Golden Rock Global PLC Proposed Transaction and Suspension of Listing (6252J)
August 17 2023 - 2:40AM
UK Regulatory
TIDMGCG
RNS Number : 6252J
Golden Rock Global PLC
17 August 2023
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (596/2014/EU) AS THE
SAME HAS BEEN RETAINED IN UK LAW AS AMENDED BY THE MARKET ABUSE
(AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310) ("UK 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.
17 August 2023
Golden Rock Global plc
(the "Company" or "GCG")
Proposed Transaction and Suspension of Listing
GCG, the acquisition vehicle which is seeking opportunities in
the 'FinTech' sector, is pleased to announce that it has signed
heads of terms ("Heads of Terms") with the shareholders of 2Mee
Limited (" 2Mee ") which set out the key terms for the proposed
acquisition of the entire issued share capital of 2Mee (the "
Acquisition "). Although the consideration payable by the Company
to the shareholders of 2Mee has not yet been determined and is
subject to legal and financial due diligence, it is anticipated
that it will be in the region of GBP6 to GBP8 million and will be
satisfied entirely by the issue of new GCG shares. The parties have
agreed that GCG will be valued at the higher of (i) GBP1,000,000;
and (ii) 15% of the market capitalization of the enlarged entity
upon completion of the RTO (as defined below). The Company also
announces that it intends to carry out a contemporaneous
fundraising to raise further working capital for the enlarged
group.
2mee has patented and developed a next-generation omnichannel
communication platform that delivers influencers as on-screen web
and app messages to amplify, personalise and humanise engagement
across the entire 360-degree customer journey. 2mee believes that
technology should empower human experiences to deliver
unparalleled, authentic connectivity between brands and their
audiences thereby impacting consumer behaviour at the point of
decision. 2mee provides these services to its customers through
itsHoloAd(R) and HoloMessage(R) product lines.
Should the Acquisition complete, it would constitute a Reverse
Take Over (" RTO ") under the Listing Rules and accordingly, the
Company would apply for the re-admission of its shares to the
Official List and the Main Market of the London Stock Exchange.
Therefore, at the request of the Company, the FCA has suspended
the Company's listing on the standard segment of the Official List
and trading on the Main Market of the London Stock Exchange has
also been suspended as of 7.30am today, pending the publication of
a prospectus providing further detail on 2Mee and the Company as
enlarged by the Acquisition, or an announcement that the
Acquisition or RTO is not proceeding. Should the RTO not proceed,
then the Company would need to apply for the suspension to be
lifted and for trading to be restored.
There can be no certainty that the Acquisition will take place
and it remains subject to, amongst other things, formal terms being
agreed and the completion of legal and financial due diligence.
A further announcement will be made in due course.
-Ends-
Further information:
Golden Rock Global plc
Ross Andrews (ross.andrews@rmaconsultancy.co.uk)
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END
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August 17, 2023 02:39 ET (06:39 GMT)
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