TIDMIMO
RNS Number : 2175U
IMImobile PLC
10 July 2018
THIS ANNOUNCEMENT IS NOT FOR RELEASE, DISTRIBUTION OR
PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO,
OR WITHIN AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA,
NEW ZEALAND OR THE UNITED STATES OR IN TO ANY OTHER JURISDICTION
WHERE SUCH AN ANNOUNCEMENT WOULD BE UNLAWFUL. FURTHER, THIS
ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT
CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY,
SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SHARES OR OTHER SECURITIES
OF IMIMOBILE PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR
SOLICITATION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT
THE OF THIS ANNOUNCEMENT.
IMImobile PLC
("IMImobile" or the "Company")
Proposed Secondary Placing of Ordinary Shares in IMImobile
IMImobile announces that it has been notified by certain
employees, including the PDMRs listed below, of their intention to
exercise options over 3,216,543 ordinary shares of 10 pence each in
the Company (the "Option Shares"). The Option Shares to be
exercised are a mix of those granted both pre and post IPO with a
range of exercise prices between GBP0.00 and GBP1.81 per ordinary
share.
The Company also announces that it has been notified by certain
employees, including the PDMRs listed below (together the "Selling
Shareholders"), that they intend to sell in aggregate up to a
maximum of 3,995,869 ordinary shares of 10 pence each, including
2,898,119 Option Shares (the "Placing Shares") via an accelerated
bookbuild placing to institutional investors (the "Placing").
The Placing Shares, which represent approximately 6.4 per cent.
of the issued share capital of the Company, are being offered
pursuant to the exercise of options and a sell down of existing
holdings.
Assuming that the above number of shares are sold, the selling
PDMRs in the Company will have a disclosable interest in the
Company as follows:
Name Position No. of No. of shares % ISC pre % ISC Reason
options to be sold option post exercise
to be exercised exercise and sale
Tax Planning
Jay Patel CEO 750,000 500,000 5.45% 5.56% Purposes
---------- ----------------- -------------- ---------- --------------- -------------
Tax Planning
Mike Jefferies CFO 288,424 220,000 0.07% 0.17% Purposes
---------- ----------------- -------------- ---------- --------------- -------------
Shyam Bhat CTO - 500,000 1.88% 1.03%
---------- ----------------- -------------- ---------- --------------- -------------
Vishwanath
Alluri NED 501,121 1,098,871 10.86% 9.41%
---------- ----------------- -------------- ---------- --------------- -------------
The Placing is being managed jointly by Investec Bank plc and
Whitman Howard Limited (together the "Joint Bookrunners").
The final number of Placing Shares to be placed and the price at
which the Placing Shares are to be placed will be agreed by the
Joint Bookrunners and the Selling Shareholders at the close of the
bookbuild process, and the results of the Placing will be announced
as soon as practicable thereafter. The timing for the close of the
bookbuild process will be at the absolute discretion of the Joint
Bookrunners.
The Company is not a party to the Placing and will not receive
any direct proceeds from the Placing.
The books for the Placing will open with immediate effect.
This announcement contains inside information as defined in
Article 7 of the Market Abuse Regulation No. 596/2014 ("MAR"). Upon
the publication of this announcement, this inside information is
now considered to be in the public domain.
For further information:
IMImobile PLC c/o Redleaf Communications
Jay Patel, Chief Executive Officer Tel: +44 (0)20 7382 4769
Mike Jefferies, Chief Financial Officer
Investec Bank - Nominated Adviser and Broker Tel: +44 (0)207 597 5970
Henry Reast
Andrew Pinder
Whitman Howard - Broker Tel: +44 (0) 207 659 1234
Ranald McGregor-Smith
Niall Devins
Important Notice:
Investec Bank plc ("Investec") is authorised by the Prudential
Regulation Authority (the "PRA") and regulated in the United
Kingdom by the PRA and the Financial Conduct Authority. Whitman
Howard Limited ("Whitman Howard") is authorised and regulated by
the Financial Conduct Authority. Investec and Whitman Howard are
acting exclusively for the Selling Shareholders and no one else in
connection with the Placing, and will not regard any other person
as their client in relation to the Placing and will not be
responsible to anyone other than the Selling Shareholders for
providing the protections afforded to their clients nor for
providing advice in relation to the Placing, the contents of this
announcement or any transaction, arrangement or other matter
referred to herein.
Neither this announcement nor the information contained herein
is for publication, distribution or release, in whole or in part,
directly or indirectly, in or into or from the United States
(including its territories and possessions, any State of the United
States and the District of Columbia), Australia, Canada, Japan, New
Zealand, South Africa or any other jurisdiction where to do so
would constitute a violation of the relevant laws of such
jurisdiction. The distribution of this announcement may be
restricted by law in certain jurisdictions and persons who come
into possession of any document or other information referred to
herein should inform themselves about and observe any such
restrictions. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such
jurisdictions.
This announcement does not contain or constitute an offer of, or
the solicitation of an offer to buy or subscribe for, the
securities referred to herein to any person in any jurisdiction,
including the United States, Australia, Canada, Japan, New Zealand,
South Africa or in any jurisdiction to whom or in which such offer
or solicitation is unlawful.
The securities referred to herein may not be offered or sold,
directly or indirectly, in the United States unless registered
under the United States Securities Act of 1933, as amended (the "US
Securities Act") or offered in a transaction exempt from, or not
subject to, the registration requirements of the US Securities Act.
The offer and sale of securities referred to herein has not been
and will not be registered under the US Securities Act or under the
applicable securities laws of Australia, Canada, Japan, New Zealand
or South Africa. There will be no public offer of the Placing
Shares in the United States, Australia, Canada, Japan, New Zealand
or South Africa. Subject to certain exceptions, the Placing Shares
referred to herein may not be offered or sold in Australia, Canada,
Japan, New Zealand or South Africa or to, or for the account or
benefit of, any national, resident or citizen of Australia, Canada,
Japan, New Zealand or South Africa.
This announcement is directed at and is only being distributed
(A) in member states of the European Economic Area, to persons who
are qualified investors within the meaning of Article 2(1)(e) of
the Prospectus Directive (Directive 2003/71/EC as amended
(including amendments by Directive 2010/73/EU) the "Prospectus
Directive"); (B) in the United Kingdom to persons who (i) have
professional experience in matters relating to investments and who
fall within the definition of "investment professionals" in Article
19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order") or, are high net
worth companies, unincorporated associations or partnerships or
trustees of high value trusts as described in Article 49(2) of the
Order; and (ii) are "qualified investors" as defined in section 86
of FSMA; and (C) otherwise, to persons to whom it may otherwise be
lawful to communicate it to (each a "Relevant Person"). No other
person should act or rely on this announcement and persons
distributing this announcement must satisfy themselves that it is
lawful to do so. Any investment or investment activity to which
this announcement relates is available only to Relevant Persons,
and will only be engaged with such persons. By accepting this
announcement you represent and agree that you are a Relevant
Person.
Apart from the responsibilities and liabilities, if any, which
may be imposed on Investec or Whitman Howard under FSMA or the
regulatory regime established thereunder, none of Investec nor
Whitman Howard nor any of their respective affiliates, directors,
officers, employees, agents or advisers accepts any responsibility
or liability whatsoever for, or makes any representation or
warranty, express or implied, as to, the contents of this
announcement, including its accuracy, fairness, sufficiency,
completeness or verification, or for any other statement made or
purported to be made by it, or on its behalf, in connection with
the Company, the Selling Shareholders or the Placing, whether
written, oral or in a visual or electronic form, and howsoever
transmitted or made available, and nothing in this announcement is,
or shall be relied upon as, a promise or representation in this
respect, whether as to the past or future. Investec and Whitman
Howard and any of their affiliates, directors, officers, employees,
agents and advisers accordingly disclaims to the fullest extent
permitted by law all and any responsibility and liability whether
arising in tort,
contract or otherwise (save as referred to above) which it might
otherwise have in respect of this announcement or any such
statement.
In connection with the Placing, Investec and Whitman Howard and
any of their affiliates, acting as investors for their own
accounts, may take up a portion of the Placing Shares in the
Placing as a principal position, and in that capacity may retain,
purchase, sell, offer to sell or otherwise deal for their own
accounts in the Placing Shares and other securities of the Company
or related investments and may offer or sell such Placing Shares or
other investments otherwise than in connection with the Placing.
Accordingly, references in this announcement to the Placing Shares
being offered, acquired, placed or otherwise dealt in should be
read as including any offer, acquisition, placing or dealing in the
Placing Shares by, Investec or Whitman Howard and any of their
affiliates acting as an investor for their own accounts. In
addition, Investec and Whitman Howard or their affiliates may enter
into financing arrangements (including swaps) with investors in
connection with which Investec and Whitman Howard (or their
affiliates) may from time to time acquire, hold or dispose of
ordinary shares in the Company. Neither Investec nor Whitman Howard
any of its affiliates intend to disclose the extent of any such
investment or transactions otherwise than in accordance with any
legal or regulatory obligations to do so.
No reliance may be placed, for any purposes whatsoever, on the
information contained in this announcement or on its completeness
and this announcement should not be considered a recommendation by
the Company, the Selling Shareholders, Investec, Whitman Howard or
any of their respective affiliates in relation to any purchase of
or subscription for securities of the Company. No representation or
warranty, express or implied, is given by or on behalf of the
Company, the Selling Shareholders, Investec, Whitman Howard or any
of their respective directors, partners, officers, employees,
advisers or any other persons as to the accuracy, fairness or
sufficiency of the information or opinions contained in this
announcement and none of the information contained in this
announcement has been independently verified. Save in the case of
fraud, no liability is accepted for any errors, omissions or
inaccuracies in such information or opinions.
Forward-looking statements:
Certain statements in this announcement are forward-looking
statements. By their nature, forward-looking statements involve a
number of risks, uncertainties and assumptions that could cause
actual results or events to differ materially from those expressed
or implied by the forward-looking statements. These risks,
uncertainties and assumptions could adversely affect the outcome
and financial consequences of the plans and events described
herein. No one undertakes any obligation to publicly update or
revise any forward-looking statement, whether as a result of new
information, future events or otherwise. Readers should not place
any undue reliance on forward-looking statements which speak only
as of the date of this announcement. Statements contained in this
announcement regarding past trends or events should not be taken as
representation that such trends or events will continue in the
future.
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
MSCEASXEFDPPEFF
(END) Dow Jones Newswires
July 10, 2018 11:41 ET (15:41 GMT)
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