Mi-Pay Group PLC Update re concert party (0071O)
24 Gennaio 2019 - 10:37AM
UK Regulatory
TIDMMPAY
RNS Number : 0071O
Mi-Pay Group PLC
24 January 2019
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 Tel: +44 203 053 8671 Tel +44 203 328 5656
2129
Michael Dickerson, Graham Herring James Reeve
Chairman
John Beale, CEO Tim Metcalfe Asha Chotai
Heather Armstrong
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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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January 24, 2019 04:37 ET (09:37 GMT)
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