TIDMAAA
RNS Number : 9692M
All Active Asset Capital Limited
14 May 2020
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, RUSSIA, CANADA, AUSTRALIA, REPUBLIC OF IRELAND,
REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATIONS (EU) NO. 596/2014
("MAR"). IN ADDITION, MARKET SOUNDINGS WERE TAKEN IN RESPECT OF THE
MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT
CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION. UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL
THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.
14 May 2020
All Active Asset Capital Limited
("AAAC" or the "Company")
Revised placing to raise GBP1.2 million
and
related party transactions
Further to the Company's announcements released on 28 April 2020
and 7 May 2020, the Board of AAAC is pleased to announce that the
Company has conditionally raised GBP1.2 million (before expenses)
via a revised proposed placing of 80 million new ordinary shares of
no par value ("the Revised Placing Shares") at an issue price of
1.5p ("the Revised Placing Price") per new share ("the Revised
Placing").
In addition, 80 million warrants to subscribe for new ordinary
shares of no par value in the Company ("Ordinary Shares") are to be
granted to the subscribers in the Revised Placing on a pro rata
basis to the size of their subscriptions in the Revised Placing
(the "Revised Placing Warrants"). The Revised Placing Warrants will
be exercisable at 2.5p per Ordinary Share for a period of six
months from Admission (as defined below).
The proposed conditional placing of 126,000,000 new Ordinary
Shares to raise GBP1.26 million at an issue price of 1p per share,
originally announced on 3 April 2020 ("the Original Placing"), has
been discontinued, having been superseded by the Revised
Placing.
It is intended that the net proceeds of the Revised Placing will
be applied by the Company in the same manner as the Original
Placing and used by the Company to make further investments in
accordance with the Company's stated investing policy and for
working capital purposes.
In addition to the Revised Placing Warrants, 42 million warrants
to subscribe for new Ordinary Shares are to be granted to all the
subscribers in the Original Placing on a pro rata basis to the size
of their subscriptions in the Original Placing (the "Original
Placing Warrants"). The Original Placing Warrants will also be
exercisable at a price of 2.5p per Ordinary Share for a period of
six months from Admission (as defined below). Neither the Revised
Placing Warrants nor the Original Placing Warrants shall be
admitted to trading on AIM or any other stock market, nor will they
be transferable.
The issue of the Revised Placing Shares, the Revised Placing
Warrants and the Original Placing Warrants is conditional on: (i)
approval by the shareholders of AAAC at an extraordinary general
meeting of the Company (the "New EGM"), to be convened in due
course, of resolutions to grant the directors a general authority
to allot relevant securities and waive pre-emption rights of
shareholders; and (ii) Admission (as defined below).
Application will be made for the Revised Placing Shares to be
admitted to trading on AIM as soon as practicable after the New EGM
("Admission").
The Company will make a further announcement in relation to the
timing of the New E GM and the timing of Admission in due course.
The current expectation is that the New EGM will be held on 12 June
2020 and that Admission will take place on 16 June 2020.
Total Voting Rights
Assuming that the admission to trading on AIM of the 4,000,000
Ordinary Shares announced earlier today occurs as scheduled on 20
May 2020, upon Admission of the Revised Placing Shares, the
Company's issued ordinary share capital will consist of 774,076,072
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
774,076,072. 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.
Update on proposed board appointments
As announced on 7 May 2020, the Board is proposing to appoint Mr
Rodger Sargent and Mr Peter Antonioni as Directors of the Company,
subject to satisfactory completion of due diligence and other
approvals. Further to the announcement of 7 May 2020, the Board can
confirm that it has subsequently agreed with 192 Pte Limited ("192
Pte") and with Mr Chris Akers, the Company's major shareholders,
who have proposed the new directors, that the Revised Placing can
now proceed without these appointments being completed.
Related party transactions
As part of facilitating the Revised Placing, all the
participants in the Original Placing agreed that the Original
Placing should be discontinued. 192 Pte, a company wholly owned by
Mr Peter Antonioni, agreed to subscribe GBP400,000 in the Original
Placing and has now agreed to subscribe GBP300,000 in the Revised
Placing, being 20,000,000 Revised Placing Shares at the Revised
Placing Price. Accordingly, and on the same terms as other
subscribers in the Original Placing and Revised Placing, 192 Pte is
to be granted 13,333,333 Original Placing Warrants and 20,000,000
Revised Placing Warrants in relation to its proposed subscriptions
in the Original Placing and the Revised Placing, which represent
its pro rata entitlements to warrants as a participant in both
placings.
192 Pte is a substantial shareholder of AAAC, having an
interest, at the time of this announcement, in 14.5% of the voting
rights of the Company, and is therefore a related party of the
Company as defined by the AIM Rules for Companies. As such, the
agreement to discontinue 192 Pte's participation in the Original
Placing, 192 Pte's participation in the Revised Placing and the
granting of an aggregate of 33,333,333 warrants to 192 Pte
constitute related party transactions pursuant to the AIM Rules for
Companies. The directors of AAAC consider, having consulted with
the Company's nominated adviser, Allenby Capital Limited, that the
terms of these transactions are fair and reasonable insofar as
AAAC's shareholders are concerned.
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
Buchanan Communications (Financial PR)
Richard Oldworth
Tel: +44 (0) 7710 130634
www.buchanan.uk.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 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 holds warrants, options and shares in Asimilar Group plc
('Asimilar'). Asimilar is an AIM-quoted 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.
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.
AAAC is publicly quoted and its shares are traded on the AIM
market, which is operated by the London Stock Exchange.
Information to 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
"Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the Product Governance
Requirements) may otherwise have with respect thereto, the Revised
Placing Shares have been subject to a product approval process,
which has determined that the Revised Placing 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, investors should note
that: the price of the Revised Placing Shares may decline and
investors could lose all or part of their investment; Revised
Placing Shares offer no guaranteed income and no capital
protection; and an investment in the Revised Placing 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 Revised Placing. Furthermore, it is
noted that, notwithstanding the Target Market Assessment, only
investors who have met the criteria of professional clients and
eligible counterparties have been procured. 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 Revised Placing Shares.
--ENDS--
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END
IOEMZGMKKDLGGZM
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