TIDMSBIZ
RNS Number : 4117T
SimplyBiz Group PLC (The)
20 March 2019
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Market Abuse Regulation (EU) No. 596/2014. Upon the publication of
this announcement via the Regulatory Information Service, this
inside information is now considered to be in the public
domain.
Date: 20 March 2019
The SimplyBiz Group plc
("SimplyBiz", the "Company" or the "Group")
Conditional Acquisition of Defaqto Limited ("Defaqto") for
GBP74.3 million
and
Conditional Institutional Placing at 180 pence per Ordinary
Share to raise GBP29.1 million
SimplyBiz (AIM: SBIZ), the leading independent provider of
compliance and business services to financial advisers and
financial institutions in the UK, has conditionally agreed to
acquire the entire issued share capital of Regulus Topco Limited
("Regulus"), owner of Defaqto (the "Acquisition"), a leading
financial services technology business, for a total consideration
of GBP74.3 million (the "Total Consideration"). On completion,
Defaqto will have GBP3.4 million in cash on its balance sheet.
Acquisition highlights
-- Defaqto is a leading financial services technology business
operating a fintech platform for 8,500 advisers and providing
independent ratings of 21,000 financial products and funds,
licensed by 230 brands.
-- Defaqto has developed a proprietary, scalable and flexible IT
platform and infrastructure, supporting the largest database of
financial products in Europe and providing unique information and
insights to aid consumer and adviser purchase decisions.
-- The combination of SimpyBiz and Defaqto creates a single
fintech and support services group, which will benefit from an
increased number and range of distribution channels.
-- Defaqto will help the Group to advance its services into the
General Insurance and Banking markets as it looks to expand its
offering. Similarly, SimplyBiz will offer Defaqto access to its
knowledge and experience of the advisory and asset management
markets.
-- A leading consumer brand with 70% recognition, Defaqto is a
highly cash generative business built on a regulatory and capital
light model; in 2018, generating revenues of GBP12.8 million and
adjusted EBITDA of GBP5.3 million. Adjusted EBITDA margin in 2018
was 41%.
-- The Acquisition is expected to be earnings enhancing (before
synergies) during the first twelve months of ownership, as well as
to provide significant strategic benefits.
-- The Acquisition includes the purchase of GBP3.4 million of
cash on Defaqto's balance sheet at completion.
-- Defaqto management have agreed to receive 50% of their vendor
equity consideration in SimplyBiz shares, which are subject to a 12
month hard lock in, with a further 12 month orderly market
provision. They will hold, in aggregate, 4.3% of the enlarged
issued share capital of the Group.
Acquisition financing
-- The Company intends to finance the Total Consideration for
the Acquisition and associated expenses of GBP2.9 million
through:
o a conditional placing of new ordinary shares in the capital of
the Company ("Ordinary Shares") with institutional and other
investors to raise GBP13.8 million (the "Primary Placing");
o the issue of new Ordinary Shares to the value of GBP15.3
million to certain of the vendors which will then be conditionally
placed with institutional and other investors (the "Vendor Placing"
and together with the Primary Placing, defined as the
"Institutional Placing");
o the issue of new Ordinary Shares to the value of GBP7.5
million to certain of the Vendors (the "Consideration Shares");
o approximately GBP37.5 million of borrowings from new bank
facilities; and
o the balance of approximately GBP3.1 million from the Company's
current cash resources.
-- Post-Acquisition leverage is expected to be c.2.3x net debt
to enlarged Group adjusted EBITDA (before share based payments) and
expect this to be below 2x by 31 December 2019 due to the Group's
high level of cash conversion.
-- The Acquisition is conditional, inter alia, upon admission of
the new Ordinary Shares to be issued under the Institutional
Placing (the "Placing Shares") and the Consideration Shares to
trading on AIM ("Admission").
Institutional Placing highlights
-- The Institutional Placing has conditionally raised GBP29.1
million, comprising a GBP13.8 million Primary Placing and a GBP15.3
million Vendor Placing.
-- The Placing Shares were conditionally subscribed for at, and
the Consideration Shares were conditionally issued at, a price of
180 pence per Ordinary Share (the "Placing Price"), representing a
discount of 6% to the closing mid-market price of the Ordinary
Shares on 19 March 2019.
-- The Placing Shares will comprise 16.7% of the enlarged issued share capital.
-- The conditional Institutional Placing was conducted jointly
by Zeus Capital Limited ("Zeus Capital") and Peel Hunt LLP ("Peel
Hunt") (together the "Joint Bookrunners").
-- The Institutional Placing is conditional, inter alia, upon Admission.
-- Together, the Placing Shares and Consideration Shares will
comprise 21.0% of the enlarged issued share capital.
Neil Stevens & Matt Timmins, Joint CEOs of The SimplyBiz
Group, commented:
"We are delighted to announce the successful acquisition of
Defaqto, which will play an important role in building on the
Group's strong momentum and enabling us to unlock a wide range of
additional growth opportunities.
"The combination of the largest provider of outsourced
regulatory and business support to the retail financial services
market, with one of the leading providers of financial information
and technology, will create a market leading platform across Retail
Financial Services. Collectively the two businesses will work to
enhance our proposition to the Banking and General Insurance
sectors whilst continuing to invest in the leading fintech
platform.
"Having long respected the Defaqto management team, we also
recognise not just the strong strategic fit of the business, but
also its cultural alignment. Defaqto is a business built upon
industry leading talent and we look forward to working with our new
colleagues as we continue to enhance services to financial
intermediaries and product providers, and deliver value for
shareholders."
Zahid Bilgrami, CEO of Defaqto commented:
"We are absolutely delighted with SimplyBiz's decision to
acquire Defaqto. It opens an exciting new chapter in our
development as a leading financial information business, and we
look forward to the many opportunities that being part of a larger
Group will present.
"While it will enable us to continue operating in an independent
and autonomous manner, it will also carry many advantages of being
a part of a listed entity. It will enable us to develop new
technology faster, and thus continue to develop market-leading
products for our clients at a time of vast technological change in
the Financial Services sector."
Enquiries:
The SimplyBiz Group plc via Instinctif Partners
Matt Timmins (Joint Chief Executive
Officer)
Neil Stevens (Joint Chief Executive
Officer)
Zeus Capital (Nominated Adviser and
Joint Broker) +44 (0) 20 3829 5000
Martin Green
Andrew Jones
Pippa Hamnett
Peel Hunt LLP (Joint Broker) +44 (0) 20 7418 8900
Guy Wiehahn
Andrew Buchanan
Rishi Shah
Instinctif Partners +44 (0) 20 7457 2020 /
SimplyBiz@instinctif.com
Catherine Wickman
Katie Bairsto
About SimplyBiz
With over 3,700 member firms in the UK, The SimplyBiz Group is a
leading independent provider of compliance and business services to
financial advisers, including directly authorised IFAs, directly
authorised mortgage advisers, workplace consultants and directly
authorised consumer credit brokers. It also provides marketing and
promotion, product panelling and co-manufacturing services to more
than 135 financial institutions, through access to its
membership.
About Defaqto
Defaqto is a leading financial services technology business
operating a fintech platform for 8,500 advisers and providing
independent ratings of 21,000 financial products and funds,
licensed by 230 brands.
Defaqto collects data on over 40,000 products and funds and
provides independent information to help banks, insurers and fund
managers to get a complete overview of the financial products
available to consumers and to help consumers make more informed
decisions.
Financial Advisers use Defaqto's services to get an overview of
the market and the financial products available so that they can
select the most suitable products for their clients. The business
also provides comparison sites and product manufacturers with
information to assist consumers.
FURTHER INFORMATION
1. Introduction to the Acquisition of Defaqto
SimplyBiz is pleased to announce that it has conditionally
agreed to acquire the entire issued share capital of Regulus, the
owner of Defaqto, for a Total Consideration of GBP74.3 million.
Defaqto collects data on over 40,000 products and funds and
provides independent information to help banks, insurers and fund
managers to get a complete overview of the financial products
available to consumers and to help consumers make more informed
decisions.
It operates a fintech platform for 8,500 advisers and provides
independent ratings of 21,000 financial products and funds,
licensed by over 230 brands.
Defaqto has been operating for over 25 years and has a team of
60 analysts and researchers monitoring the market on a daily basis.
During 2018, Defaqto facilitated more than GBP10 billion worth of
recommendations through its software to financial
intermediaries.
Financial Advisers use Defaqto's services to get an overview of
the market and the financial products available so that they can
select the most suitable products for their clients. The business
also provides comparison sites and product manufacturers with
information to assist consumers.
Defaqto is a high margin, cash generative business built on a
regulatory and capital light model. It has very good visibility on
revenues, of which 96% is from repeat and recurring sources. In
2018, Defaqto generated revenues of GBP12.8 million, an increase of
10% on 2017. Adjusted EBITDA for 2018 was GBP5.3 million,
representing growth of 7% on 2017. Adjusted EBITDA margin was
41%.
Management are targeting Defaqto revenue growth and adjusted
EBITDA growth of 10% and 15%, respectively, for the full year to 31
December 2019.
The Acquisition will be funded by way of a Primary Placing to
raise GBP13.8 million, the issue of new Ordinary Shares with a
value of GBP15.3 million which will be the subject of the Vendor
Placing (the "Vendor Placing Shares"), the issue of Consideration
Shares with a value of GBP7.5 million, new bank facilities being
increased by GBP37.5 million (to an aggregate of GBP45 million),
and existing cash of approximately GBP3.1 million to satisfy a
Total Consideration of GBP74.3 million and associated expenses of
approximately GBP2.9 million. Post Acquisition leverage is expected
to be 2.3x net debt to enlarged Group adjusted EBITDA (before share
based payments) and management expect this to be below 2x by 31
December 2019 due to a high level of cash conversion.
Completion of an acquisition agreement entered into on 20 March
2019 between (1) the shareholders of Regulus (the "Vendors") and
(2) SimplyBiz (the "Acquisition Agreement"), which is subject to
the Placing Shares being admitted to AIM on 21 March 2019.
2. Background to and reasons for the Acquisition
The Acquisition is a further milestone in the evolution of
SimplyBiz and is expected to be earnings enhancing within the first
twelve months of collective operation. Moreover, it fits with
SimplyBiz's stated core growth themes, namely to increase its
support to existing customers, and to diversify into new,
strategically-linked markets, whilst increasing product innovation
and market insight to the Group's offering.
The Acquisition brings together SimplyBiz, the largest provider
of outsourced regulatory and business support to the retail
financial services market, with Defaqto, a leading financial
information and technology business that helps financial
institutions design and promote their propositions and helps
consumers make more informed decisions.
The enlarged group following the Acquisition creates a single
fintech and support services group, which will benefit from an
increased number and range of distribution channels. Significantly,
Defaqto will help the Group to advance its services into the
General Insurance and Banking markets as it looks to expand its
offering. Defaqto's dominance in these two sectors will provide the
Group with considerable opportunities as it looks to grow its
customer base and use technology to expand its footprint within
retail financial services. Similarly, SimplyBiz will offer Defaqto
access to its knowledge and experience of the advisory and asset
management markets.
The increased analysis and insight from Defaqto will create
considerable synergies and benefits for the enlarged Group's
customers. It will enable SimplyBiz to integrate its existing
compliance and regulatory services into Defaqto's powerful
technology platform to support the development of enhanced regtech
and fintech capabilities to meet the needs of its customers.
The opportunities presented for revenue enhancement across the
combined Group are considerable and the Group expects these to
materialise as a result of the newly combined fintech operation. In
line with SimplyBiz's loyal customer base, Defaqto saw recurring
and repeated revenue of 96% over 2018.
Importantly, Defaqto has been a partner of SimplyBiz since
January 2018, when SimplyBiz selected Defaqto's Engage solution to
develop its own end-to-end financial planning system Centra.
Accordingly, the Board believe this significantly reduces the
integration risk of the Acquisition as the management teams are
known to each other. More than 2,300 advisers have adopted Centra
in the nine months to 31 December 2018 since its launch in March
2018, demonstrating that Defaqto's Engage solution has been a key
component in enabling SimplyBiz to attract and retain customers.
One of the benefits of combining the two companies is that Defaqto
will be closer to end users and will be able to continue developing
market leading products as a result of this. Defaqto's Engage
solution has been a key component in enabling SimplyBiz to attract
and retain customers.
SimplyBiz has completed seven acquisitions since founding the
business in 2002. The successful acquisition and integration of
Landmark Surveyors in January 2018 exemplifies the Group's proven
track record of executing inorganic, accretive M&A alongside a
rigid focus on organic growth.
The Board firmly believes that the acquisition of Defaqto is an
excellent fit with SimplyBiz's stated strategy as it increases its
scale and expands the Group's access to important financial markets
as well as unique market knowledge and insight.
3. Key terms and financing of the Acquisition
Under the terms of the Acquisition Agreement, SimplyBiz has
agreed to acquire the entire issued share capital of Regulus, 100%
owners of Defaqto for a Total Consideration of GBP74.3 million.
Regulus is currently owned by Synova Capital (67.5%) and Defaqto
management (32.5%).
The Acquisition will be funded through the Primary Placing
raising GBP13.8 million, the issue of the Consideration Shares to
the value of GBP7.5 million and the issue of Vendor Placing Shares
to the value of GBP15.3 million, a GBP37.5 million revolving credit
facility provided by Yorkshire Bank and Natwest; and GBP0.2 million
in Group cash. The costs of the transaction of approximately GBP2.9
million are being funded by the Company's existing cash. The
Acquisition includes the purchase of GBP3.4 million of cash on
Defaqto's balance sheet at completion.
All key Defaqto management will be retained under the terms of
the Acquisition, incentivised by a bonus and cash LTIP on
outperformance.
Upon completion of the Acquisition, the Consideration Shares
will be allotted to certain members of Defaqto management in part
consideration for their shares in Regulus t the Placing Price.
Under the Acquisition Agreement these shares are subject to lock-up
arrangements for the 12 month period following completion of the
Acquisition and thereafter to orderly marketing arrangements for a
further 12 months.
Following completion of the Acquisition, Defaqto management will
have in aggregate a 4.3 per cent. interest in the SimplyBiz Group
plc.
4. Audited Financial Performance of Defaqto and Unaudited
Proforma Combined Group Financials
Defaqto Historical Audited Financial Performance
Year to 31 July FY16 FY17 FY18
GBPm
-------------------- ------ ------ ------
Revenue 11.6 11.7 12.5
Recurring Revenues 92.2% 94.5% 96.0%
Adjusted EBITDA 4.6 4.7 5.2
Adjusted EBITDA
Margin 39.6% 40.7% 41.8%
Free Cash Flow 3.5 2.8 4.4
Free Cash Flow
Conversion Rate 67.7% 59.5% 84.7%
Unaudited Proforma Combined Group Financials
The table below illustrates the unaudited proforma combined
group financials for the Company and Defaqto for the year ended 31
December 2018 based on the Group's audited results for the year
ended 31 December 2018 and Defaqto's unaudited management accounts
on a pro forma basis for a 12 month period to 31 December 2018 to
align with the Group's year end:
Year to 31 December SimplyBiz Defaqto Combined
2018 GBPm Group Group
--------------------------- ---------- -------- ---------
Total Revenues 50.7 12.8 63.5
Recurring Revenues 96.3% 96.9% 96.4%
Adjusted EBITDA 11.4 5.3 16.7
Adjusted EBITDA
Margin 22.5% 41.0% 26.3%
Free Cash Flow 9.1 3.5 12.6
Free Cash Flow Conversion
Rate 79.5% 67.0% 75.6%
Notes
- Defaqto Free Cash Flow is calculated as Adjusted EBITDA, less
working capital, CAPEX, tax and capitalised development costs
- Analysis above excludes GBP0.1 million of intercompany revenue elimination
5. Financial effects of the Acquisition, the Institutional
Placing and Issue of Consideration Shares
The Directors believe that, taking into account the business and
prospects of the enlarged Group, the Acquisition is expected to be
earnings enhancing (before synergies) in first 12 months of
ownership.
6. Current trading update
The Group announced its full year results for the twelve months
ended 31 December 2018 on 5 March 2019. The Board continues to
believe that SimplyBiz's strong business model positions it for
continued growth to deliver a successful year ahead for the
business, clients, staff, and shareholders.
7. Details of the Placing Shares and Consideration Shares
The Company has raised GBP13.8 million (before commission, fees
and expenses) by way of a Primary Placing and the Vendors have
realised GBP15.3 million pursuant to the Vendor Placing, through
the placing and/or sale of an aggregate of 16,151,108 Placing
Shares.
The Placing Shares and the Consideration Shares will rank pari
passu in all respects with the Company's existing Ordinary Shares.
The Placing Shares and the Consideration Shares will not be
eligible for the Final Dividend recently declared, which is subject
to shareholder approval at the Annual General Meeting as the
Placing Shares and Consideration Shares are being issued after the
record date.
The allotment of the Placing Shares and Consideration Shares, at
the Placing Price, are both being made pursuant to a combination of
the existing authorities to allot shares and dis-apply pre-emption
rights under section 551 and section 570 of the Act, which the
Directors were given at the time of the Company's admission to AIM
on 4 April 2018.
Completion of the Institutional Placing and allotment of the
Consideration Shares is expected to occur on 20 March 2018 and, is
subject to the completion of the Acquisition Agreement and
Admission.
Under the terms of a placing agreement entered into on 20 March
2019 between Zeus Capital, Peel Hunt and the Company (the "Placing
Agreement"), Zeus Capital and Peel Hunt have, as agents for the
Company, conditionally procured subscribers for the Placing Shares,
at the Placing Price, comprising existing shareholders of the
Company and new institutional and other professional investors.
Completion of the Placing Agreement is conditional on
Admission.
The Placing Price represents a discount of 6 per cent. to the
closing mid-market price of the Ordinary Shares on 19 March 2019.
The Placing Shares will represent approximately 16.7 per cent. of
the enlarged ordinary share capital of the Company.
The Institutional Placing will be subject to, and conditional
on, inter alia, the Placing Agreement becoming unconditional in all
respects and not having been terminated in accordance with its
terms.
The Placing Shares and the Consideration Shares will, following
Admission, rank pari passu with the existing issued Ordinary Shares
and will have the right to receive all dividends and other
distributions declared, made or paid in respect of the issued
Ordinary Share capital of the Company following Admission.
The Institutional Placing is not underwritten.
The Institutional Placing is conditional upon, inter alia,
Admission becoming effective and the Placing Agreement becoming
unconditional in all respects by no later than 8.00 a.m. on 21
March 2019 or such later date (being not later than 8.00 a.m. on 5
April 2019) as the Company, Zeus Capital and Peel Hunt may agree.
Application has been made to London Stock Exchange plc for the
Placing Shares and Consideration Shares to be admitted to trading
on AIM. It is expected that Admission will occur on 21 March
2019.
The allotment and issue of the Placing Shares and the
Consideration Shares will not exceed the Company's existing
authorities. Therefore, no shareholder approval is required.
8. Related Party Transaction
The following Related Party (as defined by nature of their
status as a Substantial Shareholder in the AIM Rules for Companies)
will be participating in the Institutional Placing.
Related Party Current % of Participation Holding % of Enlarged
Holding Existing in Institutional post participation Issued
as per Ordinary Placing Share
latest Shares Capital
TR-1
Liontrust Investment
Partners LLP 8,238,285 10.77% 1,027,777 9,266,062 9.57%
The Directors consider, having consulted with the Company's
nominated adviser, Zeus Capital, that the terms of the Related
Party's participation in the Institutional Placing is fair and
reasonable insofar as the Company's Shareholders are concerned.
Important notice
This announcement has been prepared in accordance with English
law, the AIM Rules and the Disclosure Guidance and Transparency
Rules and information disclosed may not be the same as that which
would have been prepared in accordance with the laws of
jurisdictions outside England.
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.
This Announcement has been issued by, and is the sole
responsibility of, the Company. No representation or warranty,
express or implied, is or will be made by Zeus Capital Limited
("Zeus Capital") or Peel Hunt LLP ("Peel Hunt"), or by any of their
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 any interested person or its
advisers, and any liability therefore is expressly disclaimed. None
of the information in this Announcement has been independently
verified or approved by Zeus Capital or Peel Hunt or any of their
respective partners, directors, officers, employees, advisers,
consultants or affiliates. Save for any responsibilities or
liabilities, if any, imposed on Zeus Capital and/or Peel Hunt by
FSMA or by the regulator regime established under it, no
responsibility or liability is accepted by either Zeus Capital or
Peel Hunt or any of their respective partners, directors, officers,
employees, advisers, consultants or affiliates for any errors,
omissions or inaccuracies in such information or opinions or for
any loss, cost or damage suffered or incurred howsoever arising,
directly or indirectly, from any use of this Announcement or its
contents or otherwise in connection with this Announcement or from
any acts or omissions of the Company in relation to the
Placing.
The distribution of this announcement in jurisdictions outside
the United Kingdom may be restricted by law and therefore persons
into whose possession this announcement comes should inform
themselves about, and observe such restrictions. Any failure to
comply with the restrictions may constitute a violation of the
securities law of any such jurisdiction.
There is no intention to register any portion of the Placing in
the United States or to conduct any public offering of securities
in the United States or elsewhere. All offers of Placing Shares
will be made pursuant to an exemption under the Prospectus
Directive 2003/71/EC, as amended from time to time, including by
Directive 2010/73/EC to the extent implemented in the relevant
member state and includes any relevant implementing directive
measure in any member state (the "Prospectus Directive") from the
requirement to produce a prospectus. This Announcement is being
distributed to persons in the United Kingdom only in circumstances
in which section 21(1) of the Financial Services and Markets Act
2000 ("FSMA") does not apply.
Members of the public are not eligible to take part in the
Placing. This Announcement and the terms and conditions set out in
the Appendix are for information purposes only and are directed
only at: (a) persons in Member States of the Economic European Area
who are qualified investors within the meaning of article 2(1)(e)
of the Prospectus Directive ("Qualified Investors"); and (b) in the
United Kingdom, Qualified Investors who are persons who (i) have
professional experience in matters relating to investments falling
within the definition of "investments professional" in article
19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order"); (ii) are persons
falling within article 49(2)(a) to (d) ("high net worth companies,
unincorporated associations, etc") of the Order; or (iii) persons
to whom it may otherwise be lawfully communicated; (all such
persons together being referred to as "Relevant Persons"). This
Announcement and the Appendix must not be acted on or relied on by
persons who are not Relevant Persons.
This announcement is not for release, publication, distribution,
directly or indirectly, in or into the United States (including its
territories and possessions and any state or other jurisdiction of
the United States). This announcement does not constitute or form a
part of any offer to sell or solicitation to purchase or subscribe
for securities in the United States or in any other jurisdictions.
The securities referred to in this announcement have not been, and
will not be, registered under the United States Securities Act of
1933, as amended (the "US Securities Act") or the securities laws
of any state of the United States or with any securities regulatory
authority of any state or other jurisdiction of the United States
and may not be offered, sold, resold, transferred or delivered
within the United States except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of
the US Securities Act and in compliance with any applicable
securities laws of any state or other jurisdiction of the United
States. There will be no public offer of securities in the United
States.
Cautionary Statements
This announcement includes statements that are, or may be deemed
to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates",
"envisages", "plans", "anticipates", "targets", "aims",
"continues", "expects", "intends", "hopes", "may", "will", "would",
"could" or "should" or, in each case, their negative or other
variations or comparable terminology. These forward-looking
statements include matters that are not facts. By their nature,
forward-looking statements involve risk and uncertainty because
they relate to future events and circumstances. A number of factors
could cause actual results and developments to differ materially
from those expressed or implied by the forward-looking statements,
including, without limitation: a condition to the Placing not being
satisfied, expected cost savings not being realised, changing
demands of consumers, changing business or other market conditions,
and general economic conditions. These and other factors could
adversely affect the outcome and financial effects of the plans and
events described in this announcement. Forward-looking statements
contained in this announcement based on past trends or activities
should not be taken as a representation that such trends or
activities will continue in the future. Subject to any requirement
under the AIM Rules, the Disclosure Guidance and Transparency Rules
or other applicable legislation or regulation, SimplyBiz does not
undertake any obligation to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise. Investors should not place undue reliance on
forward-looking statements, which speak only as of the date of this
announcement.
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
decisions 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 either Zeus Capital or Peel Hunt.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than AIM, a
market operated by the London Stock Exchange plc.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into or forms part of this Announcement.
Zeus Capital and Peel Hunt
Zeus Capital LLP, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is appointed as
SimplyBiz's nominated adviser and Joint Bookrunner only and is
therefore acting only for SimplyBiz in connection with the matters
described in this announcement and is not acting for or advising
any other person, or treating any other person as its client, in
relation thereto and will not be responsible for providing the
regulatory protection afforded to clients of Zeus Capital or advice
to any other person in relation to the matters contained herein.
Neither Zeus Capital nor any of its directors, officers, employees,
advisers or agents accepts any responsibility or liability
whatsoever for this announcement, its contents or otherwise in
connection with it or any other information relating to SimplyBiz,
whether written, oral or in a visual or electronic format.
Peel Hunt LLP, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority is appointed as
SimplyBiz's Joint Bookrunner only and is therefore acting only for
SimplyBiz in connection with the matters described in this
announcement and is not acting for or advising any other person, or
treating any other person as its client, in relation thereto and
will not be responsible for providing the regulatory protection
afforded to clients of Peel Hunt or advice to any other person in
relation to the matters contained herein. Neither Peel Hunt nor any
of its directors, officers, employees, advisers or agents accepts
any responsibility or liability whatsoever for this announcement,
its contents or otherwise in connection with it or any other
information relating to SimplyBiz, whether written, oral or in a
visual or electronic format.
Information for Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/ 65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any manufacturer (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the SimplyBiz Shares being the subject of the Placing have been
subject to a product approval process, which has determined that
such SimplyBiz Shares are: (i) compatible with an end target market
of retail investors and investors who meet the criteria of
professional clients and eligible counterparties, each as defined
in MiFID II; and (ii) eligible for distribution through all
distribution channels as are permitted by MiFID II (the "Target
Market Assessment").
Notwithstanding the Target Market Assessment, distributors
should note that: the price of the SimplyBiz Shares may decline and
investors could lose all or part of their investment; the SimplyBiz
Shares offer no guaranteed income and no capital protection; and an
investment in the SimplyBiz Shares is compatible only with
investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, Zeus Capital and Peel Hunt will only
procure investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the SimplyBiz
Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the SimplyBiz Shares and
determining appropriate distribution channels.
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
MSCCKKDKABKKDNB
(END) Dow Jones Newswires
March 20, 2019 03:01 ET (07:01 GMT)
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