Last checked at 13 Feb 2014 11:00
Ebiquity plc ("Ebiquity" or the "Company")
Holding in Company / Issue of Equity
Further to the announcement made by the Company on 5 February 2014, the Company was notified today that settlement of the 15,109,549 ordinary shares sold to institutional investors by Veronis Suhler Stevenson ("VSS") has now completed ("Tranche 1 Settlement").
The Company has also been notified that, following completion of Tranche 1 Settlement, VSS has converted in full its convertible loan notes ("Loan Note") and as a result the Company has issued 13,802,861 ordinary shares of 25p each ("Shares") to VSS (the "VSS Note Shares") representing 19.6% of the voting rights of the Company.
As announced on 5 February 2014, VSS has agreed to sell the 13,802,861 VSS Note Shares through an institutional placing with Numis Securities Limited acting as bookrunner at a price of 120 pence per Share. The VSS Note Shares are expected to settle on 20 February 2014 ("Tranche 2 Settlement") and the Company has applied for a total of 13,802,861 Shares to be admitted to trading on AIM on 19 February 2014 ("Admission"). Upon Admission, the VSS Note Shares will rank pari passu in all respects with the existing Shares of the Company.
Following Tranche 2 Settlement, VSS will not hold any Shares (and will therefore hold nil voting rights in the Company) or any Loan Note in the Company and both VSS representatives, Christopher Russell (non-executive director) and Jeffrey Stevenson (non-executive director), will step down from the Board.
The Company will make a further announcement following Tranche 2 Settlement.
Total voting rights
Following Admission, the Company's issued share capital will consist of 74,346,174 Shares and a total of 70,146,174 voting rights1.
Note 1
The Ebiquity plc 2000 Employee Benefit Trust holds 4,200,000 issued Shares to satisfy awards for the Company's senior management team. To date these awards have not been exercised and the trustee has agreed not to vote the Shares held by it. As such 4,200,000 Shares are treated as not carrying voting rights for the purposes of the City Code on Takeovers and Mergers.
13 February 2014
Enquiries:
Ebiquity Plc Michael Greenlees, Chief Executive Officer Andrew Beach, Chief Financial Officer
| Tel. +44 (0)20 7650 9600 |
Instinctif Partners Matthew Smallwood Jamie Ramsay
| Tel. +44 (0)20 7457 2020 |
Numis Securities Limited Nick Westlake (NOMAD) David Poutney, James Serjeant (Corporate Broker) | Tel. +44 (0)20 7260 1000 |
Numis, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is the Company's nominated adviser and broker. Numis' responsibilities as the Company's nominated adviser under the AIM Rules are owed solely to the London Stock Exchange and are not owed to the Company or to any director of the Company or to any other person. Numis is acting as bookrunner for the sellers in the placings and other arrangements detailed in this announcement and will not be responsible to anyone other than those sellers for providing the protections afforded to its clients or for providing advice in relation to the content of this announcement or any matter, transaction or arrangement discussed or referred to in it.
The shares being sold pursuant to the placings described above have not been (and are not being) registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and are being sold (i) outside the United States in reliance on Regulation S under Securities Act and (ii) within the United States only to persons reasonably believed to be qualified institutional buyers within the meaning of and pursuant to Rule 144A under the Securities Act in transactions exempt from the registration requirements of the Securities Act.