Please read these facts!!15 Mar 2019 09:01
The Option grants Nuuco the right to acquire the outstanding Notes and, following that acquisition, Nuuco would be in a position to convert those Notes into Ordinary Shares in accordance with the terms of the Financing Agreement. Such conversion could give Nuuco a substantial, but less than 30%, shareholding in the Company. Should Nuuco (or persons acting in concert with it) acquire further shares or interests in shares (whether in the market or otherwise) taking their aggregate interests above 30%, Nuuco and any persons acting in concert with it would, absent of dispensation to do so being granted by the Panel on Takeover and Mergers and the passing of a whitewash resolution by independent shareholders, be required to make a mandatory cash offer for the Ordinary Shares in the Company not already owned by Nuuco and those acting in concert with it.
Notwithstanding Nuuco would hold less than 30% of the Ordinary Shares (assuming that neither it nor any persons acting in concert with it acquire further shares or interests in shares taking their aggregate interests above 30%), given the size of the potential shareholding that could exist as a result of the exercise of the Option and the subsequent conversion of the Notes, the Company has had initial discussions with Nuuco which had made an informal approach to the Company. No detailed terms have been discussed between the Company and Nuuco, and no agreement has been reached as to any future changes to the Company’s business. However, the Company understands that Nuuco would consider:
• procuring the provision of further capital to the Company;
• establishing a new media platform business which is unrelated to the current business of the Group and which could complement the Wideacademy business; and
• reorganising the existing WideCells business into a separate subsidiary of the Company, which may be partly owned by the existing management of the Company in the future.
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