TIDMVCBC
RNS Number : 4122B
Vertu Capital Limited
30 September 2022
NOT FOR RELEASE, DISTRIBUTION, PUBLICATION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED
STATES, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH
AFRICA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION.
This announcement is an advertisement and not a prospectus. This
announcement is not and does not constitute or form part of, and
should not be construed as, an offer of securities for subscription
or sale in any jurisdiction nor a solicitation of any offer to buy
or subscribe for, any securities 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 commitment
whatsoever. This announcement does not constitute a recommendation
regarding any securities. Prospective investors should not
subscribe for or purchase any securities referred to in this
announcement except in compliance with applicable securities laws
and regulation and on the basis of the information in the final
prospectus ("Prospectus") to be published by the Company, and any
supplement thereto, in connection with any a proposed placing and
subscription of the Company's new ordinary shares, the proposed
acquisitions to be made by the Company and the associated admission
of the Company's issued and to be issued ordinary share capital to
the standard segment of the Official List and to trading on the
London Stock Exchange PLC's Main Market for listed securities of
London Stock Exchange plc.
30 September 2022
Vertu Capital Limited
("Vertu" or the "Company")
Publication of Prospectus and Notice of General Meeting
Vertu Capital Limited ("Vertu" or the "Company"), announces the
publication of its Prospectus in relation to the re-admission of
its ordinary shares (the "Ordinary Shares") to the Official List
(by way of Standard Listing under Chapter 14 of the Listing Rules)
and to trading on the London Stock Exchange's Main Market for
listed securities of the London Stock Exchange ("Admission").
It is expected that Admission will become effective and that
dealings will commence at 8.00 a.m. on 28 October 2022. The Company
has filed an application to change its name to Vox Valor Capital
Limited. This will be announced to the market once the change of
name has taken effect.
The Prospectus, which has been approved by the FCA, will be
available on the Company's website:
https://www.vertucapital.co.uk/page/investor-relations/ and at the
National Storage Mechanism
https://data.fca.org.uk/#/nsm/nationalstoragemechanism and from
Admission it will also be available at www. voxvalor.com/investors
:
Notice of GM
Vertu announces that a General Meeting will be held at the
offices of Hill Dickinson LLP, The Broadgate Tower, 20 Primrose
Street, London, EC2A 2EW on 25 October 2022 at 10 a.m.
The Notice of GM will shortly be posted to shareholders and a
copy of this can be found on the Company's website at
https://www.vertucapital.co.uk/page/investor-relations/.
This announcement contains information which, prior to its
disclosure, was inside information as stipulated under Regulation
11 of the Market Abuse (Amendment) (EU Exit) Regulations 2019/310
(as amended).
-S -
For additional information please contact:
Simon Retter
Tel: +1 (345) 949-4544
Email : ir@vertucapital.co.uk
Novum Securities Limited
David Coffman / Lucy Bowden
Tel: +44 (0)207 399 9400
ABOUT VERTU CAPITAL LIMITED
Vertu Capital Limited, which will change its name to Vox Valor
Capital Limited following Admission, has a focus on making
acquisitions of majority stakes in the marketing technology,
digital content, mobile games and digital marketing sector. Digital
marketing technology and services and digital content/mobile games
are large and fast-growing industries. The Company's management
team has a successful track record of operating, financing and
exiting businesses in this sector and has a network in this sector
which generates a steady flow of leads and introductions to
potential acquisition candidates. Vertu will target the acquisition
of privately held businesses that can benefit from the access to
liquidity and international scaling expertise that the Vox Group
and its management team can provide.
IMPORTANT INFORMATION
This announcement does not constitute, or form part of, any
offer or invitation to sell, allot or issue, or any solicitation of
any offer to purchase or subscribe for, any securities in the
Company 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 or act as an inducement to enter into, any contract
or commitment therefor.
Recipients of this announcement who are considering subscribing
for or acquiring any shares in the Company following publication of
the Prospectus are reminded that any such acquisition or
subscription must be made only on the basis of the information
contained in the final Prospectus, which may be different from the
information contained in this announcement. No reliance may be
placed, for any purpose whatsoever, on the information or opinions
contained in this announcement or on its completeness. To the
fullest extent permitted by applicable law or regulation, no
undertaking, representation or warranty, express or implied, is
given by or on behalf of the Company, Novum Securities Limited
("Novum") or its parent or subsidiary undertakings or the
subsidiary undertakings of any such parent undertakings or any of
their respective directors, officers, partners, employees, agents,
affiliates, representatives or advisers or any other person as to
the accuracy, sufficiency, completeness or fairness of the
information, opinions or beliefs contained in this announcement
and, save in the case of fraud, no responsibility or liability is
accepted by any of them for any errors, omissions or inaccuracies
in such information or opinions or for any loss, cost or damage
suffered or incurred, howsoever arising, from any use, as a result
of the reliance on, or otherwise in connection with this
announcement.
Novum, which is authorised and regulated by the Financial
Conduct Authority, is acting only for the Company in connection
with the matters contained in this announcement and are not acting
for or advising any other person, or treating any other person as
their respective client, in relation thereto and will not be
responsible for providing the regulatory protection afforded to
clients of Novum, or advice to any other person in relation to the
matters contained herein. Such persons should seek their own
independent legal, investment and tax advice as they see fit. This
announcement does not constitute any form of financial opinion or
recommendation on the part of Novum or any of its affiliates and is
not intended to be an offer, or the solicitation of any offer, to
buy or sell any securities. Novum is not responsible for the
contents of this announcement or the Prospectus. This does not
exclude any responsibilities which Novum may have under the
Financial Services and Market Act 2000 or the regulatory regime
established thereafter. Novum has not authorised or approved the
contents of, or any part of, this announcement and no
representation or warranty, express or implied, is made by Novum or
their affiliates as to any of its contents.
This announcement and its contents are for information purposes
only and are directed at and is only being communicated to persons:
(a) in a member state of the european economic area, persons who
are, unless otherwise agreed by Novum, "qualified investors" as
defined in article 2(e) of the EU prospectus regulation (which
means regulation (EU) 2017/1129) (the "EU Prospectus Regulation");
(b) in the United Kingdom, persons who: (i) fall within the
definition of "qualified investors" of the EU Prospectus
Regulation, as it forms part of uk domestic law by virtue of the
European Union (Withdrawal) Act 2018 (as amended) ("EUWA") and
certain other implementing measures (such persons in (a) and (b)(i)
being "qualified investors"); and (ii) in addition, are either
"investment professionals" within the meaning of article 19(5) of
the Financial Services and Markets Act 2000 (financial promotion)
order 2005 (the "order"), or fall within article 49(2)(a) to (d)
("high net worth companies, unincorporated associations, etc") of
the order; and (c) persons falling outside of (a) and (b) above to
whom it may otherwise lawfully be communicated (all such persons
together being referred to as "relevant persons"). This
announcement must not be acted on or relied on by persons who are
not relevant persons. Persons into whose possession this
announcement (including the appendices) comes are required by the
Company and Novum to inform themselves about and to observe any
such restrictions.
Neither this announcement nor any copy of it may be (i) taken or
transmitted into or distributed, directly or indirectly, in the
United States (within the meaning of regulations made under the US
Securities Act of 1933, as amended), (ii) taken or transmitted
into, distributed, published, reproduced or otherwise made
available or disclosed in Canada, Australia, New Zealand or the
Republic of South Africa or to any resident thereof, except in
compliance with applicable securities laws, or (iii) taken or
transmitted into or distributed in Japan or to any resident thereof
for the purpose of solicitation or subscription or offer for sale
of any securities or in the context where the distribution thereof
may be construed as such a solicitation or offer. Any failure to
comply with these restrictions may constitute a violation of the
securities laws or the laws of any such jurisdiction. The
distribution of this announcement in other jurisdictions may be
restricted by law and the persons into whose possession this
announcement comes should inform themselves about, and observe, any
such restrictions.
The Company has not been and will not be registered under the
United States Investment Company Act of 1940, as amended (the
"Investment Company Act"), and as such investors will not be
entitled to the benefits of the Investment Company Act. The
Company's ordinary shares have not been and will not be registered
under the United States Securities Act of 1933, as amended (the
"Securities Act"), or with any securities regulatory authority of
any state or other jurisdiction of the United States, and may not
be offered, sold, resold, pledged, transferred or delivered,
directly or indirectly, into or within the United States or to, or
for the account or benefit of, any "U.S. persons" as defined in
Regulation S under the Securities Act ("US Persons"), except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and in
compliance with any applicable securities laws of any state or
other jurisdiction of the United States and in a manner which would
not require the Company to register under the Investment Company
Act. There will be no public offer of the Shares in the United
States.
This information is provided by RNS, the news service of the
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END
PDIEALNEDLLAEFA
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September 30, 2022 10:49 ET (14:49 GMT)
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