TIDMCNIC
RNS Number : 0189D
CentralNic Group PLC
28 February 2022
28 February 2022
THIS ANNOUNCEMENT, AND THE INFORMATION CONTAINED HEREIN, IS NOT
FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES OF
AMERICA, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA
OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO
SO.
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY
THE COMPANY TO CONSTITUTE INSIDE INFORMATION STIPULATED UNDER THE
MARKET ABUSE REGULATION (EU) NO. 596/2014. UPON THE PUBLICATION OF
THIS ANNOUNCEMENT VIA THE REGULATORY INFORMATION SERVICE, THIS
INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC
DOMAIN.
IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN
RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT,
WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE
INFORMATION, AS PERMITTED BY MAR. UPON THE PUBLICATION OF THIS
ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN
THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN
POSSESSION OF INSIDE INFORMATION.
Defined terms used in this announcement have the meanings given
to them in the "Proposed Acquisition of VGL Verlagsgesellschaft
mbH, Proposed Fixed Price Placing to raise up to GBP42 million and
Proposed Open Offer to raise up to GBP3 million" announcement (RNS
Number: 9472C) released at approximately 7.01 a.m. this morning,
unless the context provides otherwise.
CentralNic Group plc
("CentralNic" or the "Company" or the "Group")
Result of successful oversubscribed Placing
and
Launch of Open Offer
CentralNic (AIM: CNIC), the global internet platform that
derives revenue from the worldwide sales of internet domain names
and related services is pleased to announce that, further to the
Company's announcement released at approximately 7.01 a.m. on 28
February 2022 (the "Launch Announcement"), the Bookbuild has closed
and the Group has raised gross proceeds of GBP42 million (before
expenses) through the successful placing of 35,000,000 Placing
Shares at the Issue Price of 120 pence per New Ordinary Share. The
Placing was significantly oversubscribed.
Conditional on admission of the Placing Shares to trading on AIM
becoming effective ("Admission"), the Board also announces the
launch of an Open Offer for existing shareholders at the same price
per share as the Placing. In aggregate, up to 2,500,000 Open Offer
Shares are to be issued pursuant to the Open Offer, at the Issue
Price, raising gross proceeds of up to GBP3 million, on the basis
of 1 Open Offer Share for every 100.46403360 existing Ordinary
Shares.
The Placing is not conditional on the Open Offer proceeding or
on any minimum take-up under the Open Offer.
Assuming full subscription of the 2,500,000 Open Offer Shares to
be offered pursuant to the Open Offer, combined with the 35,000,000
Placing Shares, will result in the issued share capital of the
Company increasing to 288,660,084 Ordinary Shares. The New Ordinary
Shares will represent approximately 13.0 per cent. of the enlarged
share capital of the Company.
Zeus and Berenberg acted as Joint Brokers in connection with the
Placing.
Use of proceeds
The net proceeds of the Placing will be used to part-fund the
consideration and fees in respect of the acquisition of VGL
Verlagsgesellschaft mbH ("VGL"). VGL is being acquired for an
enterprise value of EUR 60 million, with initial consideration of
EUR 67 million (approx. US$75 million), payable in cash on
completion, inclusive of customary adjustments for cash and working
capital.
The Acquisition brings additional scale and capabilities to
CentralNic's Online Marketing division, contributing
traffic-generating websites, content expertise and new partner
relationships to enhance CentralNic's AI-driven business, which
delivered 65% organic growth in 2021. It also further reduces
revenue concentration with Google due to Amazon adding another
large-scale partner that could buy traffic.
The Acquisition is expected to be double digit earnings
enhancing for the financial year ending 31 December 2022, prior to
any synergies being realised.
VGL generated US$55.3 million of revenue (unaudited) and US$10.9
million of Adjusted EBITDA (unaudited) in the 12 months to 31
December 2021.
Further Details of the Placing
Zeus and Berenberg have, as agents for the Company, placed
35,000,000 Placing Shares through the Placing at the Issue Price of
120 pence per Ordinary Share, which will be allotted and issued to
institutional and other investors, to raise gross proceeds of GBP42
million. The Placing has been undertaken via a non pre-emptive
cashbox placing to minimise the time to completion of the
Acquisition.
The Placing Shares will, following Admission, rank pari passu in
all respects with the existing Ordinary Shares in issue at the date
of this announcement and will carry the right to receive all
dividends and distributions declared, made or paid on or in respect
of the Ordinary Shares after Admission.
Upon completion of the Placing, the Placing Shares will
represent approximately 12.2 per cent. of the Company's enlarged
share capital on Admission.
Related party transactions
Kestrel Partners LLP is a substantial shareholder in the Company
(and therefore a related party of the Company for the purposes of
the AIM Rules) and has conditionally subscribed for 6,500,000
Placing Shares. The participation of Kestrel Partners LLP in the
Placing constitutes a related party transaction under Rule 13 of
the AIM Rules.
The Directors consider, having consulted with the Company's
nominated adviser, Zeus, that the participation of Kestrel Partners
LLP in the Placing is considered to be fair and reasonable insofar
as Shareholders are concerned.
Admission
Application has been made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM at 8.00 a.m. on 2
March 2022, following satisfaction (or where applicable, waiver) of
the conditions in the Placing Agreement, details of which are set
out in the Launch Announcement.
Total Voting Rights
Upon Admission, the total number of Ordinary Shares in issue and
voting rights in the Company will be 286,160,084 . The Company does
not hold any shares in treasury.
The above 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 share capital of the Company under the FCA's Disclosure
Guidance and Transparency Rules
Launch of Open Offer
In addition to the Placing, the Company intends to raise up to a
further GBP3 million by way of an Open Offer to Shareholders
pursuant to which those Shareholders will be invited to subscribe
for up to 2,500,000 Open Offer Shares, each Open Offer Share being
offered at the Issue Price, on a basis of one Open Offer Share for
every 100.46403360 existing Ordinary Shares held. The Open Offer
will also allow those Shareholders to apply for more than their pro
rata entitlement to the extent the Open Offer is not fully
subscribed. The Open Offer will be offered on a pre-emptive basis
using the Group's existing share authorities and will be
conditional on completion of the Placing and on admission of the
Open Offer Shares to trading on AIM. The terms of the Open Offer
will be contained within a circular, which is expected to be posted
to Shareholders on or around 1 March 2022.
Expected timetable of principal events
Record date 25 February 2022
Dispatch of circular (including launch of 1 March 2022
Open Offer)
Ex-entitlement date 1 March 2022
Posting of notice of Open Offer in the London 2 March 2022
Gazette
Basic entitlements and excess entitlements 2 March 2022
credited to CREST
Latest time for requesting withdrawal of 4.30 p.m. on 11 March
basic entitlements and excess entitlements 2022
from CREST
Latest time for depositing basic entitlements 3.00 p.m. on 14 March
and excess entitlements in CREST 2022
Latest time and date for splitting application 3.00 p.m. on 15 March
forms 2022
Latest time for receipt of completed application 11.00 a.m. on 17 March
forms and payment for the Open Offer 2022
Announcement of result of Open Offer 18 March 2022
Admission of the Open Offer Shares 21 March 2022
Enquiries:
CentralNic Group Plc
Ben Crawford, Chief Executive
Officer
Don Baladasan, Group Managing
Director
Michael Riedl, Chief Financial
Officer +44 (0) 203 388 0600
Zeus Capital Limited (NOMAD,
Joint Broker and Joint Bookrunner)
Nick Cowles / Jamie Peel +44 (0) 161 831 1512
Dominic King / Rupert Woolfenden +44 (0) 203 829 5000
-----------------------------
Berenberg (Joint Broker and
Joint Bookrunner)
Mark Whitmore, Richard Andrews,
Alix Mecklenburg-Solodkoff +44 (0)20 3207 7800
-----------------------------
SEC Newgate (for Media) +44 (0) 203 757 6880
Bob Huxford / Isabelle Smurfit centralnic@secnewgate.co.uk
/ Max Richardson
-----------------------------
About CentralNic Group plc
CentralNic (AIM: CNIC) is a London-based AIM-quoted company
which drives the growth of the global digital economy by developing
and managing software platforms allows businesses globally to buy
subscriptions to domain names for websites and email, monetise
their websites, and acquire customers online. Its core growth
strategy is identifying and acquiring cash-generative businesses in
its industry with annuity revenue streams and exposure to growth
markets and migrating them onto the CentralNic software and
operating platforms.
CentralNic operates globally with customers in almost every
country in the world. It earns recurring revenues from the
worldwide sales of internet domain names and other services on an
annual subscription basis.
For more information please visit: www.centralnicgroup.com
The notification below is made in accordance with the
requirements of the EU Market Abuse Regulation.
Notification and public disclosure of transactions by persons
discharging managerial responsibilities and persons closely
associated with them.
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Kestrel Partners LLP
--------------------- ------------------------------------------------------
2 Reason for the notification
-----------------------------------------------------------------------------
a) Position/status PCA - Max Royde (non-executive director of CentralNic
Group plc)
--------------------- ------------------------------------------------------
b) Initial notification Initial notification
/Amendment
--------------------- ------------------------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-----------------------------------------------------------------------------
a) Name CentralNic Group plc
--------------------- ------------------------------------------------------
b) LEI 213800WAVVOPS85N2205
--------------------- ------------------------------------------------------
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 GBP0.001 Ordinary Shares
of the financial
instrument,
type of instrument
Identification ISIN: GB00BCCW4X83
code
--------------------- ------------------------------------------------------
b) Nature of the Purchase
transaction
--------------------- ------------------------------------------------------
c) Price(s) and Price No. of shares
volume(s) 120 pence per Ordinary
(i) Share 6,500,000
------------------------ --------------
--------------------- ------------------------------------------------------
d) Aggregated n/a
information
- Aggregated
volume
- Price
--------------------- ------------------------------------------------------
e) Date of the 28 February 2022
transaction
--------------------- ------------------------------------------------------
f) Place of the London Stock Exchange, AIM
transaction
--------------------- ------------------------------------------------------
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END
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