RE: RNS12 Apr 2019 09:40
Intervening takeover offer for Sentiance
Should a takeover offer be made and accepted by Sentiance shareholders (thus resulting in a change of control of Sentiance) prior to the exercise of the Acquisition Option, HGC will automatically receive (in lieu of the Acquisition Option), the irrevocable right to subscribe for 40,000 new Sentiance shares at a fixed price per Sentiance share equal to €750 (a total consideration amount of €30,000,000). For illustrative purposes only this would mean that, assuming the current equity structure of Sentiance, HGC would hold economic rights over an aggregate total of 54,333 Sentiance shares which in such a scenario would represent an approximate shareholding of 34.8% on a fully diluted basis.
The upfront premium paid by HGC for the grant of the Acquisition Option is approximately 1.50% of the total Sentiance Option exercise value (assuming paid for through the issuance of an aggregate total of 10.0bn HGC shares (incl. exercise of the Initial Warrants) for a notional value of £80 million and excluding the RRNB right to acquire 300 million shares for nominal value). The cash amount of £1.2 million will be settled in full through the issuance of 150,000,000 ordinary shares in HGC credited as fully paid. In the event of either (i) an intervening takeover offer for Sentiance being accepted and or (ii) HGC exercising the Acquisition Option, RRNB automatically is granted the right to acquire a further 300,000,000 ordinary shares in the Company for a consideration equal to the nominal value of those shares.
Following completion of the share issuances to RRNB and others outlined above, the Islam-Bonnier family, through RRNB, will be the beneficial owner of 430,833,325 ordinary HGC shares representing a holding 9.9% of the total voting rights of HGC.
Total number of ordinary shares
Following the issue of the 875,000,000 new Ordinary Shares as consideration for the 4,000 Sentiance shares and the issue of 150,000,000 new Ordinary Shares as consideration for the grant of the Acquisition Option, HGC will have 4,331,179,537 Ordinary Shares in issue, each share carrying the right to one vote. HGC does not hold any Ordinary Shares in Treasury. The total number of voting rights in HGC will therefore be 4,331,179,537.
The Directors of HGC accept responsibility for this announcement.