AFRN Aferian Plc

TIDMAFRN

RNS Number : 0259H

Aferian PLC

25 July 2023

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, NEW ZEALAND OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE UK VERSION OF REGULATION 2014/596/EU.

25 July 2023

Aferian plc

("Aferian", the "Company, the "Group")

Results of Placing & PDMR Dealings

Aferian plc (LSE AIM: AFRN), the B2B video streaming solutions company, is pleased to announce the successful completion of the Placing announced yesterday.

A total of 26,000,000 Placing Shares have been placed by Investec Bank plc ("Investec"), the sole bookrunner, at the Placing Price, raising gross proceeds of approximately US$4.0 million. The Placing Price of 12 pence per share represents a premium of approximately 20.0 per cent. to the closing middle market share price of 10 pence per share on 24 July 2023.

In conjunction with the Placing, certain Directors and a member of the senior management team have agreed to subscribe for an aggregate of 2,020,833 Placing Shares at the Placing Price.

Application has been made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. It is expected that Admission will take place at 8.00 a.m. on 26 July 2023 (or such date as may be agreed between the Company and Investec). The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing issued Ordinary Shares.

The Placing is conditional upon, amongst other things, Admission becoming effective and the Placing Agreement not being terminated in accordance with its terms.

Total voting rights

Following Admission, the Company will have 112,694,609 Ordinary Shares in issue. There are 1,482,502 Ordinary Shares held in treasury. Therefore, the Company hereby confirms that the total number of voting rights in the Company will, following Admission, be 111,212,107. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

Capitalised terms used in this announcement have the meanings given to them in the Placing Announcement released earlier today, unless the context provides otherwise.

Related Party Transactions

Kestrel Investment Partners ("Kestrel") currently holds 22,776,736 Ordinary Shares, representing approximately 26.7 per cent. of the Company's Existing Ordinary Share capital and is therefore a substantial shareholder (holding in excess of 10 per cent. of the Company's issued share capital) and as such is a related party for the purposes of the AIM Rules for Companies. Kestrel has subscribed for approximately GBP0.7m in the Placing by subscribing for 5,850,000 new Ordinary Shares, which will comprise a related party transaction for the purposes of Rule 13 of the AIM Rules for Companies.

Premier Miton Investors currently holds 14,421,812 Ordinary Shares, representing approximately 16.9 per cent. of the Company's Existing Ordinary Share capital and is therefore a substantial shareholder (holding in excess of 10 per cent. of the Company's issued share capital) and as such is a related party for the purposes of the AIM Rules for Companies. Premier Miton Investors has subscribed for approximately GBP0.5m in the Placing by subscribing for 4,400,397 new Ordinary Shares, which will comprise a related party transaction for the purpose of Rule 13 of the AIM Rules for Companies.

The independent Directors (being Steve Oetegenn and Bruce Powell), having consulted with Investec in its capacity as nominated adviser to the Company for the purposes of the AIM Rules considers that the participation by Kestrel Investment Partners and Premier Miton Investors in the Placing is fair and reasonable insofar as Shareholders are concerned.

Enquiries:

 
Aferian plc                                                          +44 (0)1954 234100 
Mark Wells, Chairman 
 Donald McGarva, Chief Executive Officer 
 Mark Carlisle, Chief Financial Officer 
 
Investec Bank plc (NOMAD and Sole Broker)                            +44 (0)20 7597 5970 
David Anderson / Patrick Robb / Nick Prowting / Cameron MacRitchie 
 
FTI Consulting (Financial communications)                            +44 (0)20 3727 1000 
Emma Hall / Tom Blundell / Aisha Hamilton / Matt Dixon 
 

Director/PDMR Shareholding

The Notification of Dealing Forms set out below are provided in accordance with the requirements of the UK Market Abuse Regulation.

Notification of Dealing Forms:

 
 1 .   Details of the person discharging managerial responsibilities / person closely associated 
 a )   Name                                                     1. Mark Wells 
                                                                 2. Donald McGarva 
                                                                 3. Mark Carlisle 
                                                                 4. Hans Disch 
      -------------------------------------------------------  ------------------------------------------------------- 
 2 .   Reason for the Notification 
      ---------------------------------------------------------------------------------------------------------------- 
 a)    Position/status                                          1. Non-Executive Chairman 
                                                                 2. Chief Executive Officer 
                                                                 3. Chief Financial Officer & Chief Operations Officer 
                                                                 4. Co-Founder at 24i 
      -------------------------------------------------------  ------------------------------------------------------- 
 b)    Initial notification / Amendment                         Initial notification 
      -------------------------------------------------------  ------------------------------------------------------- 
 3.    Details of the issuer, emission allowance market participant, auction platform, auctioneer 
        or auction monitor 
      ---------------------------------------------------------------------------------------------------------------- 
 a)    Name                                                     Aferian plc 
      -------------------------------------------------------  ------------------------------------------------------- 
 b)    LEI                                                      21380068JIMBNNZJL315 
      -------------------------------------------------------  ------------------------------------------------------- 
 4.    Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) 
        each type of transaction; (iii) each date; and (iv) each place where transactions have been 
        conducted 
      ---------------------------------------------------------------------------------------------------------------- 
 a)    Description of the financial instrument, type of         Ordinary shares of 1p each 
       instrument 
      -------------------------------------------------------  ------------------------------------------------------- 
 b)    Identification code                                      GB00B013SN63 
      -------------------------------------------------------  ------------------------------------------------------- 
 c)    Nature of the transaction                                Purchase of Ordinary Shares 
      -------------------------------------------------------  ------------------------------------------------------- 
 d)    Price(s) and volume(s)                                    Price(s)       Volume(s) 
                                                                       1. 12p    1. 208,333 
                                                                        2. 12p    2. 208,333 
                                                                        3. 12p    3. 145,833 
                                                                        4. 12p    4. 1,458,334 
                                                                                -------------- 
      -------------------------------------------------------  ------------------------------------------------------- 
 e)    Aggregated information                                        N/A 
         *    Price 
 
 
         *    Aggregated volume 
      -------------------------------------------------------  ------------------------------------------------------- 
 f)    Date of the transaction                                  24 July 2023 
      -------------------------------------------------------  ------------------------------------------------------- 
 g)    Place of the transaction                                 London Stock Exchange, AIM Market (XLON) 
      -------------------------------------------------------  ------------------------------------------------------- 
 

IMPORTANT NOTICES

THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, NEW ZEALAND, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL (" RESTRICTED JURISDICTIONS ").

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 PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE "PROSPECTUS REGULATION"); (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF THE PROSPECTUS REGULATION AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "EUWA") WHO ALSO (A) FALL WITHIN ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE "ORDER") OR (B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; AND (3) ANY OTHER PERSON TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED; AND, IN EACH CASE, WHO HAVE BEEN INVITED TO PARTICIPATE IN THE PLACING BY INVESTEC (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 OR ANY PART OF IT DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR A SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE FOR ANY SECURITIES IN ANY RESTRICTED JURISDICTION AND, IN PARTICULAR IS NOT TO BE FORWARDED, DISTRIBUTED, MAILED OR OTHERWISE TRANSMITTED IN OR INTO A RESTRICTED JURISDICTION OR TO ANY NATIONAL RESIDENT OR CITIZEN OF A RESTRICTED JURISDICTION OR TO ANY CORPORATION, PARTNERSHIP OR OTHER ENTITY CREATED OR ORGANISED UNDER THE LAWS THEREOF, OR TO ANY PERSONS IN ANY OTHER COUNTRY OUTSIDE THE UK, WHERE SUCH DISTRIBUTION, FORWARDING OR TRANSMISSION MAY LEAD TO A BREACH OF ANY LEGAL OR REGULATORY REQUIREMENT.

THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. ACCORDINGLY, THE PLACING SHARES MAY NOT BE OFFERED OR SOLD DIRECTLY OR INDIRECTLY IN, INTO OR WITHIN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THERE WILL BE NO PUBLIC OFFERING OF THE PLACING SHARES IN THE UNITED STATES. THE PLACING SHARES ARE BEING OFFERED AND SOLD OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.

The distribution of this Announcement and/or issue or sale of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, Investec or any of their respective affiliates, agents, directors, officers or employees 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. Persons into whose possession this Announcement comes are required by the Company and Investec to inform themselves about and to observe any such restrictions.

All offers of the Placing Shares in the United Kingdom or the EEA will be made pursuant to an exemption under the Prospectus Regulation (including, with regards to the United Kingdom, as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018) from the requirement to produce a prospectus. In the United Kingdom, this Announcement is being directed solely at persons in circumstances in which section 21(1) of the Financial Services and Markets Act 2000 (as amended) does not require the approval of the relevant communication by an authorised person.

Persons (including, without limitation, nominees and trustees) who have contractual or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any such action.

This Announcement may contain and the Company may make verbal statements containing "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company, including amongst other things, United Kingdom domestic and global economic business conditions, market-related risks such as fluctuations in interest rates and exchange rates, the policies and actions of governmental and regulatory authorities, the effect of competition, inflation, deflation, the timing effect and other uncertainties of future acquisitions or combinations within relevant industries, the effect of tax and other legislation and other regulations in the jurisdictions in which the Company and its affiliates operate, the effect of volatility in the equity, capital and credit markets on the Company's profitability and ability to access capital and credit, a decline in the Company's credit ratings; the effect of operational risks; and the loss of key personnel. As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. Except as required by applicable law or regulation, the Company expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

Investec Bank plc is authorised by the Prudential Regulation Authority (the " PRA ") and regulated in the United Kingdom by the PRA and the Financial Conduct Authority (the " FCA "). Investec Europe Limited (trading as Investec Europe), acting as agent on behalf of Investec Bank plc in certain jurisdictions in the EEA (" Investec Europe " and Investec Bank plc together, " Investec ") is regulated in Ireland by the Central Bank of Ireland. Investec is acting exclusively for the Company and no one else in connection with the Bookbuild and the Placing, and will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Bookbuild or the Placing or any other matters referred to in this Announcement.

The Announcement has been issued by and is 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 Investec or by any of its affiliates or agents as to or in relation to, the accuracy or completeness of any information provided in this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

Any indication in this Announcement of the price at which Ordinary Shares have been bought or sold in the past cannot be relied upon as a guide to future performance. No statement in this Announcement is intended to be a profit forecast or estimate, and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

This Announcement does not constitute a recommendation concerning any investor's investment decision with respect to the Placing. The price of shares and the income from them (if any) may go down as well as up and investors may not get back the full amount invested on disposal of the Placing Shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser. The contents of this Announcement are not to be construed as legal, business, financial or tax advice.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than AIM, a market operated by the London Stock Exchange.

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.

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July 25, 2023 02:00 ET (06:00 GMT)