4 Oct 2016 10:30
4 October 2016
Minds + Machines Group Limited
("MMX", the "Company" or "Group")
Result of Tender Offer & Subscription
Further to the announcement of 20 September 2016, Minds + Machines Group Limited (AIM: MMX) is pleased to announce the results of its Tender Offer and Subscription. The Tender Offer and Subscription closed at 1.00pm on 3 October 2016.
Results of Tender Offer
The Company confirms 100,000,000 Ordinary Shares will be purchased at a price of 13 pence per Ordinary Share, for an aggregate consideration of £13.0 million. Tenders for up to and including the Tender Offer Entitlement of 1 Ordinary Share for every 7.56 Ordinary Shares will be met in full representing approximately 81.22% of the Ordinary Shares being purchased by the Company. The remaining 18.78% of the Ordinary Shares being bought back under the Tender Offer, will be purchased on the basis of 1 Ordinary Share for every 22.09 Ordinary Shares tendered, pursuant to demand for Excess Shares by Eligible Shareholders. The Ordinary Shares to be purchased under the Tender Offer represent approximately 13.22% of the current Ordinary Shares in issue.
Of the 100,000,000 Ordinary Shares being bought back, 57,692,308 of the Ordinary Shares purchased by the Company will be cancelled. The balance will be subscribed for by Goldstream Capital Master Fund I, wholly-owned by Hony Capital, as set out below.
Cheques will be dispatched for certificated Ordinary Shares purchased pursuant to the Tender Offer and payment will be made through CREST for uncertificated Ordinary Shares purchased pursuant to the Tender Offer, in each case, by 10 October 2016.
Subscription
Alongside the Tender Offer, the Company announced on 20 September 2016 an intention to undertake a private subscription to issue Goldstream Capital Master Fund I with 42,307,692 Ordinary Shares at 13 pence per Ordinary Share for a total consideration of up to £5.5 million. Goldstream Capital Master Fund I, advised by Goldstream Capital Management Limited, is a private fund incorporated in the Cayman Islands which is wholly owned by Hony Capital, a leading Chinese private equity investment company.
The Company confirms that this Subscription has been completed in full, therefore as of 10 October 2016 Goldstream Capital Master Fund 1 will hold 50,107,692 Ordinary Shares in the Company, representing approximately 7.17% of the Company's revised issued share capital.
Toby Hall, CEO of MMX, commented:
"Hony's investment through Goldstream is a major endorsement of the significant growth potential the Far East can continue providing to the Group in the near to mid-term. Their expertise in supporting businesses expanding across the region is exceptional. We likewise look forward to continuing to grow our presence in Europe and the US over the next 24 months."
Total Voting Rights
With effect from 10 October 2016, the total number of exercisable voting rights in the Company will reduce from 756,446,117 to 698,753,809. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company.
Director shareholdings
With effect from 10 October 2016, the Directors of the Company and their connected persons will have the following shareholdings in the Company:
Director | Shareholding pre- Tender Offer | Ordinary Shares tendered | Shareholding post-Tender Offer | % of issued revised issued share capital held post Tender Offer and Subscription |
Guy Elliot | 23,000,000 | 3,000,000 | 20,00,000 | 2.86% |
Toby Hall | 500,000 | - | 500,000 | 0.07% |
Michael Salazar | 1,925,050 | - | 1,925,050 | 0.28% |
Henry Turcan* | - | - | - | - |
* Mr Turcan was appointed to the Board of Directors as a nominee director of Alphagen Capital Limited, a subsidiary of Henderson Group plc ("Henderson"). On 19 September 2016 Alphagen Capital Limited in its capacity as discretionary investment manager of funds provided an undertaking to the Company that it will accept the Tender Offer in respect of its Tender Entitlement.
Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as defined in the circular to shareholders dated 20 September 2016 and available on the Company's website www.mmx.co.
Further Information:
Minds + Machines Group Limited
Toby Hall (CEO) Tel: +44 (0)7713 341072
toby@mmx.co
Michael Salazar (COO/CFO) Tel: +1 (424) 214-7908
michael@mmx.co
finnCap Ltd (Nomad/broker) Tel: +44 (0)20 7220 0500
Stuart Andrews/Carl Holmes/Simon Hicks
Tim Redfern
For further information, please go to www.mmx.co
About MMX
Minds + Machines Group Limited (LSE:MMX) is the owner and operator of a world class portfolio of top-level domain assets (gTLDs). As a sales and marketing-led registry business, we are focused on commercializing our portfolio in partnership with our expanding global network of distribution partners.
The MMX portfolio is currently focused around geographic domains (e.g. .london, .boston, .miami, .bayern), professional occupations (e.g. .law, .abogado, and .dds), consumer interests (e.g. .fashion, .wedding, .vip), lifestyle (e.g. .fit, .surf, .yoga), outdoor activities (e.g..fishing, .garden, .horse) and generic names such as .work and .casa. As a business, we work through our expanding international network of registrars and distribution partners to bring the benefits of affinity based domain addresses to B2B and consumer audiences. For more information on MMX, please visit www.mmx.co.
The information communicated in this announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014.