14 May 2020 12:19
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATIONS (EU) NO. 596/2014 ("MAR").
14 May 2020
All Active Asset Capital Limited
("AAAC" or "the Company")
Options over warrants in Asimilar Group plc
The Board of AAAC announces that the Company has today been granted options ("the Options"), exercisable at the sole discretion of AAAC, to acquire a total of 20,500,000 warrants ("Warrants") in Asimilar Group plc ("Asimilar") from a range of investors. Of the 20,500,000 Warrants, 15,500,000 Warrants are exercisable at 6 pence per Asimilar share and 5,000,000 Warrants are exercisable at 18 pence per Asimilar share. These Warrants expire on 31 October 2020 and 30 September 2020 respectively. The Options will expire on the dates on which the Warrants expire.
The consideration payable by AAAC for the granting of the Options is £60,000, to be satisfied by the issue of 4,000,000 new ordinary shares in the Company at 1.5 pence per AAAC share ("the Consideration Shares").
The Options have been granted to AAAC by certain clients of Optiva Securities Limited, Peregrine & Black Investment Management Limited, Intrinsic Capital LLP and by Ramco Consultants Limited ("the Warrant Holders").
Should AAAC choose to exercise the Options in full and the Warrants are acquired in full, then under the terms of the Options, the Company would issue a total of 231,000,000 new ordinary shares in the Company to the Warrant Holders at a price of 1.5 pence per AAAC share.
Following the granting of the Options to AAAC, the interests of AAAC in Asimilar will comprise the following:
1. 240,000 warrants over new ordinary shares in Asimilar, the details of which were announced by AAAC on 20 March 2020;
2. options to acquire a further 21,700,000 warrants in Asimilar, comprising the Options announced today and an option to acquire a further 1,200,000 warrants in Asimilar, granted by Chris Akers and other warrant holders, as announced on 20 March 2020; and
3. 1,200,000 shares in Asimilar, the details of which were announced by AAAC on 30 March 2020.
Application will be made for the 4,000,000 Consideration Shares to be admitted to trading on AIM ("Admission") and the date on which Admission is expected to become effective is on or around 20 May 2020.
Upon Admission, the Company's issued ordinary share capital will consist of 694,076,072 ordinary shares with one voting right each. The Company does not hold any ordinary shares in treasury. Therefore, the total number of ordinary shares and voting rights in the Company will be 694,076,072. With effect from Admission, this figure may be used by Shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company.
About Asimilar Group plc
Asimilar is an AIM-quoted technology-focused investing company whose investing policy is to invest in businesses which have the potential to deliver significant returns. It focuses on opportunities in the Big Data, Machine Learning, Telematics and Internet of Things sectors.
Asimilar's shares were suspended from trading on AIM on 14 February 2020, due to Asimilar seeking to make a potential investment in Sentiance NV ("Sentiance"), which is intended to be comprised of a 9.3% new equity stake, with options which would increase its holding to up to 35.9% of Sentiance's enlarged issued share capital (the "Potential Sentiance Investment"). Sentiance is a Belgian private company headquartered in Antwerp which is in the business of developing artificial intelligence software, machine learning and contextual behavioural data science.
Asimilar's Potential Sentiance Investment will be classified as a reverse takeover under the AIM Rules due to the aggregate size of this potential investment relative to Asimilar's existing portfolio. The price per share at which Asimilar's shares were suspended on 14 February 2020 was 47.5 pence. On 12 March 2020, Asimilar announced a placing to raise £7.5 million at a price of 60 pence per share (the "Asimilar Placing"), which is conditional on a number of matters, including Asimilar's enlarged share capital being admitted to trading on AIM. There can be no guarantee that Asimilar's Potential Sentiance Investment and the Asimilar Placing will be completed, or of the final terms and timing of these transactions.
For its financial year ended 30 September 2019, Asimilar reported an audited loss after tax of £731,784 (2018: loss £1,105,214). As at 30 September 2019, Asimilar's audited gross assets were £2,995,972 (2018: £3,441,504) and the net fair value of investments held was £2,684,091 (2018: £3,083,995). For additional information please visit www.asimilargroup.com.
For further information:
All Active Asset Capital Limited
James Normand, Executive Chairman
Tel: +44(0) 7779 799431
www.aaacap.com
Allenby Capital Limited (Nominated Adviser and Joint Broker)
Nick Athanas / Alex Brearley
Tel: +44 (0) 203 328 5656
www.allenbycapital.com
Buchanan Communications (Financial PR)
Richard Oldworth
Tel: +44 (0) 7710 130634
www.buchanan.uk.com
Notes for editors about AAAC
AAAC is an investment company that was established as a platform for investors looking to access growing markets in the Asia-Pacific region. In October 2019 the Company broadened the geographical range of its investing policy to include Europe. The Company's investing policy includes the creation of a portfolio of companies with at least a majority of operations (or early-stage companies that intend to have at least a majority of their operations) in Europe or the Asia-Pacific region in industries with high growth potential including, but not limited to, agriculture, forestry and plantations, mining, natural resources, property, and/or technology.
AAAC holds warrants, options and shares in Asimilar Group plc ('Asimilar'). Asimilar is an AIM-quoted technology-focused investing company whose investing policy is to invest in businesses which have the potential to deliver significant returns. It focuses on opportunities in the Big Data, Machine Learning, Telematics and Internet of Things sectors.
AAAC's remaining investment in the Asia-Pacific region is a 7% holding in Myanmar Allure Group Co., Ltd. ("MAG"), which owns and operates the Allure Resort, a combined hotel, resort and gaming facility located in Tachileik province, Myanmar.
AAAC is publicly quoted and its shares are traded on the AIM market, which is operated by the London Stock Exchange.
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