directly or indirectly,
prevent or prohibit, restrict, restrain or delay or otherwise
interfere with the implementation of, or impose additional
conditions or obligations with respect to, or otherwise challenge,
impede, interfere or require material amendment to the terms of the
Acquisition or the acquisition or proposed acquisition of any
shares or other securities in, or control or management of,
Artilium by any member of the Wider Pareteum Group;
(vi) impose any material limitation on, or result in material
delay in, the ability of any member of the Wider Pareteum Group or
any member of the Wider Artilium Group to conduct, integrate or
co-ordinate all or any part of its business with all or any part of
the business of any other member of the Wider Pareteum Group and/or
the Wider Artilium Group;
(vii) require any member of the Wider Artilium Group or the
Wider Pareteum Group to relinquish, terminate or amend in any
material way any material contract to which any member of the Wider
Artilium Group or the Wider Pareteum Group is a party;
(viii) result in any member of the Wider Artilium Group or any
member of the Wider Pareteum Group ceasing to be able to carry on
business under any name under which it currently does so in any
jurisdiction;
(ix) require any member of the Wider Pareteum Group or any
member of the Wider Artilium Group or any of their respective
affiliates to: (A) invest, contribute or loan any capital or assets
to; or (B) guarantee or pledge capital assets for the benefit of
any member of the Wider Pareteum Group or any member of the Wider
Artilium Group, which in each such case or together is material and
adverse in the context of any member of the Wider Pareteum Group or
any member of the Wider Artilium Group or in the context of the
Acquisition;
(x) otherwise materially adversely affect all or any of the
business, assets, liabilities, profits, financial or trading
position or prospects of any member of the Wider Artilium Group or
any member of the Wider Pareteum Group,
and all applicable waiting and other time periods (including any
extensions thereof) during which any such Third Party could decide
to take, institute, implement or threaten any such action,
proceeding, suit, investigation, enquiry or reference or take any
other step under the laws of any jurisdiction in respect of the
Acquisition or the acquisition or proposed acquisition of any
Artilium Shares or other securities in, or control or management
of, Artilium or Pareteum or otherwise intervene having expired,
lapsed or been terminated;
Other regulatory approvals
(d) each Governmental Entity, which regulates or licences any
member of the Artilium Group, Pareteum Group or any other body
corporate in which any member of the Artilium Group or Pareteum
Group has an interest in shares, and whose prior approval, consent
or non-objection to any change in control, or acquisition of (or
increase in) control in respect of that or any other member of the
Artilium Group or Pareteum Group is required, or any Governmental
Entity, whose prior approval, consent or non-objection of the
Acquisition is otherwise required, or from whom one or more
material licences or permissions are required in order to complete
the Acquisition, having given its approval, non-objection or
legitimate deemed consent or consent in writing thereto and, as the
case may be, having granted such licences and permissions (in each
case where required and on terms reasonably satisfactory to
Pareteum and Artilium), and in each case the impact of which would
materially adversely affect the Wider Artilium Group or the Wider
Pareteum Group, taken as a whole, if not obtained;
Notifications, waiting periods and authorisations
(e) all notifications, filings or applications which are
necessary or considered appropriate or desirable by Pareteum and
Artilium having been made in connection with the Acquisition and
all necessary waiting and other time periods (including any
extensions thereof) under any applicable legislation or regulation
of any jurisdiction having expired, lapsed or been terminated (as
appropriate) and all statutory and regulatory obligations in any
jurisdiction having been complied with, in each case, in respect of
the Scheme and the Acquisition and all Authorisations deemed
reasonably necessary or appropriate by each of Pareteum and
Artilium in any jurisdiction for or in respect of the Acquisition
and, except pursuant to Chapter 3 of Part 28 of the Companies Act,
the Acquisition or the proposed acquisition of any shares or other
securities in, or control or management of, Artilium or any other
member of the Wider Artilium Group or Wider Pareteum Group by any
member of the Wider Pareteum Group having been obtained in terms
and in a form reasonably satisfactory to Pareteum and Artilium from
all appropriate Third Parties or (without prejudice to the
generality of the foregoing) from any person or bodies with whom
any member of the Wider Artilium Group or the Wider Pareteum Group
has entered into contractual arrangements and all such
Authorisations necessary, appropriate or desirable to carry on the
business of any member of the Wider Artilium Group or the Wider
Pareteum Group in any jurisdiction having been obtained and all
such Authorisations remaining in full force and effect at the time
at which the Acquisition becomes otherwise wholly unconditional and
there being no notice or intimation of an intention to revoke,
suspend, restrict, modify or not to renew such Authorisations;
Artilium Shareholder resolution
(f) except with the consent or the agreement of Pareteum, no
resolution of Artilium Shareholders in relation to any acquisition
or disposal of assets or shares (or the equivalent thereof) in any
undertaking or undertakings (or in relation to any merger,
demerger, consolidation, reconstruction, amalgamation or scheme)
being passed at a meeting of Artilium Shareholders other than in
relation to the Acquisition or the Scheme and, other than with the
consent or the agreement of Pareteum, no member of the Wider
Artilium Group having taken (or agreed or proposed to take) any
action that requires, or would require, the consent of the Takeover
Panel or the approval of Artilium Shareholders in accordance with,
or as contemplated by, Rule 21.1 of the Code;
Certain matters arising as a result of any arrangement,
agreement, etc.
(g) except as Disclosed, there being no provision of any
arrangement, agreement, lease, licence, franchise, permit or other
instrument to which any member of the Wider Artilium Group or the
Wider Pareteum Group is a party or by or to which any such member
or any of its assets is or may be bound, entitled or subject, or
any event or circumstance which, as a consequence of the
Acquisition or the acquisition or the proposed acquisition by any
member of the Wider Pareteum Group of any shares or other
securities (or the equivalent) in Artilium or because of a change
in the control or management of any member of the Wider Artilium
Group or the Wider Pareteum Group or otherwise, would or might
reasonably be expected to result in (in each case to an extent or
in a manner which is material in the context of the Wider Artilium
Group, the Wider Pareteum Group, as the case may be, in each case,
taken as a whole):
(i) any monies borrowed by, or any other indebtedness or
liabilities, actual or contingent, of, or any grant available to,
any such member being or becoming repayable, or capable of being
declared repayable, immediately or prior to its or their stated
maturity date or repayment date, or the ability of any such member
to borrow monies or incur any indebtedness being withdrawn or
inhibited or being capable of becoming or being withdrawn or
inhibited;
(ii) the creation, save in the ordinary and usual course of
business, or enforcement of any mortgage, charge or other security
interest over the whole or any part of the business, property or
assets of such member or any such mortgage, charge or other
security interest (whenever created, arising or having arisen)
becoming enforceable;
(iii) any such arrangement, agreement, lease, licence,
franchise, permit or other instrument or the rights, liabilities,
obligations or interests of any such member in or with any other
person (or any arrangement or arrangements relating to any such
interests or business) being adversely modified or adversely
affected or any obligation or liability arising or any adverse
action being, or becoming capable of being terminated taken or
arising thereunder;
(iv) any liability of any such member to make any severance,
termination, bonus or other payment to any of its directors or
other officers;
(v) the rights, liabilities, obligations, interests or business
of any such member or any member of the Wider Artilium Group or the
Wider Pareteum Group under any such arrangement, agreement,
licence, permit, lease or instrument or the interests or business
of any such member or any member of the Wider Artilium Group or the
Wider Pareteum Group in or with any other person or body or firm or
company (or any arrangement relating to any such interests or
business) being or becoming capable of being terminated, or
adversely modified or affected or any onerous obligation or
liability arising or any adverse action being taken thereunder;
(vi) any such member ceasing to be able to carry on business
under any name under which it presently carries on business;
(vii) the financial or trading position or prospects of, any
such member being prejudiced or adversely affected;
(viii) the creation or acceleration of any liability (actual or
contingent) by any such member other than trade creditors or other
liabilities incurred in the ordinary course of business; or
(ix) no event having occurred which, under any provision of any
arrangement, agreement, licence, permit, franchise, lease or other
instrument to which any member of the Wider Artilium Group or the
Wider Pareteum Group is a party or by or to which any such member
or any of its assets are bound, entitled or subject, would or might
result in any of the events or circumstances as are referred to in
Conditions (g)(i) to (viii) above;
Certain events occurring since 30 June 2017
(h) except as Disclosed, and except, where relevant between
Artilium and/or wholly owned subsidiaries of Artilium, no member of
the Wider Artilium Group having since 30 June 2017:
(i) issued or agreed to issue or authorised or proposed or
announced its intention to authorise or propose the issue, of
additional shares of any class, or securities or securities
convertible into, or exchangeable for, or rights, warrants or
options to subscribe for or acquire, any such shares, securities or
convertible securities or transferred or sold or agreed to transfer
or sell or authorised or proposed the transfer or sale of Artilium
Shares out of treasury (except for the issue or transfer out of
treasury of Artilium Shares on the exercise of employee share
options or vesting of employee share awards in the ordinary course
under the Artilium Share Schemes);
(ii) recommended, declared, paid or made or proposed to
recommend, declare, pay or make any bonus, dividend or other
distribution (whether payable in cash or otherwise);
(iii) other than pursuant to the Acquisition (and except for
transactions in the ordinary course of business) implemented,
effected, authorised or proposed or announced its intention to
implement, effect, authorise or propose any merger, demerger,
reconstruction, amalgamation, scheme, commitment or acquisition or
disposal of assets or shares or loan capital (or the equivalent
thereof) in any undertaking or undertakings in any such case to an
extent which is material in the context of the Wider Artilium Group
or the Wider Pareteum Group taken as a whole or in the context of
the Acquisition;
(iv) except for transactions in the ordinary course of business,
disposed of, or transferred, mortgaged or created any security
interest over any material asset or any right, title or interest in
any material asset or authorised, proposed or announced any
intention to do so;
(v) issued, authorised or proposed or announced an intention to
authorise or propose, the issue of or made any change in or to the
terms of any debentures or become subject to any contingent
liability or incurred or increased any indebtedness which in any
such case is material in the context of the Wider Artilium Group or
the Wider Pareteum Group taken as a whole or in the context of the
Acquisition;
(vi) entered into or varied or authorised, proposed or announced
its intention to enter into or vary any material contract,
arrangement, agreement, transaction or commitment (whether in
respect of capital expenditure or otherwise) except in the ordinary
course of business which is of a long term, unusual or onerous
nature or magnitude or which is or which involves or could involve
an obligation of a nature or magnitude which in any such case is
material in the context of the Wider Artilium Group or the Wider
Pareteum Group taken as a whole or in the context of the
Acquisition;
(vii) save for the Management Arrangement, entered into or
varied the terms of, or made any offer (which remains open for
acceptance) to enter into or vary to a material extent the terms of
any contract, service agreement, commitment or arrangement with any
director or senior executive of any member of the Wider Artilium
Group or the Wider Pareteum Group, otherwise than in the ordinary
course of business;
(viii) save for the Management Arrangement, proposed, agreed to
provide or modified the terms of any share option scheme, incentive
scheme or other benefit relating to the employment or termination
of employment of any employee of the Wider Artilium Group or the
Wider Pareteum Group, otherwise than in the ordinary course of
business;
(ix) purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities
or reduced or made any other change to any part of its share
capital (except for the issue or transfer out of treasury of
Artilium Shares on the exercise of employee share options or
vesting of employee share awards under the Artilium Share Schemes
as Disclosed);
(x) waived, compromised or settled any claim which is material
in the context of the Wider Artilium Group or the Wider Pareteum
Group as a whole or in the context of the Acquisition;
(xi) terminated or varied the terms of any agreement or
arrangement between any member of the Wider Artilium Group and any
other person in a manner which would or might have a material
adverse effect on the financial position of the Wider Artilium
Group or the Wider Pareteum Group taken as a whole or in the
context of the Acquisition;
(xii) save as required in connection with the Acquisition, made
any material alteration to its memorandum, articles of association
or other incorporation documents or any material alteration to the
memorandum, articles of association or other incorporation
documents of any other member of the Wider Artilium Group or the
Wider Pareteum Group;
(xiii) made or agreed or consented to any significant change to:
(A) the terms of the trust deeds and rules constituting the
pension scheme(s) established by any member of the Wider Artilium
Group or the Wider Pareteum Group for its directors, employees or
their dependants;
(B) the contributions payable to any such scheme(s) or to the
benefits which accrue, or to the pensions which are payable,
thereunder;
(C) the basis on which qualification for, or accrual or
entitlement to, such benefits or pensions are calculated or
determined; or
(D) the basis upon which the liabilities (including pensions) of
such pension schemes are funded, valued, made, agreed or consented
to,
to an extent which is in any such case material in the context
of the Wider Artilium Group or the Wider Pareteum Group taken as a
whole or in the context of the Acquisition;
(xiv) except as Disclosed, been unable, or admitted in writing
that it is unable, to pay its debts or commenced negotiations with
one or more of its creditors with a view to rescheduling or
restructuring any of its indebtedness, or having stopped or
suspended (or threatened to stop or suspend) payment of its debts
generally or ceased or threatened to cease carrying on all or a
substantial part of its business which is material in the context
of the Wider Artilium Group or the Wider Pareteum Group taken as a
whole or in the context of the Acquisition;
(xv) (other than in respect of a member of the Wider Artilium
Group or the Wider Pareteum Group which is dormant and was solvent
at the relevant time) taken or proposed any steps, corporate action
or had any legal proceedings instituted or threatened against it in
relation to the suspension of payments, a moratorium of any
indebtedness, its winding-up (voluntary or otherwise), dissolution,
reorganisation or for the appointment of a receiver, administrator,
manager, administrative receiver, trustee or similar officer of all
or any material part of its assets or revenues or any analogous or
equivalent steps or proceedings in any jurisdiction or appointed
any analogous person in any jurisdiction or had any such person
appointed;
(xvi) made, authorised, proposed or announced an intention to
propose any change in its loan capital;
(xvii) entered into, implemented or authorised the entry into,
any joint venture, asset or profit sharing arrangement, partnership
or merger of business or corporate entities, which in any such case
is material in the context of the Wider Artilium Group or the Wider
Pareteum Group as a whole or in the context of the Acquisition;
or
(xviii) entered into any agreement, arrangement, commitment or
contract or passed any resolution or made any offer (which remains
open for acceptance) with respect to or announced an intention to,
or to propose to, effect any of the transactions, matters or events
referred to in this Condition (h);
No adverse change, litigation, regulatory enquiry or similar
(i) except as Disclosed, since, in the case of the Wider
Artilium Group, 30 June 2017, or, in the case of the Wider Pareteum
Group, 31 December 2017, there having been:
(i) no adverse change and no circumstance having arisen which
would reasonably be expected to result in any adverse change in,
the business, assets, liabilities, shareholders' equity, financial
or trading position or profits, operational performance or
prospects of any member of the Wider Artilium Group or the Wider
Pareteum Group which is material in the context of the Wider
Artilium Group or the Wider Pareteum Group taken as a whole or in
the context of the Acquisition;
(ii) no litigation, arbitration proceedings, prosecution or
other legal proceedings to which any member of the Wider Artilium
Group is or may become a party (whether as a claimant, defendant or
otherwise) having been threatened, announced, implemented or
instituted by or against or remaining outstanding against or in
respect of, any member of the Wider Artilium Group or the Wider
Pareteum Group, in each case which would reasonably be expected to
have a material adverse effect on the Wider Artilium Group or the
Wider Pareteum Group taken as a whole or in the context of the
Acquisition;
(iii) no enquiry, review or investigation by, or complaint or
reference to, any Third Party against or in respect of any member
of the Wider Artilium Group or the Wider Pareteum Group (or any
person in respect of which any such member has or may have
responsibility or liability) having been threatened, announced,
implemented or instituted or remaining outstanding by, against or
in respect of any member of the Wider Artilium Group or the Wider
Pareteum Group, in each case, which would reasonably be expected to
have a material adverse effect on the Wider Artilium Group or the
Wider Pareteum Group taken as a whole or in the context of the
Acquisition;
(iv) no contingent or other liability having arisen or become
apparent to Pareteum or Artilium or increased other than in the
ordinary course of business which is reasonably likely to affect
adversely the business, assets, financial or trading position or
profits of any member of the Wider Artilium Group or the Wider
Pareteum Group to an extent which is material in the context of the
Wider Artilium Group or the Wider Pareteum Group taken as a whole
or in the context of the Acquisition; and
(v) no steps having been taken and no omissions having been made
which are likely to result in the withdrawal, cancellation,
termination or modification of any licence held by any member of
the Wider Artilium Group or the Wider Pareteum Group which is
necessary for the proper carrying on of its business and the
withdrawal, cancellation, termination or modification of which
would reasonably be expected to have a material adverse effect on
the Wider Artilium Group or the Wider Pareteum Group taken as a
whole or in the context of the Acquisition;
No discovery of certain matters regarding information and
liabilities, corruption and intellectual property
(j) except as Disclosed, Pareteum or Artilium (as applicable) not having discovered that:
(i) any financial, business or other information concerning the
Wider Artilium Group or the Wider Pareteum Group announced publicly
and delivered by or on behalf of Artilium or Pareteum through a RIS
or other public announcement prior to the date of this Announcement
or publicly disclosed to any member of the Wider Pareteum Group or
the Wider Artilium Group by or on behalf of any member of the Wider
Artilium Group or the Wider Pareteum Group prior to the date of
this Announcement is misleading, contains a misrepresentation of
any fact, or omits to state a fact necessary to make that
information not misleading, in any such case which is material in
the context of the Wider Artilium Group or the Wider Pareteum Group
taken as a whole or in the context of the Acquisition;
(ii) any member of the Wider Artilium Group or the Wider
Pareteum Group or any partnership, company or other entity in which
any member of the Wider Artilium Group or the Wider Pareteum Group
has a significant economic interest and which is not a subsidiary
undertaking of Artilium or Pareteum, otherwise than in the ordinary
course of business, is subject to any liability, contingent or
otherwise, and which is material in the context of the Wider
Artilium Group or the Wider Pareteum Group taken as a whole or in
the context of the Acquisition;
(iii) any past or present member, director, officer or employee
of the Wider Artilium Group or the Wider Pareteum Group, or any
other person for whom any such person may be liable or responsible,
has not complied with the OECD Convention on Combating Bribery of
Foreign Public Officials in International Business Transactions and
any laws implementing the same, the UK Bribery Act 2010 and/or the
US Foreign Corrupt Practices Act of 1977;
(iv) any past or present member, director, officer or employee
of the Wider Artilium Group or the Wider Pareteum Group, or any
other person for whom any such person may be liable or responsible,
has engaged in any business with or made any investment in, or made
any payments to: (A) any government, entity or individual with
which US or EU persons are prohibited from engaging in activities
or doing business by US or EU laws or regulations, including the
economic sanctions administered by the United States Office of
Foreign Assets Control, or (B) any government, entity or individual
targeted by any of the economic sanctions of the United Nations or
the European Union or any of their respective member states;
(v) any asset of any member of the Wider Artilium Group or the
Wider Pareteum Group constitutes criminal property as defined by
section 340(3) of the Proceeds of Crime Act 2002 (but disregarding
paragraph (b) of that definition); or
(vi) since, in the case of the Wider Artilium Group, 30 June
2017, or, in the case of the Wider Pareteum Group, 31 December
2017, no circumstance having arisen or event having occurred in
relation to any intellectual property owned, used or licensed by
the Wider Artilium Group or the Wider Pareteum Group or to any
third parties, including: (A) any member of the Wider Artilium
Group or the Wider Pareteum Group losing its title to any
intellectual property or any intellectual property owned by the
Wider Artilium Group or the Wider Pareteum Group being revoked,
cancelled or declared invalid; (B) any agreement regarding the use
of any intellectual property licensed to or by any member of the
Wider Artilium Group or the Wider Pareteum Group being terminated
or varied or (C) any claim being filed suggesting that any member
of the Wider Artilium Group or the Wider Pareteum Group infringed
the intellectual property rights of a third party or any member of
the Wider Artilium Group or the Wider Pareteum Group being found to
have infringed the intellectual property rights of a third party,
in each case which is material in the context of the Wider Artilium
Group or the Wider Pareteum Group taken as a whole or in the
context of the Acquisition.
Part B: Certain further terms of the Acquisition
3. The Scheme will not become effective unless the Conditions
have been fulfilled or (if capable of waiver) waived or, where
appropriate determined by Pareteum and/or Artilium to be or remain
satisfied by 11.59 p.m. on the Long Stop Date.
4. Subject to the requirements of the Takeover Panel, Pareteum
reserves the right in its sole discretion to waive (if capable of
waiver) in whole or part:
(a) any of the Conditions set out in the above Condition 1 of
Part A relating to the timing of the Court Meeting, the General
Meeting and the sanctioning of the Scheme. If any of the deadlines
for those events are not met, Pareteum shall make an announcement
by 8.00 a.m. on the Business Day following such deadline confirming
whether it has invoked or waived the relevant Condition or agreed
with Artilium to extend the deadline in relation to the relevant
Condition;
(b) Condition 1(c) of Part A relating to the approval of the
Artilium Independent Shareholders of the Management Arrangement;
and
(c) all or any of the above Conditions 2(a) (New Pareteum
Shares) to (j) (No discovery of certain matters regarding
information and liabilities, corruption and intellectual property)
of Part A (inclusive), so far as they relate to Artilium, the Wider
Artilium Group or any part thereof.
5. Subject to the requirements of the Takeover Panel, Artilium
reserves the right in its sole discretion to waive (if capable of
waiver) in whole or part all or any of the above Conditions 2(c)
(Regulatory approvals and clearances) to (j) (No discovery of
certain matters regarding information and liabilities, corruption
and intellectual property) of Part A (inclusive), so far as they
relate to Pareteum, the Wider Pareteum Group or any part
thereof.
6. Conditions 2(a) (New Pareteum Shares) to (j) (No discovery of
certain matters regarding information and liabilities, corruption
and intellectual property) of Part A (inclusive) must be fulfilled
or waived by no later than 11:59 p.m. on the date immediately
preceding the date of the Court Hearing, failing which the Scheme
will lapse or, if the Acquisition is implemented by way of a
Takeover Offer, no later than as permitted by the Takeover Panel.
Each of Pareteum and Artilium shall be under no obligation to waive
or treat as fulfilled any of the Conditions which are capable of
being waived by a date earlier than the latest date specified above
for the fulfilment or waiver thereof, notwithstanding that any such
Condition or other Conditions of the Scheme and the Acquisition may
at such earlier date have been waived or fulfilled and that there
are at such earlier date no circumstances indicating that any of
such Conditions may not be capable of fulfilment.
7. Under Rules 13.5 and 13.6 of the Code, Pareteum and Artilium
(as applicable) may not invoke a Condition so as to cause the
Scheme not to proceed, or to lapse, or so as to cause any Takeover
Offer to lapse or be withdrawn, unless the circumstances which give
rise to the right to invoke the Condition are of material
significance to Pareteum Shareholders or Artilium Shareholders (as
applicable) in the context of the Acquisition. Condition 1 of Part
A (and, if applicable, any acceptance condition adopted on the
basis specified in paragraph 9 below in relation to any Takeover
Offer) are not subject to this provision of the Code.
8. If Pareteum is required by the Takeover Panel to make an
offer for Artilium Shares under the provisions of Rule 9 of the
Code, Pareteum and Artilium may make such alterations to the
Conditions and certain further terms of the Acquisition as are
necessary to comply with the provisions of that Rule.
9. Pareteum reserves the right to elect (with the consent of the
Takeover Panel) to implement the Acquisition by making, directly or
indirectly through a subsidiary or nominee of Pareteum, a Takeover
Offer as an alternative to the Scheme. In such event, the Takeover
Offer will be implemented on the same terms or, if Pareteum so
decides, on such other terms being no less favourable, subject to
appropriate amendments, as far as applicable, as those which would
apply to the Scheme. The acceptance condition would be set at 90
per cent. of the shares to which such Takeover Offer relates (or
such lesser percentage as Pareteum may decide with the consent of
the Takeover Panel provided that it if became or was declared
unconditional in all respects, the Takeover Offer would result in
Pareteum holding Artilium Shares carrying greater than 50 per cent.
of the voting rights in Artilium). Further, if sufficient
acceptances of the Takeover Offer are received and/or sufficient
Artilium Shares are otherwise acquired, it is the intention of
Pareteum to apply the provisions of the Companies Act to
compulsorily acquire any outstanding Artilium Shares to which such
Takeover Offer relates.
10. The Acquisition will lapse (unless otherwise agreed with the Takeover Panel) if:
(a) in so far as the Acquisition or any matter arising from or
relating to the Scheme or Acquisition constitutes a concentration
with a community dimension within the scope of the Merger
Regulation, the European Commission either initiates proceedings
under Article 6(1)(c) of the Merger Regulation or makes a referral
to a competent authority of the United Kingdom under Article 9(1)
of the Merger Regulation and there is then a CMA Phase 2 Reference;
or
(b) in so far as the Acquisition or any matter arising from the
Scheme or Acquisition does not constitute a concentration with a
community dimension within the scope of the Merger Regulation, the
Scheme or Acquisition or any matter arising from or relating to the
Acquisition becomes subject to a CMA Phase 2 Reference,
in each case, before the date of the Court Meeting.
11. The Artilium Shares shall be acquired by Pareteum, with full
legal title and beneficial ownership, fully paid and free from all
liens, equitable interests, charges, encumbrances, rights of
pre-emption and any other third party rights and interests
whatsoever and together with all rights existing at the date of
this Announcement or thereafter attaching thereto, including
(without limitation) the right to receive and retain, in full, all
dividends and other distributions (if any) declared, made or paid
or any other return of capital (whether by way of reduction of
share capital or share premium account or otherwise) made on or
after the date of this Announcement in respect of the Artilium
Shares.
12. If any dividend or other distribution in respect of the
Artilium Shares is declared, paid or made on or after the date of
this Announcement, Pareteum reserves the right to reduce the
consideration payable for each Artilium Share under the terms of
the Acquisition by the amount per Artilium Share of such dividend
or distribution.
13. Fractions of New Pareteum Shares will not be issued to
Artilium Shareholders. Instead, Artilium Shareholders who otherwise
would have received a fraction of a New Pareteum Share will receive
an additional amount in cash, rounded to the nearest cent, based on
the amount obtained by multiplying such fraction by the average of
the high and low sales prices of Pareteum Shares on the NYSE
American on each of the five consecutive trading days ending on the
trading day that is two trading days prior to the Effective
Date.
14. The New Pareteum Shares to be issued pursuant to the
Acquisition have not been and will not be registered under any of
the relevant securities laws of Canada, Japan or Australia and no
relevant clearance in respect of the New Pareteum Shares has been,
or will be, applied for in any jurisdiction other than the US. The
New Pareteum Shares are not being, and may not be, offered, sold,
resold, delivered or distributed, directly or indirectly in or into
Australia, Canada or Japan or any other jurisdiction if to do so
would constitute a violation of relevant laws of, or require
registration thereof in, such jurisdiction (except pursuant to an
exemption, if available, from any applicable registration
requirements or otherwise in compliance with all applicable
laws).
15. The New Pareteum Shares will be issued credited as fully
paid and will rank pari passu in all respects with Pareteum Shares
in issue at the time that the New Pareteum Shares are issued
pursuant to the Acquisition, including the right to receive and
retain dividends and other distributions declared, made or paid by
reference to a record date falling on or after the Effective Date.
Application will be made to the NYSE American for the New Pareteum
Shares to be listed on the NYSE American on completion of the
Acquisition.
16. The availability of the Acquisition to persons not resident
in the United Kingdom may be affected by the laws of relevant
jurisdictions. Therefore any persons who are subject to the laws of
any jurisdiction other than the United Kingdom and any Artilium
Shareholders who are not resident in the United Kingdom will need
to inform themselves about and observe any applicable
requirements.
17. Unless otherwise determined by Pareteum or required by the
Code and permitted by applicable law and regulations, the
Acquisition is not being, and will not be, made, directly or
indirectly, in, into or by the use of the mails of, or by any other
means or instrumentality (including, without limitation, facsimile,
email or other electronic transmission, telex or telephone) of
interstate or foreign commerce of, or of any facility of a
national, state or other securities exchange of, any Restricted
Jurisdiction and will not be capable of acceptance by any such use,
means, instrumentality or facility or from within any Restricted
Jurisdiction.
18. Each of the Conditions shall be regarded as a separate
Condition and shall not be limited by reference to any other
Condition.
19. This Announcement and any rights or liabilities arising
hereunder, the Acquisition, the Scheme and the Forms of Proxy will
be governed by the laws of England and Wales and will be subject to
the jurisdiction of the courts of England. The Acquisition shall be
subject to the applicable requirements of the Code, the Takeover
Panel, the AIM Rules, the London Stock Exchange, the NYSE American,
the SEC and the FCA.
APPIX II
SOURCES OF INFORMATION AND BASES OF CALCULATION
1. All references to Artilium Shares are to Artilium ordinary
shares of 5 pence each and references to Pareteum Shares are to
Pareteum shares of common stock of $0.00001 each.
2. The issued and to be issued ordinary share capital of
Artilium of 399,109,292 comprises (i) 354,891,582 Artilium Shares
in issue as of 6 June 2018, which included 27,695,177 Artilium
shares owned by Pareteum, and (ii) 44,217,710 Artilium shares
expected to be issued on or after the date of this Announcement to
satisfy the exercise of options, payment of share-based
remuneration in lieu of cash, deferred consideration for
acquisitions, loan interest payments in shares and shares to be
issued to advisers as consideration for services rendered.
3. The implied offer price of 19.55 pence per Artilium Share is
calculated by multiplying the exchange ratio of 0.1016 New Pareteum
Shares per Artilium Share by the closing market price of Pareteum
Shares of US$2.33 on 6 June 2018, converting the result into GBP at
a GBP:$ fx rate of 1.3413, and then adding 1.9p, being the cash
consideration per Artilium Share.
4. The value of Artilium's entire issued and to be issued
ordinary share capital implied by the terms of the Acquisition is
based on the issued and to be issued share capital of Artilium (as
referred to in paragraph 2 above) multiplied by the implied offer
price (as referred to in paragraph 3 above).
5. The number of New Pareteum Shares to be issued pursuant to
the Acquisition is calculated as Artilium's issued and to be issued
ordinary share capital of 399,109,292 (as referred to in paragraph
2 above), minus the 27,695,177 Artilium shares owned by Pareteum
(referred to in paragraph 2 above), minus the 23,583,917 vesting
options held by Bart Weijermars and Rupert Hutton, multiplied by
the 0.1016x exchange ratio, plus the 1,975,257 New Pareteum Shares
expected to be issued to Bart Weijermars and Rupert Hutton pursuant
to management option agreements in relation to their 23,583,917
vesting options.
6. As of 6 June 2018, Pareteum had 54,664,827 shares of common
stock outstanding, which included 3,200,332 Pareteum Shares owned
by Artilium which will be cancelled on completion of the
Acquisition, and 18,396,956 dilutive securities.
7. The enlarged issued share capital of the Combined Group
(being 89,316,571 Pareteum Shares) has been calculated on the basis
of:
(i) 54,664,827 Pareteum common stock outstanding (as referred to
in paragraph 6 above); plus
(ii) 37,314,805 New Pareteum Shares which would be issued under
the terms of the Acquisition, (as referred in paragraph 5 above),
plus 537,271 New Pareteum Shares to be issued under the Management
Arrangement; minus
(iii) The 3,200,332 Pareteum Shares currently held by Artilium
(as referred in paragraph 6 above).
8. The enlarged issued share capital of the Combined Group on a
fully diluted basis (being 107,713,527 Pareteum Shares) has been
calculated on the basis of the enlarged issued share capital of the
Combined Group, being 89,316,571 Pareteum Shares (as referred to in
paragraph 7 above), plus the 18,396,956 Pareteum dilutive
securities referred to in paragraph 6 above.
9. The percentage of the enlarged issued share capital of the
Combined Group that will be owned by Artilium shareholders is
calculated by dividing the number of New Pareteum Shares to be
issued pursuant to the terms of the Acquisition referred to in
paragraph 5 plus 537,271 New Pareteum Shares to be issued under the
Management Arrangement by the enlarged issued share capital of the
Combined Group (as set out in paragraph 7 above) and multiplying
the resulting amount by 100 to produce a percentage.
10. The percentage of the enlarged issued share capital of the
Combined Group that will be owned by Pareteum shareholders is
calculated by dividing the 54,664,827 existing Pareteum Shares less
the 3,200,332 Pareteum Shares owned by Artilium referred to in
paragraph 6 by the enlarged issued share capital of the Combined
Group (as set out in paragraph 7 above) and multiplying the
resulting amount by 100 to produce a percentage.
11. The percentage of the enlarged issued share capital of the
Combined Group on a fully diluted basis that will be owned by
Artilium shareholders is calculated by dividing the number of New
Pareteum Shares to be issued pursuant to the terms of the
Acquisition referred to in paragraph 5 plus 537,271 New Pareteum
Shares to be issued under the Management Arrangement by the
enlarged issued share capital of the Combined Group on a fully
diluted basis (as set out in paragraph 8 above) and multiplying the
resulting amount by 100 to produce a percentage.
12. The percentage of the enlarged issued share capital of the
Combined Group on a fully diluted basis that will be owned by
Pareteum shareholders is calculated by dividing the 54,664,827
existing Pareteum Shares less the 3,200,332 Pareteum Shares owned
by Artilium referred to in paragraph 6 by the enlarged issued share
capital of the Combined Group on a fully diluted basis (as set out
in paragraph 8 above) and multiplying the resulting amount by 100
to produce a percentage.
13. Unless otherwise stated all prices, volume weighted average
and closing prices for Artilium Shares and Pareteum Shares are
derived from Bloomberg.
14. The premium calculations to the price per Artilium Share
have been calculated by reference to implied offer price of 19.55
pence per Artilium Share referred to in paragraph 3 above and:
(i) the Closing Price of an Artilium Share of 16.5 pence on 6 June 2018;
(ii) the one calendar month volume weighted average price of an
Artilium Share of 16.44 pence, from 6 May 2018 to 6 June 2018;
(iii) the three calendar month volume weighted average price of
an Artilium Share of 15.03 pence, from 6 March 2018 to 6 June 2018;
and
(iv) the Closing Price of an Artilium Share of 8.25 pence on 13
October 2017 (being the last Business Day prior to the date of
Artilium's announcement of its strategic alliance with
Pareteum).
15. The exchange rate of $1.3413:GBP1 for the conversion of U.S.
dollars into pounds sterling has been derived from Bloomberg as of
6 June 2018.
16. Unless otherwise stated, the historical financial
information relating to Pareteum is extracted or derived from the
audited consolidated financial statements of Pareteum for the
relevant periods, prepared in accordance with U.S. GAAP.
17. Unless otherwise stated, the historical financial
information relating to Artilium is extracted or derived from the
audited financial statements of Artilium for the relevant periods,
prepared in accordance with IFRS.
18. Certain figures included in this Announcement have been subject to rounding adjustments.
19. The statement that the Acquisition represents an implied
Enterprise Value / LTM Revenue 31 December 2017 multiple for
Artilium of 4.3x is calculated by dividing the implied Enterprise
Value of the Acquisition of GBP70.63m by Artilium's pro forma
Revenue for the twelve months ended 31 December 2017 of GBP16.54m.
The Enterprise Value of the Acquisition is based on the fully
diluted share capital of Artilium of 399,109,292 (as per paragraph
2 above) multiplied by the implied offer price (as per paragraph 3
above), plus total debt of GBP0.73m as at 31 December 2017, minus
cash of GBP2.56m as at 31 December 2017, minus GBP5.56m, being the
value of Artilium's investment in Pareteum as at 6 June 2018.
Artilium's pro forma Revenue for the twelve months ended 31
December 2017 is stated pro forma for the Interactive Digital Media
GmbH acquisition and is converted into GBP at EUR:GBP fx rate of
1.1409 which represents the average exchange rate for 2017.
20. Based on Pareteum Non-GAAP earnings per share for the
financial year ended 31 December 2019 and onwards. Non-GAAP EPS
excludes stock compensation expense, amortization of intangible
assets, restructuring charges, acquisition, integration, other
one-time items and their related income tax effect. The statement
that the Acquisition is expected to be earnings accretive is not
intended as a profit forecast and should not be construed as such,
and is not subject to the requirements of Rule 28 of the Takeover
Code. The statement should not be interpreted to mean that the
earnings per share in any future financial period will necessarily
match or be greater than those for the relevant preceding financial
period.
21. Pro-forma based on management estimates. Artilium financials
calendarized to 31 December and excluding impact of purchase
accounting adjustments. Pareteum FY2018 revenue estimate of $24.0m.
Artilium FY2018 estimate of $25.0m. Artilium financials converted
into USD at Pareteum's long term business plan rate of USD:EUR =
0.8000.
APPIX III
DETAILS OF IRREVOCABLE UNDERTAKINGS
Pareteum and Artilium have received irrevocable undertakings to
accept the Acquisition in respect of a total of 215,433,992
Artilium Shares (representing, in aggregate, approximately 60.70
per cent. of Artilium's Shares in issue on the Last Practicable
Date), comprised as follows:
Artilium Directors' irrevocable undertakings
Per cent. of Artilium
Number of Artilium Shares in issue
Name Shares (%)
----------------- ------------------- ----------------------
Jan-Paul Menke 6,936,897 1.95
Bart Weijermars 2,423,633 0.68
Rupert Hutton 256,410 0.07
Gerard Dorenbos 63,929,687 18.01
Total 73,546,627 20.71
The irrevocable undertakings from the Artilium Directors will
only cease to be binding if:
(a) the Scheme or a Takeover Offer announced in implementation
of the Acquisition has not become Effective or been declared
unconditional in all respects in accordance with the requirements
of the Code (as the case may be) prior to the Long Stop Date;
or
(b) the Scheme or a Takeover Offer (as the case may be) has
lapsed or been withdrawn in accordance with its terms (for the
avoidance of doubt, this shall not apply where the Scheme lapses or
is withdrawn solely as a result of Pareteum exercising its right to
implement the Acquisition by way of a Takeover Offer rather than a
Scheme) and no new, revised or replacement Scheme or Takeover Offer
has been announced by Pareteum or its affiliates in accordance with
Rule 2.7 of the Code at the same time.
Other Artilium Shareholders' irrevocable undertakings
Per cent. of Artilium
Number of Artilium Shares
Name Shares in issue (%)
-------------------------- ------------------- ----------------------
Frank Kamsteeg 14,486,931 4.08
Alberto Gimona 3,250,000 0.92
Andre Koudstaal 6,094,372 1.72
Family Deleu-Hillaert 27,316,147 7.70
N&L
Eddy de Kroes 7,816,849 2.20
Maarten van der Landen 17,184,346 4.84
Mollinn (Roland Benuis) 4,075,000 1.15
Nico de Pronk 18,788,437 5.29
Red Lum 2,996,780 0.84
Ronald Zimet 23,900,000 6.73
Sven van der Boogaard 1,650,000 0.46
Junint Limited 14,328,503 4.04
Total 141,887,365 39.98
The irrevocable undertakings from the other Artilium
Shareholders will only cease to be binding if:
(a) the Scheme or a Takeover Offer announced in implementation
of the Acquisition has not become Effective or been declared
unconditional in all respects in accordance with the requirements
of the Code (as the case may be) prior to the Long Stop Date;
(b) the Scheme or a Takeover Offer (as the case may be) has
lapsed or been withdrawn in accordance with its terms (for the
avoidance of doubt, this shall not apply where the Scheme lapses or
is withdrawn solely as a result of Pareteum exercising its right to
implement the Acquisition by way of a Takeover Offer rather than a
Scheme) and no new, revised or replacement Scheme or Takeover Offer
has been announced by Pareteum or its affiliates in accordance with
Rule 2.7 of the Code at the same time; or
(c) a third party makes a competing offer at a value which (in
Pareteum's reasonable opinion on the advice of Jefferies) exceeds
the value of the consideration per Artilium Share under the
Acquisition by 15 per cent. or more per Artilium Share (provided
that, if no later than 5.00 p.m. on the fifth business day after
the day on which the third party's offer is made, the consideration
per Artilium Share under the Acquisition is increased such that its
value (in Pareteum's reasonable opinion on the advice of Jefferies)
is equal to or exceeds the third party's offer, this deed shall not
lapse and all obligations under it shall remain in full force and
effect).
APPIX IV
PARETEUM PROFIT FORECAST
On 7 May 2018, Pareteum announced its first quarter 2018
results, which included the following statement (further to
guidance released on 27 March and 16 April 2018):
"Raised 2018 Outlook to At Least 60% Revenue Growth:
Based on our 36-month contractual revenue backlog of $200
million, as of March 31, 2018, and 2,200,000 connections, we are
raising our 2018 outlook. The Company now expects 2018 revenue
growth of at least 60% over 2017, up from the previous provided
guidance of 50%. Also, with its current cost structures, Pareteum
expects positive EBITDA, and cash from continuing operations for
the full year 2018. As we convert backlog to connections, our
revenue will increase and for every incremental dollar of revenue,
we expect contribution to our bottom line. Our target gross margins
are 70-75%."
The above statement constitutes a profit forecast for the
purposes of Rule 28 of the Code (the "Pareteum Profit
Forecast").
Set out below is the basis of preparation in respect of the
Pareteum Profit Forecast, together with the assumptions on which it
is based.
Basis of preparation
The Pareteum Profit Forecast is based on a reasonable estimation
of future performance of the business by the Pareteum Directors and
management.
The Pareteum Profit Forecast has been prepared on a basis
consistent with the Pareteum Group's accounting policies which are
in accordance with U.S. GAAP. These policies are consistent with
those applied in the preparation of the Pareteum Group's annual
results for the year ended 31 December 2017.
Assumptions
The Pareteum Profit Forecast is based on the following
assumptions:
Factors outside the influence or control of the Pareteum
Directors:
-- There will be no material changes to existing prevailing
macroeconomic or political conditions in the markets and regions in
which the Pareteum Group operates.
-- There will be no material changes to the conditions of the
markets and regions in which the Pareteum Group operates or in
relation to customer demand or the behaviour of competitors in
those markets and regions.
-- The interest, inflation and tax rates in the markets and
regions in which the Pareteum Group operates will remain materially
unchanged from the prevailing rates.
-- There will be no material adverse events that will have a
significant impact on Pareteum's financial performance.
-- There will be no business disruptions that materially affect
the Pareteum Group or its key customers, including natural
disasters, acts of terrorism, cyber-attack and/or technological
issues or supply chain disruptions.
-- There will be no material changes in legislation or
regulatory requirements impacting on the Pareteum Group's
operations or its accounting policies.
-- The Scheme will not result in any material changes to Pareteum's obligations to customers.
-- The Scheme will not have any material impact on Pareteum's
ability to negotiate new business.
Factors within the influence and control of the Pareteum
Directors:
-- Pareteum's current and new contract negotiations will
conclude substantially as the Pareteum Directors would reasonably
expect based on the Pareteum Group's past experience.
-- There will be no material change to the present management of Pareteum.
-- There will be no material change in the operational strategy of the Pareteum Group.
-- There will be no material acquisitions or disposals.
-- There will be no material strategic investments over and above those currently planned.
-- The forecast excludes any impact of the Acquisition.
-- There will be no unexpected technical or network issues with products or process.
Pareteum Directors' confirmation
With the consent of Artilium, the Panel has granted a
dispensation from the Code requirement for Pareteum's reporting
accountants and financial advisers to prepare reports in respect of
the Pareteum Profit Forecast.
The Pareteum Directors have considered the Pareteum Profit
Forecast and confirm that it remains valid as at the date of this
Announcement, and has been properly compiled on the basis of the
assumptions set out in this Appendix IV and that the basis of the
accounting used is consistent with Pareteum's accounting
policies.
APPIX V
DEFINITIONS
In this Announcement, the following words and expressions have
the following meanings, unless the context requires otherwise:
Acquisition the recommended offer to be made by Pareteum
to acquire the entire issued and to be
issued ordinary share capital of Artilium
to be effected by means of the Scheme
(or, if Pareteum so elects and subject
to the Takeover Panel's consent, a Takeover
Offer) on the terms and subject to the
conditions set out in the Scheme Document;
AIM AIM, a market operated by the London Stock
Exchange;
AIM Rules the AIM Rules for companies and the AIM
Rules for Nominated Advisors issued by
the London Stock Exchange from time to
time relating to AIM traded securities
and the operation of AIM;
Announcement this announcement of the Acquisition made
in accordance with Rule 2.7 of the Code;
Artilium Artilium plc;
Artilium's Articles Artilium's Articles of Association currently
adopted and filed with Companies House;
Artilium Directors the directors of Artilium from time to
time;
Artilium Group Artilium and its subsidiaries and subsidiary
undertakings;
Artilium Independent the Artilium Shareholders excluding Bart
Shareholders Weijermars and any person acting in concert
or connected with him;
Artilium Management the options over ordinary shares of 5p
Options each in the Company granted to Rupert
Hutton and Grootzande Management BV on
1 July 2017;
Artilium Meetings together, the Court Meeting and the General
Meeting;
Artilium Recommending the Artilium Directors excluding Bart
Directors Weijermars and any person acting in concert
or connected with him;
Artilium Shareholders the holders of Artilium Shares, excluding
Pareteum;
Artilium Shares ordinary shares of GBP0.05 each in the
capital of Artilium;
Authorisations authorisations, orders, recognitions,
grants, consents, clearances, confirmations,
certificates, licences, permissions, determinations,
exemptions or approvals;
Business Day a day, other than a Saturday, Sunday,
public holiday or bank holiday, on which
banks are generally open for normal business
in the City of London and New York;
Closing Price the closing middle market quotation for
an Artilium Share at the close of business
on the day to which such price relates,
as derived from the AIM appendix to the
Daily Official List;
CMA the independent body which conducts inquiries
into mergers, markets and the regulation
of the major regulated industries in the
United Kingdom (or any successor body
or bodies carrying out the same functions
in the United Kingdom from time to time);
CMA Phase 2 Reference a reference of the Acquisition to the
chair of the Competition and Markets Authority
for the constitution of a group under
Schedule 4 to the Enterprise and Regulatory
Reform Act 2013;
Code the City Code on Takeovers and Mergers;
Combined Group the enlarged group following the completion
of the Acquisition, comprising the Pareteum
Group and the Artilium Group;
Companies Act the UK Companies Act 2006;
Competition Laws any federal, state, local statutes, rules,
regulations, orders, decrees, administrative
or judicial doctrines or other laws issued
by a Governmental Entity that are designed
or intended to prohibit, restrict or regulate
actions having the purpose or effect of
monopolisation or restraint of trade or
lessening of competition through merger
or acquisition;
Conditions the conditions to the implementation of
the Scheme and the Acquisition, which
are set out in Appendix I to this Announcement
and to be set out in the Scheme Document;
Confidentiality Agreement the confidentiality agreement entered
into by Pareteum and Artilium on 31 January
2018;
Co-operation Agreement the co-operation agreement entered into
by Pareteum and Artilium on or around
6 June 2018;
Court the High Court of Justice in England and
Wales;
Court Hearing the hearing by the Court to sanction the
Scheme and, if such hearing is adjourned,
references to the commencement of any
such hearing shall mean the commencement
of the final adjournment thereof;
Court Meeting the meeting (or any adjournment, postponement
or reconvention thereof) of the Artilium
Independent Shareholders (or the relevant
class or classes thereof) to be convened
by order of the Court pursuant to Part
26 of the Companies Act to consider and,
if thought fit, approve the Scheme (with
or without modification);
Court Order the order of the Court sanctioning the
Scheme;
CREST the relevant system (as defined in the
Regulations) in respect of which Euroclear
UK & Ireland is the Operator (as defined
in the Regulations);
Daily Official List the Daily Official List of the London
Stock Exchange;
Dealing Disclosure has the same meaning as in Rule 8 of the
Code;
Disclosed in the case of Artilium: (i) matters fairly
disclosed in the information made available
to Pareteum (or Pareteum's advisers) in
the data room established by Artilium
for the purposes of the Acquisition; (ii)
information fairly disclosed in writing
by or on behalf of Artilium to Pareteum
prior to the date of this Announcement
in relation to the Acquisition; (iii)
information included in the annual report
and accounts of the Artilium Group for
the financial year ended 30 June 2017;
(iv) information disclosed in a public
announcement to a RIS made by Artilium
prior to the date of this Announcement;
or (v) disclosed in this Announcement;
in the case of Pareteum: (i) matters fairly
disclosed in the information made available
to Artilium (or Artilium's advisers) in
the data room established by Pareteum
for the purposes of the Acquisition; (ii)
information fairly disclosed in writing
by or on behalf of Pareteum to Artilium
prior to the date of this Announcement
in relation to the Acquisition; (iii)
information included in the annual report
and accounts of the Pareteum Group for
the financial year ended 31 December 2017;
(iv) information disclosed in a public
announcement made by Pareteum prior to
the date of this Announcement; or (v)
disclosed in this Announcement;
Disclosure Table the disclosure table on the Takeover Panel's
website at www.thetakeoverpanel.org.uk;
Effective in the context of the Acquisition: (a)
if the Acquisition is implemented by way
of a Scheme, the Scheme having become
effective in accordance with its terms,
upon the delivery of the Court Order to
the Registrar of Companies; or (b) if
the Acquisition is implemented by way
of a Takeover Offer, the Takeover Offer
having been declared or become unconditional
in all respects in accordance with the
requirements of the Code;
Effective Date the date upon which: (a) the Scheme becomes
Effective; or (b) if Pareteum elects and
the Takeover Panel consents to implement
the Acquisition by way of a Takeover Offer,
the Takeover Offer becomes Effective;
Excluded Shares (i) any Artilium Shares legally or beneficially
held by Pareteum or any member of the
Pareteum Group; or (ii) any Treasury Shares;
FCA the UK Financial Conduct Authority or
its successor from time to time;
finnCap finnCap Ltd.;
Forms of Proxy the forms of proxy for use at the Court
Meeting and the General Meeting respectively,
which will accompany the Scheme Document;
FSMA the Financial Services and Markets Act
2000, as amended;
General Meeting the general meeting (or any adjournment,
postponement or reconvention thereof)
of Artilium Shareholders to be convened
in connection with the Scheme;
Governmental Entity any supranational, national, state, municipal,
local or foreign government, any instrumentality,
subdivision, court, arbitrator or arbitrator
panel, regulatory or administrative agency
or commission, or other authority thereof,
or any regulatory or quasi-regulatory
organisation or private body exercising
any regulatory, taxing, importing or other
governmental or quasi-governmental authority;
Initial Stock Options the initial stock options over Pareteum
Shares to be awarded to Bart Weijermars
in accordance with the terms of the Management
Services Agreement, as further described
in paragraph 16 (Summary of the Management
Arrangement);
Jefferies Jefferies International Limited;
Last Practicable Date 6 June 2018 (being the last Business Day
prior to the date of this Announcement);
London Stock Exchange London Stock Exchange Group Plc;
Long Stop Date 31 January 2019 or such later date (if
any) as Pareteum and Artilium may, with
the consent of the Takeover Panel, agree
and (if required) the Court may allow;
Management Arrangement the arrangements set out in the Management
Services Agreement, and as further described
in paragraph 16 (Summary of the Management
Arrangement) of this Announcement and
to be set out in the Scheme Document;
Management Company Grootzande Management BV of Park Leeuwensteijn
4, 2272 AC Voorburg, The Netherlands,
registered KvK 55703755, of which Bart
Weijermars is the principal;
Management Services the management services agreement entered
Agreement into by Pareteum and the Management Company
on 8 May 2018 (and amended on 7 June 2018);
Merger Regulation Council Regulation (EC) No 139/2004;
New Pareteum Shares the Pareteum Shares which are issued in
connection with the Acquisition;
NYSE American NYSE American LLC, an exchange owned by
the Intercontinental Exchange, Inc.;
Offer Period the period which commenced on the date
of this Announcement and ending on the
date on which the Acquisition becomes
Effective, lapses or is withdrawn (or
such other date as the Takeover Panel
may decide);
Opening Position Disclosure has the same meaning as in Rule 8 of the
Code;
Pareteum Pareteum Corporation, a company incorporated
in the State of Delaware, USA;
Pareteum Directors the directors of Pareteum from time to
time;
Pareteum Group Pareteum and its subsidiaries and subsidiary
undertakings;
Pareteum Profit Forecast the Pareteum profit forecast set out in
Appendix IV;
Pareteum Shares the common stock of $0.00001 par value
each in the capital of Pareteum;
Pareteum Stockholders the holders of Pareteum Shares;
Pareteum Stockholder the meeting of Pareteum Stockholders to
Meeting be convened in connection with the Acquisition,
notice of which will be sent to Pareteum
Stockholders, including any adjournment
thereof;
Pareteum Stockholder a resolution for the approval of the issuance
Resolution of the New Pareteum Shares in relation
to the Acquisition by a majority of votes
cast on such resolution at the Pareteum
Stockholder Meeting, as required by the
rules of the NYSE American;
Pareteum Stock Option Pareteum's 2017 Long-Term Incentive Compensation
Plan Plan or such future successor long-term
incentive compensation plan as Pareteum
has in place, from time to time;
PRA the UK Prudential Regulation Authority
or its successor from time to time;
Proxy Statement the proxy statement on Schedule 14A to
be sent by Pareteum to Pareteum Stockholders
summarising the background to and reasons
for the Acquisition, which includes a
notice convening the Pareteum Stockholder
Meeting;
Registrar of Companies the Registrar of Companies in England
and Wales;
Regulations the Uncertificated Securities Regulations
2001 (SI 2001/3755);
Resolutions the resolutions to be proposed by Artilium
at the General Meeting in connection with,
amongst other things, the approval of
the Scheme, the approval of the Management
Arrangement, the amendment of Artilium's
Articles and such other matters as may
be necessary to implement the Scheme;
Restricted Jurisdiction any jurisdiction where local laws or regulations
may result in a significant risk of civil,
regulatory or criminal exposure if information
concerning the Acquisition is sent or
made available in that jurisdiction;
RIS a service approved by the London Stock
Exchange for the distribution to the public
of announcements and included within the
list maintained on the London Stock Exchange's
website;
Scheme the proposed scheme of arrangement under
Part 26 of the Companies Act to effect
the Acquisition between Artilium and the
Scheme Shareholders (the full terms of
which will be set out in the Scheme Document),
with or subject to any modification, addition
or condition which Pareteum and Artilium
may agree, and, if required, the Court
may approve or impose;
Scheme Document the document to be despatched to (amongst
others) Artilium Shareholders containing,
amongst other things, the terms and conditions
of the Scheme and the notices convening
the Court Meeting and the General Meeting;
Scheme Record Time the time and date to be specified in the
Scheme Document, expected to be 6:00 p.m.
on the Business Day immediately prior
to the Effective Date;
Scheme Shareholders holders of Scheme Shares;
Scheme Shares the Artilium Shares:
(i) in issue at the date of the Scheme
Document;
(ii) (if any) issued after the date of
the Scheme Document and prior to the Voting
Record Time; and
(iii) (if any) issued at or after the
Voting Record Time but at or before the
Scheme Record Time in respect of which
the original or any subsequent holder
thereof is bound by the Scheme or shall
by such time have agreed in writing to
be bound by the Scheme,
in each case other than any Excluded Shares;
SEC the US Securities and Exchange Commission;
Takeover Offer should the Acquisition be implemented
by way of a takeover offer as defined
in section 974 of the UK Companies Act
2006, the offer to be made by or on behalf
of Pareteum to acquire the entire issued
and to be issued ordinary share capital
of Artilium and, where the context requires,
any subsequent revision, variation, extension
or renewal of such offer;
Takeover Panel the UK Panel on Takeovers and Mergers;
Third Party each of a central bank, government or
governmental, quasi-governmental, supranational,
statutory, regulatory, professional or
investigative body or authority (including
any antitrust or merger control authority),
court, trade agency, professional association,
institution, works council, employee representative
body or any other similar body or person
whatsoever in any jurisdiction;
Treasury Shares any Artilium Shares which are for the
time being held by Artilium as treasury
shares (within the meaning of the Companies
Act);
United Kingdom or UK the United Kingdom of Great Britain and
Northern Ireland;
United States or US the United States of America, its territories
or USA or United States and possessions, all areas subject to
of America its jurisdiction or any subdivision thereof,
any state of the United States of America
and the District of Columbia;
US Exchange Act the United States Securities Exchange
Act of 1934, as amended, and the rules
and regulations promulgated thereunder;
US Securities Act the United States Securities Act of 1933,
as amended, and the rules and regulations
promulgated thereunder;
Voting Record Time the date and time specified in the Scheme
Document by reference to which entitlements
to vote on the Scheme will be determined,
expected to be 6.00 p.m. on the day which
is two days before the date of the Court
Meeting or, if the Court Meeting is adjourned,
6.00 p.m. on the second day before the
date of such adjourned meeting;
Volume Weighted Average the volume weighted average of the per
Price share trading prices of Artilium Shares
on the London Stock Exchange as reported
through FactSet;
Wider Pareteum Group Pareteum, its parent undertakings and
its and such parent undertakings' subsidiary
undertakings and any other body corporate,
partnership, joint venture or person in
which Pareteum and/or such undertakings
(aggregating their interests) have an
interest of more than 20 per cent. of
the voting or equity capital or the equivalent;
Wider Artilium Group Artilium, its subsidiary undertakings,
and any other body corporate, partnership,
joint venture or person in which Artilium
and/or such undertakings (aggregating
their interests) have an interest of more
than 20 per cent. of the voting or equity
capital or the equivalent;
EUR or EUR Euro, the lawful currency of the countries
within the currency union of the European
Union;
GBP of GBP or pence pounds sterling or pence, the lawful currency
of the United Kingdom; and
USD, US$, $ or cents US dollar, the lawful currency of the
United States of America.
In this Announcement:
(a) all times referred to are to London time unless otherwise stated;
(b) references to the singular include the plural and vice
versa, unless the context otherwise requires;
(c) "subsidiary", "subsidiary undertaking" and "undertaking"
have the meanings given by the Companies Act and "associated
undertaking" has the meaning given to it by paragraph 19 of
Schedule 6 of the Large and Medium-sized Companies and Groups
(Accounts and Reports) Regulations 2008, other than paragraph 1(b)
thereof which shall be excluded for this purpose; and
(d) all references to statutory provision or law or to any order
or regulation shall be construed as a reference to that provision,
law, order or regulation as extended, modified, replaced or
re-enacted from time to time and all statutory instruments,
regulations and orders from time to time made thereunder or
deriving validity therefrom.
[1] See paragraph 19 of Appendix II.
[2] See paragraph 20 of Appendix II.
[3] See paragraph 19 of Appendix II.
[4] See paragraph 20 of Appendix II.
[5] See paragraph 21 of Appendix II.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
OFFXDLBBVQFBBBZ
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June 07, 2018 02:00 ET (06:00 GMT)
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