TIDMAAA
RNS Number : 0547H
All Active Asset Capital Limited
20 March 2020
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014 ("MAR"). With the
publication of this announcement via a Regulatory Information
Service, this inside information is now considered to be in the
public domain.
20 March 2020
All Active Asset Capital Limited
("AAAC" or "the Company")
Investment in warrants in Asimilar Group Plc
AAAC is pleased to announce that the Company has agreed to make
an investment of GBP156,000 in respect of the acquisition of
240,000 warrants ("Warrants") in Asimilar Group Plc ("Asimilar"),
which are exercisable at 5 pence per Asimilar share (the
"Investment"). The consideration for the Investment is to be wholly
satisfied by the issue of 78,000,000 new ordinary shares in the
Company (the "Consideration Shares"), which are to be issued at a
price of 0.2 pence per AAAC share. All of the Warrants have been
acquired from Mr Chris Akers.
The Warrants grant the warrant holder the right to subscribe for
240,000 new ordinary shares in Asimilar at an exercise price of 5
pence per share. This right expires on 31 May 2022. The Warrants
are to be acquired by AAAC at a price of 65 pence per Warrant. If
exercised, the shares held by AAAC would represent less than 0.25%
of the current issued share capital of Asimilar
Asimilar's shares were suspended from trading on AIM on 14
February 2020, due to Asimilar seeking to make a potential
investment in Sentiance NV ("Sentiance"), which is intended to be
comprised of a 9.3% new equity stake, with options which would
increase its holding to up to 35.9% of Sentiance's enlarged issued
share capital (the "Potential Sentiance Investment"). Sentiance is
a Belgian private company headquartered in Antwerp which is in the
business of developing artificial intelligence software, machine
learning and contextual behavioural data science.
Asimilar's Potential Sentiance Investment will be classified as
a reverse takeover under the AIM Rules due to the aggregate size of
this potential investment relative to Asimilar's existing
portfolio. The price per share at which Asimilar's shares were
suspended on 14 February 2020 was 47.5 pence. On 12 March 2020,
Asimilar announced a placing to raise GBP7.5 million at a price of
60 pence per share (the "Asimilar Placing"), which is conditional
on a number of matters, including Asimilar's enlarged share capital
being admitted to trading on AIM. There can be no guarantee that
Asimilar's Potential Sentiance Investment and the Asimilar Placing
will be completed, or of the final terms and timing of these
transactions.
Additionally, AAAC has been granted an option (the "Option"),
exercisable at the sole discretion of AAAC, to acquire a further
1,200,000 warrants in Asimilar from Mr Akers and other warrant
holders at a price of 85 pence per warrant, with such warrants also
having an exercise price of 5 pence and expiring on 31 May 2022.
The Option will also expire on 31 May 2022. Should AAAC choose to
exercise the Option, then the number of new ordinary shares in the
Company to be issued as additional consideration will be
255,000,000 at a price of 0.4 pence per share.
Application will be made for the 78,000,000 Consideration Shares
to be admitted to trading on AIM ("Admission") and the date on
which Admission is expected to become effective is on or around 26
March 2020.
Upon Admission, the Company's issued ordinary share capital will
consist of 522,076,072 ordinary shares with one voting right each.
The Company does not hold any ordinary shares in treasury.
Therefore, the total number of ordinary shares and voting rights in
the Company will be 522,076,072. With effect from Admission, this
figure may be used by Shareholders in the Company 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 share capital of the Company.
Following Admission, Mr Chris Akers will be interested in
78,000,000 ordinary shares in AAAC which will represent 14.94% of
the Company's enlarged share capital. Mr Chris Akers has entered
into an orderly market agreement with AAAC in respect of the
Consideration Shares and has undertaken that he will not (and will
procure, insofar as he is able, that none of his associates will
not) dispose of any interest in these ordinary shares for 6 months
unless such disposal is effected through Peterhouse Capital (or
such other brokers as may from time to time be appointed as brokers
to the Company), to ensure an orderly market.
About Asimilar Group Plc
Asimilar is an AIM-listed technology-focused investing company
whose investing policy is to invest in businesses which have the
potential to deliver significant returns. It focuses on
opportunities in the Big Data, Machine Learning, Telematics and
Internet of Things sectors. For its financial year ended 30
September 2019, Asimilar reported an audited loss after tax of
GBP731,784 (2018: loss GBP1,105,214). As at 30 September 2019,
Asimilar's audited gross assets were GBP2,995,972 (2018:
GBP3,441,504) and the net fair value of investments held was
GBP2,684,091 (2018: GBP3,083,995).
James Normand, Executive Chairman, said:
'I am pleased that AAAC is making its first investment, since
amending its investing policy last autumn, in such a promising and
enterprising company as Asimilar at this point in its development.
The potential of Asimilar's investee companies and, in particular,
its planned investment in Sentiance is, we believe,
considerable.'
'AAAC is actively seeking similar opportunities for the mutual
benefit of AAAC and of its investee companies'.
For further information:
All Active Asset Capital Limited
James Normand, Executive Chairman
Tel: +44 (0) 7779 799431
www.aaacap.com
Allenby Capital Limited (Nominated Adviser
and Joint Broker)
Nick Athanas / Alex Brearley
Tel: +44 (0) 203 328 5656
www.allenbycapital.com
Peterhouse Capital Limited (Joint Broker)
Lucy Williams / Duncan Vasey / Eran Zucker
Tel: +44 (0) 20 7469 0930
www. peterhousecap.com
Notes for editors about AAAC
AAAC is an investment company that was established as a platform
for investors looking to access growing markets in the Asia-Pacific
region. In October 2019, having previously sold one of its two
investments, the Company broadened the geographical range of its
investing policy to include Europe. The Company's investing policy
includes the creation of a portfolio of companies with at least a
majority of operations (or early-stage companies that intend to
have at least a majority of their operations) in Europe or the
Asia-Pacific region in industries with high growth potential
including, but not limited to, agriculture, forestry and
plantations, mining, natural resources, property, and/or
technology.
AAAC's remaining investment in the Asia-Pacific region is a 7%
holding in Myanmar Allure Group Co., Ltd. ("MAG"), which owns and
operates the Allure Resort, a combined hotel, resort and gaming
facility located in Tachileik province, Myanmar, in the vicinity of
the Thailand-Myanmar Mae Sai border.
AAAC is publicly quoted and its shares are traded on the AIM
Market, which is operated by the London Stock Exchange.
--ENDS--
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END
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