TIDMAPQ
RNS Number : 2198B
APQ Global Limited
29 January 2020
29 January 2020
APQ Global Limited
("APQ Global" or the "Company")
Acquisition of Parish Group Limited
Issue of Warrants and Convertible Preference Shares
APQ Global, an emerging markets growth company based in
Guernsey, is pleased to announce that it has acquired the entire
issued share capital of Parish Group Limited ("Parish") (the
"Acquisition") a Guernsey incorporated non-cellular limited
company.
Parish is a fiduciary and corporate services provider, based in
Guernsey and Alderney and offers the following services:
-- Corporate Services - A full suite of corporate services including incorporation and set up, administration, provision of corporate directors, nominee shareholders, corporate secretarial work, provision of Company Secretary, Registered Office, Resident Agent.
-- Trust Services - Parish provides a comprehensive range of
services for the establishment and administration of Trusts.
-- Pension Services - Including RATS (Retirement Annuity Trust
Schemes), QROPS (Qualifying Retirement Overseas Pension Schemes),
QNUPS (Qualifying Non-UK Pension Schemes) and International Pension
Plans.
-- Intellectual Property - As a licensed fiduciary, Parish
assists with registering trademarks, patents and image rights in
accordance with Guernsey law.
-- Foundations - establishment and administration of
Foundations, provision of enforcer, resident agent, council members
etc.
-- Support Services - Provision of all kinds of administration
support, business planning, accountancy, bookkeeping, payroll and
Guernsey tax computations and returns.
-- Legal Services - Provision of legal guidance and advice to a
portfolio of clients covering all areas of business by in-house
legal counsel for non-reserved legal matters. Parish also provides
guidance in relation to more complex legal affairs and makes
external referrals, particularly in relation to reserved legal
activity including litigation, probate and administration of
oaths.
The Acquisition is an excellent strategic fit for APQ Global and
will accelerate the Company's growth plan in the corporate services
sector with a focus on emerging markets. Parish Group currently
offers its services to clients in over 30 jurisdictions, including
Israel, South Africa, the United Arab Emirates and Qatar.
For the year to 31 December 2018, Parish generated revenues of
approximately GBP1.0 million and profit before tax of approximately
GBP0.4 million. As at 31 December 2018, Parish has gross assets of
approximately GBP1.4 million.
In consideration to the sellers for the acquisition:
-- The Company will pay a net amount of approximately
GBP2,700,000 cash consideration to the Sellers;
-- APQ Capital Services Limited, a wholly owned subsidiary of
the Company, will issue 268,000 Convertible Preference Shares
(convertible into ordinary shares in APQ Global) to the Sellers
(the "Convertible Preference Shares") at price of $10 per share;
and
-- The Company will issue 1.0 million warrants in APQ Global
("Warrants"), with an exercise price equal to the most recently
announced book value per share of 70.94 pence, to the Sellers.
The Convertible Preference Shares and Warrants will be listed on
TISE, however will not be admitted to trading on the AIM
Market.
Convertible Preference Shares
As part consideration for the Acquisition, APQ Capital Services
Limited, a wholly owned subsidiary of the Company, will issue
268,000 Convertible Preference Shares (convertible into ordinary
shares in APQ Global) at a price of $10 per share).
The Convertible Preference Shares will pay a preferred dividend
of 6 per cent. per annum.
The Convertible Preference Shares can be converted into Ordinary
Shares in the Company on the fifth anniversary of the date on which
they were issued and every two years thereafter.
The Convertible Preference Shares will be convertible with
reference to the Convertible Preference Share Book Value (as
adjusted by movements in the Book Value of the Company's Ordinary
Shares).
Holders of the Convertible Preference Shares rank for dividends
in priority to the other shareholders (save for, for the avoidance
of doubt, interest payable to holders of CULS).
On a winding-up or other return of capital (other than a
redemption, purchase or conversion by the Company of any of its
share capital permitted by the Articles and under applicable law),
each Convertible Preference Share shall confer on the holder the
right to receive out of assets of the Company, (after, for the
avoidance of doubt, the payment of amounts due to holders of CULS),
an amount in respect of each Convertible Preference Share equal to
the Preference Share Book Value, calculated down to the date of
commencement of the winding up or an administration order.
Further information and the terms of the Warrants are provided
in an appendix to this announcement. The full TISE Listing Document
for the Convertible Preference Shares is available on the Company's
website: https://www.apqglobal.com/investors/aim-rule-26/
Warrants
As part consideration for the Acquisition, the Company will
issue 1.0 million Warrants to the sellers.
The Exercise Price of the Warrants will be equal to the most
recently announced book value per share of 70.94 pence.
The Warrants will be exercisable on the third anniversary of the
admission to TISE and every three months until 30 August 2026.
Further information and the terms of the Warrants are provided
in an appendix to this announcement. The full TISE Listing Document
for the Warrants is available on the Company's website:
https://www.apqglobal.com/investors/aim-rule-26/
There are not expected to be any changes to the Board of the
Company as a result of the Acquisition.
Bart Turtelboom, Chief Executive Officer and Executive Director
of APQ Global, commented:
"We are delighted that we have agreed to acquire Parish Group
Limited. We are proposing to acquire a business which has a
long-standing track record of delivering strong revenue and
profitability and has expanded confidently since establishment.
Furthermore, by adding Parish Group to our portfolio of companies,
we believe that there is a clearly defined opportunity to achieve
strong shareholder return."
For further enquiries, please contact:
APQ Global Limited
Bart Turtelboom - Chief Executive
Officer 020 3478 9708
N+1 Singer - Nominated Adviser
and Broker
James Maxwell / Justin McKeegan 020 7496 3000
Carey Group - TISE sponsor
Claire Torode 01481 737 279
Investor Relations
IR@APQGlobal.com
APPIX
INFORMATION AND TERMS OF THE CONVERTIBLE PREFERENCE SHARES
Conversion
A holder of Convertible Preference Shares may on (i) the fifth
anniversary of the first date on which Convertible Preference
Shares were issued and/or (ii) the date falling each two years
thereafter, on giving written notice to the Issuer at least 30 (but
no more than 60) days prior to such date, exchange in whole or in
part its holding of the Convertible Preference Shares into Ordinary
Shares at the Conversion Rate.
Fractions of Ordinary Shares will not be issued on Conversion
and a holder's entitlement to Ordinary Shares on Conversion will be
rounded down to the nearest Ordinary Share.
Ordinary Shares issued upon Conversion will be credited as fully
paid and will in all respects rank equally with the Ordinary Shares
in issue on the relevant Conversion date except that Ordinary
Shares so issued will not rank for any dividend or other
distribution which has been announced, declared, recommended or
resolved prior to the Conversion date by the Directors or by the
Issuer in general meeting to be paid or made if the record date for
such dividend or other distribution is on or prior to the
Conversion date.
Conversion Rate
Such number of Ordinary Shares for each Convertible Preference
Share as is calculated as A / B where:
A is the Convertible Preference Share Book Value in US$ as at
the immediately preceding Book Value Reference Date, divided by the
number of Convertible Preference Shares in issue as at the date of
calculation; and
B is the Book Value less the Convertible Preference Share Book
Value, each in US$ and as at the immediately preceding Book Value
Reference Date, divided by the number of Ordinary Shares in the
Parent in issue as at the date of calculation,
(rounded to four decimal places).
Convertible Preference Share Book Value
US$10 multiplied by the number of Convertible Preference Shares
in issue,
(a) increased with effect from each Book Value Reference Date by
50 per cent. of the amount by which the Book Value exceeds the Book
Value on the previous Book Value Reference Date multiplied by the
CPS Participation Rate, save where the Book Value is less than the
Initial Book Value in which case the Convertible Preference Share
Book Value shall be increased by 100 per cent. of such excess
multiplied by the CPS Participation Rate; or
(b) decreased with effect from each Book Value Reference Date by
50 per cent. of the amount by which the Book Value is less than the
Book Value on the previous Book Value Reference Date multiplied by
the CPS Participation Rate, save where the Book Value is less than
the Initial Book Value in which case the Convertible Preference
Share Book Value shall be decreased by 100 per cent. of such
shortfall multiplied by the CPS Participation Rate.
CPS Participation Rate
A percentage rate calculated as X / Y where:
X is the Convertible Preference Share Book Value in US$ as at
the immediately preceding Book Value Reference Date; and
Y is the Book Value in US$ as at the immediately preceding Book
Value Reference Date,
(rounded to four decimal places).
Preference Dividends
Cumulative preferential dividends will accrue on the Convertible
Preference Shares at a fixed rate of 6 per cent. per annum on the
amount of US$10, such dividend to accrue from day to day on the
basis of a 365 day year from (and including) the date of issue and
be payable, subject to the approval of the Directors in their sole
discretion, quarterly in equal instalments in arrears on 31 March,
30 June, 30 September and 31 December (or the next Business Day) in
each year, save that in respect of the first payment the dividend
will be paid on 31 March 2020 and calculated on a pro rata basis
(the "Preference Dividend").
A Convertible Preference Share will cease to entitle the holder
to receive Preference Dividends from and including the date it is
redeemed, converted or repurchased.
Preference Dividends will be paid only to the extent that the
Directors approve such payment and that payment of the same can be
made lawfully as at each dividend payment date.
The Parent has given an undertaking for the benefit of the
Issuer and the holders of the Convertible Preference Shares not to
declare or pay a dividend in respect of the Ordinary Shares in the
event that, at the relevant time, there are outstanding arrears of
the preferred dividend to which the holders of the Convertible
Preference Shares are entitled.
The holders of the Convertible Preference Shares shall not be
entitled to participate in any further profits, dividends or bonus
share issue of the Issuer. The holders of the Convertible
Preference Shares shall rank for dividends in priority to the
holders of any other class of shares of the Issuer and if there are
any arrears of the Preference Dividend outstanding the Issuer may
not pay any distribution (as defined in section 301 of the
Companies Law but excluding for these purposes distributions
falling within sections 302(1)(a), (d) and (e) of the Companies
Law) in respect of the Ordinary Shares or any other shares ranking
for distribution after the Convertible Preference Shares.
Scrip Preference Dividend
Holders of Convertible Preference Shares will not be offered the
right to elect to receive further Convertible Preference Shares
instead of cash in respect of all or part of the Preference
Dividend.
Redemption
Subject to being permitted to do so by law, the Convertible
Preference Shares may be redeemed by the Issuer on 31 December 2024
and the date falling each two years thereafter (or, if any such
date is not a Business Day, the following Business Day) (a
"Redemption Date"). The amount to be paid per Convertible
Preference Share on a Redemption Date will be an amount equal to
the Convertible Preference Share Book Value, increased by 1 per
cent. for each two years that have elapsed since the first
Redemption Date, and divided by the number of Convertible
Preference Shares in issue. On redemption, a holder of Convertible
Preference Shares shall not be entitled to receive any arrears of
the Preference Dividend.
Save as set out above, the Convertible Preference Shares will
not be capable of being redeemed although the Issuer will have the
ability to buy back the Convertible Preference Shares in the usual
manner.
Capital
On a winding-up or other return of capital (other than a
redemption, purchase or conversion by the Issuer of any of its
share capital permitted by the Articles and under applicable law),
each Convertible Preference Share shall confer on the holder
thereof the right to receive out of assets of the Issuer, in
priority to other shareholders, in respect of each Convertible
Preference Share held an amount equal to the Convertible Preference
Share Book Value, together with a sum equal to any arrears of the
6% Preference Dividend in respect of such Convertible Preference
Share.
The Convertible Preference Shares shall not have any further
right to participate in the assets of the Issuer on any such return
of capital.
Voting Rights
Holders of Convertible Preference Shares will be entitled to
receive notice of and to attend any general meeting of shareholders
of the Issuer but not to speak or vote upon any resolution proposed
at such meeting unless the business of the meeting includes a
resolution varying, abrogating or modifying any of the rights
attached to the Convertible Preference Shares or to wind-up the
Issuer pursuant to Part XXII of the Companies Law (and then the
holders of the Convertible Preference Shares shall only have the
right to speak and vote upon any such resolution).
In circumstances where the Convertible Preference Shares shall
entitle the holders to vote on a show of hands, every holder shall
have one vote and on a poll every holder shall have one vote for
each Convertible Preference Share he holds.
Information Rights
The Parent shall send to the holders of Convertible Preference
Shares a copy of its annual report and accounts or any other
document which is sent to the holders of Ordinary Shares.
Form
The Convertible Preference Shares will be issued in certificated
form or uncertificated form in CREST.
Transfer
The Convertible Preference Shares may be transferred on the same
basis as the Ordinary Shares.
The Convertible Preference Shares are transferable in CREST.
Ordinary Shares
Ordinary Shares of no par value in the capital of the
Parent.
The Ordinary Shares are admitted to trading on AIM and are
listed on TISE. The ISIN of the Ordinary Shares is GG00BZ6VP173.
Issuer announcements are released by RNS.
No shares will be issued at a fraction but if so required will
be rounded down to the nearest whole share.
Ordinary Shares shall be fully paid, rank pari passu with fully
paid shares of the same class and entitle the holder to receive
dividends.
Restrictions
Without the consent or sanction of the requisite majority of
holders of the Convertible Preference Shares as is required for a
variation of the rights attached to them:
(i) the Issuer will not to pass a voluntary winding up resolution;
(ii) there shall not take place a conversion/migration or
voluntary strike off of the Issuer under Guernsey law;
(iii) no shares ranking ahead of the Convertible Preference Shares will be issued; and
(iv) the Issuer shall not make a distribution by way of a
reduction of share capital as referred to in section 302(1)(c) of
the Companies Law in respect of Convertible Preference Shares
INFORMATION AND TERMS OF THE WARRANTS
Subscription Rights
Any Warrantholder, during the Exercise Period, shall have the
right (but not the obligation) to subscribe in cash for Ordinary
Shares.
Each Warrant entitles the Warrantholder to subscribe in cash for
one Ordinary Share at the Exercise Price, subject to any
Adjustments.
Exercise Price
The Exercise Price is 70.94 pence per Warrant, being an amount
equal to the most recently announced Book Value per Ordinary Share
on the date of issue of the Warrants.
Exercise Period
The period in which a holder of a Warrant can exercise its
Subscription Right, such period commencing on the third anniversary
of the admission of the Warrants to TISE and expiring on 30 August
2026.
If any Subscription Rights remain unexercised following
expiration of the Exercise Period they shall automatically lapse
and cease to be exercisable.
Exercise Point
The points during the Exercise Period when a Warrantholder can
exercise a Subscription Right are:
(i) the third anniversary of the admission of the Warrants to
TISE;
(ii) each date falling three months thereafter during the
Exercise Period; or
(iii) 30 August 2026,
and in each case if such day is not a Business Day then the
following Business Day.
Exercise Notice
A notice in writing from any holder of Warrants to the Company
of their intention to subscribe for Ordinary Shares, which should
include the number of Ordinary Shares to be subscribed for and the
aggregate Exercise Price payable for such Warrant Shares.
An Exercise Notice is irrevocable once lodged with the Company
save with consent of the Board.
Exercise Procedure
Subscription Rights may be exercised in whole or in part and on
any number of occasions, however, no rights are exercisable in
respect of a faction of an Ordinary Share.
A Warrantholder who wishes to exercise its Subscription Rights
should lodge with the Company a duly completed Exercise Notice, the
certificate(s) corresponding to the relevant Warrants (if
applicable) and any information requested by the Company which is
required by law to be obtained by the Company prior to issuing
shares to any person.
Adjustment of the Subscription Rights
If, while any Subscription Rights remain exercisable, there
is:
(i) a subdivision or consolidation of the Ordinary Shares;
(ii) a reduction of capital (of whatever nature, but excluding a
cancellation of capital that is lost or not represented by
available assets or a buyback or redemption of shares), or any
other reduction in the number of Ordinary Shares in issue from time
to time;
(iii) an issue of Ordinary Shares by way of dividend or
distribution;
(iv) an issue of Ordinary Shares by way of capitalisation of
profits or reserves (including share premium account and any
capital redemption reserve); or
(v) a consolidation, amalgamation or merger of the Company with
or into another entity (other than a consolidation, amalgamation or
merger following which the Company is the surviving entity and
which does not result in any reclassification of, or change in, the
Ordinary Shares) (the "Adjustments"),
the Company shall adjust the Subscription Rights and/or the
Exercise Price, conditional on any such event occurring, but with
effect from the date of the relevant event or, if earlier, the
record date for the event so that, after such Adjustment:
(i) the total number of outstanding unexercised Warrant Shares
have the same proportion of voting rights and same entitlement to
participate in the profits as if no such Adjustment had occurred;
and
(ii) the aggregate price payable for all outstanding unexercised
Warrant Shares shall equal the same aggregate price as would be
payable for the number of outstanding unexercised Warrant Shares
immediately before the occurrence of the event giving rise to the
Adjustment.
Dividends
The Warrants do not confer any right to receive dividends.
Voting Rights
The Warrants do not confer voting rights save in certain
circumstances in respect of the variation or abrogation of the
terms of the Warrant Instrument or of all or any of the rights for
the time being attached to the Warrants.
Information Rights
While any Subscription Rights remain exercisable, the Company
shall send to the Warrantholders a copy of its annual report and
accounts or any other document which is sent to the holders of
Ordinary Shares
Ordinary Shares
Ordinary Shares of no par value in the capital of the
Company.
The Ordinary Shares are admitted to trading on AIM and are
listed on TISE. The ISIN of the Ordinary Shares is GG00BZ6VP173.
Company announcements are released by RNS.
No shares will be issued at a fraction but if so required will
be rounded down to the nearest whole share.
Ordinary Shares shall be fully paid, rank pari passu with fully
paid shares of the same class and entitle the holder to receive
Dividends.
The maximum number of Ordinary Shares that could be issued on
the exercise of the Subscription Rights attaching to the Warrants
is 1 million.
Form
The Ordinary Shares issued on exercise of Warrants will be
issued in uncertificated form in CREST.
Transfer of Warrants
The Warrants shall be transferable by means of an instrument of
transfer or a form approved by the Board which must be signed by
the holder of the relevant Warrants.
The Warrants are transferable in CREST.
Transmission of Warrants
If a Warrantholder dies, the Company may only recognise:
(i) the survivor or survivors where he was a joint holder;
(ii) his personal representatives where he was a sole holder or
the only survivor of joint holders,
as having any title to his Warrants.
Any person becoming entitled to a Warrant in consequence of the
death or bankruptcy of a Warrantholder or otherwise than by
transfer who produces such evidence of entitlement to Warrants as
the Board may require may either choose to become the holder of
that Warrant or to have it transferred to another person capable of
receiving a transfer of Warrants
Winding Up of the Company
Upon an effective resolution for the winding up of the Company
being passed the Subscription Rights and the Warrants shall expire.
Notwithstanding such expiration, each Warrantholder with
unexercised Subscription Rights shall be treated as if it had,
immediately before the passing of the resolution, fully exercised
such outstanding Subscription Rights and shall be entitled to
receive out of the assets available in the liquidation pari passu
with the holders of the Ordinary Shares such sum as it would have
received had it been the holder of such Ordinary Shares. The sum
entitled shall include a deduction of an amount equal to the sum
which would have been payable on exercise of the Warrants.
DEFINITIONS
The following definitions apply throughout the information and
terms of the Convertible Preference Shares and Warrants contained
in this appendix, unless the context otherwise requires:
"Admission" admission of the Convertible Preference
Shares to listing on the Official
List of TISE;
"AIM" the AIM market of the London Stock
Exchange;
"Articles" the articles of incorporation of
the Issuer;
"Auditors" the auditors for the time being
of the Group;
"Authority" the International Stock Exchange
Authority Limited;
"Issuer Board" the Issuer Directors;
"Issuer Directors" the directors of the Issuer as at
the date of this document and "Issuer
Director" means any one of them;
"Book Value" the net asset value of the Parent
(including its subsidiaries) determined
in accordance with the accounting
principles adopted by the Parent
from time to time;
"Book Value per Ordinary the Book Value divided by the total
Share" number of Ordinary Shares in issue
(excluding any Ordinary Shares held
in treasury);
"Book Value Reference Date" the last calendar day of each month;
"certificated" or "in certificated not in uncertified form (that is
form" not in CREST);
"Companies Law" the Companies (Guernsey) Law, 2008,
as amended, in force at the date
of the Listing Documents;
"Conversion" the exchange of Convertible Preference
Shares for Ordinary Shares at the
Conversion Rate;
"Conversion Date" has the meaning set out in the CPS
Listing Document;
"Convertible Preference cumulative convertible non-voting
Shares" 6 per cent. preference shares of
US$10 each in the capital of the
Parent carrying the rights and subject
to the obligations that are summarised
in the CPS Listing Document, including
the right to convert to Ordinary
Shares;
"Convertible Preference has the meaning set out in the CPS
Share Book Value" Listing Document;
"Corporate Services Agreement" the corporate services agreement
dated 10 August 2016 between the
Parent and the Corporate Services
Provider, details of which are set
out in the CPS Listing Document;
"Corporate Services Provider" Active Services (Guernsey) Limited;
"CPS Listing Document" Listing document relating to the
Convertible Preference Shares;
"CPS Participating Rate" has the meaning set out in the CPS
Listing Document;
"CREST" the relevant system (as defined
in the CREST Regulations) for the
paperless settlement of share transfers
and the holding of shares in uncertificated
form which is administered by Euroclear;
"CREST Guernsey Regulations" the Uncertificated Securities (Guernsey)
Regulations 2009 (as amended from
time to time);
"CREST Regulations" the Uncertificated Securities Regulations
2001 (SI 2001 No. 3755) (as amended
from time to time);
"CULS" 3.5 per cent. convertible unsecured
loan stock 2024 of the Parent, with
the rights described in the admission
particulars published by the Parent
on 15 August 2017;
"Directors" as the context requires, the Issuer
Directors and the Parent Directors;
"ERISA" the US Employment Retirement Income
Security Act of 1974, as amended;
"ERISA Plan Investors" a plan investor as defined by ERISA;
"EU" or "European Union" the European Union first established
by the treaty made at Maastricht
on 7 February 1992;
"Euroclear" Euroclear UK & Ireland Limited;
"Exercise Price" 70.94 pence per Warrant, being an
amount equal to the most recently
announced Book Value per Ordinary
Share on the date of issue of the
Warrants;
"FATCA" the US Foreign Account Tax Compliance
Act;
"FCA" the UK Financial Conduct Authority;
"FSMA" the Financial Services and Markets
Act 2000, (as amended from time
to time), including any regulations
made pursuant thereto;
"Group" the Parent and its subsidiaries
from time to time or, where the
context requires, any one or more
of them;
"Guernsey" the Island of Guernsey;
"IFRS" International Financial Reporting
Standards, as adopted by the EU;
"Initial Book Value" the Book Value on the date of issue
of the relevant Convertible Preference
Shares;
"Issue" the issue by the Issuer of 268,000
Convertible Preference Shares as
described in Part 3 of the CPS Listing
Document;
"Issuer" means APQ Capital Services Limited;
"Listing Documents" the CPS Listing Document and Warrants
Listing Document
"Listing Rules" the listing rules issued by TISE;
"London Stock Exchange" London Stock Exchange plc;
"Memorandum" the memorandum of incorporation
of the Issuer as amended from time
to time;
"N+1 Singer" Nplus1 Singer Advisory LLP;
"Orderly Market Deed" the deed dated 10 August 2016 between
the Parent, N+1 Singer and Bart
Turtelboom, details of which are
set out in the Listing Documents;
"Ordinary Shares" ordinary shares of no par value
in the Parent (and, for the avoidance
of doubt, not ordinary shares in
the Issuer);
"Parent" APQ Global Limited;
"Parent Articles" the articles of incorporation of
the Parent;
"Parent Board" the Parent Directors;
"Parent Directors" the directors of the Parent as at
the date of the Listing Documents
and "Parent Director" means any
one of them;
"Register" the register of members of the Issuer;
"Registrar" Link Registrars (Guernsey) Limited;
"Registrar Agreement" the registrar agreement between
the Registrar and the Parent, details
of which are set out in the Listing
Documents;
"Regulation S" Regulation S promulgated under the
Securities Act;
"Relationship Agreement" the agreement dated 10 August 2016
between the Parent, N+1 Singer,
the Sponsor and Bart Turtelboom,
details of which are set out in
the Listing Documents;
"Restricted Jurisdiction" each of Australia, Canada, Japan
and the United States;
"SEC" the US Securities and Exchange Commission;
"Securities Act" the US Securities Act of 1933, as
amended;
"Shareholder" a holder of a Shares;
"Shares" shares in the capital of the Issuer
and/or the Parent, as the context
requires;
"Sponsor" Carey Commercial Limited;
"Sponsorship Agreement" the sponsorship agreement between
the Sponsor and the Parent, details
of which are set out in the Listing
Documents;
"Takeover Code" The City Code on Takeovers and Mergers;
"TISE" The International Stock Exchange;
"UK" or "United Kingdom" the United Kingdom of Great Britain
and Northern Ireland;
"US Investment Company Act" the US Investment Company Act of
1940, as amended;
"uncertificated" or "in recorded on a register of securities
uncertificated form" maintained by Euroclear in accordance
with the CREST Regulations as being
in uncertificated form in CREST
and title to which, by virtue of
the CREST Regulations, may be transferred
by means of CREST;
"Undertaking Agreement" the agreement between the Issuer
and the Parent dated 2 January 2020,
details of which are set out in
the Listing Documents;
"US Code" the US Internal Revenue Code of
1986, as amended;
"US Person" has the meaning ascribed to it under
Regulation S;
"US" or "United States" the United States of America, its
territories and possessions, any
state of the United States of America
and the District of Columbia;
"Warrants" the warrants issued by the Parent
pursuant to the Warrant Instrument,
carrying the rights and subject
to the obligations that are summarised
in the Warrants Listing Document;
"Warrant Instrument" the warrant instrument of the Parent
dated 2 January 2020 constituting
the Warrants, details of which are
set out in the Warrants Listing
Document;
"Warrantholders" Holders of Warrants; and
"Warrants Listing Document" Listing document relating to the
Warrants.
- End -
Notes to Editors
APQ Global Limited
APQ Global (ticker: APQ LN) is an AIM- and TISE-listed company
with interests across Asia, Latin America, Eastern Europe, the
Middle East and Africa. The Company's objective is to steadily grow
earnings to deliver attractive returns and capital growth to
shareholders. This objective is achieved through a combination of
revenue generating operating activities and investing in growing
businesses across emerging markets. APQ Global run a
well-diversified and liquid portfolio, take strategic stakes in
selected businesses and plan to take operational control of
companies through the acquisition of minority and majority stakes
in companies with a focus on emerging markets.
For more information, please visit www.apqglobal.com
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
MSCFLFVTLFITFII
(END) Dow Jones Newswires
January 29, 2020 02:00 ET (07:00 GMT)
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