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adept4 plc Acquisition and Notice of General Meeting
02/10/2019 7:00am
UK Regulatory (RNS & others)
Adept4 (LSE:AD4)
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Today : Wednesday 2 October 2019
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TIDMAD4
RNS Number : 4291O
adept4 plc
02 October 2019
Adept4 plc
("Adept4", the "Group" or the "Company")
Proposed acquisition of CloudCoCo Limited, proposed issue of 218,160,586 new Ordinary Shares, proposed change of Company name, Accelerated Rule 9 Waiver and Notice of General Meeting
Adept4 (AIM: AD4), the AIM quoted provider of IT as a Service, announces that, on 1 October 2019, the Company conditionally agreed to acquire, through its wholly owned subsidiary Adept4 Holdings Limited, the entire share capital of CloudCoCo Limited, a cloud, IT hardware, and IT services company. The consideration for the Acquisition is to be satisfied through the issue to the Sellers of loan notes in Holdings, such loan notes to be exchangeable immediately upon Completion for 218,160,586 Ordinary Shares in the Company.
The Company will shortly be posting a circular ("the Circular") including a Notice of General Meeting to Shareholders, at which Shareholders will be asked to approve resolutions for the issue of the Acquisition Shares and, conditional on Completion, a change of the name of the Company. The General Meeting will be held at 10.00 a.m. on 21 October 2019 at the offices of DAC Beachcroft LLP, The Walbrook Building, 25 Walbrook, London EC4N 8AF.
The Circular will also be made available to view on the Company's website www.adept4.co.uk. Should Shareholder approval not be obtained at the General Meeting for the resolutions enabling issue of the Acquisition Shares, the Acquisition will not proceed.
The Circular includes a letter from Simon Duckworth, the Company's Non-Executive Chairman, explaining, inter alia, the reasons for the Acquisition and why the Directors consider the Acquisition to be in the best interests of the Company and Shareholders as a whole and recommend that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting.
Furthermore, the Circular also contains details of the Debt Refinancing Agreement, under which, inter alia, BGF has agreed that GBP1.5 million of the loan notes currently held by it will be cancelled and the remaining GBP3.5 million loan notes will be purchased by MXCG (a wholly owned subsidiary of MXC Capital Limited) and their terms revised. The Company also announces, subject to satisfactory completion of the relevant regulatory checks, the proposed appointment on Completion of Andy Mills, current chairman of CloudCoCo, as Adept4's Chief Executive Officer.
Simon Duckworth, Non-Executive Chairman of Adept4, commented:
"We are delighted that, conditional on shareholder approval, we have agreed to acquire CloudCoCo. We are proposing to acquire a business which has expanded rapidly since establishment and, by harnessing CloudCoCo's proven and expe