SEC Newgate S.p.A. Update re Framework and Contribution Agreement (2256B)
10 Febrero 2022 - 1:00AM
UK Regulatory
TIDMSECN
RNS Number : 2256B
SEC Newgate S.p.A.
10 February 2022
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE AN OFFER FOR SALE OF ANY SECURITIES OR AN OFFER OR
INVITATION TO PURCHASE ANY SECURITIES IN ANY JURISDICTION OR A
SOLICITATION OF ANY VOTE OR APPROVAL.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA,
CANADA, JAPAN, AUSTRALIA OR IN ANY JURISDICTION WHERE TO DO SO
WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF
SUCH JURISDICTION
10 February 2022
SEC Newgate S.p.A. ("SEC Newgate" or the "Company")
Update re Framework and Contribution Agreement
SEC Newgate (AIM:SECN), the insight-driven global strategic
communications group that works at the nexus of business, politics,
communities, markets and media, notifies that the parties to the
Framework and Contribution Agreement ("FCA"), announced on 19
January 2022, have amended the FCA to rectify a clerical mistake,
whereby the total number of SEC Ordinary Shares held by Hawk
Investments Limited, and to be contributed into NewCo following the
Delisting, was incorrectly stated as 846,698 rather than
1,096,698.
As a consequence, the aggregate number of Ordinary Shares held
by the Contributing Shareholders, and being contributed into NewCo,
is 19,170,355, being 77.58% of the Existing Ordinary Shares, and
the maximum number of Ordinary Shares to which the on-market
Buyback applies is 5,540,567 (such figure excluding the 3,378,315
new SEC Ordinary Shares to be issued post-Delisting and purchased
by the Company pursuant to the Inveready Agreement).
All other announced terms of the FCA remain unchanged.
Subject to the passing of the Resolutions at the General Meeting
later today, SEC expects to announce the launch of the Buyback for
minority shareholders, at 111.32p per Ordinary Share, on or around
17 February 2022.
Defined terms in this announcement shall have the same meaning
as in the Company's announcement on 19 January 2022, unless
otherwise stated.
Media Enquiries
Fiorenzo Tagliabue (Group CEO) Tel: +39 335 6008858
fiorenzo.tagliabue@secnewgate.com
Sergio Penna (Group CFO) sergio.penna@secnewgate.com
Arden Partners
(Nominated Adviser and Broker)
Richard Johnson, Ben Christie Tel: +44 (0) 20 7614 5900
Notes to Editors
-- SEC Newgate's focus is on achieving positive outcomes through
communications, advocacy, and research, helping clients clearly
demonstrate their purpose, value, and impact locally, nationally
and internationally.
-- Further information is available at the Group's website: www.secnewgate.com
-- Further information on SEC Newgate UK is available at: www.secnewgate.co.uk
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END
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February 10, 2022 02:00 ET (07:00 GMT)
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