TIDMAFRN
RNS Number : 0259H
Aferian PLC
25 July 2023
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES, CANADA, JAPAN, AUSTRALIA, THE REPUBLIC OF SOUTH
AFRICA, NEW ZEALAND OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION. THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE UK VERSION OF REGULATION 2014/596/EU.
25 July 2023
Aferian plc
("Aferian", the "Company, the "Group")
Results of Placing & PDMR Dealings
Aferian plc (LSE AIM: AFRN), the B2B video streaming solutions
company, is pleased to announce the successful completion of the
Placing announced yesterday.
A total of 26,000,000 Placing Shares have been placed by
Investec Bank plc ("Investec"), the sole bookrunner, at the Placing
Price, raising gross proceeds of approximately US$4.0 million. The
Placing Price of 12 pence per share represents a premium of
approximately 20.0 per cent. to the closing middle market share
price of 10 pence per share on 24 July 2023.
In conjunction with the Placing, certain Directors and a member
of the senior management team have agreed to subscribe for an
aggregate of 2,020,833 Placing Shares at the Placing Price.
Application has been made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM. It is expected
that Admission will take place at 8.00 a.m. on 26 July 2023 (or
such date as may be agreed between the Company and Investec). The
Placing Shares will, when issued, be credited as fully paid and
will rank pari passu in all respects with the existing issued
Ordinary Shares.
The Placing is conditional upon, amongst other things, Admission
becoming effective and the Placing Agreement not being terminated
in accordance with its terms.
Total voting rights
Following Admission, the Company will have 112,694,609 Ordinary
Shares in issue. There are 1,482,502 Ordinary Shares held in
treasury. Therefore, the Company hereby confirms that the total
number of voting rights in the Company will, following Admission,
be 111,212,107. This figure may be used by shareholders 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 Company under the FCA's Disclosure Guidance and
Transparency Rules.
Capitalised terms used in this announcement have the meanings
given to them in the Placing Announcement released earlier today,
unless the context provides otherwise.
Related Party Transactions
Kestrel Investment Partners ("Kestrel") currently holds
22,776,736 Ordinary Shares, representing approximately 26.7 per
cent. of the Company's Existing Ordinary Share capital and is
therefore a substantial shareholder (holding in excess of 10 per
cent. of the Company's issued share capital) and as such is a
related party for the purposes of the AIM Rules for Companies.
Kestrel has subscribed for approximately GBP0.7m in the Placing by
subscribing for 5,850,000 new Ordinary Shares, which will comprise
a related party transaction for the purposes of Rule 13 of the AIM
Rules for Companies.
Premier Miton Investors currently holds 14,421,812 Ordinary
Shares, representing approximately 16.9 per cent. of the Company's
Existing Ordinary Share capital and is therefore a substantial
shareholder (holding in excess of 10 per cent. of the Company's
issued share capital) and as such is a related party for the
purposes of the AIM Rules for Companies. Premier Miton Investors
has subscribed for approximately GBP0.5m in the Placing by
subscribing for 4,400,397 new Ordinary Shares, which will comprise
a related party transaction for the purpose of Rule 13 of the AIM
Rules for Companies.
The independent Directors (being Steve Oetegenn and Bruce
Powell), having consulted with Investec in its capacity as
nominated adviser to the Company for the purposes of the AIM Rules
considers that the participation by Kestrel Investment Partners and
Premier Miton Investors in the Placing is fair and reasonable
insofar as Shareholders are concerned.
Enquiries:
Aferian plc +44 (0)1954 234100
Mark Wells, Chairman
Donald McGarva, Chief Executive Officer
Mark Carlisle, Chief Financial Officer
Investec Bank plc (NOMAD and Sole Broker) +44 (0)20 7597 5970
David Anderson / Patrick Robb / Nick Prowting / Cameron MacRitchie
FTI Consulting (Financial communications) +44 (0)20 3727 1000
Emma Hall / Tom Blundell / Aisha Hamilton / Matt Dixon
Director/PDMR Shareholding
The Notification of Dealing Forms set out below are provided in
accordance with the requirements of the UK Market Abuse
Regulation.
Notification of Dealing Forms:
1 . Details of the person discharging managerial responsibilities / person closely associated
a ) Name 1. Mark Wells
2. Donald McGarva
3. Mark Carlisle
4. Hans Disch
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2 . Reason for the Notification
----------------------------------------------------------------------------------------------------------------
a) Position/status 1. Non-Executive Chairman
2. Chief Executive Officer
3. Chief Financial Officer & Chief Operations Officer
4. Co-Founder at 24i
------------------------------------------------------- -------------------------------------------------------
b) Initial notification / Amendment Initial notification
------------------------------------------------------- -------------------------------------------------------
3. Details of the issuer, emission allowance market participant, auction platform, auctioneer
or auction monitor
----------------------------------------------------------------------------------------------------------------
a) Name Aferian plc
------------------------------------------------------- -------------------------------------------------------
b) LEI 21380068JIMBNNZJL315
------------------------------------------------------- -------------------------------------------------------
4. Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii)
each type of transaction; (iii) each date; and (iv) each place where transactions have been
conducted
----------------------------------------------------------------------------------------------------------------
a) Description of the financial instrument, type of Ordinary shares of 1p each
instrument
------------------------------------------------------- -------------------------------------------------------
b) Identification code GB00B013SN63
------------------------------------------------------- -------------------------------------------------------
c) Nature of the transaction Purchase of Ordinary Shares
------------------------------------------------------- -------------------------------------------------------
d) Price(s) and volume(s) Price(s) Volume(s)
1. 12p 1. 208,333
2. 12p 2. 208,333
3. 12p 3. 145,833
4. 12p 4. 1,458,334
--------------
------------------------------------------------------- -------------------------------------------------------
e) Aggregated information N/A
* Price
* Aggregated volume
------------------------------------------------------- -------------------------------------------------------
f) Date of the transaction 24 July 2023
------------------------------------------------------- -------------------------------------------------------
g) Place of the transaction London Stock Exchange, AIM Market (XLON)
------------------------------------------------------- -------------------------------------------------------
IMPORTANT NOTICES
THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, NEW
ZEALAND, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL (" RESTRICTED JURISDICTIONS ").
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN
ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS
PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE:
(1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"),
QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF REGULATION (EU)
2017/1129 (THE "PROSPECTUS REGULATION"); (2) IF IN THE UNITED
KINGDOM, QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF THE
PROSPECTUS REGULATION AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF
THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "EUWA") WHO ALSO (A)
FALL WITHIN ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005, AS AMED (THE "ORDER") OR (B) FALL WITHIN ARTICLE 49(2)(a) TO
(d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.)
OF THE ORDER; AND (3) ANY OTHER PERSON TO WHOM IT MAY OTHERWISE
LAWFULLY BE COMMUNICATED; AND, IN EACH CASE, WHO HAVE BEEN INVITED
TO PARTICIPATE IN THE PLACING BY INVESTEC (ALL SUCH PERSONS
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
THIS ANNOUNCEMENT OR ANY PART OF IT DOES NOT CONSTITUTE AN OFFER
TO SELL OR ISSUE OR A SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE
FOR ANY SECURITIES IN ANY RESTRICTED JURISDICTION AND, IN
PARTICULAR IS NOT TO BE FORWARDED, DISTRIBUTED, MAILED OR OTHERWISE
TRANSMITTED IN OR INTO A RESTRICTED JURISDICTION OR TO ANY NATIONAL
RESIDENT OR CITIZEN OF A RESTRICTED JURISDICTION OR TO ANY
CORPORATION, PARTNERSHIP OR OTHER ENTITY CREATED OR ORGANISED UNDER
THE LAWS THEREOF, OR TO ANY PERSONS IN ANY OTHER COUNTRY OUTSIDE
THE UK, WHERE SUCH DISTRIBUTION, FORWARDING OR TRANSMISSION MAY
LEAD TO A BREACH OF ANY LEGAL OR REGULATORY REQUIREMENT.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES. ACCORDINGLY, THE PLACING
SHARES MAY NOT BE OFFERED OR SOLD DIRECTLY OR INDIRECTLY IN, INTO
OR WITHIN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM,
OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS. THERE WILL BE NO PUBLIC OFFERING OF THE PLACING
SHARES IN THE UNITED STATES. THE PLACING SHARES ARE BEING OFFERED
AND SOLD OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S
UNDER THE SECURITIES ACT.
The distribution of this Announcement and/or issue or sale of
the Placing Shares in certain jurisdictions may be restricted by
law. No action has been taken by the Company, Investec or any of
their respective affiliates, agents, directors, officers or
employees that would permit an offer of the Placing Shares or
possession or distribution of this Announcement or any other
offering or publicity material relating to such Placing Shares in
any jurisdiction where action for that purpose is required. Persons
into whose possession this Announcement comes are required by the
Company and Investec to inform themselves about and to observe any
such restrictions.
All offers of the Placing Shares in the United Kingdom or the
EEA will be made pursuant to an exemption under the Prospectus
Regulation (including, with regards to the United Kingdom, as it
forms part of domestic law in the United Kingdom by virtue of the
European Union (Withdrawal) Act 2018) from the requirement to
produce a prospectus. In the United Kingdom, this Announcement is
being directed solely at persons in circumstances in which section
21(1) of the Financial Services and Markets Act 2000 (as amended)
does not require the approval of the relevant communication by an
authorised person.
Persons (including, without limitation, nominees and trustees)
who have contractual or other legal obligations to forward a copy
of this Announcement should seek appropriate advice before taking
any such action.
This Announcement may contain and the Company may make verbal
statements containing "forward-looking statements" with respect to
certain of the Company's plans and its current goals and
expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results.
Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "seek", "may", "could", "outlook" or other words
of similar meaning. By their nature, all forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances which are beyond the control of the Company,
including amongst other things, United Kingdom domestic and global
economic business conditions, market-related risks such as
fluctuations in interest rates and exchange rates, the policies and
actions of governmental and regulatory authorities, the effect of
competition, inflation, deflation, the timing effect and other
uncertainties of future acquisitions or combinations within
relevant industries, the effect of tax and other legislation and
other regulations in the jurisdictions in which the Company and its
affiliates operate, the effect of volatility in the equity, capital
and credit markets on the Company's profitability and ability to
access capital and credit, a decline in the Company's credit
ratings; the effect of operational risks; and the loss of key
personnel. As a result, the actual future financial condition,
performance and results of the Company may differ materially from
the plans, goals and expectations set forth in any forward-looking
statements. Any forward-looking statements made in this
Announcement by or on behalf of the Company speak only as of the
date they are made. Except as required by applicable law or
regulation, the Company expressly disclaims any obligation or
undertaking to publish any updates or revisions to any
forward-looking statements contained in this Announcement to
reflect any changes in the Company's expectations with regard
thereto or any changes in events, conditions or circumstances on
which any such statement is based.
Investec Bank plc is authorised by the Prudential Regulation
Authority (the " PRA ") and regulated in the United Kingdom by the
PRA and the Financial Conduct Authority (the " FCA "). Investec
Europe Limited (trading as Investec Europe), acting as agent on
behalf of Investec Bank plc in certain jurisdictions in the EEA ("
Investec Europe " and Investec Bank plc together, " Investec ") is
regulated in Ireland by the Central Bank of Ireland. Investec is
acting exclusively for the Company and no one else in connection
with the Bookbuild and the Placing, and will not be responsible to
anyone (including any Placees) other than the Company for providing
the protections afforded to its clients or for providing advice in
relation to the Bookbuild or the Placing or any other matters
referred to in this Announcement.
The 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 as to, or in relation to,
and no responsibility or liability is or will be accepted by
Investec or by any of its affiliates or agents as to or in relation
to, the accuracy or completeness of any information provided in
this Announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.
Any indication in this Announcement of the price at which
Ordinary Shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. No statement in this
Announcement is intended to be a profit forecast or estimate, and
no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical
published earnings per share of the Company.
This Announcement does not constitute a recommendation
concerning any investor's investment decision with respect to the
Placing. The price of shares and the income from them (if any) may
go down as well as up and investors may not get back the full
amount invested on disposal of the Placing Shares. Past performance
is no guide to future performance, and persons needing advice
should consult an independent financial adviser. The contents of
this Announcement are not to be construed as legal, business,
financial or tax advice.
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.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
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END
MSCKZLFLXDLFBBQ
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July 25, 2023 02:00 ET (06:00 GMT)
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