Bigblu Broadb. Regulatory News (BBB)

RNS Number : 1619M

Satellite Solutions Wldwide Grp PLC

26 April 2018

 

 

 

Satellite Solutions Worldwide Group plc

("SSW" or the "Company")

 

Proposed Acquisition of Open Sky S.R.L. and SAT Internet Services GMBH

 

Proposed Placing to raise £12.0m

 

Notice of General Meeting

 

Satellite Solutions Worldwide Group plc (AIM: SAT), a leading provider of alternative fast broadband services, announces the proposed acquisition of Open Sky S.R.L. ("Open Sky") and Sat Internet Services GMBH ("Sat Internet") (the "Acquisitions") for a total consideration of €11.0m, to be satisfied by €9.0m in cash and €2.0m in new Ordinary Shares in the Company.

 

The Company also announces the proposed placing of new Ordinary Shares to raise gross proceeds of approximately £12.0 million (the "Placing") at 8.5 pence per Ordinary Share, representing a premium of 4.3% to the closing mid-price on 25 April 2018, to fund the Acquisitions as well as associated fees, working capital for the Company and potential future bolt-on acquisitions.

 

Acquisition Highlights

· Acquisition of Open Sky, a leading satellite broadband provider in Italy with c. 14,500 customers, for a total consideration of €5.0m, comprising €4.0m of cash and €1.0m of new Ordinary Shares in the Company. For the 12 months to 31 December 2017, Open Sky reported revenue and EBITDA of €10.3m and €0.9m respectively.

· Acquisition of Sat Internet, a well-established provider of satellite broadband based in Germany, with c. 6,000 customers in Germany and Austria and a further c. 500 customers in Portugal, for a total consideration of €6.0m, comprising €5.0m of cash and €1.0m of new Ordinary Shares in the Company. For the 12 months to 31 December 2017, Sat Internet reported revenue and EBITDA of €4.8m and €0.7m respectively.

· Both Acquisitions represent new territories for the Company and will form new hubs with a combined customer base of c. 21,000 taking the Company to c. 121,000 customers worldwide whilst adding significantly to SSW's operational footprint and scale within Europe.

· The Acquisitions are expected to be earnings enhancing with a positive free cash flow contribution.

 

· Further earnings enhancement will be targeted from cost-synergies post integration of the Acquisitions, increased operational leverage and scale efficiencies, as well as the potential for future bolt-on acquisitions.

 

EuroBroadband JV

SSW's growth plans across Germany and Italy are expected to be further amplified by SSW's agreement with EuroBroadband JV ("EBB JV"), which the Company understands has plans to commence selling new products through SSW in Germany and Italy. The EBB JV is already live in Spain, Norway, Sweden, Finland and Poland with increasing traction expected to accelerate revenue through fully funded marketing and Viasat's expertise in sales management and product delivery. 

Placing Highlights

The Company has conditionally raised gross proceeds of approximately £12.0 million through the Placing at 8.5 pence per Ordinary Share from investors, including a significant investment of £5.0 million from Christopher Mills (through North Atlantic Smaller Companies Investment Trust plc. Christopher Mills is a director and shareholder of North Atlantic Smaller Companies Investment Trust plc as described in paragraph 13 of this announcement). Completion of the Placing is subject to, amongst other things, shareholder approval and a circular will be published and sent to shareholders later today.

 

The Placing proceeds are expected to be used as follows:

· Approximately £3.5* million to fund the acquisition of Open Sky;

· Approximately £4.4* million to fund the acquisition of Sat Internet;

· Approximately £3.0 million to fund bolt-on acquisitions and general working capital for SSW; and

· Approximately £1.0 million to fund fees associated with the Acquisitions, Placing and Admission.

 

*Based on GBP to EUR exchange rate of 1.14 as at 25 April 2018

 

Continued HSBC Support

On 2 March 2017, the Company announced that it had entered into a five-year £5.0 million revolving credit facility with HSBC Bank plc ("HSBC"). On 25 April 2018, the Company and HSBC agreed to increase the amount of the facility by £3.25 million, such that the aggregate amount of the facility is now £8.25 million. The increase in the facility can be used for general working capital purposes and to fund further bolt-on acquisitions.

 

Andrew Walwyn, CEO of SSW, commented: "This is a significant landmark in the Company's development and ensures that we are strongly positioned to continue to drive growth. Both Open Sky and Sat Internet are high quality businesses and we look forward to working with them as part of a significantly enlarged group. Both will form new hubs for the business with operations in Italy, Germany and Portugal, which we view as attractive growth markets. The Acquisitions are earnings enhancing and we believe we can deliver further shareholder value by securing bolt-on acquisitions within these territories as well as within SSW's existing regions.

 

"These two Acquisitions complete our footprint expansion across Europe and we will now focus on integrating these Acquisitions and driving organic growth across the enlarged business. The contract with the EBB JV will be key to this organic growth and this relationship is developing well.

 

"We are delighted with the continued support from existing shareholders, as well as HSBC with whom we have extended our credit facility. We look forward to welcoming Christopher Mills to the Board and his knowledge and experience of working with growth companies will be highly valuable to the Company.

 

"The Board is therefore looking ahead to the future with confidence and in order to reflect the global growth opportunities ahead, we intend to change the Company's name to Bigblu Broadband plc."

 

 

 

Contacts:

Satellite Solutions Worldwide Group PLC	www.satellitesolutionsworldwide.com
Andrew Walwyn, Chief Executive Officer	Via Walbrook PR
Numis Securities (Nomad and broker) Oliver Hardy (Corporate Advisory) James Black / Jonathan Abbott (Corporate Broking)	Tel: +44 (0)20 7260 1000
Walbrook PR (PR advisers)	Tel: +44 (0)20 7933 8780
Paul Cornelius / Nick Rome/ Sam Allen	or ssw@walbrookpr.com

This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section of this Announcement.

 

This Announcement contains inside information which is disclosed in accordance with the Market Abuse Regulation which came into effect on 3 July 2016.

 

About SSW

 

Established in 2008, the Group specialises in the provision of alternative fast broadband for premises located in areas where there are poor wired broadband speeds. With customers in 30 countries, SSW uses satellite and fixed wireless broadband technologies to connect users who are either unserved or underserved.

 

SSW's solutions target B2C and B2B users, and the Company has products developed specifically for consumers, business and government markets. SSW operates a number of brands such as Europasat (satellite broadband services in Europe), Breiband (Nordics), SkyMesh (Australia) and Quickline Communications (fixed wireless services in the UK) and is a leading provider of fast broadband internet services via satellite and fixed wireless services.

 

The 2015 listing on the AIM market of the London Stock Exchange, together with funding and support from BGF and other investors in 2016 and 2017, means the Company now enjoys strong organic growth and recurring revenues, complementing its acquisition strategy.

 

Working closely with satellite owners and operators, SSW targets customers in the 'digital divide' with solutions that deliver up to 40 Mbps satellite based broadband services or fixed wireless to premises, whether residential, commercial or industrial across Europe and Australia, irrespective of location or local infrastructure.

 

 

 

1. Introduction

 

The Company announces the proposed acquisitions of:

· Open Sky, a leading supplier of satellite broadband services in Italy with approximately 14,500 customers for a total consideration of €5.0m (subject to adjustment), to be satisfied by €4.0m in cash and €1.0m in Ordinary Shares in the Company; and

· Sat Internet, one of Germany's leading satellite broadband operators with approximately 6,000 customers in Germany and Austria and approximately 500 additional customers in Portugal for a total consideration of €6.0m (subject to adjustment), to be satisfied by €5.0m in cash and €1.0m in Ordinary Shares in the Company.

 

The Company also announces its intention to raise gross proceeds of approximately £12.0 million by way of a Placing of 141,400,004 new Ordinary Shares at a price of 8.5 pence per new Ordinary Share. The Placing is conditional upon, amongst other things, Shareholder approval which will be sought at a general meeting of the Company to be held at the offices of Shepherd and Wedderburn LLP, Condor House, 10 St Paul's Churchyard, London EC4M 8AL at 10.00 a.m. on 14 May 2018 (the "General Meeting"). The Circular containing, amongst other things, the notice of the General Meeting, is expected to be published and despatched later today. The Acquisitions are conditional upon (amongst other things) completion of the Placing and Admission.

 

2. Background

 

Since admission to AIM in 2015, SSW has grown significantly and achieved its stated strategy of delivering alternative super-fast broadband to over 100,000 global customers. Furthermore, the market opportunity for SSW's products and services continues to expand as government regulation set to come in 2020 and beyond is expected to further increase demand for super-fast broadband across Europe and internationally where traditional broadband supply is seen as being either technically challenging or uneconomic to deliver.

 

SSW has now established itself as a leading provider of super-fast broadband and these two complementary Acquisitions have been identified to expand the Company's operational footprint in Europe. Both Acquisitions have strong local management teams that are highly regarded by the Board and are expected to remain within their business units following the Acquisitions to drive future growth.

 

The Directors believe that following the completion of these two Acquisitions, SSW will be well positioned to deliver a total last-mile broadband solution across the major markets in Europe, using either satellite or fixed wireless technology. The Directors consider that this will enable the Company to deliver the most economic and efficient solution to generate further organic revenue growth and operating margin expansion.

 

 

 

3. Acquisition of Open Sky

 

3.1 Introduction

 

Open Sky is a leading satellite broadband provider in Italy offering satellite, fixed wireless, and fixed line internet to a customer base of approximately 14,500 customers (split approximately 74% B2C and 26% B2B). The business is well established with an operational presence focused in the North of Italy, led by an experienced managing director who will be retained within the business post-acquisition.

 

Key Open Sky financials	2017A
Revenue	€10.3m
Gross profit	€3.6m
Gross margin	35%
EBITDA	€0.9m
EBITDA margin	9%

Source: Financials for the year ended 31 December 2017 extracted from reported financial accounts.

 

3.2 Acquisition rationale

 

Italy has an estimated 3.6 million households with broadband speeds of less than 4Mbps, which represents a large addressable market for companies like Open Sky who can provide reliable, super-fast broadband solutions.

 

The growth plan across Italy will be further amplified by SSW's agreement with the EBB JV, which the Company understands has plans to commence selling new products through SSW in Italy, will further underpin customer and revenue growth. Synergy benefits associated with scale efficiencies through cost-integration and operational leverage are also anticipated. The Directors further believe that the launch of Open Sky's new "COMBO" product, a product typically sold on a 36 month contract targeting businesses that combines hybrid satellite connections with wireless/ADSL failover, offers strong growth potential.

 

The Board therefore believes that Italy is a key European growth market with strong revenue growth potential in which SSW currently does not have a footprint and intends to create a new regional hub in Italy as a platform from which to grow organically and add further scale via bolt-on acquisitions across the region.

 

3.3 Open Sky acquisition consideration

 

The initial consideration for Open Sky is €5.0 million on a debt free/cash basis. The initial consideration comprises €3.0 million to be paid in cash, and the allotment and issue (credited as fully paid) of €1.0 million in Ordinary Shares of the Company, to be issued on completion, with deferred consideration of €1.0 million to be paid in cash on the date which is six months following the date of completion. The initial consideration is subject to downward or upward adjustment following the preparation of completion accounts.

 

In addition, there is an earn-out to be satisfied in cash and is subject to certain EBITDA targets (including those specifically related to specific products) being satisfied by Open Sky during the two consecutive 12-month periods following completion of the Acquisition (€1.4 million in Year 1 and €1.7 million in Year 2). Consideration under the earn-out is capped at €1.0 million.

 

3.4 Open Sky Acquisition Agreement

 

On 26 April 2018, the Purchaser entered into the Open Sky Acquisition Agreement with the Open Sky Sellers pursuant to which the Purchaser has conditionally agreed to acquire the entire issued share capital of Open Sky for (i) a target initial cash consideration of €3.0 million ("Open Sky Provisional Cash Consideration") which will be paid by the Purchaser to the Open Sky Sellers at completion of the Open Sky Acquisition; (ii) the allotment and issue, credited as fully paid, to the Open Sky Sellers by the Company of the Open Sky Consideration Shares (such shares having a value of €1.0 million at the Placing Price) at completion of the Open Sky Acquisition; and (iii) a deferred cash element of €1.0 million which will be payable on the date which is six months following the date of completion of the Open Sky Acquisition ((i), (ii) and (iii) being together the "Open Sky Initial Consideration"). The Open Sky Provisional Cash Consideration is subject to downward or upward adjustment following the preparation of completion accounts. In addition, the Purchaser has agreed to pay the Open Sky Sellers further cash consideration payments ("Open Sky Earnout Payments"), subject to certain EBITDA targets (including those related to specific products) being satisfied by Open Sky during the two consecutive 12 month periods following completion of the Open Sky Acquisition. The Open Sky Earnout Payments will not exceed €1.0 million in aggregate. The maximum aggregate consideration payable by the Purchaser for Open Sky (that is to say, the Open Sky Initial Consideration (as adjusted) plus the Open Sky Earnout Payments) is capped at €7.0 million. The Open Sky Sellers have given customary warranties to the Purchaser, subject to certain caps and limitations. Completion of the Open Sky Acquisition Agreement is conditional upon (amongst other things) Admission.

 

3.5 Lock up arrangements with the Open Sky Sellers

 

Each Open Sky Seller has also agreed that he/she: (i) will not, without the prior written consent of Numis and the Company, dispose of any Ordinary Shares held by him/her (including Open Sky Consideration Shares) in the 12 month period following Admission ("First Restricted Period"); and (ii) will only dispose of Ordinary Shares in the 12 month period following the end of the First Restricted Period through the Company's broker and in such orderly manner as the Company's broker shall determine. Such lock-up undertakings are subject to certain customary exceptions.

 

4. Acquisition of Sat Internet

 

4.1 Introduction

Sat Internet is a well-established provider of satellite broadband based in Germany, with c. 6,000 customers in Germany and Austria and a further c. 500 customers in Portugal. The business provides satellite broadband services to both residential and business customers.

 

Key Sat Internet financials	2017A
Revenue	€4.8m
Gross profit	€1.7m
Gross margin	35%
EBITDA	€0.7m
EBITDA margin	14%

Source: Financials for the year ended 31 December 2017 extracted from individual audited accounts.

 

 

 

4.2 Acquisition rationale

 

Germany is the largest economy in the EU, with a high GDP and a high number of rural households with approximately 3.9m households with internet speeds of less than 4Mbps. The Directors believe this represents a large addressable market for alternative super-fast broadband providers such as Sat Internet.

 

Unlike the UK, the German government has yet to adopt any form of subsidy scheme to promote alternative broadband connectivity but has announced significant investment into broadband infrastructure in the years up to 2020, of which a proportion is expected to filter down to alternative broadband technologies.

 

The growth plan across Germany will be further amplified by SSW's agreement with the EBB JV, which the Company understands has plans to commence selling new products through SSW in Germany, will further underpin customer and revenue growth. Synergy benefits associated with scale efficiencies through cost-integration and operational leverage are also anticipated.

 

The Board therefore believes that Germany is a key European market with attractive growth characteristics in which SSW currently does not have a footprint and intends to create a new regional hub in Germany as a platform from which to grow organically and add further scale via bolt-on acquisitions across the region.

 

4.3 SAT Internet acquisition consideration

 

The initial consideration for Sat Internet is €6.0 million on a debt free/cash free basis. The initial consideration for the acquisition comprises €4.5 million, to be paid in cash, and the allotment and issue (credited as fully paid) of €1.0 million in Ordinary Shares of the Company, to be issued on completion, with deferred consideration of €0.5 million to be paid in cash on the date which is six months following the date of completion. The initial consideration is subject to downward or upward adjustment following the preparation of completion accounts.

 

In addition, there is an earn out to be satisfied in cash, which is subject to Sat Internet exceeding an EBITDA target of €0.75 million in the first 12 months following completion of the Acquisition. The total consideration for Sat Internet, comprising the initial consideration and the earn-out, is capped at €7.0m.

 

4.4 Sat Internet Acquisition Agreement

 

On 26 April 2018, the Purchaser entered into the Sat Internet Acquisition Agreement with the Sat Internet Seller pursuant to which the Purchaser has conditionally agreed to acquire the entire issued share capital of Sat Internet in consideration for (i) an initial cash consideration of €4.5 million ("Sat Internet Provisional Cash Consideration") which will be paid by the Purchaser to the Sat Internet Seller at completion of the Sat Internet Acquisition; (ii) the allotment and issue (credited as fully paid) to the Sat Internet Seller by the Company of the Sat Internet Consideration Shares (such shares having a value of €1.0 million at the Placing Price) at completion of the Sat Internet Acquisition; and (iii) a deferred cash element of €500,000 which will be payable on the six month anniversary of completion of the Sat Internet Acquisition ((i), (ii) and (iii) being together the "Sat Internet Initial Consideration"). The Sat Internet Provisional Cash Consideration is subject to downward or upward adjustment following the preparation of completion accounts. In addition, the Purchaser has agreed to pay the Sat Internet Seller a further cash consideration payment ("Sat Internet Earnout Payment"), subject to certain EBITDA targets being satisfied by Sat Internet during the 12 month period following completion of the Sat Internet Acquisition such that, to the extent that the EBITDA (as calculated and adjusted pursuant to Sat Internet Acquisition Agreement) of Sat Internet exceeds €750,000 for the relevant period, the Purchaser will pay the Sat Internet Seller an amount equal to 70% of such excess. The maximum aggregate consideration payable by the Purchaser for Sat Internet (that is to say, the Sat Internet Initial Consideration (as adjusted) plus the amount of Sat Internet Earnout Payment) is capped at €7.0 million. The Sat Internet Seller has given certain standard warranties and indemnities (under German law) to the Purchaser, subject to certain caps and limitations. Completion of the Sat Internet Acquisition Agreement is conditional upon (amongst other things) Admission.

 

4.5 Lock up arrangements with the Sat Internet Seller

 

The Sat Internet Seller has also agreed that it: (i) will not, without the prior written consent of Numis and the Company, dispose of any Ordinary Shares held by it (including Sat Internet Consideration Shares) in the First Restricted Period; and (ii) will only dispose of Ordinary Shares in the 12 month period following the end of the First Restricted Period through the Company's broker and in such orderly manner as the Company's broker shall determine. Such lock-up undertakings are subject to certain customary exceptions.

 

5. Financial impact of the Acquisitions

 

The Acquisitions will result in SSW having pro forma customer numbers of approximately 121,000, with an immediate positive impact on revenue and EBITDA (for the 12 months to December 2017 the aggregate revenue and EBITDA of Open Sky and Sat Internet were €15.1m and €1.6m respectively).

 

The Acquisitions are therefore expected to be enhancing to adjusted earnings** in the first year post-acquisition, taking into account the full impact of the Placing and the Consideration Shares. Furthermore, the Company is targeting enhanced financial returns from the Acquisitions as a result of EBB JV sales in both regions, generating scale efficiencies through cost-integration and operational leverage, as well as deploying capital from the Placing into bolt-on acquisitions.

 

** Based on adjusted earnings (excluding exceptional costs, share based payments and amortisation).

 

6. Bolt-on acquisitions

 

The Company has a pipeline of bolt-on acquisition opportunities which it is currently exploring. This includes a small number of opportunities which are most likely to be in SSW European hubs including in Italy and Germany. The Company is currently targeting a small number of bolt-on acquisitions in the second half of 2018. Approximately £1.5 million of the Placing proceeds are expected to made available for funding the consideration, including associated costs, of bolt-on acquisitions. There can be no assurance that these or any other acquisitions will be successfully completed.

 

7. Use of Placing proceeds

 

The Company has conditionally raised gross proceeds of £12.0 million through the Placing. The Placing proceeds are expected to be used as follows:

· Approximately £3.5 million to fund the acquisition of Open Sky*;

· Approximately £4.4 million to fund the acquisition of Sat Internet*;

· Approximately £3.0 million to fund bolt-on acquisitions and general working capital for SSW; and

· Approximately £1.0 million to fund fees associated with the Acquisitions, Placing and Admission.

 

The figures above are approximate (and could be subject to change) and represent the Directors' best estimate as at the date of this document.

 

8. Current trading

 

The Company published its preliminary results for the year ended 30 November 2017 on 26 March 2018. Trading since the Company's financial year-end has been in line with the Board's expectations. The roll-out of the hybrid retail agreement with the EBB JV (announced by the Company 5 December 2017) has started and is currently live in five territories, comprising Norway, Poland, Sweden, Finland and Spain. The Board expects further progress from this agreement throughout the remainder of 2018. The Board is pleased to confirm that the EBB JV is planning to launch in Italy and Germany. The Acquisitions significantly enhance the size of the Group and the Company is making progress towards reaching its medium-term target of 150,000 customers.

 

9. HSBC revolving credit facility

 

On 2 March 2017, the Company announced that it had entered into a five-year £5.0 million revolving credit facility with HSBC Bank plc ("HSBC"). On 25 April 2018, the Company and HSBC agreed to increase the amount of the facility by £3.25 million, such that the aggregate amount of the facility is now £8.25 million. The increase in the facility can be used for general working capital purposes and to fund further bolt-on acquisitions.

 

10. Details of the Placing

 

The Company proposes to raise gross proceeds of £12 million through the issue of 141,400,004 Placing Shares at the Placing Price by way of a placing to certain institutions. The Placing Shares will represent approximately 16.7% of the Company's Enlarged Share Capital immediately following Admission. Following completion of the Placing and Acquisitions, the Company's Enlarged Share Capital will be 844,650,090.

 

The Board believes that raising equity finance using the flexibility provided by a non-pre-emptive placing is the most appropriate and optimal structure for the Company at this time. This allows certain institutional investors the opportunity to participate in the Placing and avoids the requirement for a prospectus, which is a costly and time consuming process. It also facilitates the timely completion of the Acquisitions.

 

The Placing Shares when issued will rank pari passu with the Ordinary Shares and will rank in full for any dividends and distributions paid or made in respect of the Ordinary Shares following Admission.

Application will be made for the Placing Shares and the Consideration Shares to be admitted to trading on AIM. It is expected that dealings in the Placing Shares and the Consideration Shares will commence on AIM on 15 May 2018.

 

The Placing Agreement is conditional upon (amongst other things) the satisfaction of the following conditions:

o the passing of the Resolutions to be proposed at the General Meeting;

o Admission taking place no later than 8.00 am 15 May 2018 (or such later time and date as the Company and Numis may agree being no later than 8.30am on 6 June 2018);

o there being no breach of warranty in the Placing Agreement prior to Admission;

o the performance by the Company of its obligations under the Placing Agreement and/or other terms or conditions to the Placing prior to Admission; and

o each of the Open Sky Acquisition Agreement and the Sat Internet Acquisition Agreement having become unconditional save for: (i) Admission; and (ii) any condition(s) relating to the Placing Agreement having become unconditional or not having terminated prior to Admission (iii) payment of the consideration.

 

The Placing Agreement contains certain customary warranties from the Company in favour of Numis in relation to, inter alia, the accuracy of the information contained in this document and certain other matters relating to the Group and its business. In addition, the Company has given certain undertakings to Numis and has agreed to indemnify Numis in relation to certain customary liabilities they may incur in respect of the Placing. Numis has the right to terminate the Placing Agreement in certain circumstances prior to Admission including inter alia: (i) for certain force majeure events or other events involving certain material adverse changes or prospective material adverse changes relating to the Group; or (ii) in the event of a breach of the warranties or other obligations of the Company set out in the Placing Agreement.

 

Under the Placing Agreement the Company has agreed to pay certain fees and commission to Numis and certain other costs and expenses in connection with the Placing and Admission.

 

11. Director share dealings

 

Directors participation in the Placing

Michael Tobin, Chairman, has agreed to subscribe for 100,004 Placing Shares at the Placing Price. The number of Ordinary Shares held by Mr Tobin, as at the date of this announcement, is 1,702,666. The number of Ordinary Shares expected to be held by Mr Tobin immediately following Admission is 1,802,670.

 

Sale by Directors

In order to satisfy high levels of institutional demand for the Placing, the following Directors have agreed to sell in aggregate 11,000,000 Ordinary Shares ("Sale Shares") at the Placing Price as follows:

 

Director	Position	Number of Ordinary Shares held as at the date of this announcement	Number of Sale Shares to be sold	Number of Ordinary Shares held immediately following the sale	% of Existing Share Capital immediately following the sale
Andrew Walwyn	CEO	49,526,572	5,000,000	44,526,572	6.5%
Simon Clifton	CTO	33,990,450	6,000,000	27,990,450	4.1%

 

The sale of the Sale Shares is not part of the Placing and the Sale Shares are not included within the Placing Shares. The Sale Shares are being acquired by Christopher Mills through North Atlantic Smaller Companies Investment Trust plc.

 

12. BGF investment in the Placing

BGF Investments LP ("BGF") has agreed to subscribe for 18,000,000 Placing Shares pursuant to the Placing. Immediately following Admission, it is envisaged that BGF will hold 68,166,666 Ordinary Shares representing approximately 8.1% of the Enlarged Share Capital.

 

 

 

13. Appointment of Christopher Mills to the Board and investment in the Placing

 

Christopher Mills will be appointed to the Board of the Company as a non-executive director with effect from 24 May 2018.

 

Mr Mills founded Harwood Capital Management in 2011, a successor from its former parent company JO Hambro Capital Management, which he co-founded in 1993. He is investment manager of North Atlantic Smaller Companies Investment Trust plc and is non-executive director of several companies, including Augean plc, EKF Diagnostics Holdings plc, Goals Soccer Centres plc, Journey Group plc, Ten Entertainment Group plc and MJ Gleeson plc. Previously, Mr Mills was a director of Invesco MIM, where he was head of North American investments and venture capital, and of Samuel Montagu International.

 

As at the date of this announcement Mr Mills is directly and indirectly interested in a total of 120,750,000 Ordinary Shares representing 17.7% of the Company's issued share capital. 20,000,000 of these Ordinary Shares are held by North Atlantic Smaller Companies Investment Trust plc, 100,000,000 Ordinary Shares are held by Oryx International Growth Fund Limited and 750,000 Ordinary Shares are held by Harwood Capital LLP. Mr Mills is a connected party to these entities as he is a shareholder and director of both North Atlantic Smaller Companies Investment Trust plc and Oryx International Growth Fund Limited, and is a partner and Chief Investment Officer of Harwood Capital LLP. Harwood Capital LLP is the investment manager to Atlantic Smaller Companies Investment Trust plc and investment adviser to Oryx International Growth Fund Limited.

 

The information required by Schedule 2(g) of the AIM Rules for Companies in connection with the appointment of Mr Mills to the Board can be found in the schedule to this announcement.

 

14. Related Party Transaction

 

Christopher Mills, through North Atlantic Smaller Companies Investment Trust plc, has agreed to subscribe for 59,000,000 Placing Shares in the Placing. Due to the size of Mr Mills' existing holding of 120,750,000 Ordinary Shares in the capital of the Company (including both direct and indirect interests), this transaction is considered to be a related party transaction pursuant to Rule 13 of the AIM Rules. The Directors consider, having consulted with Numis, that the terms of Mr Mills' participation in the Placing (through North Atlantic Smaller Companies Investment Trust plc) are fair and reasonable insofar as shareholders of the Company are concerned. Immediately following Admission, it is envisaged that Mr Mills will be directly and indirectly interested in a total of 190,750,000 Ordinary Shares representing approximately 22.6% of the Enlarged Share Capital as set out in the table below.

 

 

 

Shareholder entity	Number of Sale Shares acquired	Number of Placing Shares subscribed for	Number of Ordinary Shares held immediately following Admission	Percentage of Enlarged Ordinary Share Capital
North Atlantic Smaller Companies Investment Trust plc	11,000,000	59,000,000	90,000,000	10.7%
Oryx International Growth Fund Limited	-	-	100,000,000	11.8%
Harwood Capital LLP	-	-	750,000	0.1%
Total	11,000,000	59,000,000	190,750,000	22.6%

 

15. Proposed share consolidation

 

As at the date of this Announcement, the Company has 682,610,252 Ordinary Shares in issue. The Company is proposing to reorganise its share capital by way of a consolidation. Upon implementation of the consolidation, every 15 Ordinary Shares then in issue will be consolidated into 1 new ordinary share of 15 pence ("Consolidated Share"). Shareholders with a holding of Ordinary Shares which is not exactly divisible by 15 at the relevant time will have their holdings rounded down to the nearest whole number of Consolidated Shares. Approval will be sought from Shareholders at the Company's Annual General Meeting due to take place on 23 May 2018 and, subject to shareholder approval, the consolidation is expected to become effective shortly thereafter.

 

The Board believes that the share consolidation will result in a more appropriate number of shares in issue for a company of SSW's size in the UK market. The share consolidation may also help to make the consolidated shares more attractive to future investors and may result in a narrowing of the bid / offer spread, thereby improving liquidity whilst also lowering price volatility.

 

16. Proposed change of name

 

The Company announces that on the date of the forthcoming Annual General Meeting, proposed to be convened for 23 May 2018, the Directors intend, in accordance with the Company's articles of association, to resolve to change the name of the Company from Satellite Solutions Worldwide Group plc to Bigblu Broadband plc to better reflect its global services and operations. The change of name will become effective upon the issue of a certificate of incorporation on change of name by the Registrar of Companies, which is expected to occur shortly after the AGM.

 

Historically, the Company's core competency has been satellite broadband. However, the Company is fundamentally technology agnostic and now operates a portfolio of different technologies, including but not limited to, satellite, fixed wireless and cellular 4G/5G to deliver turnkey alternative broadband solutions to achieve maximum coverage and market penetration with profitable delivery.

 

Therefore, to truly capitalise on the Company's brand identity, the Board has decided to focus on one brand across multiple regions as opposed to using the individual operating names of the 18 companies acquired over the past three years in seven countries. Bigblu Broadband will unite all the operating brands with a view to enhancing the Group's profile across the countries in which it operates.

 

 

 

17. Publication of circular

 

A circular containing a notice convening a general meeting for shareholders on 14 May 2018 is expected to be published and posted shortly and available on the Company's website at www.satellitesolutionsworldwide.com.

 

 

 

IMPORTANT NOTICES

 

The distribution of this Announcement and/or the Placing and/or issue of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, Numis, or any of their respective affiliates, agents, directors, officers or employees that would, or which is intended to, permit a public offer of the Placing Shares in any jurisdiction or the possession or distribution of this Announcement or any other offering or publicity material relating to the Placing Shares in any jurisdiction where action for that purpose is required. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. Persons into whose possession this Announcement comes are required by the Company and Numis to inform themselves about, and to observe any such restrictions.

 

No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Prospectus Directive) to be published.

 

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND THE INFORMATION CONTAINED HEREIN, IS FOR INFORMATION PURPOSES ONLY, IS NOT INTENDED TO AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO PURCHASE OR SUBSCRIBE FOR, UNDERWRITE, SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE, SELL, ACQUIRE, DISPOSE OF THE PLACING SHARES OR ANY OTHER SECURITY IN THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR IN ANY JURISDICTION IN WHICH, OR TO ANY PERSONS TO WHOM, SUCH OFFERING, SOLICITATION OR SALE WOULD BE UNLAWFUL.

 

This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. Any investment decision to buy Placing Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by Numis.

 

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States. The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares; the relevant clearances have not been and will not be obtained for any applicable body in New Zealand in relation to the Placing Shares and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, New Zealand, Canada, Japan or the Republic of South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, New Zealand, Canada, Japan or the Republic of South Africa or any other jurisdiction outside the United Kingdom.

 

Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any action.

 

By participating in Placing, each person who is invited to and who chooses to participate in the Placing (a "Placee") by making an oral and legally binding offer to acquire Placing Shares will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in the Appendix.

 

This Announcement may contain and the Company may make verbal statements containing "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company, including amongst other things, United Kingdom domestic and global economic business conditions, market-related risks such as fluctuations in interest rates and exchange rates, the policies and actions of governmental and regulatory authorities, the effect of competition, inflation, deflation, the timing effect and other uncertainties of future acquisitions or combinations within relevant industries, the effect of tax and other legislation and other regulations in the jurisdictions in which the Company and its respective affiliates operate, the effect of volatility in the equity, capital and credit markets on the Company's profitability and ability to access capital and credit, a decline in the Company's credit ratings; the effect of operational risks; and the loss of key personnel. As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. Except as required by applicable law or regulation, the Company expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

 

Numis Securities Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom and is acting exclusively for the Company and no one else in connection with the Placing. Numis 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 Placing 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 Numis or by any of its 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 Ordinary Shares and any income expected from them may go down as well as up and investors may not get back the full amount invested on disposal of the Ordinary 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 Placing will not be admitted to trading on any stock exchange other than AIM.

 

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.

 

 

 APPENDIX: TERMS AND CONDITIONS OF THE PLACING

 

IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING

THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX (TOGETHER, THE "ANNOUNCEMENT") AND THE INFORMATION IN IT, IS RESTRICTED, AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED, ("QUALIFIED INVESTORS") BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE "PROSPECTUS DIRECTIVE"); (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"); (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX, IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT HAS BEEN ISSUED BY AND IS THE SOLE RESPONSIBILITY OF THE COMPANY.

THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX, IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX, IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES HAS APPROVED OR DISAPPROVED OF AN INVESTMENT IN THE SECURITIES OR PASSED UPON OR ENDORSED THE MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES. NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL NOT BE ACCEPTED.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES. THE PRICE OF SHARES IN THE COMPANY AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON DISPOSAL OF SHARES.

Persons who are invited to and who choose to participate in the Placing, by making (or on whose behalf there is made) an oral or written offer to subscribe for Placing Shares (the "Placees"), will be deemed to have read and understood this Announcement, including this Appendix, in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, acknowledgements, and undertakings contained in this Appendix. In particular, each such Placee represents, warrants and acknowledges that:

1. it is a Relevant Person (as defined above) and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;

2. in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, (i) the Placing Shares acquired by it have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Member State of the European Economic Area ("EEA") which has implemented the Prospectus Directive other than Qualified Investors or in circumstances in which the prior consent of Numis has been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in any Member State of the EEA other than Qualified Investors, the offer of those Placing Shares to it is not treated under the Prospectus Directive as having been made to such persons; and/or

3. (a) (i) it is not in the United States and (ii) it is not acting for the account or benefit of a person in the United States, (b) it is a dealer or other professional fiduciary in the United States acting on a discretionary basis for a non-US person (other than an estate or trust) in reliance on Regulation S under the Securities Act; or (c) it is otherwise acquiring the Placing Shares in an "offshore transaction" meeting the requirements of Regulation S under the Securities Act.

The Company and Numis will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements.

This Announcement does not constitute an offer, and may not be used in connection with an offer, to sell or issue or the solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction in which such offer or solicitation is or may be unlawful. This Announcement and the information contained herein is not for publication or distribution, directly or indirectly, to persons in the United States, Canada, Australia, New Zealand, Japan or the Republic of South Africa or in any jurisdiction in which such publication or distribution is unlawful. Persons into whose possession this Announcement may come are required by the Company to inform themselves about and to observe any restrictions of transfer of this Announcement. No public offer of securities of the Company is being made in the United Kingdom, the United States or elsewhere.

In particular, the Placing Shares referred to in this Announcement have not been and will not be registered under the Securities Act or any laws of, or with any securities regulatory authority of, any state or other jurisdiction of the United States, and may not be offered, sold, pledged or otherwise transferred within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any state or other jurisdiction of the United States. The Placing Shares are being offered and sold outside the United States in accordance with Regulation S under the Securities Act.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States.

The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with or registered by the Australian Securities and Investments Commission or the Japanese Ministry of Finance; and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Canada, Australia, New Zealand, Japan or the Republic of South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Canada, Australia, New Zealand, Japan or the Republic of South Africa or any other jurisdiction outside the United Kingdom.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Appendix or the Announcement of which it forms part should seek appropriate advice before taking any action.

In this Appendix, unless the context otherwise requires, "Placee" means a Relevant Person (including individuals, funds or others) by whom or on whose behalf a commitment to subscribe for Placing Shares has been given.

Details of the Placing

Numis has entered into the Placing Agreement with the Company under which Numis has, on the terms and subject to the conditions set out therein, undertaken to use its reasonable endeavours to procure, as the Company's agent for the purpose of the Placing, subscribers for the Placing Shares at the Placing Price. The Placing has been fully underwritten by Numis.

The Placing Agreement contains customary undertakings and warranties given by the Company to Numis including as to the accuracy of information contained in this Announcement, to matters relating to the Company and its business, to matters relating to the Acquisition Agreements and a customary indemnity given by the Company to Numis in respect of liabilities arising out of or in connection with the Placing.

 

The Placing is conditional upon, amongst other things, the Resolutions being passed by the requisite majorities at the General Meeting. A circular explaining the background to and reasons for the Placing, and containing the Notice of General Meeting will be sent to shareholders (the "Circular"). A copy of the Circular and the Notice of General Meeting will also be available from the Company's website at: http://www.satellitesolutionswordlwide.com/.

 

The Placing is also conditional upon, amongst other things, Admission becoming effective, the Acquisition Agreements becoming unconditional (save for Admission) and the Placing Agreement not being terminated in accordance with its terms.

The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing issued Ordinary Shares, including the right to receive all dividends and other distributions (if any) declared, made or paid on or in respect of the Ordinary Shares after the relevant date of issue of the Placing Shares.

Application for admission to trading

Application will be made to the London Stock Exchange for Admission. Subject to, amongst other things, the Resolutions being passed by the requisite majorities at the General Meeting, it is expected that settlement of the Placing Shares and Admission will become effective on or around 15 May 2018 and that dealings in the Placing Shares will commence at that time.

Participation in, and principal terms of, the Placing

1. Numis (whether through itself or any of its affiliates) is arranging the Placing as placing agent of the Company for the purpose of using its reasonable endeavours to procure Placees at the Placing Price for the Placing Shares.

2. Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by Numis. Numis and its affiliates may participate in the Placing as principal.

3. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.

4. The Placing Price will be a fixed price of 8.5 pence per new Ordinary Share.

5. An offer to acquire Placing Shares, which has been communicated by a prospective Placee to Numis which has not been withdrawn or revoked prior to publication of this Announcement, shall not be capable of withdrawal or revocation immediately following the publication of this Announcement without the consent of Numis.

6. Each Placee's allocation will be confirmed to Placees orally by Numis, and evidenced by a trade confirmation or contract note which will be dispatched as soon as practicable thereafter. The terms of this Appendix will be deemed incorporated by reference therein. The oral confirmation to such Placee will constitute an irrevocable legally binding commitment upon such person (who will at that point become a Placee) in favour of Numis and the Company, under which it agrees to acquire the number of Placing Shares allocated to it at the Placing Price on the terms and conditions set out in this Appendix and in accordance with the Company's articles of association. Except as required by law or regulation, no press release or other announcement will be made by Numis or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.

7. Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to Numis, to pay in cleared funds immediately on the settlement date, in accordance with the registration and settlement requirements set out below, an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to take up. Numis will procure the allotment of the Placing Shares to each Placee following each Placee's payment to Numis of such amount.

8. Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the times and on the basis explained below under "Registration and Settlement".

9. All obligations under the Placing will be subject to fulfilment or (where applicable) waiver of, amongst other things, the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate under the Placing Agreement".

10. By participating in the Placing, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.

11. To the fullest extent permissible by law, none of the Company, Numis or any of their respective affiliates shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise) under these terms and conditions. In particular, none of the Company, Numis or any of their respective affiliates shall have any liability (including to the fullest extent permissible by law, any fiduciary duties) in respect of Numis' conduct of the Placing. Each Placee acknowledges and agrees that the Company is responsible for the allotment of the Placing Shares to the Placees and Numis shall have no liability to the Placees for the failure of the Company to fulfil those obligations.

Conditions of the Placing

Numis' obligations under the Placing Agreement are conditional on, inter alia:

(a) the Company allotting, subject only to Admission, the Placing Shares in accordance with the Placing Agreement;

(b) Admission taking place not later than 8.00 a.m. on 15 May 2018 or such other time and/or date as may be agreed between the Company and Numis, not being later than 8.30 a.m. on 6 June 2018 (the "Final Date") ;

(c) the passing of the Resolutions at the General Meeting, without amendment (save as may be approved by Numis); and

(d) the Acquisition Agreements (i) not having lapsed or been terminated and (ii) having become unconditional in all respects (save for Admission and any conditions relating to the Placing Agreement having become unconditional or not having been terminated prior to Admission) and Escrow Completion having taken place such that the Acquisitions will complete upon Admission.

If (i) any of the conditions contained in the Placing Agreement is not fulfilled or waived by Numis by the time or date where specified (or such later time or date as the Company and Numis may agree, not being later than 8.30 a.m. on the Final Date, or (ii) the Placing Agreement is terminated as described below, the Placing will cease and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.

Numis may, in its absolute discretion, waive, or extend the period (up to the Final Date) for, compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement, save that the condition relating to Admission taking place may not be waived and the period for compliance with such conditions may not be extended. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

Neither Numis nor the Company shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of Numis.

Right to terminate under the Placing Agreement

Numis is entitled in its absolute discretion, at any time before Admission, to terminate the Placing Agreement by giving notice to the Company in certain circumstances, including, inter alia:

(a) in the opinion of Numis (acting in good faith), the warranties given by the Company to Numis are not true and accurate or have become misleading (or would not be true and accurate or would be misleading if they were repeated at any time before Admission) by reference to the facts subsisting at the time when the notice referred to above is given; or

(b) in the opinion of Numis (acting in good faith), the Company fails to comply with any of its obligations under the Placing Agreement; or

(c) in the opinion of Numis (acting in good faith), there has been a development or event (or any development or event involving a prospective change) which will or is likely to have a material adverse effect on or affecting the operations, the condition (financial or otherwise), prospects, management, results of operations, financial position, business or general affairs of the Company or the Group respectively whether or not foreseeable and whether or not arising in the ordinary course of business; or

(d) there has been a change in national or international financial, political, economic or stock market conditions (primary or secondary); an incident of terrorism, outbreak or escalation of hostilities, war, declaration of martial law or any other calamity or crisis; a suspension or material limitation in trading of securities generally on any stock exchange; any change in currency exchange rates or exchange controls or a disruption of settlement systems or a material disruption in commercial banking, in each case as would be likely in the opinion of Numis (acting in good faith) to prejudice the success of the Placing.

The rights and obligations of the Placees shall terminate only in the circumstances described in these terms and conditions and in the Placing Agreement and will not be subject to termination by the Placee or any prospective Placee at any time or in any circumstances. By participating in the Placing, Placees agree that the exercise by Numis of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of Numis, and that it need not make any reference to Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise or decision not to exercise. Placees will have no rights against Numis, the Company or any of their respective directors or employees under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended).

No admission document or prospectus

The Placing Shares are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require an admission document or prospectus in the United Kingdom or in any other jurisdiction. No offering document, admission document or prospectus has been or will be submitted to be approved by the FCA or submitted to the London Stock Exchange in relation to the Placing, and Placees' commitments will be made solely on the basis of the information contained in the Announcement (including this Appendix) and the Exchange Information (as defined further below). Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information (other than the Exchange Information), representation, warranty, or statement made by or on behalf of the Company, Numis, or any other person and neither Numis, the Company nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received and, if given or made, such information, representation, warranty or statement must not be relied upon as having been authorised by Numis, the Company, or their respective officers, directors, employees or agents. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Neither the Company nor Numis is making any undertaking or warranty to any Placee regarding the legality of an investment in the Placing Shares by such Placee under any legal, investment or similar laws or regulations. Each Placee should not consider any information in this Announcement to be legal, tax or business advice. Each Placee should consult its own solicitor, tax adviser and financial adviser for independent legal, tax and financial advice regarding an investment in the Placing Shares. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Registration and settlement

Settlement of transactions in the Placing Shares (ISIN: GB00BT6SRD21) following Admission will take place within CREST provided that, subject to certain exceptions, Numis reserves the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees by such other means that it deems necessary if delivery or settlement is not possible or practicable within CREST within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in any Placee's jurisdiction.

Each Placee allocated Placing Shares in the Placing will be sent a trade confirmation or contract note stating the number of Placing Shares allocated to it at the Placing Price, the aggregate amount owed by such Placee to Numis (as agent for the Company) and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the CREST or certificated settlement instructions that it has in place with Numis.

It is expected that settlement in respect of the Placing Shares will be on 15 May 2018 on a T+19 basis in accordance with the instructions set out in the trade confirmation.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above LIBOR as determined by Numis.

Each Placee is deemed to agree that, if it does not comply with these obligations, Numis may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for Numis' account and benefit (as agent for the Company), an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable and shall indemnify Numis (as agent for the Company) on demand for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax or securities transfer tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf. By communicating a bid for Placing Shares to Numis, each Placee confers on Numis all such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which Numis lawfully takes in pursuance of such sale.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the trade confirmation or contract note is copied and delivered immediately to the relevant person within that organisation.

Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax or securities transfer tax. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Representations, warranties and further terms

By participating in the Placing each Placee (and any person acting on such Placee's behalf) makes the following representations, warranties, acknowledgements, agreements and undertakings (as the case may be) to the Company and Numis, namely that, each Placee (and any person acting on such Placee's behalf):

12. represents and warrants that it has read and understood the Announcement, including this Appendix, in its entirety and that its subscription of Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute or duplicate this Announcement;

13. acknowledges that no offering document, admission document or prospectus has been prepared in connection with the Placing and represents and warrants that it has not received and will not receive a prospectus, admission document or other offering document in connection therewith;

14. acknowledges that the Ordinary Shares are admitted to trading on AIM and the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules (collectively "Exchange Information"), which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that the Placee is able to obtain or access such information or comparable information concerning any other publicly traded company without undue difficulty;

15. acknowledges that none of Numis, the Company, any of their respective affiliates or any person acting on behalf of any of them has provided it, and will not provide it, with any material regarding the Placing Shares or the Company other than this Announcement; nor has it requested any of Numis, the Company, their respective affiliates or any person acting on behalf of any of them to provide it with any such information and has read and understood the Exchange Information;

16. acknowledges that the content of this Announcement is exclusively the responsibility of the Company, and that none of Numis its affiliates or any person acting on its or their behalf has or shall have any liability for any information, representation or statement contained in this Announcement or any information previously or concurrently published by or on behalf of the Company, and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to acquire the Placing Shares is contained in this Announcement and any Exchange Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and that it has neither received nor relied on any other information given or representations, warranties or statements made by Numis, the Company or any of their respective directors, officers or employees or any person acting on behalf of any of them, or, if received, it has not relied upon any such information, representations, warranties or statements (including any management presentation that may have been received by any prospective Placee or any material prepared by the Research Department of Numis (the views of such Research Department not representing and being independent from those of the Company and the Corporate Finance Department of Numis and not being attributable to the same)), and neither Numis, nor the Company will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement. Each Placee further acknowledges and agrees that it may not place the same degree of reliance on this Announcement as it may otherwise place on a prospectus or admission document. Each Placee further acknowledges and agrees that it has relied solely on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing and it will not rely on any investigation that Numis, its affiliates or any other person acting on its or their behalf has or may have conducted;

17. represents and warrants that it has neither received nor relied on any confidential price sensitive information concerning the Company in accepting this invitation to participate in the Placing;

18. acknowledges that Numis does not have any duties or responsibilities to it, or its clients, similar or comparable to the duties of "best execution" and "suitability" imposed by the Conduct of Business Sourcebook in the FCA's Handbook of Rules and Guidance and that Numis is not acting for it or its clients and that Numis will not be responsible for providing protections to it or its clients;

19. acknowledges that none of Numis, any of its affiliates or any person acting on behalf of it or them has or shall have any liability for the Exchange Information, any publicly available or filed information or any representation relating to the Company, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;

20. neither Numis, its ultimate holding company nor any direct or indirect subsidiary undertakings of such holding company, nor any of their respective directors and employees shall be liable to Placees for any matter arising out of Numis' role as placing agent or otherwise in connection with the Placing and that where any such liability nevertheless arises as a matter of law each Placee will immediately waive any claim against any of such persons which you may have in respect thereof;

21. represents and warrants that (i) it is not in the United States and (ii) it is not acting for the account or benefit of a person in the United States;

22. acknowledges that the Placing Shares are being offered and sold only pursuant to Regulation S under the Securities Act in a transaction not involving a public offering of securities in the United States and the Placing Shares have not been and will not be registered under the Securities Act or with any state or other jurisdiction of the United States, nor approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other United States regulatory authority, and that the offer and sale of the Placing Shares to it has been made outside of the United States in an 'offshore transaction' (as such term is defined in Regulation S under the Securities Act) and agrees not to reoffer, resell, pledge or otherwise transfer the Placing Shares except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and otherwise in accordance with any applicable securities laws of any state or jurisdiction of the United States;

23. unless otherwise specifically agreed in writing with Numis, represents and warrants that neither it nor the beneficial owner of such Placing Shares will be a resident of Canada, Australia, New Zealand, Japan or the Republic of South Africa;

24. acknowledges that the Placing Shares have not been and will not be registered under the securities legislation of Canada, Australia, New Zealand, Japan or the Republic of South Africa and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within those jurisdictions;

25. represents and warrants that the issue to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to transfer Placing Shares into a clearance system;

26. represents and warrants that: (i) it has complied with its obligations under the Criminal Justice Act 1993 and the Market Abuse Regulation (EU) No. 596/2014 ("MAR"); (ii) in connection with money laundering and terrorist financing, it has complied with its obligations under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on Payer) Regulations 2017; and (iii) it is not a person: (a) with whom transactions are prohibited under the Foreign Corrupt Practices Act of 1977 or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the U.S. Department of the Treasury; (b) named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or (c) subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations (together, the "Regulations"); and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations and has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such purchase, and it will provide promptly to Numis such evidence, if any, as to the identity or location or legal status of any person which Numis may request from it in connection with the Placing (for the purpose of complying with such Regulations or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner requested by Numis on the basis that any failure by it to do so may result in the number of Placing Shares that are to be purchased by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as Numis may decide in its sole discretion;

27. if a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, represents and warrants that the Placing Shares purchased by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a Member State of the EEA which has implemented the Prospectus Directive other than Qualified Investors, or in circumstances in which the prior consent of Numis has been given to the offer or resale;

28. represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to persons in the EEA prior to Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the EEA within the meaning of the Prospectus Directive (including any relevant implementing measure in any member state);

29. represents and warrants that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to the Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person;

30. represents and warrants that it has complied and will comply with all applicable provisions of MAR with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving, the United Kingdom;

31. if in a Member State of the EEA, unless otherwise specifically agreed with Numis in writing, represents and warrants that it is a Qualified Investor within the meaning of the Prospectus Directive;

32. if in the United Kingdom, represents and warrants that it is a person (i) who has professional experience in matters relating to investments falling within Article 19(1) of the Order; (ii) falling within Article 49(2)(A) to (D) ("High Net Worth Companies, Unincorporated Associations, etc") of the Order; or (iii) to whom this Announcement may otherwise be lawfully communicated;

33. represents and warrants that it and any person acting on its behalf is entitled to acquire the Placing Shares under the laws of all relevant jurisdictions and that it has all necessary capacity and has obtained all necessary consents and authorities and taken any other necessary actions to enable it to commit to this participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Appendix) and will honour such obligations;

34. where it is acquiring Placing Shares for one or more managed accounts, represents and warrants that it is authorised in writing by each managed account: (a) to acquire the Placing Shares for each managed account; (b) to make on its behalf the representations, warranties, acknowledgements, undertakings and agreements in this Appendix and the Announcement of which it forms part; and (c) to receive on its behalf any investment letter relating to the Placing in the form provided to it by Numis;

35. undertakes that it (and any person acting on its behalf) will make payment to Numis for the Placing Shares allocated to it in accordance with this Announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other subscribers or sold as Numis may in its sole discretion determine and without liability to such Placee and it will remain liable and will indemnify Numis on demand for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear the liability for any stamp duty or stamp duty reserve tax or security transfer tax (together with any interest or penalties due pursuant to or referred to in these terms and conditions) which may arise upon the placing or sale of such Placee's Placing Shares on its behalf;

36. acknowledges that none of Numis, any of its affiliates, or any person acting on behalf of it or any of them, is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be treated for these purposes as a client of Numis and that Numis does not have any duties or responsibilities to it for providing the protections afforded to its clients or customers or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of their rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

37. undertakes that the person whom it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be. Neither Numis, nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to participate in the Placing and it agrees to indemnify the Company and Numis in respect of the same on the basis that the Placing Shares will be credited to the CREST stock account of Numis who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;

38. acknowledges that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions and any non-contractual obligations arising out of or in connection with such agreement shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter (including non-contractual matters) arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or Numis in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;

39. acknowledges that time shall be of the essence as regards to obligations pursuant to this Appendix;

40. agrees that the Company, Numis and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and undertakings which are given to Numis on its own behalf and on behalf of the Company and are irrevocable and are irrevocably authorised to produce this Announcement or a copy thereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby;

41. agrees to indemnify on an after-tax basis and hold the Company, Numis and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing;

42. acknowledges that no action has been or will be taken by any of the Company, Numis or any person acting on behalf of the Company or Numis that would, or is intended to, permit a public offer of the Placing Shares in any country or jurisdiction where any such action for that purpose is required;

43. acknowledges that it is an institution that has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Placing Shares. It further acknowledges that it is experienced in investing in securities of this nature and in this sector and is aware that it may be required to bear, and it, and any accounts for which it may be acting, are able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing. It has relied upon its own examination and due diligence of the Company and its associates taken as a whole, and the terms of the Placing, including the merits and risks involved;

44. acknowledges that its commitment to subscribe for Placing Shares on the terms set out herein and in the trade confirmation or contract note will continue notwithstanding any amendment that may in future be made to the terms of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's conduct of the Placing;

45. acknowledges that Numis, or any of its affiliates acting as an investor for its own account may take up shares in the Company and in that capacity may retain, purchase or sell for its own account such shares and may offer or sell such shares other than in connection with the Placing;

46. represents and warrants that, if it is a pension fund or investment company, its purchase of Placing Shares is in full compliance with all applicable laws and regulation; and

47. to the fullest extent permitted by law, it acknowledges and agrees to the disclaimers contained in the Announcement including this Appendix.

The representations, warranties, acknowledgments and undertakings contained in this Appendix are given to Numis and the Company and are irrevocable and shall not be capable of termination in any circumstances.

The agreement to settle a Placee's subscription (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to a subscription by it and/or such person direct from the Company for the Placing Shares in question. Such agreement assumes that the Placing Shares are not being subscribed for in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other subsequent dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor Numis will be responsible, and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and Numis in the event that any of the Company or Numis has incurred any such liability to UK stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify Numis accordingly.

In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the subscription by them of any Placing Shares or the agreement by them to subscribe for any Placing Shares.

Each Placee, and any person acting on behalf of the Placee, acknowledges that Numis does not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement.

Each Placee and any person acting on behalf of the Placee acknowledges and agrees that Numis, or any of its affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.

When a Placee or person acting on behalf of the Placee is dealing with Numis, any money held in an account with Numis on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FCA made under the FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from Numis' money in accordance with the client money rules and will be used by Numis in the course of its own business and the Placee will rank only as a general creditor of Numis.

All times and dates in this Announcement may be subject to amendment. Numis shall notify the Placees and any person acting on behalf of the Placees of any changes.

Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.

DEFINITIONS

In this Appendix to the Announcement and, as the context shall admit in the Announcement, the following terms shall have the following meanings:

 'Acquisitions' the proposed acquisitions of the entire issued share capital of Open Sky and Sat Internet (and "Acquisition" shall be construed accordingly)

'Acquisition Agreements' the Open Sky Acquisition Agreement and the Sat Internet Acquisition Agreement

'Act' Companies Act 2006 (as amended)

'Admission' admission of the Placing Shares and the Consideration Shares to trading on AIM becoming affective in accordance with the AIM Rules

'AIM' the market of that name operated by the London Stock Exchange

'AIM Rules' the rules published by London Stock Exchange entitled "AIM Rules for Companies"

'Announcement' this announcement (including the appendix to this announcement)

'Company' or 'SSW' Satellite Solutions Worldwide Group plc

'Consideration Shares' the Open Sky Consideration Shares and the Sat Internet Consideration Shares

'CREST' the relevant system (as defined in the CREST Regulations) for the paperless settlement of trades and the holding of uncertificated securities operated by Euroclear UK & Ireland Limited

'CREST Regulations' the Uncertificated Securities Regulations 2001 (SI 2001/3755) as amended from time to time

'Directors' or 'Board' the directors of the Company as at the date of this Announcement

'Enlarged Share Capital' the issued share capital of the Company immediately following Admission, as enlarged by the issue of the Placing Shares pursuant to the Placing and the issue of the Consideration Shares, assuming no other Ordinary Shares are issued between the date of this Announcement and Admission

'Escrow Completion' means the completion in escrow of the Acquisitions pursuant to the Acquisition Agreements

'FCA' the Financial Conduct Authority

'FSMA' the Financial Services and Markets Act 2000 (as amended)

'General Meeting' the general meeting of the Company to be convened for 10.00am on 14 May 2018 (or any adjournment thereof) at which the Resolutions will be proposed

'Group'- the Company and its subsidiary undertakings prior to completion of the Acquisitions

'London Stock Exchange' London Stock Exchange plc

'Notice of General Meeting' the notice of the General Meeting to be set out in the Circular

'Numis' Numis Securities Limited

"Open Sky" Open Sky s.r.l. incorporated in Italy with company number VI - 285687

"Open Sky Acquisition Agreement" the share purchase agreement dated 26 April 2018 among the Open Sky Sellers, the Purchaser and the Company relating to the Acquisition of Open Sky

"Open Sky Consideration Shares" the 10,319,917 new Ordinary Shares to be issued to the Open Sky Sellers pursuant to the Open Sky Acquisition Agreement as part consideration for the Acquisition of Open Sky

"Open Sky Sellers" Walter Munarini, Paolo Dalla Chiara, Giuliano Berretta and Graziella Pivato

'Ordinary Shares' ordinary shares of one penny each in the capital of the Company

'Placee' any person (including individuals, funds or otherwise) who are to subscribe for Placing Shares pursuant to the Placing

'Placing' the conditional placing of the Placing Shares at the Placing price by Numis, as agent for and on behalf of the Company, pursuant to the terms of the Placing Agreement

'Placing Agreement' the conditional placing agreement dated 26 April 2018 between the Company and Numis relating to the Placing

'Placing Price' 8.5 pence per Placing Share

'Placing Shares' the 141,400,004 new Ordinary Shares to be allotted and issued pursuant to the Placing

'Prospectus Directive' the Directive of the European Parliament and of the Council of the European Union 2003/71/EC, as amended

'Purchaser' Satellite Solutions Worldwide Limited

'Regulatory Information Service' a service approved by the FCA for the distribution to the public of regulatory announcements and included within the list maintained on the FCA's website

'Resolutions' the resolutions to be proposed at the General Meeting and to be set out in the Notice of General Meeting

"Sat Internet" Sat Internet Services GmbH incorporated in Germany with company number HRB 207039

"Sat Internet Acquisition Agreement" the share purchase agreement dated 26 April 2018 among the Sat Internet Seller, Dr Victor Kühne, Alfredo Jimenez Weil, the Purchaser and the Company relating to the Acquisition of Sat Internet

"Sat Internet Consideration Shares" the 10,319,917 new Ordinary Shares to be issued to the Sat Internet Sellers pursuant to the Sat Internet Acquisition Agreement as part consideration for the Acquisition of Sat Internet

"Sat Internet Seller" Dr. Victor Kühne GmbH

'Securities Act' the US Securities Act of 1933, as amended

'Sellers' the Open Sky Sellers and the Sat Internet Seller 

'Shareholders' a holder of Ordinary Shares

'United Kingdom' or 'UK' the United Kingdom of Great Britain and Northern Ireland

'United States' or 'US' the United States of America, its territories and possessions, any state of the United States and the District of Columbia.

 

 

 

SCHEDULE: CHRISTOPHER MILLS BOARD APPOINTMENT

The following information is disclosed in accordance with Schedule 2(g) of the AIM Rules for Companies in connection with the appointment of Christopher Mills to the Board of the Company as a non-executive director:

 

Full name: Christopher Harwood Bernard Mills

 

Age: 65 years

 

Current Directorships:

01285055 Limited

62 Pont Street (Freehold) Limited

Agrisense Industrial Monitoring Limited

Alba Investment Properties Holdings Limited

Alba Investment Properties Limited

Alternateport Limited

Augean plc

Assetco plc

B&G (Europe) Holding Ltd

Bioquell plc

Catalyst Media Group plc

Catalyst Media Holdings Limited

Consolidated Venture Finance Limited

Coventbridge Group Limited

Cross-Border Publishing (London) Limited

Curtis Gilmour Holding Company Inc

EFK Diagnostics Holdings plc

Goals Soccer Centres plc

Growth Financial Services Limited

Hampton Investment Properties Limited

Harwood Capital Management Limited

Harwood Capital Nominees Limited

Harwood Holdco Limited

Harwood Multi Manager Limited

Harwood Real Estate Limited

Harwood Wealth Management Group plc

IR Media Group Limited

Jaguar Holdings Limited

Journey Group Limited

MJ Gleeson plc

North Atlantic PC Holdings, Inc

North Atlantic Smaller Companies Investment Trust plc

Oryx International Growth Fund Limited

Renalytix AI PLC

Sports Information Services (Holdings) Limited

Sherwood Holdings Limited

Stratton Street (Anthony) Limited

Stratton Street (Mouse no.1) Limited

Sun Link Health Systems, Inc

Ten Entertainment Group plc

The Lagos Group

Utitec Holdings, Inc

 

Previous Directorships in the past five years:

Academic Research Limited

Alba Investment Properties Intermediate Holdings Limited

Baltimore Capital plc

Baltimore Technologies (Holdings) Limited

Baltimore Technologies (UK) Limited

Bionostics Holdings Limited

Bionostics Limited

CCH Advisers Limited

Celsis Group Limited

Celsis International Limited

Cyprotex plc

Darby Group Limited

Essenden Limited

Forefront Group Limited

GTL Resources Limited

GTL Resources Overseas Investments Limited

Hampton Trust plc

Indoor Bowling Acquisitions Limited

Indoor Bowling Equity Limited

Izodia plc

Jarvis Porter (Property Holdings) Limited

Kelvinhaugh Student Accommodation Limited

Harwood Capital LLP

MJ Gleeson Group Limited

Merchant Properties General Partner Limited

Merchant Properties Nominees Limited

Merchant Properties Two General Partner Limited

Merchant Properties Two Nominee 1 Limited

Merchant Properties Two Nominee 2 Limited

Mount Street Properties Limited

Nastor Investments Limited

Nationwide Accident Repair Services Limited

Orthoproducts Limited

Quantum Pharma plc

Quarto Group Inc

Second London American Trust plc

Sinav Limited

Stratifer Limited

Team Rock Limited

Tramworks Limited

Valiant Sports Holdings Limited

W.G. Mitchell (2005) Limited

W.G. Mitchell (Charlotte Square) Limited

W.G. Mitchell (Fifteen) Limited

W.G. Mitchell (George Street) Limited

W.G. Mitchell (Seven) Limited

W.G. Mitchell Enterprises Limited

 

Christopher Mills has been a director of the following companies which have been placed into liquidation or receivership/administration:

Nationwide Security Group plc: receivership completed and company dissolved in November 2005.

Versatile Group Limited: administration completed and company dissolved in May 2001.

Tricor plc (formerly PNC Telecom plc): Christopher Mills resigned in February 2003 and administrators were appointed in June 2003 and subsequently discharged in January 2014 and the business resumed trading.

United Industries plc: Christopher Mills resigned in October 2005. Administrators were appointed on April 2006 and the company was dissolved in May 2008.

Jarvis Porter Group plc: administrators appointed in August 2007 with dissolution in November 2008.

W.G. Mitchell (2005) Limited, W.G. Mitchell (Charlotte Square) Limited, W.G. Mitchell (Fifteen) Limited, W.G. Mitchell (George Street) Limited, W.G. Mitchell (Seven) Limited, W.G. Mitchell Enterprises Limited: Christopher Mills was appointed as director of these companies in December 2009 and resigned in January 2015 before they were all dissolved in June 2016.

Team Rock Limited: Christopher Mills was appointed as a director in April 2013 and resigned in October 2017. Administrators were appointed in December 2016 and the business was liquidated in December 2017.

Kelvinhaugh Student Accommodation Limited: In May 2015 the shareholders voted to wind-up the company and dissolution took place in June 2017.

Tramworks Limited: the company was dissolved in October 2017 via a voluntary members liquidation.

Baltimore Capital plc: the company was placed into voluntary liquidation in March 2011 and was dissolved in June 2017 via a voluntary members liquidation.

Izodia plc: entered into a company voluntary liquidation in November 2011 and Christopher Mills resigned in November 2012.

Valiant Sports Holdings Limited: company was dissolved in September 2014 following a voluntary creditor liquidation.

 

This information is provided by RNS

The company news service from the London Stock Exchange