TIDMSWG
Shearwater Group PLC
01 October 2018
RNS Reach
1 October 2018
Shearwater Group PLC
Shearwater Group plc (the "Shearwater", the "Company" or the
"Group"), would like to draw investors' attention to the
announcement that it made after market close on Friday 28th
September 2018 regarding the proposed acquisition of Brookcourt,
conditional placing and open offer to raise approximately GBP17.7
million, restoration of trading on AIM and publication of admission
document.
See below.
---
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, AUSTRALIA, CANADA, THE 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 as stipulated
under the Market Abuse Regulation (EU) no. 596/2014 ("MAR").
28 September 2018
SHEARWATER GROUP PLC
Update on Proposed Acquisition of Brookcourt for GBP30.3
million
Conditional placing and open offer to raise approximately
GBP17.7 million
Restoration of trading on AIM and publication of admission
document
Shearwater Group plc (AIM: SWG, "Shearwater", the "Company" or
the "Group"), the digital resilience group, has conditionally
raised up to GBP17.7 million by way of a Placing and Open Offer (as
defined below) to finance the cash consideration to acquire
Brookcourt Solutions Limited ("Brookcourt"), a leading independent
UK-based cyber security solutions company, for total consideration
of GBP30.3 million (the "Proposed Acquisition").
The Company's shares were suspended from trading on the AIM
market of the London Stock Exchange plc ("AIM") on 17 August 2018,
when Shearwater announced the Proposed Transaction. The Company's
shares will now be restored to trading on AIM at 7.30 a.m. on 1
October 2018.
Highlights
-- Proposed Acquisition represents a transformational deal for Shearwater:
o substantially broadens the Group's cyber security solutions
and services capability, facilitating access to a complementary,
large enterprise client base
o creates a strong platform to drive organic and acquisitions
growth, within a fragmented cyber security services and solutions
market
o access to a highly experienced management team remaining with
the Group to lead the expansion of Brookcourt, and support the
further development of the business into cyber security and managed
security service solutions
-- Enlarged Group expected to be cashflow positive following acquisition
-- Total consideration of GBP30.3 million, payable GBP15.15
million in cash and GBP15.15 million in issue of new Ordinary
Shares (the "Consideration Shares")
-- GBP16.7 million raised from the Placing and up to GBP1.0
million by way of an Open Offer to fund the Proposed
Acquisition
David Williams, Chairman of Shearwater, said:
"As we stated when we announced this acquisition in August, it
is transformational and provides us with a substantial platform
from which we can grow organically and by further acquisitions.
"As well as being strategically and operationally a major
development for us, this transaction will also bring a step change
in our scale and breadth of offering, and notably it will make us
cashflow positive following completion."
Enquiries:
Shearwater Group plc www.theshearwatergroup.co.uk
David Williams c/o Instinctif Partners
Michael (Mo) Stevens
Cenkos Securities plc - NOMAD and Broker
Max Hartley - NOMAD
Julian Morse / Michael Johnson - Sales +44 (0) 20 7397 8900
Instinctif Partners - Financial PR shearwater@instinctif.com
Adrian Duffield / Chantal Woolcock / +44 (0) 20 7457 2020
Kay Larsen
Update on Proposed Acquisition of Brookcourt for GBP30.3
million
Conditional placing and open offer to raise approximately
GBP17.7 million
Restoration of trading on AIM and publication of admission
document
On 17 August 2018, Shearwater announced (the "Acquisition
Announcement") the conditional acquisition of Brookcourt, for a
total consideration of GBP30.3 million on a cash free, debt free
basis, to be satisfied through a combination of cash and the issue
of new ordinary shares of one penny each in the capital of the
Company ("Ordinary Shares").
As the Proposed Acquisition constitutes a reverse takeover under
Rule 14 of the AIM Rules for Companies (the "AIM Rules") and will
be conditional upon, inter alia, shareholder approval, trading in
the Company's Ordinary Shares on AIM was suspended (the
"Suspension") on 17 August 2018, pending publication of an
admission document (the "Admission Document") in relation to the
Proposed Acquisition and the enlarged Group (the "Enlarged
Group").
The Placing and Open Offer
In order to finance the cash consideration payable pursuant to
the Proposed Acquisition and to provide additional working capital
to the Enlarged Group, the Company is today pleased to announce
that it proposes to raise, subject to certain conditions: (i)
GBP16.7 million by way of a placing of 463 million new Ordinary
Shares (the "Placing Shares") at 3.6 pence per share (the "Issue
Price") to certain institutional and other investors (the
"Placing"); and (ii) up to GBP1.0 million by way of an open offer
made to qualifying shareholders of up to 27,649,2288 new Ordinary
Shares (the "Open Offer Shares" and together with the Placing
Shares, the "New Ordinary Shares") at the Issue Price (the "Open
Offer"). Certain of the Directors are subscribing for, in
aggregate, 9,722,222 Placing Shares.
The Issue Price represents a discount of 18.2 per cent. to the
closing middle market price of 4.4 pence per Ordinary Share on 16
August 2018 (being the last business day before the
Suspension).
After expenses, the Company is expected to receive net proceeds
of approximately GBP15.4 million from the Placing and Open Offer
(assuming that the Open Offer is fully subscribed).
Cenkos Securities plc ("Cenkos") is acting as sole bookrunner to
the Company in connection with the Placing.
Amendment of Proposed Acquisition terms
The Company has entered into an amendment agreement with the
Brookcourt vendors whereby total consideration for the Proposed
Acquisition of GBP30.3 million will now be satisfied by cash
consideration of GBP15.15 million and the balance of GBP15.15
million will be satisfied by the issue of the Consideration Shares.
This is in contrast to the position previously stated in the
Acquisition Announcement, whereby the total consideration of
GBP30.3 million would have been satisfied by cash consideration of
GBP22.95 million with the balance of GBP7.35 million to be
satisfied by the issue of new Ordinary Shares.
Notice of General Meeting and publication of Admission
Document
The Proposed Acquisition, the Placing and the Open Offer are
conditional, inter alia, upon the passing of the resolutions to be
proposed at a general meeting of the Company (the "General
Meeting") to be held at 11.00 a.m. on 16 October 2018 at the
offices of Mayer Brown International LLP, 201 Bishopsgate, London
EC2M 3AF.
The Admission Document, which has been published today, includes
the notice of the General Meeting and sets out further detail of
the background to and reasons for the Proposed Acquisition, the
Placing and the Open Offer. The Admission Document and Notice of
Meeting will be available on the Company's website:
www.theshearwatergroup.co.uk.
Proposed restoration of trading on AIM and Admission
Following the Suspension, it is expected that trading in the
existing Ordinary Shares on AIM will be restored at 7.30 a.m. on 1
October 2018.
Application will be made to the London Stock Exchange for the
New Ordinary Shares and the Consideration Shares to be admitted to
trading on AIM. It is expected that Admission will become effective
at 8.00 a.m. on 17 October 2018.
The person responsible for arranging the release of this
announcement on behalf of the Company is David Williams, Chairman
of the Company.
Important notice
This announcement is for information purposes only and is not
intended to and does not constitute, or form part of, any offer or
invitation to purchase, subscribe for or otherwise acquire or
dispose of, or any solicitation to purchase or subscribe for or
otherwise acquire or dispose of, any securities in the United
States, Republic of South Africa, Australia, Canada or Japan or any
other jurisdiction in which such an offer or solicitation may lead
to a breach of any applicable legal or regulatory requirements
(each a "Restricted Jurisdiction"). Persons needing advice should
consult with an independent financial adviser authorised under the
Financial Services and Markets Act 2000, as amended ("FSMA"), who
specialises in advising on the acquisition of shares and other
securities, if that person is in the United Kingdom, or any
appropriately authorised person under applicable laws, if that
person is located in any other jurisdiction. The information
contained in this announcement is not for release, publication or
distribution to persons in any jurisdiction where to do so might
constitute a violation of local securities laws or regulations.
The distribution of this announcement, the Circular and any
other documentation associated with the Placing and the Open Offer
into jurisdictions other than the United Kingdom may be restricted
by law. Persons into whose possession these documents come should
inform themselves about and observe any such restrictions. Any
failure to comply with these restrictions may constitute a
violation of the securities laws or regulations of any such
jurisdiction. In particular, such documents should not be
distributed, forwarded to or transmitted, directly or indirectly,
in whole or in part, in, into or from a Restricted
Jurisdiction.
The New Ordinary Shares have not been and will not be registered
under the US Securities Act 1933 (as amended) (the "US Securities
Act") or with any securities regulatory authority of any state or
other jurisdiction of the United States and, accordingly, may not
be offered, sold, resold, taken up, transferred, delivered or
distributed, directly or indirectly, within the United States
except in reliance on an exemption from 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 the New Ordinary Shares in the
United States. The New Ordinary Shares are being offered and sold
outside the United States in reliance on Regulation S under the US
Securities Act. The New Ordinary Shares have not been approved or
disapproved by the US Securities and Exchange Commission, any state
securities commission in the US or any other US regulatory
authority, nor have any of the foregoing authorities passed upon or
endorsed the merits of the offering of the New Ordinary Shares or
the accuracy or adequacy of this announcement. Any representation
to the contrary is a criminal offence in the United States.
The New Ordinary Shares have not been and will not be registered
under the relevant laws of any state, province or territory of any
Restricted Jurisdiction and may not be offered, sold, resold, taken
up, transferred, delivered or distributed, directly or indirectly,
within any Restricted Jurisdiction except pursuant to an applicable
exemption from registration requirements. There will be no public
offer of New Ordinary Shares in Australia, Canada, Japan, or the
Republic of South Africa.
This announcement has been issued by and is the sole
responsibility of the Company. The information contained in this
announcement is for background purposes only and does not purport
to be full or complete. The information in this announcement is
subject to change without notice.
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.
Cenkos, which is authorised and regulated in the United Kingdom
by the Financial Conduct Authority is acting as nominated adviser
and broker to Shearwater in connection with the Proposed
Acquisition and the Proposed Placing. Cenkos is acting exclusively
for Shearwater and no one else in connection with the Proposed
Acquisition and the Proposed Placing and will not be responsible to
anyone other than Shearwater for providing the protections afforded
to clients of Cenkos or for providing advice in relation to the
Proposed Acquisition and the Proposed Placing or the contents of
this announcement or any transaction, arrangement or matter
referred to herein.
Apart from the responsibilities and liabilities, if any, which
may be imposed on Cenkos by the FSMA or the regulatory regime
established thereunder, Cenkos does not accept any responsibility
whatsoever for the contents of this announcement, and makes no
representation or warranty, express or implied, for the contents of
this announcement, including its accuracy, completeness or
verification, or for any other statement made or purported to be
made by it, or on its behalf, in connection with the Company or the
New Ordinary Shares, the Placing or the Open Offer, and nothing in
this announcement is or shall be relied upon as, a promise or
representation in this respect whether as to the past or future.
Cenkos accordingly disclaims to the fullest extent permitted by law
all and any liability whether arising in tort, contract or
otherwise (save as referred to above) which it might otherwise have
in respect of this announcement or any such statement.
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 Product Governance
Requirements) may otherwise have with respect thereto, the New
Ordinary Shares have been subject to a product approval process,
which has determined that the New Ordinary Shares are: (i)
compatible with an end target market of (a) retail investors, (b)
investors who meet the criteria of professional clients and (c)
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 New Ordinary Shares may decline and
investors could lose all or part of their investment; the New
Ordinary Shares offer no guaranteed income and no capital
protection; and an investment in the New Ordinary 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, Cenkos 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 New Ordinary
Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the New Ordinary Shares and
determining appropriate distribution channels.
Neither the content of the Company's website nor any website
accessible by hyperlinks to the Company's website is incorporated
in, or forms part of, this announcement.
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
NRABBLLXVKFLBBQ
(END) Dow Jones Newswires
October 01, 2018 02:00 ET (06:00 GMT)
Aurum Mining (LSE:AUR)
Historical Stock Chart
From Apr 2024 to May 2024
Aurum Mining (LSE:AUR)
Historical Stock Chart
From May 2023 to May 2024