TIDMXLM
RNS Number : 6393S
XLMedia PLC
18 March 2021
Acquisition and Proposed Placing, Subscription and Open
Offer
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO, THE UNITED
STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE
UNITED STATES OR THE DISTRICT OF COLUMBIA), CANADA, AUSTRALIA,
JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. PLEASE SEE THE
IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
This announcement contains inside information for the purposes
of the UK version of Article 7 of Regulation (EU) 596/2014 ("MAR").
In addition, market soundings (as defined in MAR) were taken in
respect of the Placing with the result that certain persons became
aware of inside information (as defined in MAR), as permitted by
MAR. This inside information is set out in this announcement.
Therefore, those persons that received inside information in a
market sounding are no longer in possession of such inside
information relating to the Company and its securities.
18 March 2021
XLMedia PLC
("XLMedia" or the "Group" or the "Company")
Acquisition of business and assets of Sports Betting Dime
Proposed Placing and Subscription to raise minimum GBP20 million
by way of accelerated bookbuild
Proposed Open Offer to raise up to GBP3 million
XLMedia (AIM: XLM), a leading global digital performance
publisher , announces that it has entered into an agreement to
acquire the business and assets of Sports Betting Dime ("SBD") for
a total approximate consideration of US$26.0 million (c.GBP18.5
million) (the "Acquisition"). In addition XLMedia announces its
intention to raise gross proceeds of GBP23 million by means of a
placing, a direct subscription with the Company and an Open
Offer.
Acquisition highlights:
-- Founded in 2012 as a sports book review site, SBD has
developed into a multichannel sports betting digital media
platform, including two mobile apps
-- The Acquisition provides XLMedia with a leading US affiliate
sports betting brand delivering national traffic through its
website, sportsbettingdime.com
-- The Acquisition cements XLM's market position in the rapidly
growing regulated US sports betting market and, together with
XLMedia's existing US sports betting asset (CBWG), provides scale
at local and national level
-- SBD also brings to XLMedia a talented team with a range of
skills, including marketing, search optimisation, content
production and technology development. This provides a solid base
from which XLMedia can accelerate growth in North American sports
betting and its existing personal finance offering
-- The Acquisition is expected to complete on or around 22 March
2021 upon payment of the initial consideration
Fundraising highlights:
-- Proposed Placing and Subscription to raise minimum gross
proceeds of GBP20 million by way of accelerated bookbuild through
the issue of minimum 50,000,000 new ordinary shares of US $0.000001
each (the "Ordinary Shares") at 40 pence per share (the "Issue
Price") , representing 25.6% of the Company's existing share
capital
-- The Issue Price of 40 pence per Placing Share and
Subscription Share represents a 6.5 per cent. discount to the 20
day volume weighted average price (VWAP) of 42.8 pence prior to 18
March 2021
-- Cenkos Securities plc ("Cenkos") and Joh. Berenberg, Gossler
& Co. KG, London Branch ("Berenberg") (together, the "Joint
Bookrunners") are acting as joint bookrunners in connection with
the Placing and Berenberg has underwritten the first GBP7.29
million raised
-- Proposed Open Offer to raise up to approximately GBP3 million from Qualifying Shareholders
-- Certain directors and employees of the Company have indicated
their intention to subscribe for, in aggregate, new Ordinary Shares
representing approximately GBP670,000 at the Issue Price pursuant
to the Placing and Subscription
-- Premier Investissement SAS, the Company's largest
shareholder, has indicated its intention to subscribe for, in
aggregate, new Ordinary Shares representing approximately GBP11.82
million at the Issue Price pursuant to the Placing
Stuart Simms, Chief Executive of XLMedia plc, said:
"We set out a clear strategy to develop and monetise a balanced
portfolio of content-rich and engaging consumer-centric websites,
with a greater exposure to regulated markets and a particular focus
on rapidly developing and scaling our presence in US sports. We are
delighted with the progress of the CBWG business in North America
in the short period since we acquired it in December, and we are
excited by the potential synergy value from leveraging the scale,
footprint and skills of SBD.
"We believe the combination of Sports Betting Dime and CBWG
provides the Group with immediate scale and broad market reach at a
time when US sports betting is experiencing significant growth
momentum as additional states regulate and open up to legalised
sports betting. "
Information on Sports Betting Dime
SBD is a leading US affiliate sports betting brand with a
national footprint website, sportsbettingdime.com. The website
provides a content rich resource for sport bettors with data and
tools for novices and experts, including the latest betting odds,
trends, reports, futures trackers, and analysis, and how-to betting
guides. The site had over 1.2m visitors in January 2021. SBD covers
the core US sports of football, basketball, baseball and ice hockey
as well as MMA, golf and college football.
Founded in 2012 as a sports book affiliate site, SBD has
developed into a sophisticated multichannel offshore sports betting
digital media platform, including two mobile apps. Prior to the
Acquisition SBD has been preparing the site to fully meet US
regulatory standards and, following the Acquisition, SBD will
leverage XLMedia's regulatory licences and deals with regulated
operators to rapidly monetise its traffic in the nine regulated US
states where XLMedia currently operates. In due course, revenue is
expected to grow as the wider US market regulates state by state
and enables the remaining traffic to be monetised.
The aggregate approximate consideration will be US$26 million
(c.GBP18.5 million) made up of:
-- US$11 million initial cash consideration payable upon
completion together with up to US$500,000 as reimbursement of SBD's
operating expenses per month since the beginning of the year;
-- US$10 million deferred consideration payable on the first anniversary; and
-- US$3.7 million deferred consideration payable after 18 months.
Rationale
The Acquisition of SBD follows the acquisition by the Company in
December 2020 of the sports gaming and sports betting business of
CBWG Sports ("CBWG") and strengthens XL Media's position in the
fast-growing US market for sports gaming. CBWG has performed
strongly since its acquisition and its complementary offering
provides a strong platform from which to grow the two
businesses.
The Acquisition is in line with XLMedia's strategy to create a
balanced portfolio of deep content websites covering a range of
attractive geographies, both stable and high-growth verticals and
with greater exposure to regulated markets. The Acquisition is
expected to be earnings accretive to the Company.
The Acquisition is expected to deliver the following key
benefits for the Company:
-- Cements the Company's position in US Sports betting, a high growth market
-- Advances the Company's strategy to increase its exposure to
high growth regulated markets, particularly the US
-- Greatly enhances value of the recent acquisition of CBWG
-- Adds a strong team and new and complementary capabilities
-- Provides innovative technology to monetise third party traffic (agency business)
The Acquisition is expected, subject to regulatory consent, to
bring a highly talented team of approximately 29 full time
employees and contractors, providing additional skills and
capabilities in marketing, content production, search engine
optimisation and technology development.
Ken Dorward, XLMedia Head of North America, said:
"With sports betting going mainstream in the US, we are
delighted to welcome Sports Betting Dime to the XLMedia portfolio.
We are better positioned than ever to deliver on our ambition to be
a significant player in US sports content and betting, through
growth in our owned and operated sites and expansion of our agency
partnerships."
Proposed Placing and Subscription
The Group also announces a proposed conditional placing to raise
minimum gross proceeds of GBP19.5 million through the issue of a
minimum 48,727,398 new Ordinary Shares (the "Placing Shares") at 40
pence per Ordinary Share to certain new and existing investors (the
"Placing").
The Placing will be conducted by way of an accelerated bookbuild
process which will be launched immediately following this
Announcement, in accordance with the terms and conditions set out
in Appendix II to this Announcement. Cenkos and Berenberg are
acting as joint bookrunners in connection with the Placing.
In addition, certain directors and employees of the Company
intend to subscribe for, in aggregate, a total of GBP509,040.80 for
1,272,602 new Ordinary Shares in the Subscription at the Issue
Price (the "Subscription Shares").
In addition, in order to provide Qualifying Shareholders with an
opportunity to participate in the proposed fundraising, the Company
proposes to issue up to 7,503,200 new Ordinary Shares via an Open
Offer to raise gross proceeds of up to GBP3.0 million.
To ensure timely completion of the Acquisition, the Placing and
Subscription will be structured in two tranches, with the first
tranche issuing 18,712,866 Ordinary Shares under the Company's
general authorities granted at the 2020 Annual General Meeting,
raising gross proceeds of approximately GBP 7.49 million. The first
tranche of the Placing is underwritten by Berenberg. Admission of
the first tranche, being the First Placing Shares and the First
Subscription Shares is expected to occur on 22 March 2021, subject
to customary conditions (including as to admission). The balance,
being the Second Placing Shares and the Second Subscription Shares
together with the Open Offer Shares, raising minimum gross proceeds
of approximately GBP 12.5 million, are expected to be admitted
following the satisfaction of certain conditions including passing
of the Resolutions which are required to be passed in order to
allow the Second Placing Shares, the Second Subscription Shares and
the Open Offer Shares to be issued, which will be proposed at the
General Meeting which is being convened for 11:00 a.m. on 6 April
2021. The Second Placing Shares, the Subscription Shares and the
Open Offer Shares are not being underwritten.
The Open Offer
The Company considers it important that Shareholders have an
opportunity (where it is practicable for them to do so) to
participate in the fundraising and accordingly the Company is
making the Open Offer to Qualifying Shareholders. The Company is
proposing to raise up to GBP3 million (before expenses) (assuming
full take up of the Open Offer) through the issue of up to
7,503,200 Open Offer Shares.
The Open Offer Shares are available to Qualifying Shareholders
pursuant to the Open Offer at the Issue Price of 40 pence per Open
Offer Share, payable in full on acceptance. Any Open Offer Shares
not subscribed for by Qualifying Shareholders will be available for
subscription under the Excess Application Facility.
A Qualifying Shareholder may apply for Open Offer Shares under
the Open Offer at the Issue Price on the following basis:
1 Open Offer Share for every 26 Existing Ordinary Shares
held by the Qualifying Shareholder on the Record Date
The Excess Application Facility enables Qualifying Shareholders
to apply for Ordinary Shares in excess of their Open Offer
Entitlement.
Valid applications by Qualifying Shareholders will be satisfied
in full up to their Open Offer Entitlements. Applicants can apply
for less or more than their entitlements under the Open Offer but
the Company cannot guarantee that any application for Excess Shares
under the Excess Application Facility will be satisfied as this
will depend in part on the extent to which other Qualifying
Shareholders apply for less than or more than their own Open Offer
Entitlements. Applications made under the Excess Application
Facility will be scaled back at the Company's discretion if
applications are received from Qualifying Shareholders for more
than the available number of Excess Shares.
Application has been made for the Open Offer Entitlements of
Qualifying CREST Shareholders to be admitted to CREST. It is
expected that such Open Offer Entitlements will be credited to
CREST on 19 March 2021. The Open Offer Entitlements will be enabled
for settlement in CREST until 11:00 a.m. on 1 April 2021.
The latest time and date for receipt of completed Open Offer
Application Forms or CREST applications and payment in respect of
the Open Offer is 11:00 a.m. on 1 April 2021. The Open Offer is not
being made to Overseas Shareholders.
Qualifying Shareholders should note that the Open Offer is not a
rights issue and therefore the Open Offer Shares which are not
applied for by Qualifying Shareholders will not be sold in the
market for the benefit of the Qualifying Shareholders who do not
apply under the Open Offer. The Open Offer Application Form is not
a document of title and cannot be traded or otherwise
transferred.
The Open Offer will be conditional upon the Resolutions being
duly passed at the General Meeting. The Open Offer is also
conditional on the Placing Agreement becoming or being declared
unconditional in all respects and not being terminated before
Second Admission. Accordingly, if the conditions as set out in the
Placing Agreement (which include the passing of the Resolutions)
are not satisfied or waived (where capable of waiver) or if the
Brokers otherwise exercises its right to terminate the Placing
Agreement, the Open Offer will not proceed and the Open Offer
Shares will not be issued and all monies received by the Receiving
Agent will be returned to the applicants (at the applicant's risk
and without interest) as soon as possible thereafter. Any Open
Offer Entitlements admitted to CREST will thereafter be
disabled.
Not all Shareholders will be Qualifying Shareholders.
Shareholders who are located in, or are citizens of, or have a
registered office in certain overseas jurisdictions will not
qualify to participate in the Open Offer. The attention of
Shareholders who do not have a registered address in the UK is
drawn to paragraph 6 of Part 3 of the Shareholder Circular.
A Circular which will provide further details of the Placing,
Subscription, Open Offer and the Acquisition and include a notice
convening the General Meeting is expected to be sent to
Shareholders and be available on the Company's website
www.xlmedia.com on or around 19 March 2021.
Set out below in Appendix I is an adapted extract from the draft
Circular that is proposed to be sent to Shareholders after the
closure of the Bookbuild. The final Circular, containing the terms
and conditions of the Open Offer and Notice of General Meeting is
expected to be sent to Shareholders and published on the Company's
website on or around 19 March 2021.
For further information, please contact:
XLMedia plc ir@xlmedia.com
Stuart Simms, Chief Executive Officer
Iain Balchin, Chief Financial Officer
Kieran McKinney, Investor Relations
www.xlmedia.com
Cenkos Securities plc (Nomad and Joint Tel: 020 7397 8900
Broker)
Giles Balleny / Max Gould
www.cenkos.com
Berenberg (Joint Broker) Tel: 020 3207 7800
Mark Whitmore / James White / Tejas Padalkar
www.berenberg.com
Vigo Communications Tel: 020 7390 0233
Jeremy Garcia
www.vigocomms.com
Important Notices
Terms defined at the end of this announcement have the meaning
given thereto when used in this announcement.
This announcement is not an offer to sell or a solicitation of
any offer to buy the New Shares in the United States, Australia,
Canada, New Zealand or the Republic of South Africa, Japan, or in
any other jurisdiction where such offer or sale would be
unlawful.
This Announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This announcement is not an offer of securities for sale into the
United States. The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933, as
amended, and may not be offered or sold in the United States,
except pursuant to an applicable exemption from registration. No
public offering of securities is being made in the United
States.
This communication is only addressed to, and directed at,
persons in member states of the European Economic Area who are
"qualified investors" within the meaning of Article 2(e) of the
Prospectus Regulation ("Qualified Investors"). For the purposes of
this provision, the expression "Prospectus Regulation" means
Regulation (EU) 2017/1129. In the United Kingdom, this
communication is being distributed only to, and is directed only
at, "qualified investors" (as defined in the UK version of the
Prospectus Regulation, which forms part of UK law by virtue of the
European Union (Withdrawal) Act 2018 (as amended from time to
time)): (i) who have professional experience in matters relating to
investments who fall within the definition of "investment
professional" in Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the
"Order"), or (ii) who are high net worth companies, unincorporated
associations and partnerships and trustees of high value trusts as
described in Article 49(2) of the Order, and (iii) other persons to
whom it may otherwise lawfully be communicated (all such persons
together being referred to as "relevant persons"). Any investment
or investment activity to which this communication relates is
available only to and will only be engaged in with such persons.
This communication must not be acted on or relied on in any member
state of the European Economic Area who are not Qualified Investors
or in the United Kingdom by persons who are not relevant
persons.
The merits or suitability of any securities must be
independently determined by the recipient on the basis of its own
investigation and evaluation of the proposed investment trust. Any
such determination should involve, among other things, an
assessment of the legal, tax, accounting, regulatory, financial,
credit and other related aspects of the securities.
This announcement may not be used in making any investment
decision. This announcement does not contain sufficient information
to support an investment decision and investors should ensure that
they obtain all available relevant information before making any
investment. This announcement does not constitute and may not be
construed as an offer to sell, or an invitation to purchase or
otherwise acquire, investments of any description, nor as a
recommendation regarding the possible offering or the provision of
investment advice by any party. No information in this announcement
should be construed as providing financial, investment or other
professional advice and each prospective investor should consult
its own legal, business, tax and other advisers in evaluating the
investment opportunity. No reliance may be placed for any purposes
whatsoever on this announcement or its completeness.
Nothing in this announcement constitutes investment advice and
any recommendations that may be contained herein have not been
based upon a consideration of the investment objectives, financial
situation or particular needs of any specific recipient.
The information and opinions contained in this announcement are
provided as at the date of the document and are subject to change
and no representation or warranty, express or implied, is or will
be made in relation to the accuracy or completeness of the
information contained herein and no responsibility, obligation or
liability or duty (whether direct or indirect, in contract, tort or
otherwise) is or will be accepted by the Company, Cenkos, Berenberg
or any of their affiliates or by any of their respective officers,
employees or agents in relation to it. No reliance may be placed
for any purpose whatsoever on the information or opinions contained
in this announcement or on its completeness, accuracy or fairness.
The document has not been approved by any competent regulatory or
supervisory authority.
Potential investors should be aware that any investment in the
Company is speculative, involves a high degree of risk, and could
result in the loss of all or substantially all of their investment.
Results can be positively or negatively affected by market
conditions beyond the control of the Company or any other person.
The returns set out in this document are targets only. There is no
guarantee that any returns set out in this document can be achieved
or can be continued if achieved, nor that the Company will make any
distributions whatsoever. There may be other additional risks,
uncertainties and factors that could cause the returns generated by
the Company to be materially lower than the returns set out in this
announcement. Past performance cannot be relied on as a guide to
future performance.
The information in this announcement may include forward-looking
statements, which are based on the current expectations and
projections about future events and in certain cases can be
identified by the use of terms such as "may", "will", "should",
"expect", "anticipate", "project", "estimate", "intend",
"continue", "target", "believe" (or the negatives thereon) or other
variations thereon or comparable terminology. These forward-looking
statements, as well as those included in any related materials, are
subject to risks, uncertainties and assumptions about the Company,
including, among other things, the development of its business,
trends in its operating industry, and future capital expenditures
and acquisitions. In light of these risks, uncertainties and
assumptions, the events in the forward-looking statements may not
occur.
Each of the Company, Cenkos, Berenberg and their affiliates and
their respective officers, employees and agents expressly disclaim
any and all liability which may be based on this announcement and
any errors therein or omissions therefrom.
No representation or warranty is given to the achievement or
reasonableness of future projections, management targets,
estimates, prospects or returns, if any. Any views contained herein
are based on financial, economic, market and other conditions
prevailing as at the date of this announcement. The information
contained in this announcement will not be updated.
This announcement does not constitute or form part of, and
should not be construed as, any offer or invitation or inducement
for sale, transfer or subscription of, or any solicitation of any
offer or invitation to buy or subscribe for or to underwrite, any
share in the Company or to engage in investment activity (as
defined by the Financial Services and Markets Act 2000) in any
jurisdiction nor shall it, or any part of it, or the fact of its
distribution form the basis of, or be relied on in connection with,
any contract or investment decision whatsoever, in any
jurisdiction. This announcement does not constitute a
recommendation regarding any securities.
Cenkos Securities plc ("Cenkos") which is authorised and
regulated in the United Kingdom by the FCA, is acting as nominated
adviser and joint broker to XLMedia PLC and for no one else,
including any recipient of this announcement, in connection with
the Fundraising and other matters referred to in this announcement
and will not be responsible to anyone other than XLMedia PLC for
providing the protections afforded to clients of Cenkos or for
affording advice in relation to the Fundraising or any other matter
referred to in this announcement. Cenkos has not authorised the
contents of, or any part of, this announcement and no liability
whatsoever is accepted by Cenkos nor does it make any
representation or warranty, express or implied, for the accuracy of
any information or opinions contained in this announcement or for
the omission of any information. Cenkos expressly disclaims all and
any responsibility or liability whether arising in tort, contract
or otherwise which it might otherwise have in respect of this
announcement. The responsibilities of Cenkos as the Company's
nominated adviser and joint broker under the AIM Rules and the AIM
Rules for Nominated Advisers are owed to the London Stock Exchange
solely and are not owed to XLMedia PLC or to any Director,
Shareholder or any other person in respect of such Shareholder's
decision to acquire Ordinary Shares in reliance on any part of this
announcement or otherwise.
Joh. Berenberg, Gossler & Co. KG, London Branch
("Berenberg"), which is authorised and regulated in Germany by the
German Federal Financial Supervisory Authority (BaFin) and subject
to limited regulation by the FCA, is acting solely in its capacity
as joint broker to XLMedia PLC and for no one else, including any
recipient of this announcement, in connection with the Fundraising
and other matters referred to in this announcement and will not be
responsible to anyone other than XLMedia PLC for providing the
protections afforded to clients of Berenberg or for affording
advice in relation to the Fundraising or any other matter referred
to in this announcement. Berenberg has not authorised the contents
of, or any part of, this announcement and no liability whatsoever
is accepted by Berenberg nor does it make any representation or
warranty, express or implied, for the accuracy of any information
or opinions contained in this announcement or for the omission of
any information. Berenberg expressly disclaims all and any
responsibility or liability whether arising in tort, contract or
otherwise which it might otherwise have in respect of this
announcement.
Information for Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the Product Governance
Requirements) may otherwise have with respect thereto, the Ordinary
Shares have been subject to a product approval process, which has
determined that such securities are: (i) compatible with an end
target market of investors who meet the criteria of retail and
professional clients and eligible counterparties, each as defined
in MiFID II; and (ii) eligible for distribution through all
distribution channels as are permitted by MiFID II (the "Target
Market Assessment").
Notwithstanding the Target Market Assessment, distributors
should note that: the price of the Ordinary Shares may decline and
investors could lose all or part of their investment; the Ordinary
Shares offer no guaranteed income and no capital protection; and an
investment in Ordinary Shares is compatible only with investors who
do not need a guaranteed income or capital protection, who (either
alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The Target Market Assessment is
without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, Cenkos and Berenberg will only procure investors who
meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the New Ordinary Shares
pursuant to the Placing, Subscription and/or Open Offer.
Each distributor is responsible for undertaking its own Target
Market Assessment in respect of the Ordinary Shares and determining
appropriate distribution channels.
APPIX I - EXTRACTS FROM THE CIRCULAR
1. Background on XLMedia
The Company announced on 18 March 2021 that it has entered into
an asset purchase agreement to acquire the business and assets of
Sports Betting Dime and conditionally raised minimum gross proceeds
of approximately GBP20 million (US$27.8 million) (before expenses)
pursuant to the Placing and Subscription to part-fund the
Acquisition. The Placing has been undertaken by each of Cenkos and
Berenberg.
Concurrently with completing the Acquisition, the Company will
issue 18,236,585 Placing Shares raising c.GBP7.3 million (c.US$10.1
million) gross at the Issue Price conditional only upon First
Admission. The Company will issue a further minimum 30,490,813
Placing Shares raising approximately a further GBP 12.2 million
(US$16.9 million) gross conditional on, inter alia, the passing
(without amendment) of Resolutions 1 and 2 by Shareholders at the
General Meeting, notice of which is set out in Part 6 of this
document.
In addition, certain directors and employees of the Company have
conditionally agreed to subscribe for, in aggregate, a total of
GBP509,040.80 for 1,272,602 Subscription Shares at the Issue Price
pursuant to the Subscription.
In addition, in order to provide Qualifying Shareholders with an
opportunity to participate in the proposed Fundraising, the Company
proposes to issue up to 7,503,200 Open Offer Shares on a
pre-emptive basis to raise up to GBP3 million (c.US$4.2 million)
(before fees and expenses), on the basis of 1 new Ordinary Share
for every 26 Existing Ordinary Shares held on the Record Date, at
the Issue Price, payable in full on acceptance.
The Placing Shares are not subject to clawback and are not part
of the Open Offer.
This letter sets out the background to, and reasons for, the
Acquisition and the Fundraising and the Board's recommendation to
Shareholders to vote in favour of the Resolutions at the General
Meeting.
Please see the important notice set out in paragraph 11 of this
Part 1 concerning the implications that the COVID-19 pandemic will
have on attendance at the General Meeting and the measures that the
Company is putting in place in respect of the same.
2. Background on XLMedia
XLMedia is an online performance-based digital publishing
business operating across multiple territories, focused on audience
segmentation, engagement and activation. It seeks to deliver high
quality consumer engagement through its core branded sites in
personal finance, sports and gaming, enabling it to direct paying
customers to its partners for an agreed fee, structured either as a
one-off payment or a share of ongoing revenues associated with
these activities. Depending on the nature of the site, XLMedia
seeks to educate and engage its consumers with strong editorial
content, videos and guides, comparison tables, widgets and
calculators and tips.
The Company has been an affiliate marketer to the gambling
sector since 2008 and has been active in personal finance since
August 2017, giving it a strong understanding of operating in
regulated markets and a significant historical proprietary databank
providing insight into consumer trends. It has developed strong
commercial relationships, working with its international casino,
sports betting and personal finance partners, with over 300
partners and brands. Its strategy is to build a balanced portfolio
of assets in diverse geographies, verticals and stage of maturity,
that are capable of delivering sustainable growth opportunities
with the balance moving towards more regulated markets,
specifically the US and sports. It is seeking to hold premium
banded assets, that are content-rich and consumer-centric.
Current Trading
XLM expects to deliver revenue of at least $54.5m and an
adjusted EDITDA of approximately $11.5m for FY2020. The revenues in
the second half of 2020 saw a recovery following lockdown easing
and the return of professional sports. As previously announced,
Company continues to pursue a multi-track approach to recovering
the Casino vertical, where a number of sites were penalised by
Google in early 2020. Following the addition of CBWG to the Group
in December 2020, 2021 has started strongly with unaudited January
2021 revenue for the Group of $5.8 million and EBITDA of $1.4
million.
The Company will provide a further update on current trading
with the Financial Results for the Year Ended 31 December 2020,
currently expected on 27 April 2021.
3. Background to and reasons for the Acquisition and the Fundraising
Following the appointment of Stuart Simms as CEO in October
2019, the Company sought to increase its focus on North America,
with a key goal of making acquisitions and generating revenue
growth in the US sports betting market. In June 2020, the Group
appointed Ken Dorward to head up XLMedia's US Business and in
December 2020 the Company acquired CBWG, a highly successful and
fast-growing digital media publishing group with a focus on
professional and college sports, sports gambling and sports betting
in the USA North East. In addition to its own sites, CBWG has an
agency capability, which enables popular sports sites to monetise
their consumer traffic, using CBWG's customer relationships, for
which it charges a revenue split.
CBWG's sites generated unaudited revenue and EBITDA (before
founders' compensation) of approximately US$4.6m and approximately
US$2.7m respectively over the 12 months to October 2020. These
sites have outperformed their acquisition case, with unaudited
revenues in the first two months of 2021 of US$2.67m vs. US$1.11m
in the acquisition case, capitalising on market growth trends and
the strong Q1 seasonality in the US that results from the timing of
certain major sporting events. Whilst traffic data for January 2021
indicates that the majority of CBWG's sites focus on the sporting
activity in specific states of the US where sports betting is
legal, it also indicate that it receives approximately 41% of its
traffic from currently unregulated states. It does not attempt to
monetise this traffic at present, but this provides a significant
opportunity as the regulatory roll out continues. A strong example
of this would be the potential opportunity for its New York
focussed site www.elitesportsny.com in the event that New York
state becomes regulated for online sports betting.
Background to US Sport Betting Regulation
In 1992, the Professional and Amateur Sports Protection Act
(PASPA) was enacted in the US, a federal law that made the business
of bookmaking illegal in all but a handful of states. The
increasing uptake of the internet by the early 2000s meant that
much of the illegal sports gaming in the US was happening online
with operators outside of the US (offshore). In 2018 The American
Gaming Association (AGA) estimated that close to US$150 billion
worth of bets were placed with these offshore operators
annually.
In June 2017, the Supreme Court of the US agreed to hear an
appeal by the state of New Jersey against the prohibition on sports
betting and in May 2018 ruled that PASPA was unconstitutional. This
opened up the market, allowing each state to determine its own
regulatory approach.
State regulation has taken a number of different forms including
permitting only state monopolies, physical sports betting only or
allowing full online/mobile access. To date, approximately 26 US
states have opened up to some form of sports betting, with a number
of states actively pursuing bills through their state legislatures
to allow regulated betting to occur. Eilers & Krejcik Analysts,
a research and consulting firm focused on the gaming industry, has
predicted that by the end of 2022, 34 states will have some form of
legalised sports betting, giving access to 57% of US
population.
While in the main, state regulation (like PASPA before it) is
focussed on the operators, affiliate marketers are also subject to
regulatory constraints and are not permitted to seek to monetise
traffic from unregulated states. Prior to the creation of an
effective legal market for sports betting, a number of affiliates
operated offshore, directing US traffic to offshore operators.
Recent examples demonstrate that state regulators appear keen to
bring offshore assets under their regulatory control, providing
greater consumer protection and allowing them to access the tax
revenues from the activity. In the affiliate market,
Vegasinsider.com, a national provider of sports betting odds, was
originally an offshore asset before being acquired and brought into
the regulated market. In the move onshore, regulators have focussed
on excluding previous owners, senior management and the entities
themselves, making it difficult for these businesses to come
onshore other than through acquisition. However, the websites
themselves, when acquired as an asset by regulated businesses and
meeting all regulatory standards, have not been subject to
sanction, limiting regulatory risk for acquirers.
XLMedia is currently active in 9 states (Colorado, Illinois,
Indiana, Iowa, Michigan, New Jersey, Pennsylvania, Tennessee and
Virginia) and ongoing state level regulation is expected to result
in a growing addressable market of new customers.
The Acquisition of Sports Betting Dime
On 18 March 2021, the Board announced that it had entered into
an asset purchase agreement with Lucky Panda Marketing Inc. and
Nelson Media S.A. as the vendors of the business and assets of
Sports Betting Dime ("SBD"), a US sports betting affiliate site (
www.sportsbettingdime.com ).
As far back as June 2018, only a month after the Supreme Court
had struck down PASPA, the board had identified the US sports
betting market as a significant growth opportunity, but there were
limited acquisition opportunities while owners waited to see how
the market developed. While there was some M&A activity in the
wider market later in the following year (such as the sales of
scoresandodds.com and VegasInsider.com) the market was still
limited by the low number of regulated states. By Autumn 2020, with
the landscape for the acquisition of assets with strong brand and
traffic becoming increasingly competitive and asset prices rising
with the market, the board identified and approached two of the
small number of available US sports betting assets - CBWG and SBD.
The Board believes that now is the optimum timing for a second
acquisition, with the market having developed sufficiently to be
able to monetise traffic but before development of the market
drives the prices of assets to higher levels.
The Board considers these two assets, CBWG and SBD, to be highly
complementary, with CBWG focussed on geographically relevant sports
content and SBD a national sports betting brand. Following the
successful acquisition of CBWG in December 2020, the Directors
considered XLMedia to be well positioned with a quality on-shore US
sports betting operation that would act as a stable platform to
bring on a formerly offshore asset. XLMedia worked with SBD to
prepare the business to come onshore, including turning off all
revenue from the United States and holding discussions with the
regulator, while maintaining levels of marketing and continuing to
generate strong traffic. On acquisition, XLM will be able to
leverage the Company's existing deals with operators and start to
monetise the traffic in regulated states in which XLM is registered
or licensed using XLMedia's existing operator agreements.
The business of SBD is centered on its website
SportsBettingDime.com which has been one of the largest US offshore
affiliate websites in the marketplace, competing with "national"
brands such as oddsshark, actionnetwork, vegasinsider and
covers.com. The website provides a content rich resource for sport
bettors with the data and tools for novices and experts, including
the latest betting odds, trends, reports, futures trackers, and
analysis, and how-to betting guides. It covers the core US sports
of football, basketball, baseball and ice hockey as well as MMA,
golf and college football.
With over 1.2m sessions, during January 2021, SBD received more
website traffic than CBWG's top 3 sites in aggregate, even with
CBWG growing rapidly in recent months. The Acquisition provides
access to all currently regulated states as well as to-be-regulated
states for the future with management estimating that approximately
31% of the traffic comes from currently regulated states. The focus
of the site on sports betting and its rich, informative content
means it is targeted at high intent user which management expects
to result in strong conversion rates.
SBD offers technology expertise, with a fully integrated
platform housing its holistic product suite and recognised apps and
widgets, enhancing the business' marketing capabilities. The Board
expects that SBD's marketing capabilities and technology will
complement XLMedia's current SEO expertise, and bolster the
function of XLMedia's existing successful personal finance websites
in North America. SBD generated revenue of approximately $13.6m and
EBITDA of approximately $7.0m in the 12 months to September 2020
but this relates to a period of time when the business was
operating offshore and its business model was focussed serving the
unregulated US market. The Directors do not consider this to be
indicative of the revenues achievable by targeting regulated states
in the US market leveraging XLM's relationships with regulated
operators.
The Acquisition includes, subject to regulatory consent, the
transfer to XLMedia of a highly talented team of full time
employees and contractors of c.29 focussed on content, marketing,
SEO and technology development, adding key skills to the broader
Group.
The Acquisition is expected to deliver on the following key
benefits for the Company:
-- Cements the Company's position in US Sports betting, a high growth market
-- Advances the Company's strategy to move to regulated markets and increases exposure to the US
-- Greatly enhances value of recent acquisition of CBWG
-- Adds a strong team and new capabilities
-- Provides strong technology to leverage unmonetised third party traffic (Agency Business).
4. Terms of the Acquisition
Pursuant to the terms of the Acquisition Agreement, XLMedia
shall pay the SBD vendors an initial cash payment of US $11 million
upon completion of the Acquisition, with an additional up front
amount of $500,000 per month as a reimbursement for operating
expenses from 31 December 2020 to completion of the Acquisition. An
additional US$10 million cash payment is to be paid to the SBD
vendors on the first anniversary of the Acquisition and a further
US$3.7 million cash payment 18 months after completion of the
Acquisition. This brings the total consideration to approximately
US$26 million.
5. Use of Proceeds
The Directors intend that the net proceeds of the Fundraising
will be used mainly to finance the consideration under the
Acquisition Agreement. The net proceeds from the First Placing and
the issue of the First Subscription Shares will be applied to the
initial purchase consideration of US$11 million to be paid on
completion of the Acquisition, which is expected to occur on or
around 22 March 2021. Any proceeds of the Fundraising which are not
used to fund the initial purchase consideration due under the
Acquisition Agreement will be used for the Group's general
corporate purposes and to provide certainty of funding of the
remaining consideration due.
6. Details of the Placing
Placing
The Company proposes to raise minimum gross proceeds of
approximately GBP20 million through the issue of the Placing Shares
and Subscription Shares at the Issue Price. The First Placing is
being underwritten by Berenberg at a price of 40 pence per First
Placing Share. The Second Placing, the Subscription and the Open
Offer are not being underwritten.
The Company's existing share allotment authorities and existing
disapplication of statutory pre-emption rights authority are
sufficient to satisfy the allotment of the First Placing Shares and
First Subscription Shares but not in respect of the Second Placing
Shares, Second Subscription Shares and the Open Offer Shares.
Accordingly, the Company is seeking to increase its share allotment
authorities at the General Meeting to allow for the allotment of
the Second Placing Shares and the Open Offer Shares.
At the General Meeting, the Company is also seeking to extend
its existing disapplication of pre-emption rights authority in
connection with: (i) the allotment of the Second Placing Shares,
the Second Subscription Shares and the Open Offer Shares and (ii)
the allotment of an additional 10 per cent. of the Enlarged Share
Capital as at the date of Second Admission.
Therefore the issue of the Second Placing Shares, Second
Subscription Shares and Open Offer Shares is conditional on the
passing of Resolutions 1 and 2.
If Resolutions 1 and 2 are not passed at the General Meeting,
the Second Placing Shares, the Subscription Shares and Open Offer
Shares will not be issued, the proceeds of the Placing of the
Second Placing Shares, the Second Subscription Shares and the Open
Offer will not be available to the Company and this would lead to
the Company having to seek other means of satisfying the remaining
future consideration and limit further investment in growth.
The Issue Price of 40 pence per Placing Share and Subscription
Share represents a 6.5 per cent. discount to the 20 day volume
weighted average price (VWAP) of 42.8 pence prior to 18 March 2021.
Following First Admission, the First Placing Shares and First
Subscription Shares will represent approximately 8.8 per cent. of
the minimum Enlarged Share Capital. Following Second Admission, the
Fundraising Shares will represent approximately 22.8 per cent. in
aggregate of the then minimum Enlarged Share Capital (assuming full
take up of Open Offer Shares under the Open Offer).
The First Placing is conditional on, among other things, First
Admission and is expected to complete at 8.00 a.m. on 22 March
2021, being the expected date of First Admission.
The Second Placing is conditional on, among other things, the
passing of Resolutions 1 and 2 at the General Meeting, and is
expected to complete at 8.00 a.m. on 7 April 2021, being the
expected date of Second Admission. If any of the conditions are not
satisfied, the Second Placing Shares will not be issued and all
monies received from placees will be returned to them (at such
placees' risk and without interest). A summary of the Placing
Agreement is set out in paragraph 8 of Part 1 of this document.
The Placing Shares are not subject to clawback and are not part
of or subject to any condition related to the Open Offer.
The First Placing Shares and Second Placing Shares will, when
issued and fully paid, rank pari passu in all respects with the
Existing Shares, including the right to receive all dividends and
other distributions declared, made or paid after the date of First
Admission, in the case of the First Placing Shares and after the
date of Second Admission, in the case of the Second Placing
Shares.
Participation by the Directors in the Fundraising
The Directors Chris Bell, Stuart Simms and Iain Balchin are
participating in the Placing and have agreed to subscribe for
400,625 Placing Shares in aggregate with a value of GBP160,250 at
the Issue Price; and Ory Weihs and Richard Rosenberg are
participating in the Subscription and have agreed to subscribe for
463,250 Subscription Shares in aggregate with a value of GBP185,300
at the Issue Price. These Directors have agreed not to take up any
entitlements they have under the Open Offer.
Following Second Admission (and assuming that the maximum number
of Open Offer Shares are taken up under the Open Offer), the
Directors' interests in Shares will be as follows:
On the date of On Second Admission
this document
Director Number Percentage Number of Placing/Subscription Number Percentage
of Existing of Existing Shares of Shares of Shares
Shares Shares (1) on Second
Admission
(1)
------------- ------------- ------------------------------- ----------- -----------
Christopher
Bell 357,000 0.2% 250,000 607,000 0.2%
------------- ------------- ------------------------------- ----------- -----------
Ory Weihs 7,687,444 3.9% 450,000 8,137,444 3.2%
------------- ------------- ------------------------------- ----------- -----------
Stuart Simms 879,973 0.5% 125,000 1,004,973 0.4%
------------- ------------- ------------------------------- ----------- -----------
Iain Balchin 100,000 0.1% 25,625 125,625 0.0%
------------- ------------- ------------------------------- ----------- -----------
Richard Rosenberg 51,000 0.0% 13,250 64,250 0.0%
------------- ------------- ------------------------------- ----------- -----------
Jonas Martensson Nil 0.0% - - -
------------- ------------- ------------------------------- ----------- -----------
(1) Assuming full take up of all Open Offer Shares available under the Open Offer.
As a Director is a related party of the Company pursuant to the
AIM Rules, the participation by the Directors in the Placing is a
related party transaction for the purposes of AIM Rule 13. Chris
Bell, Stuart Simms, Iain Balchin, Ory Weihs and Richard Rosenberg
are participating in the Placing and/or Subscription and therefore
would not be considered independent in this respect. Jonas
Mårtensson as the sole independent director, having consulted with
Cenkos in its capacity as Nominated Adviser to the Company for the
purposes of the AIM Rules considers that the participation by Chris
Bell, Stuart Simms, Iain Balchin, Ory Weihs and Richard Rosenberg
in the Placing and/or Subscription is fair and reasonable insofar
as Shareholders are concerned.
Settlement and Dealings
Application has been made to the London Stock Exchange for the
First Placing Shares and First Subscription Shares to be admitted
to trading on AIM. First Admission is expected to take place and
trading will commence on AIM at 8.00 a.m. on 22 March 2021.
Application will be made to the London Stock Exchange for the
Second Placing Shares, the Second Subscription Shares and the Open
Offer Shares to be admitted to trading on AIM. Second Admission is
expected to take place and trading will commence on AIM at 8.00
a.m. on 7 April 2021.
Following the issue of the New Shares, it is expected that the
Company will have minimum 252,586,405 Shares in issue, assuming
take-up in full of the Open Offer by Qualifying Shareholders.
7. Details of the Subscriptions
Ory Weihs and Richard Rosenberg, current Directors of the
Company, have agreed to invest GBP185,300 in the Fundraising by
subscribing for 463,250 Subscription Shares each in the
Subscription.
Jason Ziernicki and Kyle Laskowski, the former founders of the
CBWG business, have agreed to invest US$200,000 each in the
Fundraising by subscribing for 359,712 Subscription Shares each in
the Subscription through Warwick Gaming LLC and CB Sports LLC,
entities controlled by them.
In addition, Ken Dorward, President of XLM's US business, has
agreed to invest US$50,000 in the Fundraising by subscribing for
89,928 Subscription Shares.
8. Details of the Open Offer
The Company is proposing to raise up to a further approximately
GBP3 million (before expenses) by the issue of up to 7,503,200 Open
Offer Shares under the Open Offer at the Issue Price, payable in
full on acceptance. Any entitlements to Open Offer Shares not
subscribed for by Qualifying Shareholders will be available to
Qualifying Shareholders under the Excess Application Facility. The
balance of any Open Offer Shares not subscribed for under the
Excess Application Facility will not be available to placees under
the Placing.
Qualifying Shareholders should note that the Open Offer is not a
rights issue and therefore the Open Offer Shares which Qualifying
Shareholders do not apply for will not be sold in the market for
the benefit of Qualifying Shareholders who do not apply for Open
Offer Shares. The Application Form is not a document of title and
cannot be traded or otherwise transferred.
Qualifying Shareholders may apply for Open Offer Shares under
the Open Offer at the Issue Price pro rata to their holdings of
Existing Shares on the Record Date on the basis of:
1 Open Offer Shares for every 26 Existing Share
Entitlements of Qualifying Shareholders will be rounded down to
the nearest whole number of Open Offer Shares. Fractional
entitlements which would otherwise arise will not be issued to the
Qualifying Shareholders but will be made available under the Excess
Application Facility. Not all Shareholders will be Qualifying
Shareholders. Neither Shareholders who are located in, or are
citizens of, or have a registered office in a Restricted
Jurisdiction will qualify to participate in the Open Offer. The
attention of Overseas Shareholders is drawn to paragraph 6 of Part
3 of this document.
Qualifying Shareholders may also make applications in excess of
their Open Offer Entitlements. To the extent that Open Offer
Entitlements are not subscribed by Qualifying Shareholders, such
Excess Shares will be available to satisfy such excess
applications, subject to the maximum number of Open Offer Shares in
aggregate. To the extent that applications are received in respect
of an aggregate of more than the number of Open Offer Shares
available, excess applications will be scaled back accordingly. Any
qualifying shareholder with no basic entitlement cannot apply under
the excess facility.
Valid applications by Qualifying Shareholders will be satisfied
in full up to their Open Offer Entitlements. Applicants can apply
for less or more than their entitlements under the Open Offer, but
the Company cannot guarantee that any application for Excess Shares
under the Excess Application Facility will be satisfied, as this
will depend, in part, on the extent to which other Qualifying
Shareholders apply for less than or more than their own Open Offer
Entitlements. The Company may satisfy valid applications for Excess
Shares in whole or in part but reserves the right not to satisfy
any excess application above any Open Offer Entitlement.
The Board (having consulted with Berenberg and Cenkos) may scale
back applications made in excess of Open Offer Entitlements on such
basis as it reasonably considers to be appropriate.
The Open Offer Shares must be paid for in full on application.
If you have received an Application Form with this document, please
refer to Part 3 of this document. If you hold your Shares in CREST
and have received a credit of Open Offer Entitlements to your CREST
Stock Account, please refer to Part 3 of this document and also to
the CREST Manual for further information on the CREST procedures
referred to below.
Further details of the Open Offer and the terms and conditions
on which it is being made, including the procedure for application
and payment, are contained in Part 3 of this document and, where
relevant, on the accompanying Application Form.
The Open Offer is conditional on the Placing becoming or being
declared unconditional in all respects and not being terminated
before Second Admission. The other principal conditions to the Open
Offer are:
(a) the passing (without amendment) of Resolutions 1 and 2 at
the General Meeting;
(b) the Placing Agreement becoming or being declared
unconditional in all respects and not terminated in accordance with
its terms prior to Admission; and
(c) Second Admission becoming effective by no later than 8.00
a.m. on 7 April 2021 or such later time and/or date (being no later
than 30 April 2021) as the Banks and the Company may agree.
Accordingly, if these conditions are not satisfied or waived
(where capable of waiver), the Open Offer will not proceed and the
Open Offer Shares will not be issued and all monies received by
Link Group will be returned to the applicants (at the applicants'
risk and without interest) as soon as possible thereafter.
The Open Offer Shares will be issued free of all liens, charges
and encumbrances and will, when issued and fully paid, rank pari
passu in all respects with the Existing Shares and the Placing
Shares, including the right to receive all dividends and other
distributions declared, made or paid after the date of their
issue.
9. Details of the Placing Agreement
On 18 March 2021, the Company, Cenkos and Berenberg entered into
the Placing Agreement pursuant to which each of the Banks agreed,
subject to certain conditions, to use their respective reasonable
endeavours (as agents for the Company) to procure subscribers for
the Placing Shares at the Issue Price. The First Placing is
conditional, inter alia, on First Admission occurring not later
than 8.00 a.m. on 22 March 2021 (or such later time or date as the
Banks may agree with the Company, in any event being no later than
8.30 a.m. on 31 March 20 2 1). The Second Placing is conditional,
inter alia, on the passing of the Resolutions and Second Admission
occurring not later than 8.00 a.m. on 7 April 2021 (or such later
time or date as the Banks may agree with the Company, in any event
being no later than 8.30 a.m. on 30 April 2021).
The First Placing is being underwritten by Berenberg at a price
of 40 pence per First Placing Share. The Second Placing is not
being underwritten.
The Placing Agreement contains customary warranties given by the
Company to the Banks in respect of the Placing as well as other
matters relating, inter alia, the accuracy of the information in
this document, the Group and its business. In addition, the Company
has provided a customary indemnity to the Banks in respect of
liabilities arising out of or in connection with the Placing and
Open Offer. The Placing Agreement also contains provisions
entitling the Banks to terminate the Placing Agreement at any time
prior to First Admission and at any time between First Admission
and Second Admission respectively, in certain circumstances,
including but not limited to, in the event that warranty is or has
ceased to be, true and accurate and not misleading, the failure of
the Company to comply in any material respect with any of its
obligations under the Placing Agreement, the occurrence of certain
force majeure events or a material adverse change affecting the
condition, or the earnings or business affairs or prospects of the
Group as a whole, whether or not arising in the ordinary course of
business. In particular, if the Acquisition Agreement is terminated
at any time prior to First Admission, the Banks shall have a right
to terminate the Placing Agreement.
The Company has agreed to pay the Banks, in aggregate, a
corporate finance fee of GBP50,000 together with a commission of 4
per cent. of the aggregate value at the Issue Price of the Placing
Shares, other than those Placing Shares subscribed for by the
Company's largest shareholder, Premier Investissement SAS and its
associates, in respect of which the commission rate shall be 3 per
cent.. In addition, Berenberg will receive an additional commission
of 1 per cent. of the aggregate value at the Issue Price of the
First Placing Shares in consideration for underwriting the First
Placing.
Subject to certain conditions being satisfied, it is anticipated
that First Admission will become effective and that dealings in the
First Placing Shares will commence on AIM at 8.00 a.m. on 22 March
2021. Subject to certain conditions being satisfied, including the
passing of the Resolutions at the General Meeting and, in relation
to the Open Offer Shares only, completion of the Open Offer, it is
anticipated that Second Admission will become effective and that
dealings in the Second Placing Shares and Open Offer Shares will
commence on AIM at 8.00 a.m. on 7 April 2021.
10. Overseas Shareholders
The making of the Open Offer to persons outside the United
Kingdom may be prohibited or affected by the relevant laws of the
overseas jurisdiction. Shareholders with registered or mailing
addresses outside the United Kingdom or who are citizens or
nationals of, or resident in, a jurisdiction other than the United
Kingdom should read paragraph 6 of Part 3 of this document. It is
the responsibility of all Overseas Shareholders to satisfy
themselves as to the observance of any legal requirements in their
jurisdiction.
11. General Meeting
You will find set out in the Circular to be posted to
Shareholders, a notice convening the General Meeting to be held at
11:00 a.m. on 6 April 2021 at The Courtyard Suite, 21-25 Hart
Street, Henley-on-Thames, RG9 2AR, United Kingdom. The issue of the
Placing Shares, the Subscription Shares and the Open Offer Shares
is conditional upon the passing of Resolutions 1 and 2 at the
General Meeting.
12. Action to be Taken
In respect of the General Meeting
IMPORTANT NOTICE REGARDING COVID-19 GENERAL MEETING
ARRANGEMENTS
It is noted that the Government's measures to restrict travel
and public gatherings currently in force include a prohibition
against public gatherings. Accordingly, the General Meeting will be
restricted to two attendees (including the chairman of the General
Meeting), both of whom will be Shareholders or a proxy for a
Shareholder or Shareholder for the purposes of forming a quorum. I,
or anyone else acting as chairman of the General Meeting, have the
power in law and under the Articles to secure the safety of the
people attending the General Meeting. Therefore, any Shareholders
who seeks to attend the General Meeting may be refused entry and I,
or anyone else acting as chairman of the General Meeting, may
adjourn the General Meeting because the attendance of any
additional Shareholder above the number necessary to form a quorum
would be unlawful under the Government's measures. Equally, even if
the Government restrictions are relaxed, the safety of persons
attending the General Meeting is paramount and, if necessary, the
Company may restrict attendance to safeguard the health of
attendees.
Please note that the General Meeting will be restricted to its
formal business only. We will continue to monitor the fast-changing
government guidance and provide any appropriate updates via a
Regulatory Information Service and our website www.xlmedia.com.
Shareholders are strongly encouraged to exercise their vote on
the Resolutions by submitting a proxy appointment and giving voting
instructions. At the General Meeting, the Resolutions will be put
to a vote on a poll, rather than on a show of hands. This will
result in a more accurate reflection of the views of Shareholders
and to ensure that your proxy votes are recognised.
Shareholders are invited to submit to me or the Company
Secretary any questions they would otherwise have asked at the
General Meeting through a facility on our website www.xlmedia.com.
Such questions will be considered by the Board. The Company will
respond to any relevant questions that are received, and may also,
if the Board so determines, and subject to any regulatory
restrictions, public on our website a summary of responses to
questions received.
You can submit your proxy vote electronically by accessing the
Shareholder portal at www.signalshares.com The proxy vote must be
received by Link Group, Central Square, 29 Wellington Street,
Leeds, LS1 4DL, in each case no later than 11:00 a.m. on 1 April
2021 (or, if the meeting is adjourned, not less than 48 hours
(excluding non-working days) before the time fixed for the
adjourned meeting).
If you hold your Shares in uncertificated form in CREST, you may
vote using the CREST electronic proxy appointment service in
accordance with the procedures set out in the CREST Manual using
CREST ID: RA10. The latest time by which an instruction must be
validly entered through the CREST electronic proxy appointment
service is 11:00 a.m. on 1 April 2021 (or, if the meeting is
adjourned, not less than 48 hours (excluding non-working days)
before the time fixed for the adjourned meeting).
Alternatively, You may request a hard copy form of proxy
directly from the registrars, Link Group on 0371 664 0300. Calls
cost 12p per minute plus your phone company's access charge. Calls
outside the United Kingdom will be charged at the applicable
international rate. Lines are open between 9:00 a.m. - 5:30 p.m.,
Monday to Friday excluding public holidays in England and
Wales.
In respect of the Open Offer
Qualifying Non-CREST Shareholder
If you are a Qualifying Non-CREST Shareholder, you will have
received an Application Form which gives details of your
entitlements under the Open Offer (as shown by the number of Open
Offer Entitlements allocated to you). If you wish to apply for the
number of Open Offer Shares you are entitled to under the Open
Offer (as shown by the number of Open Offer Entitlements allocated
to you) or more or less Open Offer Shares than you are entitled to
under the Open Offer, you should complete the enclosed Application
Form in accordance with the procedure for application set out in
Part 3 of this document and on the Application Form itself.
Qualifying CREST Shareholder
If you are a Qualifying CREST Shareholder, no Application Form
is enclosed and you will receive a credit to your appropriate CREST
Stock Account in respect of the Open Offer Entitlements
representing your entitlement under the Open Offer. You should
refer to the procedure for application set out in Part 3 of this
document.
13. Risk Factors and Additional Information
The attention of Shareholders is drawn to the risk factors set
out in Part 2 of this document and the information contained in
Parts 3 and 4, which provide additional information on the Open
Offer.
14. Documents Available for Inspection
As at the date of this document, the Company's registered office
is not open to members of the general public in accordance with the
latest measures imposed by the UK Government in response to the
COVID-19 pandemic. Copies of this document and the consent letters
from each of Cenkos and Berenberg are available from the Company on
request by email to ir@xlmedia.com from the date of this document
up to and including the date of the General Meeting.
15. General
If you have any questions relating to this document, and the
completion and return of the (if relevant) the Application Form,
please telephone Link Group on 0371 664 0321. Calls are charged at
the standard geographic rate and will vary by provider. Calls
outside the United Kingdom will be charged at the applicable
international rate. The helpline is open between 9.00 a.m. - 5.30
p.m., Monday to Friday excluding public holidays in England and
Wales. Please note that Link Group cannot provide any financial,
legal or tax advice and calls may be recorded and monitored for
security and training purposes.
If you require such advice, you should consult your stockbroker,
bank manager, solicitor, accountant or other independent financial
adviser authorised under the FSMA immediately or, if you are in a
jurisdiction outside the United Kingdom, another appropriately
authorised independent financial adviser.
16. Recommendation
The Directors believe that the Fundraising is in the best
interests of the Company and the Shareholders, taken as a whole.
The initial payment for the Acquisition will be funded by the net
proceeds of the First Placing (which is not subject to shareholder
approval) and the Group's existing resources. However, the
Directors believe that the proceeds of the Second Placing are
important to ensure as strong balance sheet for the payment of the
deferred consideration on the Acquisition and potential earn outs
payments on CBWG. Therefore, the Directors unanimously recommend
that Shareholders vote in favour of the Resolutions as they intend
to do in respect of their own interests in 9,075,417 Shares in
aggregate, representing approximately 4.7 per cent. of the Existing
Shares.
If Shareholders do not vote in favour of the Resolutions, the
Second Placing, Second Subscription and the Open Offer will not
proceed and the Company may have to seek other sources of funding
if it wants to fund the deferred portion of the consideration and
maintain its expected levels of investment.
APPIX II
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE
PLACING SHARES.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO
THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN
AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933,
AS AMED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES,
EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO
PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED
STATES.
THIS ANNOUNCEMENT, INCLUDING THIS APPIX (TOGETHER, THE
"ANNOUNCEMENT") AND THE INFORMATION IN IT, IS RESTRICTED AND IS NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, NEW
ZEALAND THE REPUBLIC OF SOUTH AFRICA, (SUBJECT TO CERTAIN LIMITED
EXCEPTIONS) THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH
SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN
ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.
THE DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY PART OF IT AND THE
PLACING AND ISSUE OF THE PLACING SHARES IN CERTAIN JURISDICTIONS
MAY BE RESTRICTED OR PROHIBITED BY LAW. NO ACTION HAS BEEN TAKEN BY
THE COMPANY, CENKOS SECURITIES PLC ("CENKOS") AND JOH. BERENBERG,
GOSSLER & CO. KG ("BERENBERG") OR ANY OF THEIR RESPECTIVE
AFFILIATES, AGENTS, CONSULTANTS, DIRECTORS, EMPLOYEES OR OFFICERS
THAT WOULD PERMIT AN OFFER OF THE PLACING SHARES OR POSSESSION OR
DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY OTHER OFFERING OR
PUBLICITY MATERIAL RELATING TO SUCH PLACING SHARES IN ANY
JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED, OTHER THAN
THE UK. PERSONS TO WHOSE ATTENTION THIS ANNOUNCEMENT HAS BEEN DRAWN
ARE REQUIRED BY THE COMPANY, CENKOS AND BERENBERG TO INFORM
THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
DIRECTED ONLY AT (A) PERSONS IN MEMBER STATES OF THE EEA WHO ARE
QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE EU
PROSPECTUS REGULATION ("EU QUALIFIED INVESTORS"), AND (B) IF IN THE
UNITED KINGDOM, QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF
THE UK PROSPECTUS REGULATION ("UK QUALIFIED INVESTORS") WHO ALSO
(I) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS
ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE "ORDER")
(INVESTMENT PROFESSIONALS); (II) FALL WITHIN ARTICLE 49(2)(A) TO
(D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.)
OF THE ORDER; OR (C) ARE PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO
COMMUNICATE IT TO (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. 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 BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT
DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY. EACH PLACEE SHOULD CONSULT WITH ITS OWN
ADVISERS AS TO THE LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN
INVESTMENT IN PLACING SHARES.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT
INTED TO AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR
INVITATION TO PURCHASE OR SUBSCRIBE FOR OR THE SOLICITATION OF AN
OFFER TO PURCHASE OR SUBSCRIBE FOR THE PLACING SHARES OR ANY OTHER
SECURITY IN THE UNITED STATES. THE PLACING SHARES HAVE NOT BEEN AND
WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OR UNDER THE
SECURITIES LAWS OF, OR WITH ANY SECURITIES REGULATORY AUTHORITY OF,
ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, and may not
be offered, sold, resold, transferred or delivered, directly or
indirectly, in or into the United States except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the us Securities Act. THE PLACING
SHARES HAVE NOT BEEN AND WILL NOT BE APPROVED OR DISAPPROVED BY THE
UNITED STATES SECURITIES AND EXCHANGE COMMISSION, ANY STATE
SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY IN THE
UNITED STATES, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED
UPON ORORSED THE MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY
OF THE CONTENTS OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES. THERE WILL BE
NO PUBLIC OFFER OF ANY SECURITIES IN THE UNITED STATES.
THIS ANNOUNCEMENT OR ANY PART OF IT DOES NOT CONSTITUTE OR FORM
PART OF ANY OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER
TO ACQUIRE, PURCHASE OR SUBSCRIBE FOR PLACING SHARES IN AUSTRALIA,
CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, THE
UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH AN OFFER OR
SOLICITATION IS OR MAY BE RESTRICTED OR UNLAWFUL. THE RELEVANT
CLEARANCES HAVE NOT BEEN, NOR WILL THEY BE, OBTAINED FROM THE
SECURITIES COMMISSION OF ANY PROVINCE OR TERRITORY OF CANADA, NO
PROSPECTUS HAS BEEN LODGED WITH, OR REGISTERED BY, THE AUSTRALIAN
SECURITIES AND INVESTMENTS COMMISSION OR THE JAPANESE MINISTRY OF
FINANCE; THE RELEVANT CLEARANCES HAVE NOT BEEN, AND WILL NOT BE,
OBTAINED FOR THE SOUTH AFRICA RESERVE BANK OR ANY OTHER APPLICABLE
BODY IN THE REPUBLIC OF SOUTH AFRICA IN RELATION TO THE PLACING
SHARES AND THE PLACING SHARES HAVE NOT BEEN, NOR WILL THEY BE,
REGISTERED UNDER OR OFFERED IN COMPLIANCE WITH THE SECURITIES LAWS
OF ANY STATE, PROVINCE OR TERRITORY OF AUSTRALIA, CANADA, JAPAN,
NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA. ACCORDINGLY, THE
PLACING SHARES MAY NOT (UNLESS AN EXEMPTION UNDER THE RELEVANT
SECURITIES LAWS IS APPLICABLE) BE OFFERED, SOLD, RESOLD OR
DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA,
JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, OR ANY OTHER
JURISDICTION OUTSIDE THE UNITED KINGDOM. PERSONS (INCLUDING,
WITHOUT LIMITATION, NOMINEES AND TRUSTEES) WHO HAVE A CONTRACTUAL
RIGHT OR OTHER LEGAL OBLIGATION TO FORWARD A COPY OF THIS
ANNOUNCEMENT SHOULD SEEK APPROPRIATE ADVICE BEFORE TAKING ANY
ACTION.
THIS ANNOUNCEMENT INCLUDES STATEMENTS THAT ARE, OR MAY BE DEEMED
TO BE, "FORWARD-LOOKING STATEMENTS". THESE FORWARD-LOOKING
STATEMENTS CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING
TERMINOLOGY, INCLUDING THE TERMS "BELIEVES", "ESTIMATES", "PLANS",
"PROJECTS", "ANTICIPATES", "EXPECTS", "INTS", "MAY", "WILL" OR
"SHOULD", OR, IN EACH CASE, THEIR NEGATIVE OR OTHER VARIATIONS OR
COMPARABLE TERMINOLOGY. THESE FORWARD-LOOKING STATEMENTS INCLUDE
MATTERS THAT ARE NOT HISTORICAL FACTS. THEY APPEAR IN A NUMBER OF
PLACES THROUGHOUT THIS ANNOUNCEMENT AND INCLUDE STATEMENTS
REGARDING THE DIRECTORS' CURRENT INTENTIONS, BELIEFS OR
EXPECTATIONS CONCERNING, AMONG OTHER THINGS, THE COMPANY'S RESULTS
OR OPERATIONS, FINANCIAL CONDITION, LIQUIDITY, PROSPECTS, GROWTH,
STRATEGIES AND THE COMPANY'S MARKETS. FORWARD-LOOKING STATEMENTS IN
THIS ANNOUNCEMENT ARE BASED ON CERTAIN FACTORS AND ASSUMPTIONS,
INCLUDING THE DIRECTORS' CURRENT VIEW WITH RESPECT TO FUTURE EVENTS
AND ARE SUBJECT TO RISKS RELATING TO FUTURE EVENTS AND OTHER RISKS,
UNCERTAINTIES AND ASSUMPTIONS RELATING TO THE COMPANY'S OPERATIONS,
GROWTH STRATEGY AND LIQUIDITY. WHILST THE DIRECTORS CONSIDER THESE
ASSUMPTIONS TO BE REASONABLE BASED UPON INFORMATION CURRENTLY
AVAILABLE, THEY MAY PROVE TO BE INCORRECT. SAVE AS REQUIRED BY LAW
OR BY THE LISTING RULES THE COMPANY UNDERTAKES NO OBLIGATION TO
PUBLICLY RELEASE THE RESULTS OF ANY REVISIONS TO FORWARD-LOOKING
STATEMENTS IN THIS ANNOUNCEMENT THAT MAY OCCUR DUE TO ANY CHANGE IN
THE DIRECTORS' EXPECTATIONS OR TO REFLECT EVENTS OR CIRCUMSTANCES
AFTER THE DATE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT HAS BEEN PREPARED AND ISSUED BY THE COMPANY
AND IS AND WILL BE THE SOLE RESPONSIBILITY OF THE COMPANY. NO
REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IS OR WILL BE MADE
AS TO, OR IN RELATION TO, AND NO RESPONSIBILITY OR LIABILITY IS OR
WILL BE ACCEPTED BY CENKOS, BERENBERG OR ANY OF THEIR RESPECTIVE
ADVISERS, AFFILIATES, AGENTS, BRANCHES, CONSULTANTS, DIRECTORS,
EMPLOYEES, OFFICERS OR ANY OTHER PERSON AS TO OR IN RELATION TO THE
ACCURACY OR COMPLETENESS OF THIS ANNOUNCEMENT OR ANY OTHER WRITTEN
OR ORAL INFORMATION MADE AVAILABLE TO OR PUBLICLY AVAILABLE TO ANY
PLACEE, ANY PERSON ACTING ON SUCH PLACEE'S BEHALF OR ANY OF THEIR
RESPECTIVE ADVISERS, AND ANY LIABILITY THEREFOR IS EXPRESSLY
DISCLAIMED.
THIS ANNOUNCEMENT HAS NOT BEEN EXAMINED OR APPROVED BY THE
LONDON STOCK EXCHANGE, NOR IS IT INTED THAT IT WILL BE SO EXAMINED
OR APPROVED.
This Announcement should be read in its entirety.
Terms and conditions of, and the mechanics of participation in,
the Placing
This Appendix gives details of the terms and conditions of, and
the mechanics of participation in, the Placing. By participating in
the Placing, each Placee will be deemed to have read and understood
this Announcement in its entirety, to be participating, making an
offer and acquiring Placing Shares on the terms and conditions
contained herein and to be providing the representations,
warranties, indemnities, acknowledgements and undertakings
contained in this Appendix.
No commission will be paid to Placees or by Placees in respect
of any Placing Shares.
Terms and conditions of, and the mechanics of participation in,
the Open Offer
A Circular which explains the background to and reasons for the
Placing, Subscription and Open Offer, contains a notice convening
the General Meeting ("Notice") will be sent to Shareholders. The
Circular will also contain the terms and conditions of, and the
mechanics of participation in, the Open Offer. The Circular is
expected to be sent to Shareholders on or around 19 March 2021.
Details of the Placing Agreement and the Placing Shares
Cenkos and Berenberg as joint brokers (together the "Brokers"
and each a "Broker") have entered into the Placing and Open Offer
Agreement ("Placing Agreement") with the Company pursuant to which,
on the terms and subject to the conditions set out in such Placing
Agreement, each of Cenkos and Berenberg, as agent for and on behalf
of the Company, has agreed (severally and not jointly and
severally) to use their respective reasonable endeavors to procure
Placees for the Placing Shares at the Issue Price (as defined
below). The First Placing is being underwritten by Berenberg. The
Second Placing, the Subscription and the Open Offer are not being
underwritten.
The price at which the Placing Shares are to be placed will be
40 pence per Ordinary Share (the "Issue Price"). The final number
of Placing Shares will be decided at the close of the Bookbuild
following the execution of a placing supplement agreement by the
Company and the Brokers (the "Placing Supplement"). The timing of
the closing of the book and allocations are at the discretion of
the Company and the Brokers. Details of the number of Placing
Shares will be announced as soon as practicable after the close of
the Bookbuild.
The Placing Shares will, when issued, be subject to the articles
of association of the Company and credited as fully paid and will
rank pari passu in all respects with the existing issued Ordinary
Shares, including the right to receive all dividends and other
distributions declared, made or paid in respect of such Ordinary
Shares after the date of issue of the Placing Shares.
The Placing Agreement contains certain undertakings,
representations, warranties and indemnities given by the Company
for the benefit of Cenkos and Berenberg. Cenkos and Berenberg have
absolute discretion as to whether or not to bring an action against
the Company for breach of these undertakings, warranties and
indemnities.
Cenkos and Berenberg have the right to terminate the Placing
Agreement in certain circumstances, details of which are set out
below.
Application for Admissions
The Placing is being conducted in two tranches ("First Placing"
and "Second Placing"). The First Placing Shares will be allotted
and issued pursuant to the Placing and are expected to be admitted
to trading on AIM on 22 March 2021 ("First Admission"). The First
Placing will utilise the Company's existing shareholder authorities
to allot and issue new Ordinary Shares on a non-pre-emptive basis
for cash.
Subject to the passing of the Resolutions, the Second Placing
Shares will be allotted and issued pursuant to the Placing and are
expected to be admitted to trading on AIM on 7 April 2021 ("Second
Admission").
Applications have been, or will be made to the London Stock
Exchange for the admission of the First Placing Shares, the First
Subscription Shares and Second Placing Shares, the Second
Subscription Shares and the Open Offer Shares to trading on AIM
(together, "Admissions").
First Admission is conditional, inter alia, upon the Placing
Agreement not having been terminated and becoming unconditional in
respect of the First Placing Shares. Second Admission of the Second
Placing Shares is also conditional, inter alia, upon the passing of
the Resolutions by the Shareholders at the General Meeting to be
held at 11:00 a.m. on 6 April 2021 and upon the Placing Agreement
not having been terminated and becoming unconditional in respect of
the Second Placing Shares.
Principal terms of the Placing
Cenkos and Berenberg are acting as joint brokers to the Placing,
as agents for and on behalf of the Company. Each of Cenkos, which
is authorised and regulated in the United Kingdom by the Financial
Conduct Authority ("FCA"), and Berenberg, which is regulated by the
German Federal Financial Supervisory Authority and subject to
limited regulation in the United Kingdom by the FCA, is acting
exclusively for the Company and no one else in connection with the
matters referred to in this Announcement and will not be
responsible to anyone other than the Company for providing the
protections afforded to the customers of either Cenkos or Berenberg
or for providing advice in relation to the matters described in
this Announcement.
Participation in the Placing will only be available to persons
who may lawfully be, and are, invited by Cenkos or Berenberg to
participate. Cenkos and Berenberg and any of their affiliates are
entitled to participate in the Placing as principal.
Cenkos and Berenberg are proceeding with the Bookbuild for the
purpose of assessing the demand from institutional and other
investors for subscribing for Placing Shares at the Issue Price and
the Company then issuing the Placing Shares under the Placing to
raise approximately GBP7.29 million for the Company under the First
Placing and minimum approximately GBP12.18 million for the Company
under the Second Placing, in each case before expenses. The exact
number of Placing Shares to be allocated and issued to each Placee
shall be determined by the Brokers (in consultation with the
Company) following completion of the Bookbuild. The Brokers will
commence the Bookbuild today and it is expected to close no later
than 8:00 p.m. on 18 March 2021 but may be closed earlier or later
at the Brokers' discretion. Completion of the Bookbuild is at the
discretion of the Company and there is no guarantee that the
Bookbuild will be completed. The Brokers may, in agreement with the
Company, accept bids that are received after the Bookbuild has
closed. The number of Placing Shares will be announced on a
Regulatory Information Service following completion of the
Bookbuild.
Each Placee's allocation of Placing Shares will be communicated
orally or by email by the relevant Broker to the relevant Placee.
That oral or email confirmation will give rise to an irrevocable,
legally binding commitment by such Placee, in favour of the Brokers
and the Company, under which it agrees to acquire the number of
Placing Shares allocated to it at the Issue Price and otherwise on
the terms and subject to the conditions set out in this Appendix
and in accordance with the Company's articles of association.
Except with the relevant Broker's consent, such commitment will not
be capable of variation, revocation, termination or rescission at
either the time of such oral confirmation or any time
thereafter.
The Issue Price shall be payable to the Brokers by all Placees
in accordance with the terms of this Appendix.
Each Placee will have an immediate, separate, irrevocable and
binding obligation, owed to the relevant Broker (as agent for the
Company), to pay to it (or as it may direct) in cleared funds an
amount equal to the product of the Issue Price and the number of
Placing Shares such Placee has agreed to acquire and that the
Company has agreed to allot and issue to that Placee.
Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all
Placing Shares to be acquired pursuant to the Placing will be
required to be made on the basis explained below under
"Registration and Settlement".
All obligations of the Brokers under the Placing will be subject
to fulfilment of the conditions referred to below under "Conditions
of the Placing" and to the Placing not being terminated on the
basis referred to below under "Termination of the Placing".
By participating in the Placing, each Placee will agree that its
rights and obligations in respect of the Placing will terminate
only in the circumstances described below and/or set out in the
Placing Agreement and will not otherwise be capable of rescission
or termination by the Placee.
To the fullest extent permissible by law and applicable FCA
rules, none of (a) the Brokers (or either of them), (b) any of
Brokers' respective affiliates, agents, directors, officers,
employees or consultants, (c) to the extent not contained within
(a) or (b), any person connected with either of the Brokers (as
defined in the FSMA) ((b) and (c) being together "affiliates" and
individually an "affiliate" of either Broker or (d) any person
acting on behalf of either Broker, shall have any liability
(including, to the extent permissible by law, any fiduciary duties)
to any Placee or to any other person whether acting on behalf of a
Placee or otherwise. In particular, neither of the Brokers nor any
of their respective affiliates shall have any liability (including,
to the extent permissible by law, any fiduciary duties) in respect
of their conduct of the Placing or of such alternative method of
effecting the Placing as the Brokers and the Company may agree.
Registration and Settlement
Each Placee will be deemed to agree that it will do all things
necessary to ensure that delivery and payment is completed as
directed by the relevant Broker in accordance with either the
standing CREST or certificated settlement instructions which they
have in place with Berenberg (acting as settlement agent).
Settlement of transactions in the Placing Shares (ISIN:
JE00BH6XDL31 ) will take place within the CREST system, subject to
certain exceptions. Settlement through CREST with respect to the
Placing Shares will be on a delivery versus payment basis unless
otherwise notified by the Brokers and it is expected to occur at
8.00 a.m. on 22 March 2021 with respect to the First Placing Shares
and at 8.00 a.m. on 7 April 2021 with respect to the Second Placing
Shares.
In the event of any difficulties or delays in the admission of
the Placing Shares to CREST or the use of CREST in relation to the
Placing, the Company and Berenberg may agree that the Placing
Shares should be issued in certificated form.
Berenberg also reserves the right to require settlement for the
Placing Shares, and to deliver the Placing Shares to Placees, by
such other means as it deems necessary if delivery or settlement to
Placees is not practicable within the CREST system or would not be
consistent with regulatory requirements in a Placee's
jurisdiction.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above, in respect of either CREST or certificated deliveries, at
the rate of two percentage points above prevailing LIBOR as
determined by the Brokers.
Each Placee is deemed to agree that if it does not comply with
these obligations, Berenberg may sell any or all of their Placing
Shares on their behalf and retain from the proceeds, for
Berenberg's account and benefit, an amount equal to the aggregate
amount owed by the Placee plus any interest due. The relevant
Placee will, however, remain liable for any shortfall below the
aggregate amount owed by it and for any stamp duty or stamp duty
reserve tax (together with any interest or penalties) which may
arise upon the sale of their Placing Shares on their behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent and insofar as Placing Shares are registered in a
Placee's name or that of its nominee or in the name of any person
for whom a Placee is contracting as agent or a nominee for such
person, such Placing Shares should, subject as provided below, be
so registered free from any liability to stamp duty or stamp duty
reserve tax. If there are any circumstances in which any stamp duty
or stamp duty reserve tax or other similar taxes or duties
(including any interest and penalties relating thereto) is payable
in respect of the allocation, allotment, issue, sale, transfer or
delivery of the Placing Shares (or, for the avoidance of doubt, if
any stamp duty or stamp duty reserve tax is payable in connection
with any subsequent transfer or agreement to transfer Placing
Shares), the Company shall not be responsible for payment
thereof.
Conditions of the First Placing and Second Placing
The First Placing is conditional upon the Placing Agreement
becoming unconditional and not having been terminated in accordance
with its terms.
The obligations of each of the Brokers under the Placing
Agreement are, and the First Placing is, conditional upon, inter
alia:
1. the Company complying with its obligations under the Placing
Agreement in all material respects and under this Appendix, to the
extent that they fall to be performed or satisfied before First
Admission;
2. the publication of the Placing results announcement through a
Regulatory Information Service by no later than 5.00 pm on the date
of the Placing Agreement (or by such other time and/or date as the
Company and the Brokers may agree);
3. the Asset Purchase Agreement having been executed by all the
parties thereto, and not having been terminated or rescinded prior
to First Admission;
4. the warranties and representations being true and accurate
and not misleading on and as of the date of the Placing Agreement
and immediately prior to First Admission, by reference to the facts
and circumstances then subsisting; and
5. First Admission occurring not later than 8.00 am on 22March
2021 (or such later time or date as the Brokers may agree with the
Company, in any event being no later than 31 March 2021).
The Second Placing is conditional upon the Placing Agreement
becoming unconditional and not having been terminated in accordance
with its terms.
The obligations of each of the Brokers under the Placing
Agreement are, and the Second Placing is, conditional upon, inter
alia:
1. First Admission having occurred;
2. the General Meeting having taken place on the date set out in
the Notice, no adjournment of the General Meeting having occurred
without the prior written consent of the Placing Agents and each of
the Resolutions having been passed thereat by the requisite
majority without amendment;
3. the Company complying with its obligations under the Placing
Agreement in all material respects and under this Appendix, to the
extent that they fall to be performed or satisfied before Second
Admission;
4. the warranties and representations being true and accurate
and not misleading as at the date of Second Admission, by reference
to the facts and circumstances then subsisting;
5. Second Admission occurring not later than 8.00 am on 7 April
2021 (or such later time or date as the Brokers may agree with the
Company, in any event being no later than 30 April 2021),
(all conditions to the obligations of each of the Brokers
included in the Placing Agreement in respect of First Admission and
Second Admission (and either or both of them as the context
requires) being together, the "Conditions").
If any of the Conditions set out in the Placing Agreement are
not fulfilled or, where permitted, waived in accordance with the
Placing Agreement within the stated time periods (or such later
time and/or date as the Company and the Brokers may agree), or the
Placing Agreement is terminated in accordance with the
circumstances described under "Termination of the First Placing" or
"Termination of the Second Placing" below, the Placing will lapse
and each Placee's rights and obligations shall cease and terminate
at such time, all monies received from a Placee pursuant to the
Placing shall be returned to such Placee without interest, at the
risk of the relevant Placee, and each Placee agrees that no claim
can be made by or on behalf of the Placee (or any person on whose
behalf the Placee is acting) in respect thereof.
Certain Conditions may be waived in whole or in part by the
Brokers acting jointly in their absolute discretion and the Brokers
may also agree in writing with the Company to extend the time for
satisfaction of any condition. Any such extension or waiver will
not affect Placees' commitments as set out in this Appendix.
The Brokers may terminate the Placing Agreement in certain
circumstances, details of which are set out below.
Neither of the Brokers, the Company nor any of their respective
affiliates, agents, consultants, directors, employees or officers
shall have any liability to any Placee (or to any other person
whether acting on behalf of a Placee or otherwise) in respect of
any decision any of them may make as to whether or not to waive or
to extend the time and/or date for the satisfaction of any
condition to the Placing nor for any decision any of them may make
as to the satisfaction of any condition or in respect of the
Placing generally and by participating in the Placing, each Placee
agrees that any such decision is within the absolute discretion of
the Brokers.
Termination of the Placing
First Placing Termination
Either of the Brokers may terminate the obligations of both
Brokers under the Placing Agreement, in accordance with its terms,
at any time prior to First Admission if, inter alia:
1. In the opinion of either Broker (acting in good faith) any
statement contained in this Announcement, or any other document or
announcement issued or published by or on behalf of the Company in
connection with the Placing, is or has become untrue or inaccurate
in any material respect or misleading;
2. any of the warranties and representations is not, or has
ceased to be, true, accurate and not misleading;
3. the Asset Purchase Agreement is terminated;
4. in the opinion of either Broker (acting in good faith) there
has occurred any material adverse change in the financial position,
business or prospects of the Company (whether or not foreseeable at
the time of the Placing Agreement); or
5. there has occurred any change in national or international
financial, market, economic or political conditions (including a
significant worsening of the COVID-19 pandemic) or there shall have
occurred any event which is likely to have a material adverse
effect on the business or prospects of the Company or to render the
Placing impracticable or inadvisable.
Second Placing Termination
Either of the Brokers may terminate the obligations of both
Brokers under the Placing Agreement, in accordance with its terms,
at any time between First Admission and Second Admission if, inter
alia:
1. in the opinion of either Broker (acting in good faith) any
statement contained in this Announcement, or any other document or
announcement issued or published by or on behalf of the Company in
connection with the Placing, is or has become untrue or inaccurate
in any material respect or misleading;
2. any of the warranties and representations is not, or has
ceased to be, true, accurate and not misleading;
3. in the opinion of either Broker (acting in good faith) there
has occurred any material adverse change in the financial position,
business or prospects of the Company (whether or not foreseeable at
the time of the Placing Agreement); or
4. there has occurred any change in national or international
financial, market, economic or political conditions (including a
significant worsening of the COVID-19 pandemic) or there shall have
occurred any event which is likely to have a material adverse
effect on the business or prospects of the Company or to render the
Placing impracticable or inadvisable.
If the Placing Agreement is terminated in accordance with its
terms, the rights and obligations of each Placee in respect of the
Placing as described in this Announcement shall cease and terminate
at such time, all monies received from a Placee pursuant to the
Placing shall be returned to such Placee without interest, at the
risk of the relevant Placee, and each Placee agrees that no claim
can be made by or on behalf of the Placee (or any person on whose
behalf the Placee is acting) in respect thereof.
By participating in the Placing, each Placee agrees with the
Company and the Brokers that the exercise by the Company, or the
Brokers, of any right of termination or any other right or other
discretion under the Placing Agreement shall be within the absolute
discretion of the Company or the Brokers and that neither the
Company nor the Brokers need make any reference to such Placee and
that none of the Brokers, the Company, nor any of their respective
affiliates, agents, directors, officers or employees shall have any
liability to such Placee (or to any other person whether acting on
behalf of a Placee or otherwise) whatsoever in connection with any
such exercise.
No admission document or prospectus
No offering document, admission document or prospectus will be
made available in connection with the matters contained or referred
to in this Announcement and no such document is required to be
published, in accordance with Regulation (EU) 2017/1129 (the
"Prospectus Regulation") or Regulation (EU) 2017/1129, as amended
and retained in UK law on 31 December 2020 by the European Union
(Withdrawal) Act 2018 (the "EUWA") (the "UK Prospectus
Regulation"). Placees' commitments will be made solely on the basis
of the information contained in this Announcement and subject to
any further terms set forth in the contract note to be sent to
individual Placees.
Representations, warranties and further terms
By participating in the Placing, each Placee and/or any person
acting on such Placee's behalf irrevocably confirms, acknowledges,
agrees, represents, undertakes, and warrants with each of the
Brokers that (save where the Brokers expressly agree in writing to
the contrary):
1. it has read and understood this Announcement in its entirety
and it agrees and acknowledges that the issue and acquisition of
the Placing Shares is subject to and based upon all the terms,
conditions, representations, warranties, indemnities,
acknowledgements, agreements, undertakings and other information
contained in this Appendix and that it has not relied on, and will
not rely on, any information given or any representations,
warranties or statements made at any time by any person in
connection with the Placing, the Company, the Placing Shares or
otherwise, other than the information contained in this
Announcement;
2. it is a Relevant Person and undertakes that it will acquire,
hold, manage and (if applicable) dispose of any Placing Shares that
are allocated to it for the purposes of its business;
3. in the case of a Relevant Person in the United Kingdom who
acquires any Placing Shares pursuant to the Placing:
a. it is a UK Qualified Investor; and
b. in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Regulation 5(1) of
the UK Prospectus Regulation:
i. the Placing Shares acquired by it in the Placing will not be
acquired on a non-discretionary basis on behalf of, nor will they
be acquired with a view to their offer or resale (i) to persons in
the United Kingdom other than UK Qualified Investors or (ii) to
persons in any Relevant Member State other than EU Qualified
Investors or (iii) in circumstances in which the prior consent of
the Brokers has been given to the offer or resale; or
ii. where Placing Shares have been acquired by it on behalf of
persons in the United Kingdom other than UK Qualified Investors,
the offer of those Placing Shares to it is not treated under the UK
Prospectus Regulation as having been made to such persons; or
iii. where Placing Shares have been acquired by it on behalf of
persons, other than EU Qualified Investors, in any Relevant Member
State, the offer of those Placing Shares to it is not treated under
the EU Prospectus Regulation as having been made to such
persons;
4. in the case of a Relevant Person in a Relevant Member State
who acquires any Placing Shares pursuant to the Placing:
a. it is an EU Qualified Investor; and
b. in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Regulation 5 of the
EU Prospectus Regulation:
i. the Placing Shares acquired by it in the Placing will not be
acquired on a non-discretionary basis on behalf of, nor will they
be acquired with a view to their offer or resale (i) to persons in
the United Kingdom other than UK Qualified Investors or (ii) to
persons in any Relevant Member State other than EU Qualified
Investors or (iii) in circumstances in which the prior consent of
the Brokers has been given to the offer or resale; or
ii. where Placing Shares have been acquired by it on behalf of
persons in the United Kingdom other than UK Qualified Investors,
the offer of those Placing Shares to it is not treated under the UK
Prospectus Regulation as having been made to such persons; or
iii. where Placing Shares have been acquired by it on behalf of
persons, other than EU Qualified Investors, in any Relevant Member
State, the offer of those Placing Shares to it is not treated under
the EU Prospectus Regulation as having been made to such
persons;
5. it is not, and any person who it is acting on behalf of is
not, and at the time the Placing Shares are acquired will not be, a
resident of, or with an address in, or subject to the laws of,
Australia, Canada, Japan, New Zealand or the Republic of South
Africa, and it acknowledges and agrees that the Placing Shares have
not been and will not be registered or otherwise qualified under
the securities legislation of Australia, Canada, Japan, New Zealand
or the Republic of South Africa and may not be offered, sold or
acquired, directly or indirectly, within those jurisdictions;
6. it acknowledges that no action has been or will be taken by
any of the Company, the Brokers or any person acting on their
behalf that would, or is intended to, permit a public offer of the
Placing Shares or in any country or jurisdiction where any such
action for that purpose is required. In addition, the Placing
Shares have not been registered or otherwise qualified, and will
not be registered or otherwise qualified, for offer and sale nor
will a prospectus be cleared or approved in respect of any of the
Placing Shares under the securities laws of Australia, Canada,
Japan, New Zealand or the Republic of South Africa and, subject to
certain exceptions, may not be offered, sold, taken up, renounced
or delivered or transferred, directly or indirectly, within
Australia, Canada, Japan, New Zealand or the Republic of South
Africa or in any country or jurisdiction where any such action for
that purpose is required;
7. it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other
presentational or other materials concerning the Placing, in or
into or from the United States (including electronic copies
thereof) to any person, and it has not distributed, forwarded,
transferred or otherwise transmitted any such materials to any
person;
8. it is purchasing the Placing Shares for investment purposes
and not with a view to distribution or resale, directly or
indirectly, in or into the United States or otherwise in violation
of the United States securities laws, and it will not reoffer,
resell, pledge or otherwise transfer the Placing Shares except (a)
outside the United States in an "offshore transaction" complying
with the provisions of Regulation S to a person outside the United
States and not known by the transferor to be a US Person or acting
for the account or benefit of a US Person, by pre-arrangement or
otherwise; or (b) to the Company or a subsidiary thereof;
9. it understands that the Placing Shares have not been and will
not be registered under the US Securities Act or with any state or
other jurisdiction of the United States and may not be reoffered or
resold except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the US Securities
Act. It understands that the Company has no intention to register
the Placing Shares with the SEC or with any state securities
commission and the Company is under no obligation to assist it in
obtaining or complying with any exemption from registration. It
also acknowledges that the Placing Shares will be "restricted
securities" within the meaning of Rule 144(a)(3) under the US
Securities Act and, for so long as the Placing Shares are
"restricted securities", it shall not deposit such Placing Shares
in any unrestricted depositary facility established or maintained
by a depositary bank;
10. if the Placee is located outside of the United States, the
Placee (a) is not a US Person and it is not acquiring the Placing
Shares for the account or benefit of a US Person; and (b) at the
time the Placing Shares are acquired it will be outside the United
States and acquiring the Placing Shares in an "offshore
transaction" within the meaning of and in accordance with
Regulation S;
11. if the Placee is located in the United States or is a US
Person:
a. it is a QIB and it is acquiring the Placing Shares for its
own account, does not have any contract, undertaking or arrangement
with any person or entity to sell, transfer or grant a
participation with respect to any of the Placing Shares, and is not
acquiring the Placing Shares with a view to distribution or resale,
directly or indirectly, in or into the United States or otherwise
in violation of the United States securities laws. Further, if it
is acquiring Placing Shares as a fiduciary or agent for one or more
investor accounts, each such account is a QIB;
b. it or a purchaser representative, adviser or consultant
relied upon by it in reaching a decision to subscribe has such
knowledge and experience in nancial, tax and business matters as to
enable it or such adviser or consultant to evaluate the merits and
risks of an investment in the Company and to make an informed
investment decision with respect thereto;
c. it acknowledges that the Placing Shares have not been offered
to it and it is not purchasing the Placing Shares as a result of
any "general solicitation" or "general advertising" (with the
meaning of Rule 502(c) of Regulation D) or any "directed selling
efforts" (with the meaning of Regulation S);
d. it acknowledges that the Company may require that any
transferor furnish a legal opinion satisfactory to the Company and
its counsel that any proposed transfer complies with any applicable
federal, state and any other applicable securities laws.
Appropriate stop transfer instructions may be placed with respect
to the Placing Shares and the certificate representing the Placing
Shares in certificated form (if any) sold in the United States will
bear a legend substantially in the following form:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933,
AS AMED (THE "U.S. SECURITIES ACT"), OR WITH ANY SECURITIES
REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES. ACCORDINGLY, THIS SECURITY MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) IN AN OFFSHORE
TRANSACTION COMPLYING WITH THE PROVISIONS OF REGULATION S UNDER THE
U.S. SECURITIES ACT TO A PERSON OUTSIDE THE UNITED STATES AND NOT
KNOWN BY THE TRANSFEROR TO BE A U.S. PERSON OR ACTING FOR THE
ACCOUNT OR BENEFIT OF A U.S. PERSON, BY PRE-ARRANGEMENT OR
OTHERWISE; (B) OR TO THE ISSUER OF THE SECURITIES OR A SUBSIDIARY
OF THE ISSUER.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE FOREGOING, THESE
SECURITIES MAY NOT BE DEPOSITED INTO ANY UNRESTRICTED DEPOSITARY
RECEIPT FACILITY IN RESPECT OF THE COMPANY'S SECURITIES,
ESTABLISHED OR MAINTAINED BY A DEPOSITARY BANK.";
e. it is aware that it must bear the economic risk of an
investment in the Placing Shares for an indefinite period of time
and it has the ability to bear such economic risk of its investment
in the Placing Shares, has adequate means of providing for its
current and contingent needs, has no need for liquidity with
respect to its investment in the Placing Shares, and is able to
sustain a complete loss of its investment in the Placing
Shares;
f. it satisfies any and all standards for investors in
investments of the type subscribed for herein imposed by the
jurisdiction of its residence or otherwise;
g. it has been given the opportunity to (i) ask questions of,
and receive answers from the Company concerning the terms and
conditions of the Placing and other matters pertaining to an
investment in the Company and (ii) obtain any additional
information that the Company can acquire without unreasonable
effort or expense as it may require to evaluate the merits and
risks of an investment in the Company, and all such questions, to
the extent it has considered them material, have been answered;
h. it understands that no United States federal or state agency
has passed upon the merits or risks of an investment in the Placing
Shares or the contents of this document or made any nding or
determination concerning the fairness or advisability of this
investment;
b. it invests in or purchases securities similar to the Placing
Shares in the normal course of business and it has: (a) conducted
its own investigation with respect to the Company and the Placing
Shares; (b) received and reviewed all information that it believes
is necessary or appropriate in connection with our purchase of the
Placing Shares; (c) made its own assessment and has satisfied
itself concerning the relevant tax, legal, currency and other
economic considerations relevant to its investment in the Placing
Shares; and (d) has sufficient knowledge and experience in
financial and business matters and expertise in assessing credit,
market and all other relevant risk and is capable of evaluating,
and has evaluated, independently the merits, risks and suitability
of purchasing the Placing Shares;
12. it and/or each person on whose behalf it is participating
(i) is entitled to acquire Placing Shares pursuant to the Placing
under the laws and regulations of all relevant jurisdictions; (ii)
has fully observed such laws and regulations; and (iii) has the
capacity and has obtained all requisite authorities and consents
(including, without limitation, in the case of a person acting on
behalf of a Placee, all requisite authorities and consents to agree
to the terms set out or referred to in this Appendix) under those
laws or otherwise and has complied with all necessary formalities
to enable it to enter into the transactions and make the
acknowledgements, agreements, indemnities, representations,
undertakings and warranties contemplated hereby and to perform and
honour its obligations in relation thereto on its own behalf (and
in the case of a person acting on behalf of a Placee on behalf of
that Placee); (iv) does so agree to the terms set out in this
Appendix and does so make the acknowledgements, agreements,
indemnities, representations, undertakings and warranties contained
in this Announcement on its own behalf (and in the case of a person
acting on behalf of a Placee on behalf of that Placee); and (v) is
and will remain liable to the Company and each of the Brokers for
the performance of all its obligations as a Placee in the Placing
(whether or not it is acting on behalf of another person);
13. it is acquiring the Placing Shares for its own account or if
it is acquiring the Placing Shares on behalf of another person it
confirms that it exercises sole investment discretion in relation
to such other person's affairs and, in particular, if it is a
pension fund or investment company it is aware of and acknowledges
it is required to comply with all applicable laws and regulations
with respect to its acquisition of Placing Shares;
14. it understands (or if acting on behalf of another person,
such person has confirmed that such person understands) the resale
and transfer restrictions set out in this Appendix;
15. it has not received a prospectus or other offering document
in connection with the Placing and acknowledges that no prospectus
or other offering document: (i) is required under the EU Prospectus
Regulation, the UK Prospectus Regulation or the PRR; or (ii) has
been or will be prepared in connection with the Placing;
16. the Ordinary Shares are admitted to trading on AIM, and that
the Company is therefore required to publish certain information in
accordance with the AIM Rules, which includes a description of the
Asset Purchase Agreement, the Placing and the Open Offer (the "AIM
Information"), and that it is able to obtain or access the AIM
Information without undue difficulty, and is able to obtain access
to such information or comparable information concerning any other
publicly traded company, without undue difficulty;
17. it has made its own assessment of the Company, the Placing
Shares and the terms of the Placing and has relied on its own
investigation of the business, financial or other position of the
Company in accepting a participation in the Placing. It has not
relied on (i) any investigation that the Brokers or any person
acting on either Broker's behalf may have conducted with respect to
the Company, the Placing or the Placing Shares; or (ii) any other
information given or any other representations, statements or
warranties made at any time by any person in connection with the
Admissions, the Company, the Placing, the Placing Shares or
otherwise;
18. none of the Brokers, the Company nor any of their respective
affiliates, agents, consultants, directors, employees, officers or
any person acting on behalf of any of them has provided, nor will
provide, it with any material regarding the Placing Shares or the
Company or any other person in addition to the information in this
Announcement; nor has it requested either of the Brokers, the
Company, any of their respective affiliates, agents, consultants,
employees, directors or officers or any person acting on behalf of
any of them to provide it with any such information;
19. the content of this Announcement has been prepared by and is
exclusively the responsibility of the Company. Neither of the
Brokers nor any persons acting on behalf of either of them are
responsible for or has or shall have any liability for any
information, representation, warranty or statement, written or oral
relating to the Company and either contained in this Announcement
or previously or concurrently published by or on behalf of the
Company. Neither of the Brokers will be liable for any Placee's
decision to participate in the Placing based on any information,
representation, warranty or statement contained in this
Announcement, the AIM Information or otherwise. None of the
Brokers, the Company, nor any of their respective affiliates,
agents, consultants, directors, employees or officers has made any
representation or warranty to the Placee, express or implied, with
respect to the Company, the Placing or the Placing Shares or the
accuracy, completeness or adequacy of the information in this
Announcement or the AIM Information. Nothing in this Appendix shall
exclude any liability of any person for fraudulent
misrepresentation;
20. the only information on which it is entitled to rely and on
which it has relied in committing to subscribe for the Placing
Shares is contained in this Announcement. It has satisfied itself
that such information is still current and is all that it deems
necessary to make an investment decision in respect of the Placing
Shares;
21. it has the funds available to pay for the Placing Shares
which it has agreed to acquire and acknowledges, agrees and
undertakes that it will make payment to the relevant Broker for the
Placing Shares allocated to it in accordance with the terms and
conditions of this Announcement on the due times and dates set out
in this Announcement or the relevant contract note, failing which
the relevant Placing Shares may be placed with others on such terms
as the Brokers may, in their absolute discretion, determine without
liability to the Placee and it will remain liable for any shortfall
below the net proceeds of such sale and the placing proceeds of
such Placing Shares and may be required to bear any stamp duty or
stamp duty reserve tax (together with any interest or penalties due
pursuant to the terms set out or referred to in this Announcement)
which may arise upon the sale of such Placee's Placing Shares on
its behalf;
22. it, or the person specified by it for registration as a
holder of the Placing Shares, will be responsible for any liability
to stamp duty or stamp duty reserve tax payable on the acquisition
of any of the Placing Shares or the agreement to subscribe for the
Placing Shares and shall indemnify the Company and each of the
Brokers in respect of the same on the basis that the Placing Shares
will be allotted to a CREST stock account of either of the Brokers
who will hold them as nominee on behalf of such Placee (or the
person specified by it for registration as holder of the Placing
Shares) until settlement with it in accordance with its standing
settlement instructions;
23. the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of Placing
Shares will not give rise to a stamp duty or stamp duty reserve tax
liability under (or at a rate determined under) any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depository receipts and
clearance services) and that no instrument under which it
subscribes for Placing Shares (whether as principal, agent or
nominee) would be subject to stamp duty or stamp duty reserve tax
at the increased rates referred to in those sections and that it,
or the person specified by it for registration as holder of the
Placing Shares, is not participating in the Placing as nominee or
agent for any person or persons to whom the allocation, allotment,
issue or delivery of Placing Shares would give rise to such a
liability;
24. it has only communicated or caused to be communicated and it
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of the FSMA) relating to Placing Shares in circumstances
in which section 21(1) of the FSMA does not require approval of the
communication by an authorised person and it acknowledges and
agrees that neither of the Brokers have approved this Announcement
in its capacity as an authorised person under section 21 of FSMA
and it may not therefore be subject to the controls which would
apply if it was made or approved as a financial promotion by an
authorised person;
25. it has complied and it will comply with all applicable laws
with respect to anything done by it or on its behalf in relation to
the Placing Shares (including all relevant provisions of the FSMA
and MAR in respect of anything done in, from or otherwise involving
the United Kingdom);
26. none of the Brokers, the Company, any of their respective
affiliates, agents, consultants, directors, employees or officers
or any person acting on behalf of any of them are making any
recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the Placing nor
providing advice in relation to the Placing nor in respect of any
acknowledgements, agreements, indemnities, representations,
undertakings or warranties contained in the Placing Agreement nor
the exercise or performance of each of the Broker's rights and
obligations thereunder, including any rights to waive or vary any
conditions or exercise any termination right. Its participation in
the Placing is on the basis that it is not and will not be a client
of either of the Brokers and the Brokers have no duties or
responsibilities to it for providing the protections afforded to
their clients or customers under the rules of the FCA, and any
payment by it will not be treated as client money governed by the
rules of the FCA;
27. the Brokers and each of their respective affiliates, each
acting as an investor for its or their own account(s), may, in
accordance with applicable legal and regulatory provisions, bid or
subscribe for and/or purchase Placing Shares and, in that capacity,
may retain, purchase, offer to sell or otherwise deal for its or
their own account(s) in the Placing Shares, any other securities of
the Company or other related investments in connection with the
Placing or otherwise. Accordingly, references in this Announcement
to the Placing Shares being offered, subscribed, acquired or
otherwise dealt with should be read as including any offer to, or
subscription, acquisition or dealing by, the Brokers and/or any of
their respective affiliates, acting as an investor for its or their
own account(s). Neither the Brokers nor the Company intends to
disclose the extent of any such investment or transaction otherwise
than in accordance with any legal or regulatory obligation to do
so;
28. it will not make any offer to the public of the Placing
Shares and it has not offered or sold and will not offer or sell
any Placing Shares to persons in the United Kingdom or anywhere in
the EEA prior to the expiry of a period of twelve months from
Second Admission (or First Admission if Second Admission does not
occur), except to persons whose ordinary activities involve them in
acquiring, holding, managing or disposing of investments (as
principal or agent) for the purpose of their business or otherwise
in circumstances which have not resulted and which will not result
in an offer to the public in the United Kingdom for the purposes of
section 85(1) of the FSMA or the PRR or an offer to the public in
any Relevant Member State within the meaning of the EU Prospectus
Regulation;
29. it has complied with its obligations in connection with
money laundering and terrorist financing under the Proceeds of
Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006, the
Anti-Terrorism Crime and Security Act 2001 and the Money
Laundering, Terrorist Financing and Transfer of Funds (Information
on the Payer) Regulations 2017 (together, the "Regulations") and,
if making payment on behalf of a third party, that satisfactory
evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations;
30. it is aware of the obligations regarding insider dealing in
the Criminal Justice Act 1993, market abuse under the MAR and the
Proceeds of Crime Act 2002 and confirms that it has and will
continue to comply with those obligations;
31. it has neither received nor relied on any confidential or
price-sensitive information concerning the Company in accepting
this invitation to participate in the Placing;
32. if it has received any 'inside information' (for the
purposes of the MAR and section 56 of the Criminal Justice Act
1993) in relation to the Company and its securities, it confirms
that it has received such information within the market soundings
regime provided for in article 11 of the MAR and associated
delegated regulations and it has not: (i) dealt (or attempted to
deal) in the securities of the Company or cancelled or amended a
dealing in the securities of the Company; (ii) encouraged,
recommended or induced another person to deal in the securities of
the Company or cancelled or amended a dealing in the securities of
the Company; or (iii) unlawfully disclosed inside information to
any person, prior to the information being made publicly
available;
33. in order to ensure compliance with the Money Laundering
Regulations 2017, the Brokers, each for themselves and as agent on
behalf of the Company or the Company's registrars may, in their
absolute discretion, require verification of its identity. Pending
the provision to the Brokers or the Company's registrars, as
applicable, of evidence of identity, definitive certificates in
respect of the Placing Shares may be retained at the Brokers'
absolute discretion or, where appropriate, delivery of the Placing
Shares to it in uncertificated form may be delayed at the Brokers'
or the Company's registrars', as the case may be, absolute
discretion. If within a reasonable time after a request for
verification of identity, the Brokers, each for themselves and as
agent on behalf of the Company, or the Company's registrars have
not received evidence satisfactory to them, the Brokers and/or the
Company may, at their absolute discretion, terminate their
commitment in respect of the Placing, in which event the monies
payable on acceptance of allotment will, if already paid, be
returned without interest, at the risk of the relevant Placee, to
the account of the drawee's bank from which they were originally
debited;
34. it acknowledges that its commitment to acquire Placing
Shares on the terms set out in this Announcement and in the
contract note will continue notwithstanding any amendment that may
in future be made to the terms and conditions of the Placing and
that Placees will have no right to be consulted or require that
their consent be obtained with respect to the Company's or Brokers'
conduct of the Placing;
35. it has such knowledge and experience in financial, business
and international investment matters as is required to evaluate the
merits and risks of subscribing for the Placing Shares. It further
acknowledges that it is experienced in investing in securities of
this nature and is aware that it may be required to bear, and is
able to bear, the economic risk of, and is able to sustain, a
complete loss in connection with the Placing. It has relied upon
its own examination and due diligence of the Company and its
affiliates taken as a whole, and the terms of the Placing,
including the merits and risks involved;
36. it irrevocably appoints any duly authorised officer of
either of the Brokers as its agent for the purpose of executing and
delivering to the Company and/or its registrars any documents on
its behalf necessary to enable it to be registered as the holder of
any of the Placing Shares for which it agrees to subscribe upon the
terms of this Announcement;
37. the Company, the Brokers and others (including each of their
respective affiliates, agents, directors, officers or employees)
will rely upon the truth and accuracy of the foregoing
representations, warranties, acknowledgements and agreements, which
are given to each Broker on its own behalf and on behalf of the
Company and are irrevocable, and agrees that if any of the
representations and agreements deemed to have been made by it by
its subscription for Placing Shares are no longer accurate, it
shall promptly notify the Company and the Brokers;
38. time is of the essence as regards its obligations under this
Appendix;
39. any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any
address provided by it to the Brokers; and
40. the terms and conditions in this Appendix and all documents
into which this Appendix is incorporated by reference or otherwise
validly forms a part and/or any agreements entered into pursuant to
these terms and conditions and all agreements to acquire Placing
Shares pursuant to the Placing will be governed by and construed in
accordance with English law and it submits to the exclusive
jurisdiction of the English courts in relation to any claim,
dispute or matter arising out of any such contract, except that
enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by the Company or the Brokers in
any jurisdiction in which the relevant Placee is incorporated or in
which any of its securities have a quotation on a recognised stock
exchange.
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify on an after-tax
basis and hold the Company, each Broker and each of their
respective affiliates, agents, consultants, directors, employees
and officers harmless from any and all costs, claims, liabilities
and expenses (including legal fees and expenses) arising out of or
in connection with any breach of any of the acknowledgements,
agreements, representations, undertakings and warranties given by
the Placee (and any person acting on such Placee's behalf) in this
Appendix or incurred by either Broker, the Company or any of their
respective affiliates, agents, consultants, directors, employees or
officers arising from the performance of the Placee's obligations
as set out in this Announcement, and further agrees that the
provisions of this Appendix shall survive completion of the
Placing.
The agreement to allot and issue Placing Shares to Placees (or
the persons for whom Placees are contracting as agent) free of
stamp duty and stamp duty reserve tax in the United Kingdom relates
only to their allotment and issue to Placees, or such persons as
they nominate as their agents, directly by the Company. Such
agreement assumes that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
transfer the Placing Shares into a clearance service. If there are
any such arrangements, or the settlement relates to any other
dealings in the Placing Shares, stamp duty or stamp duty reserve
tax may be payable. In that event, the Placee agrees that it shall
be responsible for such stamp duty or stamp duty reserve tax and
neither the Company nor the Brokers shall be responsible for such
stamp duty or stamp duty reserve tax. If this is the case, each
Placee should seek its own advice and should notify the Brokers
accordingly. In addition, Placees should note that they will be
liable for any capital duty or gains, stamp duty and all other
stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties
relating thereto) payable whether within or outside the United
Kingdom by them or any other person on the acquisition by them of
any Placing Shares or the agreement by them to acquire any Placing
Shares and each Placee, or the Placee's nominee, in respect of whom
(or in respect of the person for whom it is participating in the
Placing as an agent or nominee) the allocation, allotment, issue or
delivery of Placing Shares has given rise to such stamp,
registration, documentary, transfer or similar taxes or duties
undertakes to pay such taxes and duties, including any interest and
penalties (if applicable), forthwith and to indemnify on an
after-tax basis and to hold harmless the Company and the Brokers in
the event that either the Company and/or the Brokers have incurred
any such liability to such taxes or duties.
The acknowledgements, representations, undertakings and
warranties contained in this Appendix are given to each Broker for
itself and as agent on behalf of the Company and are irrevocable
and will survive completion of the Placing.
Each Placee and any person acting on behalf of the Placee
acknowledges that the Brokers do not owe any fiduciary or other
duties to any Placee in respect of any acknowledgements,
agreements, indemnities, representations, undertakings or
warranties in the Placing Agreement.
When a Placee or any person acting on behalf of the Placee is
dealing with a Broker, any money held in an account with the
relevant Broker on behalf of the Placee and/or any person acting on
behalf of the Placee will not be treated as client money within the
meaning of the relevant rules and regulations of the FCA made under
FSMA. Each Placee acknowledges that the money will not be subject
to the protections conferred by the client money rules.
References to time in this Announcement are to London time,
unless otherwise stated. All times and dates in this Announcement
may be subject to amendment.
No statement in this Announcement is intended to be a profit
forecast, and no statement in this Announcement should be
interpreted to mean that earnings per share of the Company for the
current or future financial years would necessarily match or exceed
the historical published earnings per share of the Company.
The price of Placing Shares and any income expected from them
may go down as well as up and investors may not get back the full
amount invested upon disposal of the Placing Shares. Past
performance is no guide to future performance, and persons needing
advice should consult an independent financial adviser.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any market or other stock exchange other
than AIM.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
APPIX III - DEFINITIONS
The following definitions apply throughout this Announcement
unless the context otherwise requires:
"GBP", "GBP", "pounds", "pound sterling" or "sterling", "p",
"penny" or "pence" are to the lawful currency of the UK;
"Admission" the admission of the Placing Shares to trading on
AIM becoming effective in accordance with Rule 6 of the AIM Rules
(and references to 'Admission becoming effective' and similar
expressions shall be construed accordingly);
"AIM" means the market of that name operated by the London Stock
Exchange;
"AIM Information" has the meaning set out in warranty 16 of the
Appendix;
"Announcement" means this announcement including, but not
limited to, the Appendix and the information contained therein;
"Appendix" means the appendix to this Announcement;
"Application Form" means the application form, in agreed form,
relating to the Open Offer for use, where relevant, by Qualifying
Shareholders;
"Asset Purchase Agreement" means conditional agreement entered
into between the Company, the Vendors and Guarantor (as defined
therein) on or about the date of the Placing Agreement;
"Berenberg" means Joh. Berenberg, Gossler & Co. KG, London
Branch (a German form of limited partnership), established under
the laws of the Federal Republic of Germany registered with the
Commercial Register at the Local Court of the City of Hamburg under
registration number HRA 42659 with its registered office at Neuer
Jungfernstieg 20, 20354 Hamburg, Germany acting through its London
Branch at 60 Threadneedle Street, London, England, EC2R 8HP;
"Bookbuild" means the book building process to be undertaken by
Cenkos and Berenberg to determine demand for participation in the
Placing;
"Brokers" means Cenkos and Berenberg;
"Cenkos" means Cenkos Securities PLC, a company incorporated in
England and Wales with registered number 5210733 whose registered
office is at 6.7.8 Tokenhouse Yard, London EC2R 7AS;
"Circular" means the circular to be published by the Company in
relation to the Placing, the Subscription and Open Offer and a
notice convening the General Meeting;
"Company" means XLMEDIA PLC, registered in Jersey under number
FC037471 whose registered office is at 12 Castle, St Helier, Jersey
JE2 3RT;
"Dealing Day" means a day on which dealings in domestic
securities may take place on, and with the authority of, the London
Stock Exchange;
"EEA" means the European Economic Area;
"EU Prospectus Regulation" means the Regulation (EU) 2017/1129
of the European Parliament and of the Council of 14 June 2017 on
the prospectus to be published when securities are offered to the
public or admitted to trading on a regulated market as may be
amended from time to time;
"EU Qualified Investor" has the meaning given to it within the
capitalised text at the beginning of the Appendix (and accordingly
"EU Qualified Investors" means more than one EU Qualified
Investor);
"FCA" means the UK Financial Conduct Authority;
"First Admission" admission of the First Placing Shares to
trading on AIM becoming effective in accordance with the AIM Rules
which is expected to occur at 8.00 a.m. on 22 March 2021
"First Placing" the placing by Cenkos and Berenberg on behalf of
the Company of the First Placing Shares at the Issue Price pursuant
to the terms of the Placing Agreement
"First Placing Shares" the 18,236,585 new Ordinary Shares to be
issued to placees by the Company at the Issue Price at First
Admission
"First Subscription" means the conditional subscription for the
First Subscription Shares pursuant to the Subscription Letters
"First Subscription Shares" the 476,281 new Ordinary Shares to
be issued by the Company to subscribers at the Issue Price at First
Admission
"FSMA" means the Financial Services and Markets Act 2000 (as may
be amended from time to time);
"General Meeting" means the extraordinary general meeting of the
Company's shareholders convened for 11.00 a.m. on 6 April 2021,
notice of which will be set out at the end of the Circular;
"Issue Price" means the price payable per Placing Share;
"LIBOR" means the London Interbank Offered Rate;
"London Stock Exchange" means London Stock Exchange plc;
"MAR" means Regulation (EU) No. 596/2014 of the European
Parliament and of the Council of 16 April 2014 on market abuse as
it forms part of domestic law by virtue of the European Union
(Withdrawal) Act 2018;
"Open Offer" means the proposed conditional invitation made by
the Company to Qualifying Shareholders to subscribe for the Open
Offer Shares at the Issue Price, on the terms and subject to the
conditions to be set out in the Circular and, where relevant, in
the Application Form;
"Open Offer Shares" means the new Ordinary Shares being made
available to Qualifying Shareholders pursuant to the Open
Offer;
"Ordinary Shares" means the ordinary shares of $0.000001 each in
the capital of the Company;
"Placee" means a person who is invited to and chooses to
participate in the Placing by making or accepting an offer to
acquire Placing Shares;
"Placing" means the placing of the First Placing Shares and
Second Placing Shares at the Issue Price by the Brokers pursuant to
the terms of the Placing Agreement;
"Placing Agreement" means the agreement dated 18 March 2021 and
entered into between Cenkos, Berenberg and the Company;
"Placing Shares" means the number of new Ordinary Shares that
the Company will allot pursuant to the Placing, as shall be
determined by the Company in consultation with the Brokers;
"PRR" means the Prospectus Regulation Rules made by the FCA
under section 73A of the FSMA;
"QIB" means a qualified institutional buyer as the term is
defined in rule 144A under the US Securities Act (and accordingly
"QIBs" means more than one QIB);
"Qualifying Shareholders" as defined in the Circular;
"Regulation D" means Regulation D promulgated under the US
Securities Act;
"Regulation S" means Regulation S promulgated under the US
Securities Act;
"Regulatory Information Service" shall have the same meaning as
in the AIM Rules;
"Relevant Member State" means a member state of the EEA which
has implemented the EU Prospectus Regulation;
"Relevant Person" has the meaning given to it within the
capitalised text at the beginning of the Appendix (and accordingly
"Relevant Persons" means more than one Relevant Person);
"Resolutions" the resolutions numbered 1 and 2 to be proposed at
the General Meeting and which are necessary to allow the Second
Placing, Second Subscription and Open Offer to proceed;
"Second Admission" admission of the Second Placing Shares, the
Second Subscription Shares and the Open Offer Shares to trading on
AIM becoming effective in accordance with the AIM Rules which is
expected to occur at 8.00 a.m. on 7 April 2021
"Second Placing" the placing by Cenkos and Berenberg on behalf
of the Company of the Second Placing Shares at the Issue Price
pursuant to the terms of the Placing Agreement
"Second Placing Shares" the minimum 30,490,813 new Ordinary
Shares to be issued to placees by the Company at the Issue Price at
Second Admission
"Second Subscription" means the conditional subscription for the
Second Subscription Shares pursuant to the Subscription Letters
"Second Subscription Shares" the 796,321 new Ordinary Shares to
be issued by the Company to subscribers at the Issue Price at
Second Admission
"Subscription" means the conditional subscription for up to
1,272,602 new Ordinary Shares pursuant to the Subscription
Letters;
"Subscription Letters" the subscription letters dated on or
around the date of the Placing Agreement in the approved terms
between the Company and the subscribers in respect of the
Subscription;
"UK" or "United Kingdom" means the United Kingdom of Great
Britain and Northern Ireland;
"UK Prospectus Regulation" means the UK version of the EU
Prospectus Regulation which is part of UK law by virtue of the
European Union (Withdrawal) Act 2018;
"UK Qualified Investor" has the meaning given to it within the
capitalised text at the beginning of the Appendix (and accordingly
"UK Qualified Investors" means more than one UK Qualified
Investor);
"United States" or "US" means the United States of America, its
territories and possessions, any state of the United States, and
the District of Columbia;
"US Person" has the meaning given in Regulation S;
"US Securities Act" means the United States Securities Act of
1933, as may be amended from time to time; and
"Vendors" means (1) Lucky Panda Marketing Inc. and (2) Nelson
Media S.A.
APPIX IV - EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2021
Record Date for entitlements under 6.00 p.m. on 16 March
the Open Offer
Announcement of the Acquisition and 7.00 a.m. on 18 March
Fundraising
Existing Shares marked "ex" by the 8.00 a.m. on 18 March
London Stock Exchange
Announcement of the results of the 18 March
Placing
Publication and dispatch of the Circular 19 March
and, to Qualifying Non-CREST Shareholders,
the Application Form
Open Offer Entitlements and Excess As soon as practical after
Open Offer Entitlements credited 8.00 a.m. 19 March
to CREST stock accounts of Qualifying
CREST Shareholders
First Admission and commencement 8.00 a.m. on 22 March
of dealings of the First Placing
Shares and First Subscription Shares
Latest recommended time and date 4.30 p.m. on 26 March
for requesting withdrawal of Open
Offer Entitlements and Excess CREST
Open Offer Entitlements from CREST
Latest time and date for depositing 3.00 p.m. on 29 March
Open Offer Entitlements and Excess
CREST Open Offer Entitlements in
CREST
Latest time and date for splitting 3.00 p.m. on 30 March
of Application Forms under the Open
Offer
Latest time for receipt of CREST 11.00 a.m. on 1 April
proxy instructions and CREST voting
instructions
Latest time and date for receipt 11.00 a.m. on 1 April
of Application Forms and payment
in full under the Open Offer and
settlement of relevant CREST instructions
(as appropriate)
General Meeting 11.00 a.m. on 6 April
Announcement of the results of the 6 April
General Meeting and the Open Offer
Second Admission and commencement 8.00 a.m. on 7 April
of dealings of the Second Placing
Shares, Second Subscription Shares
and Open Offer Shares
Second Placing Shares, Second Subscription 7 April
Shares and Open Offer Shares credited
to CREST stock accounts
Expected date for despatch of the Within 5 days from Second
definitive share certificates for Admission
the Placing Shares, Subscription
Shares and Open Offer Shares
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END
IOELDLLFFXLXBBL
(END) Dow Jones Newswires
March 18, 2021 03:00 ET (07:00 GMT)
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