TIDMASLR
RNS Number : 9828F
Asimilar Group PLC
12 March 2020
12 March 2020
Asimilar Group plc
("Asimilar" or the "Company")
Conditional placing to raise GBP7.5 million
Asimilar Group plc, the AIM quoted investing company focused on
technology opportunities in the fields of big data, machine
learning, telematics and the Internet of Things (IoT), announces
that on 11 March 2020 it entered into a conditional placing
("Placing") to raise GBP7.5 million through the issue of 12,500,000
new Ordinary Shares at a price of 60 pence per share ("Placing
Shares").
Warrants over 12,500,000 new Ordinary shares will be issued
pursuant to the Placing. Each Placing Share will have a warrant
attached to subscribe for one new Ordinary Share at a price of 130
pence, exercisable for two years from the date of admission to
trading on AIM on completion of the Proposals as set out below
("Placing Warrants").
The Placing, which was significantly oversubscribed, is
conditional, inter alia, on the re-admission of the Company's share
capital to trading on AIM ("Admission") and has been undertaken to
assist the Company to comply with its obligations under AIM Rule
8.
Admission would be by way of a reverse takeover transaction,
details of which were set out in the announcement made by the
Company on 4 March 2020. As stated in that announcement, the
Company intends to publish an Admission Document and to convene a
general meeting seeking shareholder approval to acquire new shares
representing a circa 9.3% equity interest in Sentiance NV
("Sentiance"), a leading player in artificial intelligence ("AI"),
machine learning and contextual behavioural data science for a
consideration of EUR7.5 million, with options to acquire further
existing and new shares in Sentiance (together the
"Proposals").
In addition to the Placing Warrants, the Company has also
conditionally agreed to issue warrants over 3,500,000 new Ordinary
Shares in the Company on completion of the Placing to Chris Akers
in relation to the Placing ("Introducer Warrants"). The Introducer
Warrants will have an exercise price of 60 pence per Ordinary Share
and can be exercised at any time until 31 December 2020.
The Placing is conditional, inter alia, on:
(a) the Company publishing an Admission Document for re-admission to trading on AIM;
(b) the Proposals being approved by shareholders at a general meeting of the Company;
(c) there being no material change in the circumstances and/or
prospects of Sentiance prior to completion of the initial EUR7.5
million equity investment by Asimilar (as described in the RNS of 4
March 2020), as determined by Asimilar;
(d) Asimilar completing its initial EUR7.5 million equity investment in Sentiance; and
(e) the Company's enlarged share capital being admitted to trading on AIM.
In addition, Asimilar has reserved the right to renegotiate the
terms of the Placing in the event of a change of control of
Sentiance on or before Admission.
The suspension in trading in Asimilar's shares will be lifted on
the publication of an Admission Document, which will include
details of the proposed transaction, or in the event that that
discussions between Asimilar and Sentiance terminate.
As part of the Placing, Nigel Wray, who is a substantial
shareholder in the Company, has subscribed for 291,667 Ordinary
Shares. Nigel Wray's participation in the Placing is considered to
be a related party transaction under the AIM Rules for Companies.
The Directors, having consulted with the Company's Nominated
Adviser, consider that the terms of the participation of Mr Wray in
the Placing are fair and reasonable insofar as the Company's
shareholders are concerned.
Further Information on Sentiance
Sentiance is a Belgian private company headquartered in Antwerp
which is in the business of developing artificial intelligence
software, machine learning and contextual behavioural data
science.
Sentiance has developed proprietary software technology which
can be embedded in any mobile application on any connected device
which collects and analyses low level IoT sensor data in real time
to produce behavioural insights about user location, transport mode
and base level activities, detecting and predicting personal
context based on the user's current situation and historical
patterns and aggregating user patterns, routines and affinities
into behavioural segments and profiles. These insights enable
companies to understand how customers go through their everyday
lives, discover and anticipate key moments for consumers, and adapt
their engagement to real-world behaviour and real-time context.
Sentiance' contextual intelligence enables solutions for lifestyle
based insurance, contextual marketing and commerce, smart mobility,
connected health, smart city and connected car. Sentiance's
ultimate goal is to provide technology to improve people's
lives.
Sentiance has recently closed a number of high profile client
contracts with both global industry leaders and emerging
challengers, across its core solution verticals: smart mobility,
user-based insurance, connected car, personalised wellbeing
services and consumer loyalty programs. With a growing roster of
global clients and a validated and advanced qualified pipeline of
new business opportunities across the globe, the Board believes
that Sentiance is poised for significant growth.
According to the unaudited, unconsolidated accounts prepared in
accordance with Belgian GAAP for the year ended 31 December 2018,
the most recent financial year for which Sentiance has published
accounts, Sentiance is a holding company with five subsidiary
companies which incurred a loss in the year ended 31 December 2018
of EUR8.1m.
As at 31 December 2018 Sentiance had net assets of EUR4.2m
including cash of EUR3.8m. At 31 December 2018 Sentiance had 37
full time employees and 2 part time employees. Sentiance's
subsidiaries are (1) Sentiance UK Limited, (2) Sentiance US Inc.,
(3) Sentiance Baltics UAB, (4) Sentiance Canada Inc. and (5)
Sentiance (Shanghai) Information Technology Co. Ltd.
The 2018 results are unaudited, unconsolidated and historic and
the Directors believe do not reflect the progress of Sentiance
since 1 January 2019. For Sentiance 2018 was a year of development.
The business has progressed with commercialisation throughout 2019
leading to an expected year of rollout in 2020. Sentiance now has
32 clients including a number of global leading technology
providers, financial institutions and disruptive insurance and
mobility platforms.
Following completion of the Proposals Asimilar will have cash
resources to be able to complete its proposed initial subscription
for 10,000 new Sentiance shares at a subscription price of EUR750
per share for an aggregate cash consideration of EUR7,500,000.
While subscribers to the Placing are legally bound to
participate in the Placing on the conditions set out above, there
is no guarantee that any definitive agreement in relation to the
Proposals will be reached with Sentiance.
Following the surrender of subscription rights by the
participants in Tranche 2 of the 8 January 2020 placing (as
announced today) and completion of the Placing and after adjusting
for estimated costs incurred in connection therewith, the Directors
estimate that the net asset value of Asimilar on Admission will be
approximately GBP16.2 million which, while significantly below the
Company's current market capitalisation, does not take into account
the Board's view of the intrinsic value of the Company's investment
in Sentiance .
The Company's current issued share capital comprise 105,361,443
Ordinary Shares.
There are currently warrants in issue over 59,395,833 new
Ordinary Shares ("Existing Warrants"), representing approximately
36 per cent of the enlarged issued share capital of the Company (as
so enlarged by the exercise of the Existing Warrants). The Existing
Warrants may be exercised at prices between 5p and 130p at various
dates to 3 December 2022. Full details of the Existing Warrants are
set out on the Company's website at
http://www.asimilargroup.com/content/investors/shareholder_profile.asp
As described above the Company will issue warrants over a
further 16,000,000 new Ordinary Shares pursuant to the Placing
Warrants and the Introducer Warrants. Furthermore, a further
3,500,000 Compensation Warrants will be issued pursuant to the
surrender of subscription rights by the participants in Tranche 2
of the 8 January 2020 placing, details of which are set out
above.
John Taylor, Chairman of Asimilar said: "We are pleased with the
ongoing support we have received from our shareholders and in
particular their shared excitement about our proposed investment in
Sentiance."
"We believe that Sentiance will emerge as one of the market
leaders in the field of artificial intelligence, machine learning
and contextual behavioural science and we continue to work
diligently with Sentiance and our advisors on preparing our
Admission Document."
Further announcements will be made in due course.
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014.
**S**
Enquiries
Asimilar Group plc
John Taylor, Non-Executive Chairman via Buchanan
Cairn Financial Advisers LLP
Sandy Jamieson, Liam Murray Tel: +44 20 7213 0880
Peterhouse Capital Limited
Duncan Vasey / Lucy Williams Tel: + 44 20 7220 9797
Buchanan Communications Limited
Richard Oldworth / Chris Lane Tel: +44 (0) 20 7466 5000
Caution regarding forward looking statements
Certain statements in this announcement, are, or may be deemed
to be, forward looking statements. Forward looking statements are
identi ed by their use of terms and phrases such as "believe",
"could", "should" "envisage", "estimate", "intend", "may", "plan",
"potentially", "expect", "will" or the negative of those,
variations or comparable expressions, including references to
assumptions. These forward looking statements are not based on
historical facts but rather on the Directors' current expectations
and assumptions regarding the Company's future growth, results of
operations, performance, future capital and other expenditures
(including the amount, nature and sources of funding thereof),
competitive advantages, business prospects and opportunities. Such
forward looking statements re ect the Directors' current beliefs
and assumptions and are based on information currently available to
the Directors.
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
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