Last checked at 15 Jan 2019 07:00
THIS ANNOUNCEMENT, INCLUDING 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 OR ANY OF ITS TERRITORIES, CANADA, JAPAN, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA OR AUSTRALIA OR ANY OTHER STATE OR JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY NEW ORDINARY SHARES OF ALTITUDE GROUP PLC OR ANY OTHER ENTITY IN THE UNITED STATES OR ANY OF ITS TERRITORIES, CANADA, JAPAN, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA OR AUSTRALIA OR ANY OTHER STATE OR ANY OTHER 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 ALTITUDE GROUP PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF THE MARKET ABUSE REGULATION NO. 596/2014 ("MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN
15 January 2019
Altitude Group plc
("Altitude" or the "Company")
Closing of Placings to raise £9 million
Altitude Group plc (AIM: ALT), the operator of a leading marketplace for personalised products, is pleased to announce that, further to the announcement made on 11 January 2019 regarding the proposed placing of new Ordinary Shares and the Acquisition of AI Mastermind, the Company has conditionally placed 13,235,295 new Ordinary Shares at a price of 68 pence per Ordinary Share, raising gross proceeds of £9 million. The Company is pleased to report that the Placings were significantly oversubscribed and was supported by a number of new blue-chip institutional investors. The Company can also confirm that the acquisition of AI Mastermind will complete on completion of the First Placing and that therefore, in addition to the Placing Shares, the Company has all applied for the admission to trading of the 860,294 new Ordinary Shares (the "Consideration Shares") to be allotted and issued under the terms of the Acquisition Agreement at a price of 68 pence per share. The Placings comprise a firm placing of 5,334,525 Placing Shares and a conditional placing of 7,900,770 Placing Shares (the "Second Placing Shares"), the issue of which are subject to shareholder approval. The First Placing Shares are expected to be admitted to trading on 17 January 2019 and the Second Placing Shares are expected to be admitted to trading on 1 February 2019. The Placing Shares represent approximately 24.20% of the Company's current issued share capital.
Peter Hallett, Non-Executive Chairman of Altitude, commented:
"I am delighted to announce the successful conclusion of this fundraise with support from both existing and new shareholders. Altitude values the ongoing support it has received from its existing shareholders and welcomes the many new institutional investors as shareholders in the Company. The proceeds from the Placings will enable Altitude, via its acquisition of AI Mastermind, to successfully monetise the US$1.7 billion throughput revenue pipeline that exists within the AI Mastermind distributor member group from both the distributor and supplier side and deliver further value to shareholders."
Related Party Transactions
Certain Directors of the Company have, in aggregate, subscribed for 389,706 new Ordinary Shares (£265,000 at the Placing Price) in the Placings (the "Participating Directors")*.
The beneficial holdings of the Participating Directors before and after the Placings are set out below:
| Beneficial holding before the Placings | Placing Shares | Beneficial holding following the issue of the New Ordinary Shares | ||
| (shares) | (%) | (shares) | (shares) | (%) |
Peter Hallett | 231,337 | 0.42 | 73,529 | 304,866 | 0.44 |
Martin Varley | 12,132,559 | 22.18 | 147,059 | 12,279,618 | 17.85 |
Keith Edelman | - | - | 147,059 | 147,059 | 0.21 |
Graeme Couturier | 28,369 | 0.05 | 22,059 | 50,428 | 0.07 |
The participation of the Directors in the Placings constitutes a related party transaction for the purposes of Rule 13 of the AIM Rules for Companies.
Nichole Stella, Deborah Wilkinson and Gellan Watt, who are not participating in the Placings, are considered to be independent directors for the purposes of AIM Rule 13 ("Independent Directors"). As such the Independent Directors, having consulted with the Company's Nominated Adviser, consider the participation of the Participating Directors in the Placings to be fair and reasonable insofar as the Company's shareholders are concerned.
* Resultant Director shareholdings are based on First Admission and Second Admission and the latter therefore subject to successful Shareholder approval
Total Voting Rights
Application has been made to the London Stock Exchange for the Placing Shares and the Consideration Shares to be admitted to trading on AIM. It is expected that the First Placing Shares and the Consideration Shares will be admitted to trading at 8.00 a.m. on 17 January 2019. It is expected that the Second Placing Shares will be admitted to trading on or around 8.00 a.m. on 1 February 2019 and a further announcement confirming this will be made by the Company after the conclusion of the General Meeting on 31 January 2019.
After First Admission, the total number of Ordinary Shares in issue will be 60,884,453 and the total number of voting rights will therefore be 60,884,453. 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 share capital of the Company under the FCA's Disclosure and Transparency Rules.
After Second Admission, the total number of Ordinary Shares in issue will be 68,785,223 and the total number of voting rights will therefore be 68,785,223. 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 share capital of the Company under the FCA's Disclosure and Transparency Rules.
Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as defined in the Company's announcement released on 11 January 2019.
For further information please contact:
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Forward-looking statements
This announcement may include certain "forward-looking statements" and "forward-looking information" under applicable securities laws. Except for statements of historical fact, certain information contained herein constitutes forward-looking statements. Forward-looking statements are frequently characterised by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", and other similar words, or statements that certain events or conditions "may" or "will" occur. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are based on a number of assumptions and subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. Assumptions upon which such forward-looking statements are based include that all required third party regulatory and governmental approvals will be obtained. Many of these assumptions are based on factors and events that are not within the control of the Company and there is no assurance they will prove to be correct. Factors that could cause actual results to vary materially from results anticipated by such forward-looking statements include changes in market conditions and other risk factors discussed or referred to in this announcement and other documents filed with the applicable securities regulatory authorities. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. The Company undertakes no obligation to update forward-looking statements if circumstances or management's estimates or opinions should change except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking statements.
finnCap is authorised and regulated by the Financial Conduct Authority (the "FCA") in the United Kingdom. finnCap is acting exclusively for the Company and no one else in connection with the Bookbuilding Process and the Placings, and finnCap will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Bookbuilding Process or the Placings or any other matters referred to in this announcement.
No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by finnCap or by any of their respective affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.
No statement in this announcement is intended to be a profit forecast or estimate, and no statement in this announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.
The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.
The Placing Shares to be issued pursuant to the Placings will not be admitted to trading on any stock exchange other than on AIM of the London Stock Exchange.
Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.