TIDMBOKU
RNS Number : 3006Q
Boku Inc
18 June 2020
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, AUSTRALIA, CANADA, JAPAN, SINGAPORE, THE REPUBLIC OF
SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE
UNITED STATES. THE SECURITIES DISCUSSED HEREIN HAVE NOT BEEN AND
WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMED
(THE "US SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD, RESOLD,
PLEDGED, DELIVERED, DISTRIBUTED OR OTHERWISE TRANSFERRED, DIRECTLY
OR INDIRECTLY IN OR INTO THE UNITED STATES OR TO PERSONS ELSEWHERE
WHO ARE "US PERSONS" WITHIN THE MEANING OF THAT TERM AS IT IS USED
IN REGULATION S OF THE US SECURITIES ACT ("US PERSONS") except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the US Securities Act, and in
compliance with any applicable securities laws of any state or
other jurisdiction of the United States. Any securities that may be
offered outside of the United States to non-US Persons will be
subject to the conditions listed under Section 903(b)(3), or
Category 3, of Regulation S. Such securities will also be
"restricted securities" as defined in Rule 144 under the US
Securities Act. The securities have not been approved or
disapproved by the US Securities and Exchange Commission, any state
securities commission in the United States or any US regulatory
authority, nor have any of the foregoing authorities passed upon or
endorsed the merits of any proposed offering of the securities, or
the accuracy or adequacy of this DOCUMENT. Any representation to
the contrary is a criminal offence in the United States. There will
be no public offering of the securities in the United States.
Hedging transactions in securities may not be conducted unless in
compliance with the US Securities Act.
NO PUBLIC OFFERING OF THE SECURITIES DISCUSSED HEREIN IS BEING
MADE IN THE UNITED STATES AND THE INFORMATION CONTAINED HEREIN DOES
NOT CONSTITUTE AN OFFERING OF SECURITIES FOR SALE IN THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, SINGAPORE OR THE REPUBLIC OF
SOUTH AFRICA.
FURTHER, THIS ANNOUNCEMENT IS MADE FOR INFORMATION PURPOSES ONLY
AND DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR SOLICITATION
TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE SECURITIES IN BOKU, INC.
IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD
BE UNLAWFUL.
18 June 2020
Boku, Inc.
("Boku" or the "Company" and, together with its subsidiaries,
the "Group")
Result of unconditional Placing
Boku (AIM:BOKU), a leading global mobile payment and mobile
identity company, is pleased to announce the successful completion
of the proposed placing announced yesterday (the "Placing") in
connection with Boku's conditional agreement to acquire the entire
issued and to be issued share capital of Fortumo Holdings, Inc. and
its subsidiaries.
A total of 23,600,000 new common shares of $0.0001 each in the
capital of the Company ("Common Shares") (the "Placing Shares")
have been placed by Peel Hunt LLP (the "Sole Bookrunner") by way of
a placing at a price of 85 pence per share (the "Placing Price"),
representing a 7.1% discount to the closing price on 17 June 2020,
with new and existing investors, raising gross proceeds of GBP20.1
million ($25.2 million).
The Placing Shares will represent approximately 8.4% of the
enlarged issued share capital of the Company (immediately following
completion of the Placing).
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 to AIM will become effective and that dealings on
AIM will commence in the Placing Shares at 8.00 a.m. on or around
22 June 2020.
Total Voting Rights
In accordance with Rule 5.6.1 of the Financial Conduct
Authority's Disclosure Guidance and Transparency Rules, following
the Placing, the total number of Common Shares in issue is
281,382,648. There are no shares held in treasury.
Therefore, the total number of voting rights in Boku is
281,382,648.
The above figure of 281,382,648 Common Shares 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 Disclosure
Guidance and Transparency Rules. Unless otherwise stated, defined
terms used in this announcement will have the meaning set out in
the Launch Announcement published yesterday.
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) No 596/2014 ("MAR"). Upon the
publication of this announcement, this inside information is now
considered to be in the public domain. For the purposes of MAR and
Article 2 of Commission Implementing Regulation (EU) 2016/1055,
this announcement is being made on behalf of Boku by Jon Prideaux
(Chief Executive Officer) and Keith Butcher (Chief Financial
Officer).
For further information, please contact:
Boku, Inc.
Jon Prideaux, Chief Executive Officer 020 3934
Keith Butcher, Chief Financial Officer 6630
Peel Hunt LLP (Nominated Adviser, Broker,
and Sole Bookrunner)
Corporate - Edward Knight / Nick Prowting
/ Christopher Golden 020 7418
ECM - Sohail Akbar 8900
IFC Advisory Limited (Financial PR & IR)
Tim Metcalfe / Graham Herring / Florence 020 3934
Chandler 6630
Important notices
This announcement has been prepared in accordance with English
law, the AIM Rules and the Disclosure Guidance and Transparency
Rules and information disclosed may not be the same as that which
would have been prepared in accordance with the laws of
jurisdictions outside England.
Persons (including without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
This 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 by Peel Hunt or by any of
its affiliates or agents as to or in relation to, the accuracy or
completeness of this Announcement or any other written or oral
information made available to any interested person or its
advisers, and any liability therefore is expressly disclaimed. None
of the information in this Announcement has been independently
verified or approved by Peel Hunt or any of its partners,
directors, officers, employees, advisers, consultants or
affiliates. Save for any responsibilities or liabilities, if any,
imposed on Peel Hunt by the Financial Services and Markets Act 2000
("FSMA") or by the regulatory regime established under it, no
responsibility or liability is accepted by either Peel Hunt or any
of its partners, directors, officers, employees, advisers,
consultants or affiliates for any errors, omissions or inaccuracies
in such information or opinions or for any loss, cost or damage
suffered or incurred howsoever arising, directly or indirectly,
from any use of this Announcement or its contents or otherwise in
connection with this Announcement or from any acts or omissions of
the Company in relation to the Placing.
The distribution of this announcement in jurisdictions outside
the United Kingdom may be restricted by law and therefore persons
into whose possession this announcement comes should inform
themselves about, and observe such restrictions. Any failure to
comply with the restrictions may constitute a violation of the
securities law of any such jurisdiction.
This announcement is not for release, publication, distribution,
directly or indirectly, in or into the United States (including its
territories and possessions and any state or other jurisdiction of
the United States). This announcement does not constitute or form a
part of any offer to sell or solicitation to purchase or subscribe
for securities in the United States or in any other jurisdictions.
The securities referred to in this announcement have not been, and
will not be, registered under the United States Securities Act of
1933, as amended (the "US Securities Act") and may not be offered,
sold, resold, pledged, distributed, transferred or delivered,
directly or indirectly, in or into the United States or to persons
elsewhere who are "US persons" within the meaning of that term as
it is used in Regulation S promulgated under the US Securities Act
("US Persons") except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the US
Securities Act and in compliance with any applicable securities
laws of any state or other jurisdiction of the United States. Any
securities that may be offered outside of the United States to
non-US Persons will be subject to the conditions listed under
Section 903(b)(3), or Category 3, of Regulation S. Such securities
will also be "restricted securities" as defined in Rule 144
promulgated under the US Securities Act. The securities have not
been approved or disapproved by the US Securities and Exchange
Commission, any state securities commission in the United States or
any US regulatory authority, nor have any of the foregoing
authorities passed upon or endorsed the merits of any proposed
offering of the securities, or the accuracy or adequacy of this
document. Any representation to the contrary is a criminal offence
in the United States. There will be no public offer of securities
in the United States. Hedging transactions in securities may not be
conducted unless in compliance with the US Securities Act.
Cautionary Statements
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",
"envisages", "plans", "anticipates", "targets", "aims",
"continues", "expects", "intends", "hopes", "may", "will", "would",
"could" or "should" or, in each case, their negative or other
variations or comparable terminology. These forward-looking
statements include matters that are not facts. By their nature,
forward-looking statements involve risk and uncertainty because
they relate to future events and circumstances. A number of factors
could cause actual results and developments to differ materially
from those expressed or implied by the forward-looking statements,
including, without limitation: a condition to the Placing not being
satisfied, expected cost savings not being realised, changing
demands of consumers, changing business or other market conditions,
and general economic conditions. These and other factors could
adversely affect the outcome and financial effects of the plans and
events described in this announcement. Forward-looking statements
contained in this announcement based on past trends or activities
should not be taken as a representation that such trends or
activities will continue in the future. Subject to any requirement
under the AIM Rules, the Disclosure Guidance and Transparency Rules
or other applicable legislation or regulation, Boku does not
undertake any obligation to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise. Investors should not place undue reliance on
forward-looking statements, which speak only as of the date of this
announcement.
This Announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Placing Shares. Any investment
decisions to buy Placing Shares in the Placing must be made solely
on the basis of publicly available information, which has not been
independently verified by Peel Hunt.
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 plc.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into or forms part of this Announcement.
Peel Hunt
Peel Hunt , which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority ("FCA"), is appointed as
Boku's nominated adviser and Bookrunner only and is therefore
acting only for Boku in connection with the matters described in
this announcement and is not acting for or advising any other
person, or treating any other person as its client, in relation
thereto and will not be responsible for providing the regulatory
protection afforded to clients of Peel Hunt or advice to any other
person in relation to the matters contained herein. Neither Peel
Hunt nor any of its directors, officers, employees, advisers or
agents accepts any responsibility or liability whatsoever for this
announcement, its contents or otherwise in connection with it or
any other information relating to Boku, whether written, oral or in
a visual or electronic format.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
ROIBDLLFBQLEBBX
(END) Dow Jones Newswires
June 18, 2020 02:00 ET (06:00 GMT)
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