28 Feb 2017 17:57
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND, NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN ACTUAL EXPERIENCE PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF ACTUAL EXPERIENCE PLC.
28 February 2017
Actual Experience plc
("Actual Experience" or the "Company")
Result of Placing
Actual Experience (AIM: ACT), the analytics as a service company, announces, further to the proposed placing announcement released earlier today, that the Bookbuild Process has been successful and is now closed. The Placing, which is conditional upon Shareholder approval at the General Meeting, will raise £17.5 million (before expenses) for the Company and £500k (before expenses) for the Selling Shareholders, through the issue of 7,100,000 New Ordinary Shares (including 100,000 Employee Option Shares) and the placing of 100,000 Director Shares, each at a price of £2.50 per Placing Share.
The Director Sellers, comprising two Directors and one PDMR of the Company, have confirmed they will sell 100,000 Director Shares in aggregate pursuant to the Placing, with the resultant shareholdings of each of the Director Sellers following Admission being as follows:
Number of Director Shares to be sold pursuant to the Placing | Resultant shareholding following Admission | Resultant percentage holding following Admission | |
Director | |||
Dave Page (Chief Executive Officer) | 40,000 | 1,932,368 | 4.33% |
Dr. Mark Reilly (Non-Executive Director) | 20,000 | 65,500 | 0.15% |
PDMR | |||
Professor Jonathan Pitts (Co-founder) | 40,000 | 1,879,750 | 4.21% |
The respective sales by each of the Director Sellers constitute related party transactions for the purposes of the AIM Rules. The Independent Directors, having consulted with the Company's nominated adviser, N+1 Singer, consider that the terms of each of the related party transactions in respect of the Director Sellers are fair and reasonable insofar as the Shareholders are concerned.
The following Shareholders (together, being the Substantial Shareholders) directly or indirectly holding as at the date of this Results Announcement 10 per cent. or more of the Existing Ordinary Shares are participating in the Placing:
Current shareholding | Current percentage holding | Resultant shareholding following Admission | Resultant percentage holding following Admission | |
IP Group | 9,343,223 | 24.90% | 9,928,384 | 22.25% |
Henderson Global Investors | 6,070,974 | 16.18% | 6,870,974 | 15.40% |
M&G | 5,563,157 | 14.83% | 6,615,674 | 14.82% |
The respective participations by each of the Substantial Shareholders constitute related party transactions for the purposes of the AIM Rules. The Directors, having consulted with the Company's nominated adviser, N+1 Singer, consider that the terms of each of the related party transactions by each of the Substantial Shareholders are fair and reasonable insofar as the Independent Shareholders are concerned.
Application will be made to the London Stock Exchange for the admission of the New Ordinary Shares to trading on AIM and dealings are expected to commence on 21 March 2017. Following Admission, the Company will have a total of 44,627,588 Ordinary Shares of 0.2p each in issue. This figure may be used by Shareholders 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 Company.
The Circular and Notice of General Meeting will be posted to Shareholders on 2 March 2017, following which the documents will also be available to download from the Company's website at www.actual-experience.com.
Enquiries:
Actual Experience plc | |
Dave Page, Chief Executive Officer Steve Bennetts, Chief Financial Officer | Via Alma PR |
N+1 Singer Advisory LLP | |
Shaun Dobson Lauren Kettle | Tel: +44 (0)207 496 3000 |
Alma PR | |
Josh Royston Robyn McConnachie | Tel: +44 (0)7780 901979 Tel: +44 (0)7540 706191 |
DEFINITIONS
In this Result Announcement the following words and expressions shall have the following meanings:
"Admission" | admission of the New Ordinary Shares to trading on AIM becoming effective in accordance with Rule 6 of the AIM Rules |
"AIM" | the AIM Market operated by the London Stock Exchange |
"AIM Rules" | the AIM Rules for Companies published by the London Stock Exchange from time to time |
"Bookbuild Process" | the process carried out by the Joint Bookrunners in seeking to procure Placees for the Placing Shares |
"Circular" | the circular to be issued by the Company to Shareholders setting out details of the placing and the Notice of General Meeting |
"Company" | Actual Experience plc, a company incorporated and registered in England and Wales under the Companies Act 1985 with registered number 06838738 |
"Directors" or "Board" | the directors of the Company |
"Director Sellers" | Dave Page, Mark Reilly and Professor Jonathan Pitts |
"Director Shares" | the 100,000 Existing Ordinary Shares held by the Director Sellers to be sold pursuant to the Placing |
"Employee Option Shares" | the 100,000 New Ordinary Shares to be issued to Employee Sellers following the exercise of options held by them prior to Admission and sold pursuant to the Placing |
"Employee Seller" | an employee of the Group who has confirmed his or her willingness to sell his or her Employee Option Shares pursuant to the Placing |
"Existing Ordinary Shares" | the 37,527,588 Ordinary Shares in issue at the date of this Results Announcement, all of which are admitted to trading on AIM |
"General Meeting" | the general meeting of the Company to be held at the offices of N+1 Singer, One Bartholomew Lane, London EC2N 2AX at 11.00 a.m. on 20 March 2017 |
"Group" | the Company and its subsidiary, Actual Experience, Inc. |
"Independent Directors" | the directors other than Dave Page and Mark Reilly |
"Independent Shareholders" | the Shareholders other than the Substantial Shareholders |
"London Stock Exchange" | London Stock Exchange plc |
"MAR" | Article 7 of EU Regulation 596/2014 |
"New Ordinary Shares" | the 7,100,000 new Ordinary Shares to be issued by the Company pursuant to the Placing, including the Employee Option Shares |
"Ordinary Shares" | ordinary shares of 0.2 pence each in the capital of the Company |
"PDMR" | a person discharging managerial responsibilities of the Company, as defined under MAR |
"Placee" | any person that has conditionally agreed to subscribe for Placing Shares |
"Placing" | the conditional placing of the Placing Shares by N+1 Singer, as agent on behalf of the Company and the Selling Shareholders, pursuant to the Placing Agreement |
"Placing Agreement" | the conditional agreement dated 28 February 2017 and made between (1) the Company, (2) N+1 Singer and (3) the Director Sellers in relation to the Placing |
"Placing Price" | 250 pence per Placing Share |
"Placing Shares" | the Ordinary Shares to be placed at the Placing Price, pursuant to the Placing, being the New Ordinary Shares and the Existing Director Shares |
"Results Announcement" | this announcement, detailing the result of the proposed Placing |
"Selling Shareholders" | the Director Sellers and the Employee Sellers |
"Shareholders" | holders of Ordinary Shares |
"Substantial Shareholders" | certain of the Shareholders each holding over 10 per cent. of the Existing Ordinary Shares, who are also participating in the Placing, being IP Group, Henderson Global Investors and M&G |
"UK" | the United Kingdom of Great Britain and Northern Ireland |