All Active Asset Cap (AAA.L) Proposed Placing, Acquisition and Cancellation

Placing raising £15 million at 80p per share

Conditional Placing raising a further £135 million at 80p per share

Agreement to acquire at least 75% of Sentiance N.V.

Intention to exercise €119 million balance of the AAQUA B.V. Option

Notice of Extraordinary General Meeting

Proposed cancellation of admission to trading on AIM

Following AAA’s announcement on 16 June 2021, the Board of AAA is pleased to announce a number of inter-connected matters which the Directors believe will be transformational for the Company.

Firm Placing and Conditional Placing

The Company has raised gross proceeds of £15 million through a firm placing of 18.75 million new ordinary shares (‘the Firm Placing Shares’) at 80p per share and conditionally raised gross proceeds of £135 million through a placing of 168.75 million new ordinary shares (‘the Conditional Placing Shares’) at a price of 80p per share (‘the Conditional Placing’) (the Firm Placing Shares and the Conditional Placing Shares collectively being the ‘Placing Shares’).

The 80p issue price is a 49.5% premium to the mid-market price of 53.5p on 29 April 2021 when the Company’s shares were suspended from trading on the AIM Market.

The Conditional Placing is conditional upon various matters (as defined below) including, inter alia, the passing of resolutions at an extraordinary general meeting (‘EGM’), the Company having completed the purchase of not less than 75% of the entire issued share capital of Sentiance N.V. (‘Sentiance’); the cancellation of the admission of AAA’s shares to trading on AIM (‘Cancellation’) becoming effective and the exercise by AAA of the remaining €119 million of its AAQUA Option.

On the basis that all Placing Shares and Consideration Shares (as defined below) are issued, the Company would have 1,716,898,988 Ordinary Shares in issue (assuming that none of the unexercised existing warrants over Ordinary Shares in the Company are exercised prior to issue). Following issue, the Placing Shares and Consideration Shares would represent 40% of the enlarged issued share capital of the Company. There are no shares held in treasury.

Use of proceeds

The net proceeds from the issue of the Placing Shares would be used to pay the subscription money due following the exercise of the remaining balance of €119 million of the AAQUA Option and to provide growth and working capital for the enlarged group in the future.

The Sentiance Acquisition

On 9 March 2021, MESH Holdings plc (‘MESH’) and AAQUA B.V. (‘AAQUA’) agreed a sale and purchase agreement whereby AAQUA would acquire a significant majority equity holding in Sentiance with MESH acquiring the balance.

By an agreement dated 1 July 2021, (i) AAQUA has relinquished its rights as purchaser in favour of MESH and (ii) MESH has agreed to assign to AAA its right to be registered as the purchaser of the Sentiance shares (the ‘Acquisition’) in consideration of AAA (a) issuing and allotting to MESH or as MESH directs 500 million new Ordinary Shares (the ‘Consideration Shares’) and (b) setting off the loan totalling €3.65 million made by the Company to MESH in November and December 2020 against the consideration for the Acquisition. Upon completion of the Acquisition, AAA will own at least 75% of the equity of Sentiance, with the balance owned by AAQUA.

AAA has lodged a bond of €5 million (the ‘Bond’) in favour of Sentiance with Sentiance’s legal counsel. Should the Acquisition not complete, the Bond will automatically convert into Sentiance equity.

Trading in the Company’s shares on AIM was suspended on 29 April 2021 pending the provision of further information on the Company’s investments. An announcement was made by the Company on 16 June 2021 providing such information but the suspension of trading in the Company’s shares on AIM remained in place because the Company had announced details of the Acquisition, which is deemed to be a reverse takeover under the AIM Rules and the Company has not published an AIM admission document. Trading in the Company’s shares on AIM will remain suspended pending the outcome of the EGM. If the Acquisition is approved at the EGM (i.e. Resolution 2 is passed), then trading in the Company’s shares on AIM will remain suspended, as the Company will not apply for admission to trading on AIM as an enlarged entity.

If any of the Resolutions proposed at the EGM are not approved, then the Company will seek the restoration of trading of its shares on AIM.

Proposed cancellation of trading on AIM

AAA will today send a circular (‘Circular’) to Shareholders convening the EGM, setting out the reasons why it is proposing to cancel the admission of the Company’s shares to trading on AIM. A special resolution to approve the proposed Cancellation is included in the Notice of EGM contained in the Circular. Extracts from the Circular can be found further below.

Should all of the resolutions be passed at the EGM, and on completion of the Acquisition, the Directors believe that AAA will own a substantial portfolio of assets, including a controlling interest in Sentiance, which the Board believes have the potential to unlock significant value for shareholders in the future. Furthermore, the Directors believe that the opportunity to generate significant incremental shareholder value will mean that the Company will be better suited to being listed, in due course, on an alternative international exchange than AIM.

Matched bargain facility

The Directors are aware that, should the Cancellation be approved by Shareholders, it will make it more difficult to buy and sell ordinary shares in the Company following the Cancellation. Therefore, the Company intends to implement a matched bargain facility (‘the Matched Bargain Facility’) shortly after the Cancellation to assist Shareholders with conducting transactions in AAA’s ordinary shares. Should the Cancellation become effective, details of the Matched Bargain Facility will be made available to Shareholders on the Company’s website.

Extraordinary general meeting

The EGM will be held on 19 July 2021 at which resolutions concerning the Acquisition, the Cancellation and granting share authorities will be proposed to Shareholders for approval. The notice convening the EGM is set out in the Circular and will be posted today. It will also be available on the Company’s website ( www.aaacap.com ) shortly.

On 30 June 2021 the Company announced that its audited accounts for the year ended 31 December 2020 (‘the Accounts’) would not be published on that day; and that the Board anticipated that the Accounts will be published on or around Friday 9 July 2021. In order to give Shareholders time to consider the Accounts before voting on the Resolutions, if the Accounts are not published by close of business on Friday 9 July 2021, the EGM will be postponed and notice given of a new date for the EGM and a revised timetable for Cancellation.

Subject to the above, and the resolutions being passed at the EGM, the Cancellation is expected to become effective at 7.00 a.m. on 30 July 2021. Pursuant to Rule 41 of the AIM Rules, the Company, through its nominated adviser, has notified the London Stock Exchange of the proposed Cancellation.

Rodger Sargent, Executive Director of AAA, commented: “The majority acquisition of Sentiance and exercise of the AAQUA option will be completely transformational for AAA. Given this, we feel that the proposed cancellation and our plan of listing on an alternative international exchange would further accelerate opportunities for AAA and our existing and future stakeholders.”

For further information:

All Active Asset Capital Limited

James Normand, Non-Executive Chairman

Rodger Sargent, Executive Director

www.aaacap.com


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