TIDMAAA
RNS Number : 6349F
All Active Asset Capital Limited
19 July 2021
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATIONS (EU) NO. 596/2014 AS
RETAINED IN UK LAW ('MAR'). UPON THE PUBLICATION OF THIS
ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN
THE PUBLIC DOMAIN.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION. THIS IS AN ANNOUNCEMENT FALLING
UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE
'CODE') AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION
TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO
CERTAINTY THAT ANY FIRM OFFER WILL BE MADE EVEN IF THE
PRECONDITIONS REFERRED TO BELOW ARE SATISFIED OR WAIVED.
19 July 2021
All Active Asset Capital Limited
Statement regarding the possible acquisition of Audioboom Group
plc
The Board of All Active Asset Capital Limited ('AAA') announces
that it is in constructive discussions with the Board of Audioboom
Group plc ('Audioboom') about a possible offer for Audioboom. AAA
has obtained irrevocable undertakings to accept such an offer on
the terms set out below from beneficial owners of 4,147,602 shares
in Audioboom ('Audioboom Shares'), representing 26.4% of the issued
share capital of Audioboom.
Allenby Capital Limited ('Allenby') were nominated adviser to
both AAA and Audioboom and informed AAA yesterday that, due to the
conflict of interest, it has resigned as Nominated Adviser and
Broker to AAA. A separate announcement is being made to that effect
as required by the AIM Rules.
Offer terms
Any offer, were it to be made, would consist of 12.5 new AAA
shares and 200p in cash per Audioboom Share (the 'Offer').
As an illustration only, based on the price of 80p per AAA Share
at which the recent AAA Placing was announced, the proposed terms
would value each Audioboom Share at GBP12.00, being a premium of
35.6% over the closing mid market price of 885p at close of
business on 16 July 2021, being the latest practicable date prior
to this announcement.
1. Background
AAA announced a number of transformational conditional proposals
on 2 July 2021 which, if completed, the Directors believe will
start a process that could turn AAA into a global technology
investment company. The conditional proposals include placings of
new AAA Shares to raise GBP150 million at 80p per share and the
cancellation of the admission of AAA's shares from trading on AIM.
The Directors are considering re-listing AAA on an alternative
international exchange that would be more suited to AAA's portfolio
of exciting, high growth technology investments.
A copy of the circular to AAA shareholders setting out further
information on the Placing, the Acquisition and the Delisting can
be downloaded from
https://aaacap.com/wp-content/uploads/Circular-EGM-delisting-AAA.pdf
The Directors believe the combination of AAA and Audioboom would
create a compelling portfolio of innovative, high growth technology
investments that could create significant new accretive value for
the shareholders of both companies in the future.
2. Structure
The Offer may be implemented either by means of a scheme of
arrangement under Article 125 of the Companies (Jersey) Law 1991
(as amended) or by way of a contractual offer to acquire Audioboom
shares.
3. Offer Precondition
The Offer is subject to a number of pre-conditions, such as the
recommendation of the Audioboom board, which may be waived by AAA.
The only pre-condition which is not waivable is the completion of
the following proposals announced by AAA on 2 July 2021:
-- the completion of a firm placing raising GBP15m of cash at 80p per share ('Placing');
-- the acquisition of at least 75% of the entire issued share
capital of Belgian artificial intelligence company, Sentiance N.V.
('Acquisition'); and
-- the cancellation of the admission of AAA's shares from trading on AIM ('Delisting').
The Acquisition and Placing are conditional on the Delisting,
which is anticipated to occur on 30 July 2021, assuming shareholder
approval of the Acquisition and Delisting at a General Meeting of
AAA to be held at 10.00 a.m. today, 19 July 2021.
There can be no certainty that any firm offer will be made even
if the preconditions are satisfied or waived.
4. Irrevocable undertakings
The following shareholders in Audioboom have irrevocably
undertaken to vote in favour of a Scheme or accept any firm offer,
on the terms of the Offer:
-- Candy Ventures SARL, which has undertaken in respect of all
of the 2,197,602 Audioboom Shares it owns, representing
approximately 14.0% of the issued share capital of Audioboom;
and
-- AAQUA B.V. which has undertaken in respect of all of the
1,950,000 Audioboom Shares it owns, representing approximately
12.4% of the issued share capital of Audioboom.
The irrevocable undertakings will cease to be binding only
if:
-- a bona fide offer of more than GBP25 per share is announced
for all the issued share capital of Audioboom (which in the case of
an offer that includes non-cash consideration is in the reasonable
opinion of Audioboom's Rule 3 adviser an offer of more than GBP25
per share);
-- AAA takes any corporate action or is subject to any external
event which, in the reasonable opinion of Egremont Capital Limited,
has a material and adverse effect on AAA or its ability to complete
the acquisition of the Audioboom Shares;
-- AAA does not announce a firm intention to make an offer for
Audioboom in accordance with Rule 2.7 of the Code by 4.30 pm on 30
September 2021;
-- the firm offer, if made, is withdrawn or lapses; or
-- an offer document or scheme circular (as applicable) is not
despatched to Audioboom shareholders within 28 days after the issue
of the announcement of a firm intention to make an offer or such
later date as may be agreed between the boards of AAA and Audioboom
(with the consent of the Panel).
If a firm offer is announced, copies of the irrevocable
undertakings will be published on AAA's website as required
pursuant to Rule 26.2 (a) of the Code.
5. Timing following this announcement
In accordance with Rule 2.6(a) of the Code, AAA must, by not
later than 5.00 p.m. on 16 August 2021, either announce a firm
intention to make an offer for Audioboom in accordance with Rule
2.7 of the Code or announce that it does not intend to make an
offer, in which case the announcement will be treated as a
statement to which Rule 2.8 of the Code applies. This deadline will
be extended only with the consent of the Panel on Takeovers and
Mergers ('Takeover Panel') in accordance with Rule 2.6(c) of the
Code.
6. Reservations
Pursuant to Rule 2.5 of the Code, AAA reserves the right to vary
the form and / or mix of the offer consideration set out in this
announcement. AAA also reserves the right to make an offer on less
favourable terms than those set out in this announcement:
a) with the recommendation or consent of the Audioboom Board;
b) if Audioboom announces, declares or pays any dividend or any
other distribution or return of value to shareholders after the
date of this announcement, in which case AAA reserves the right to
make an equivalent reduction to its Offer;
c) following the announcement by Audioboom of a whitewash
transaction pursuant to the Code; or
d) if a third party announces a firm intention to make an offer
for Audioboom on less favourable terms.
7. Disclosure of shareholdings and dealings
The attention of shareholders is drawn to the disclosure
requirements of Rule 8 of the Code, which are summarised below.
8. Rule 2.9 of the Code
In accordance with Rule 2.9 of the Code, AAA confirms that, as
at the date of the announcement, it has in issue 1,029,398,988
ordinary shares of no par value. The International Securities
Identification Number of the ordinary shares is VGG017801082.
A further announcement will be made as and when appropriate.
For further information, please contact:
All Active Asset Capital Limited
James Normand, Non-Executive Chairman
Rodger Sargent, Executive Director
T: via Buchanan
www.aaacap.com
Egremont Capital Limited, financial adviser to AAA
David Floyd
Jonathan Hall
Tel: +44 (0) 203 697 9496
Buchanan (Financial PR)
Richard Oldworth / Chris Lane / Toto Berger
T: +44 (0) 207 466 5000
E: AAAC@buchanan.uk.com
Notes for Editors
AAA has recently announced that it: has raised GBP15m cash from
a firm placing of new AAA Shares at 80p per share; has entered into
conditional placing commitments to raise a further GBP135m cash at
80p per share; and is conditionally acquiring at least 75% of
Sentiance N.V.. A significant proportion of the cash raised is to
be used to exercise options to subscribe for EUR119m new shares in
AAQUA, under an existing option agreement.
Sentiance N.V. is a Belgian intelligence-driven data science and
behaviour change company. Sentiance's technology is designed to
turn motion data into contextual insights and uses behavioural
change techniques to personalise engagement for safer and
sustainable mobility and wellbeing experiences.
AAQUA is a global services platform designed around 'Passion
Communities' where members and famous entities ('Icons') curate
original content, combined with member inspired online-to-offline
initiatives. AAQUA will offer levels of control and ownership which
aim to bring member fans, Icons and brands onto the same peer
level.
Audioboom, which is quoted on AIM (L:BOOM) is a global
podcasting company whose content is downloaded more than 90 million
times each month by 25 million unique listeners around the world.
Audioboom is ranked as the fourth largest podcast publisher in the
US by Triton Digital.
Audioboom operates internationally, with operations and global
partnerships across North America, Europe, Asia and Australia. The
platform allows content to be distributed via Apple Podcasts,
Spotify, Pandora, Amazon Music, Deezer, Google Podcasts,
iHeartRadio, RadioPublic, Saavn, Stitcher, Facebook and Twitter as
well as a partner's own websites and mobile apps.
Additional information
Egremont Capital Limited, which is an appointed representative
of EGR Wealth Limited which is authorised and regulated by the
Financial Conduct Authority in the United Kingdom, is acting
exclusively for AAA and no one else in connection with the Possible
Offer and will not be responsible to any person other than AAA for
providing the protections afforded to clients of Egremont or for
providing advice in relation to the Possible Offer or any matter
referred to herein.
This announcement contains information which comprises inside
information for the purposes of Article 7 of the Regulation (EU) No
596/2014 on market abuse which was incorporated into UK law by the
European Withdrawal Act. Following publication of this
announcement, this information is considered to be in the public
domain.
This announcement is for information purposes only and is not an
invitation, inducement or the solicitation of an offer to purchase,
or otherwise acquire, subscribe for or sell or otherwise dispose of
or exercise rights in respect of any securities. Any offer will be
made solely through the offer document and any accompanying
forms.
Publication on website
A copy of this announcement will be made available (subject to
certain restrictions relating to persons resident in restricted
jurisdictions) at https://aaacap.com/regulatory-announcements/ no
later than 12.00 noon (London time) on the business day following
the release of this announcement in accordance with Rule 26.1 of
the Code. The content of the website referred to in this
announcement is not incorporated into and does not form part of
this announcement.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 pm (London time) on the business
day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.2
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
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