24 Jan 2019 09:37
24 January 2019
Mi-Pay Group plc('Mi-Pay', the 'Group', or the 'Company')
Update re concert party
Mi-Pay (AIM: MPAY), the leading provider of mobile payment solutions and payment fraud management to Mobile Network Operators and digital content providers, provides an update on certain shareholders of the Company who have previously been presumed to be acting in concert under the UK Takeover Code (the "Concert Party") following the completion of the acquisition of Mi-Pay Limited by AimShell Acquisitions plc (subsequently renamed Mi-Pay Group plc) via a reverse takeover and the admission of the enlarged Group to trading on AIM. Full details of the Concert Party were set out in the Company's admission document dated 2 April 2014.
The Company announces that it has agreed with the Takeover Panel Executive that, the Octopus Parties, the Albion Parties, Mario Anid, Gavin Breeze and White Angle Limited shall no longer be considered to be members of the Concert Party.
The Concert Party therefore consists of Michael Dickerson (Chairman), Monsoon Associates Corporation (a company controlled by Michael Dickerson), John Beale (CEO) and Allen Atwell (Non-Executive Director). These parties in aggregate hold interests in 3,165,202 ordinary shares of 10p each in the Company ("Ordinary Shares"), equivalent to 6.92 per cent. of the Company's issued and voting share capital. In addition, these individuals hold in aggregate options and warrants over a further 1,750,000 Ordinary Shares which, if exercised in full, could increase the Concert Party's aggregate holding to a maximum potential 10.35 per cent. interest in the Company's issued and voting share capital.
Under Rule 9 of the Takeover Code, any person who acquires, whether by a series of transactions over a period of time or otherwise, an interest (as defined in the Takeover Code) in shares which, taken together with shares in which he is already interested and in which persons acting in concert with him are interested, carry 30 per cent. or more of the voting rights of a company which is subject to the Takeover Code, that person is required to make a general offer to all the remaining shareholders to acquire their shares.
Shareholders should note that the Concert Party is free to increase its aggregated interest to 29.99 per cent. of the Company's issued and voting share capital without incurring an obligation under Rule 9 of the Takeover Code. As the Albion Parties have an interest in 32.19 per cent. of the issued and voting share capital of the Company, they cannot increase their interest in the issued and voting share capital of the Company, without incurring an obligation under Rule 9 of the Takeover Code.
Defined terms in this announcement shall have the same meaning as in the Company's admission document dated 2 April 2014 unless otherwise defined herein.
For further information please contact:
Mi-Pay Group plc | IFC Advisory | Allenby Capital Limited |
Tel: +44 207 112 2129 | Tel: +44 203 053 8671 | Tel +44 203 328 5656 |
Michael Dickerson, Chairman | Graham Herring | James Reeve |
John Beale, CEO | Tim Metcalfe Heather Armstrong | Asha Chotai
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About Mi-Pay Group
Founded in 2003, Mi-Pay Group plc delivers fully outsourced online and related payment and fraud management solutions to digital ecommerce clients, primarily in the mobile and digital content sector. Its product offering provides the infrastructure to enable pre-paid mobile devices to be topped up via a variety of channels such as websites, mobile applications and social media applications and customers include Mobile Network Operators (MNOs) and Mobile Virtual Network Operators (MNVOs), additionally managing and indemnifying the data security and payment fraud risks. Mi-Pay sells, integrates and operates its products and solutions on a global basis. For further information, please visit www.Mi-Pay.com or contact details as shown above.