Statement regarding the possible acquisition of Audioboom Group plc
The Board of All Active Asset Capital Limited (‘AAA’) announces that it is in constructive discussions with the Board of Audioboom Group plc (‘Audioboom’) about a possible offer for Audioboom. AAA has obtained irrevocable undertakings to accept such an offer on the terms set out below from beneficial owners of 4,147,602 shares in Audioboom (‘Audioboom Shares’), representing 26.4% of the issued share capital of Audioboom.
Allenby Capital Limited (‘Allenby’) were nominated adviser to both AAA and Audioboom and informed AAA yesterday that, due to the conflict of interest, it has resigned as Nominated Adviser and Broker to AAA. A separate announcement is being made to that effect as required by the AIM Rules.
Offer terms
Any offer, were it to be made, would consist of 12.5 new AAA shares and 200p in cash per Audioboom Share (the ‘Offer’).
As an illustration only, based on the price of 80p per AAA Share at which the recent AAA Placing was announced, the proposed terms would value each Audioboom Share at £12.00, being a premium of 35.6% over the closing mid market price of 885p at close of business on 16 July 2021, being the latest practicable date prior to this announcement.
1. Background
AAA announced a number of transformational conditional proposals on 2 July 2021 which, if completed, the Directors believe will start a process that could turn AAA into a global technology investment company. The conditional proposals include placings of new AAA Shares to raise £150 million at 80p per share and the cancellation of the admission of AAA’s shares from trading on AIM. The Directors are considering re-listing AAA on an alternative international exchange that would be more suited to AAA’s portfolio of exciting, high growth technology investments.
A copy of the circular to AAA shareholders setting out further information on the Placing, the Acquisition and the Delisting can be downloaded from https://aaacap.com/wp-content/uploads/Circular-EGM-delisting-AAA.pdf
The Directors believe the combination of AAA and Audioboom would create a compelling portfolio of innovative, high growth technology investments that could create significant new accretive value for the shareholders of both companies in the future.
2. Structure
The Offer may be implemented either by means of a scheme of arrangement under Article 125 of the Companies (Jersey) Law 1991 (as amended) or by way of a contractual offer to acquire Audioboom shares.
3. Offer Precondition
The Offer is subject to a number of pre-conditions, such as the recommendation of the Audioboom board, which may be waived by AAA. The only pre-condition which is not waivable is the completion of the following proposals announced by AAA on 2 July 2021:
· the completion of a firm placing raising £15m of cash at 80p per share (‘Placing’);
· the acquisition of at least 75% of the entire issued share capital of Belgian artificial intelligence company, Sentiance N.V. (‘Acquisition’); and
· the cancellation of the admission of AAA’s shares from trading on AIM (‘Delisting’).
The Acquisition and Placing are conditional on the Delisting, which is anticipated to occur on 30 July 2021, assuming shareholder approval of the Acquisition and Delisting at a General Meeting of AAA to be held at 10.00 a.m. today, 19 July 2021.
There can be no certainty that any firm offer will be made even if the preconditions are satisfied or waived.
4. Irrevocable undertakings
The following shareholders in Audioboom have irrevocably undertaken to vote in favour of a Scheme or accept any firm offer, on the terms of the Offer:
· Candy Ventures SARL, which has undertaken in respect of all of the 2,197,602 Audioboom Shares it owns, representing approximately 14.0% of the issued share capital of Audioboom; and
· AAQUA B.V. which has undertaken in respect of all of the 1,950,000 Audioboom Shares it owns, representing approximately 12.4% of the issued share capital of Audioboom.
The irrevocable undertakings will cease to be binding only if:
· a bona fide offer of more than £25 per share is announced for all the issued share capital of Audioboom (which in the case of an offer that includes non-cash consideration is in the reasonable opinion of Audioboom’s Rule 3 adviser an offer of more than £25 per share);
· AAA takes any corporate action or is subject to any external event which, in the reasonable opinion of Egremont Capital Limited, has a material and adverse effect on AAA or its ability to complete the acquisition of the Audioboom Shares;
· AAA does not announce a firm intention to make an offer for Audioboom in accordance with Rule 2.7 of the Code by 4.30 pm on 30 September 2021;
· the firm offer, if made, is withdrawn or lapses; or
· an offer document or scheme circular (as applicable) is not despatched to Audioboom shareholders within 28 days after the issue of the announcement of a firm intention to make an offer or such later date as may be agreed between the boards of AAA and Audioboom (with the consent of the Panel).
If a firm offer is announced, copies of the irrevocable undertakings will be published on AAA’s website as required pursuant to Rule 26.2 (a) of the Code.
5. Timing following this announcement
In accordance with Rule 2.6(a) of the Code, AAA must, by not later than 5.00 p.m. on 16 August 2021, either announce a firm intention to make an offer for Audioboom in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline will be extended only with the consent of the Panel on Takeovers and Mergers (‘Takeover Panel’) in accordance with Rule 2.6(c) of the Code.
6. Reservations
Pursuant to Rule 2.5 of the Code, AAA reserves the right to vary the form and / or mix of the offer consideration set out in this announcement. AAA also reserves the right to make an offer on less favourable terms than those set out in this announcement:
a) with the recommendation or consent of the Audioboom Board;
b) if Audioboom announces, declares or pays any dividend or any other distribution or return of value to shareholders after the date of this announcement, in which case AAA reserves the right to make an equivalent reduction to its Offer;
c) following the announcement by Audioboom of a whitewash transaction pursuant to the Code; or
d) if a third party announces a firm intention to make an offer for Audioboom on less favourable terms.
7. Disclosure of shareholdings and dealings
The attention of shareholders is drawn to the disclosure requirements of Rule 8 of the Code, which are summarised below.
8. Rule 2.9 of the Code
In accordance with Rule 2.9 of the Code, AAA confirms that, as at the date of the announcement, it has in issue 1,029,398,988 ordinary shares of no par value. The International Securities Identification Number of the ordinary shares is VGG017801082.
A further announcement will be made as and when appropriate.
For further information, please contact:
All Active Asset Capital Limited
James Normand, Non-Executive Chairman
Rodger Sargent, Executive Director
T: via Buchanan
