TIDMCLTV
RNS Number : 5524J
Cellcast plc
20 August 2019
Prior to publication, the information contained within this
announcement was 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,
this information is now considered to be in the public domain.
20 August 2019
Cellcast plc
("Cellcast" or the "Company")
Proposed disposal of Cellcast UK
Further to the announcement on 3 July 2019, Cellcast plc (AIM:
CLTV) announces that it has entered into a conditional share sale
agreement for the disposal of the Company's wholly owned operating
subsidiary, Cellcast UK Limited ("Cellcast UK") to Com & Tel
Media Limited (the "Purchaser"), for a total cash consideration of
GBP375,000, plus the contingent right to certain additional
consideration (the "Disposal"). Com & Tel Media Limited is 100%
owned by Craig Gardiner, CEO of Cellcast. Further, Emmanuelle
Guicharnaud, CFO, and Craig Gardiner are the two directors of Com
& Tel Media Limited. Finance for the purchase is being provided
to the Purchaser by SMS Media Limited, further details of which are
provided below.
The Disposal constitutes a fundamental change of business under
the AIM Rules and is therefore contingent on shareholder approval
at a general meeting of the Company. The Company has today posted
to shareholders a circular (the "Circular") containing details of
the proposed Disposal and a notice of General Meeting containing
resolutions to approve the Disposal and a change of the Company's
name (the "Resolutions"). Extracts from the Circular are included
at the end of this announcement without material amendment or
adjustment.
AIM Rule 15
As the Disposal would result in the Company divesting of all of
its trading business, activities or assets, the Company would,
following the completion of the Disposal, be deemed to become an
AIM Rule 15 Cash Shell under the AIM Rules. As such, the Company
will be required to make an acquisition or acquisitions which
constitutes a reverse takeover under AIM Rule 14 (including seeking
re-admission as an investing company (as defined under the AIM
Rules)) on or before the date falling six months from completion of
the Disposal, or be re-admitted to trading on AIM as an investing
company under AIM Rule 8 (which requires the raising of at least
GBP6 million in cash via an equity fundraising on, or immediately
before, re-admission). Failing which, the Company's ordinary shares
would then be suspended from trading on AIM pursuant to AIM Rule
40. Admission to trading on AIM would be cancelled six months from
the date of suspension should the reason for the suspension not
have been rectified pursuant to AIM Rule 41.
As an AIM Rule 15 a cash shell, the Company would also have no
operating cash flow and would be dependent on its retained cash
balances for its working capital requirements.
Proposed change of name
Subject to Shareholder approval at the General Meeting, the
Board proposes to change the name of the Company to Vintana
plc.
Board changes
Conditional on the passing of the Resolutions, on completion of
the Disposal, Craig Gardiner, Emmanuelle Guicharnaud and Bertrand
Folliet will resign as directors of the Company.
General Meeting
The notice of General Meeting, to be held at 11:00 a.m. on 06
September 2019, at the offices of Michelmores LLP, 6 New Street
Square, London EC4A 3BF is being posted to Shareholders today.
Irrevocable undertakings
The Company has received irrevocable undertakings to vote in
favour of the Resolutions, from Shareholders (including Directors)
who hold in aggregate, 48,893,697 Ordinary Shares representing
approximately 63.08% of the Issued Share Capital. When combined
with a non-binding statement of intent provided by Mr Guy Thomas,
the Company has received notifications of intention to vote in
favour of the Resolutions, from Shareholders (including Directors)
who hold in aggregate, 53,507,109 Ordinary Shares representing
approximately 69.03% of the Issued Share Capital.
Recommendation
The Directors that are independent of the Purchaser, namely Mike
Neville, Chairman and Samuel Malin, Non-Executive Director,
unanimously recommend that Shareholders vote in favour of the
resolution to approve the Disposal at the General Meeting and all
of the Directors unanimously recommend that Shareholders vote in
favour of the resolution to approve the change of the Company's
name.
The Board intend to vote in favour of each of the resolutions in
respect of their direct and indirect shareholdings which in
aggregate amount to 14,905,562 Ordinary Shares representing 19.23%
of the Issued Share Capital.
For further information:
Cellcast plc
Mike Neville, Chairman Tel: +44 7775 606 175
www.cellcast.tv
Allenby Capital Limited (Nominated
Adviser)
Nick Naylor/James Reeve Tel: +44 (0) 20 3328
5656
The following information is extracted without material
adjustment from the Circular being sent to Shareholders today. The
information below should be read in conjunction with the Circular.
Capitalised terms used in the summary below are defined at the end
of this announcement.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Publication of this Document 20 August 2019
Latest time and date for receipt of 11:00 a.m. on 04 September
Forms of Proxy in respect of the General 2019
Meeting
General Meeting 11:00 a.m. on 06 September
2019
Expected date of Completion of the Disposal 06 September 2019
CHAIRMAN'S LETTER
1. Introduction
This Circular sets out the proposals for: (i) the proposed
disposal of Cellcast UK Limited for a cash consideration of
GBP375,000 plus the contingent right to certain Additional
Consideration; and (ii) the proposed change of the name of the
Company to Vintana plc. Subject to the passing of the Resolutions
at the General Meeting being convened for 06 September 2019 and on
completion of the Disposal, the Company will become an AIM Rule 15
cash shell.
The purpose of this Circular is to provide you with the
background to the Proposals and to explain why the Independent
Directors consider the Proposals are in the best interests of the
Company and its Shareholders as a whole and why they recommend that
Shareholders should vote in favour of the Resolutions to be
proposed at the General Meeting, as they intend to do in respect of
their own shareholdings.
A notice convening a General Meeting, to be held at 11:00 a.m.
on 06 September 2019, at the offices of Michelmores LLP, 6 New
Street Square, London EC4A 3BF to consider the Resolutions, is set
out at the end of this Circular.
2. Background to the Proposals
As highlighted in the announcement on 14 May 2019 of the
Company's final results for the year ended 31 December 2018, during
the latter half of 2018 the Company experienced difficult trading
conditions. This has continued during 2019 and is expected by the
Board to continue to do so. The Directors consider that these
difficult trading conditions stem from a combination of factors,
including: (i) increasing competition from the internet; (ii)
uncertainty related to the UK's negotiations in relation to its
exit from the European Union; and (iii) adverse regulatory and tax
issues in Kenya.
As a result, the Latest Accounts include the recognition of an
impairment loss of GBP461,000 (2017: GBPnil) to reduce the carrying
value of the Company's investment in Cellcast UK to its expected
recoverable amount of GBP750,000 and an impairment loss of
GBP2,949,000 against intra-group debts due to the Company from
Cellcast UK. The recoverable amounts were assessed based on the
market capitalisation of the Group as at 31 December 2018.
The regulatory and tax issues in Kenya have cast doubt not only
on the ongoing sustainability of the Cellcast UK operations in that
region but also on the ability of its key Kenyan creditor, to which
it offers services, to pay an outstanding amount due to the Company
of GBP493,000. The Directors have concluded that there is a high
risk of all or part of this debtor not being collected.
Additionally, in 2018, the Directors concluded that it was
prudent to make a provision in its full year accounts for the year
ended 31 December 2017 against the whole of the value of the
Company's interest in the Lexinta fund. To date, the Company has
not recovered any of these funds, the carrying value of which stood
at GBP754,358 in the Company's accounts prior to the
impairment.
The Directors have explored the options for the Company in the
interests of Shareholders as they believe that, given the
relatively small size and the nature of its business and the
relatively high percentage of overheads incurred by the Company to
maintain a quotation for its shares on AIM, the Company is no
longer benefitting in its current form from its Ordinary Shares
being admitted to trading on AIM. One option the Board has
considered is to propose to cancel its admission to trading on AIM,
but this would result in there being no ready market in its
Ordinary Shares. The Board also considered a solvent liquidation
but has concluded that the obligations of the Company and the
winding up costs would not result in any significant return of
value to Shareholders. Alternatively, and as proposed in this
Document, the Board could dispose of Cellcast UK, the Company's
wholly owned trading subsidiary, with a view to seeking to acquire
a new business, raise new funds and appoint a new executive
Board.
Having considered these alternatives at length in consultation
with its advisers, the Board has concluded that the best available
option is to dispose of the entire issued share capital of Cellcast
UK to the Purchaser (a newly formed company controlled by the
Resigning Directors).
Following the passing of the Resolutions and Completion, the
Company will become an AIM Rule 15 cash shell (as defined in the
AIM Rules) net assets of approximately GBP250,000, primarily
comprising cash resources of approximately GBP250,000 and no
borrowings.
In view of the Company's net requirement for working capital,
should the Resolutions not be approved at the General Meeting, the
Board believe that it would be appropriate to consider presenting
shareholders with a resolution to cancel its admission to AIM.
Conditional on the passing of the Resolutions, the Resigning
Directors will resign as Directors on Completion.
By disposing of the Company's operating subsidiary, the
Independent Directors consider that there is an opportunity for
Shareholders to realise value through the Company completing a
reverse takeover of another business. The Independent Directors,
who will remain as Directors following Completion, will use their
knowledge and experience to seek to identify a suitable reverse
takeover target. There can be no guarantee that the Independent
Directors will identify or successfully acquire a suitable reverse
takeover target during the period that the Company is an AIM Rule
15 cash shell or thereafter.
3. Further Information on the Company
Over the past ten years (and increasingly over the past four
years), the Group has witnessed a decline in the demand for
Cellcast UK's core interactive broadcasting activities. The Company
has over this time period attempted a number of expansion
strategies in order to leverage the core competencies of the
Group's business and provide additions revenue streams to support
the UK business. This has included:
-- creating joint ventures in other jurisdictions with what the
Board considered at the time to be suitable partners with localised
knowledge;
-- pursuing direct investments in opportunities which were
deemed to have high growth prospects and provide potentially
accretive value for the Company; and
-- diversification into areas which were tangential to the core business.
In particular, the Board focused significant amounts of time in
both Brazil and India, where despite best efforts, the ventures
failed to yield the results that were expected by the Board. In the
face of these continuing failed expansion strategies, the Directors
decided to focus the Group's business on the UK market by seeking
ways to increase the revenue streams whilst at the same time
ensuring that the cost base was managed appropriately and by
striving to augment the business through interests in Kenya that
the Cellcast UK board had developed. Despite these best efforts,
the Cellcast UK business has continued to suffer gradual declines
and losses.
The Latest Accounts show that, for the year ended 31 December
2018, the Group's consolidated total revenue and loss before tax
amounted to GBP11.3 million and GBP0.3 million respectively. The
Company will announce its half year results for the six months
ended 30 June 2019 before the end of September 2019. The interim
results are expected to show a revenue for the period of GBP5.54
million (H1 2018: GBP5.77 million) and an operating loss of
GBP148,000 (H1 2018: operating profit of GBP8,000). The Group's
cash and cash and cash equivalents at 30 June 2019 stood at
GBP419,000 (30 June 2018: GBP978,000). It should be noted that the
Company's cash balances are at their highest at the month end and,
as a result of operational cash flow requirements, they fluctuate
by approximately GBP350,000 on a month by month basis.
4. Transaction details
The Company and the Purchaser has on 19 August 2019 entered into
the conditional SSA.
The Disposal will take place in the form of the sale by the
Company to the Purchaser of the entire issued share capital of
Cellcast UK for an aggregate Initial Consideration of GBP375,000,
to be paid in cash at Completion together with the right to receive
Additional Consideration.
The SSA contains basic warranties as to capacity, authority and
title from the Company and no other warranties.
5. Related party transaction
The Purchaser, Com & Tel Media Limited, is 100% owned by Mr
Craig Gardiner, the Company's current Chief Executive. Further,
Emmanuelle Guicharnaud, the Company's current Chief Financial
Officer, and Craig Gardiner are the two directors of Com & Tel
Media Limited. Accordingly, as Cellcast UK Limited comprises the
Company's sole trading subsidiary, the Disposal constitutes a
disposal resulting in a fundamental change of business in
accordance with Rule 15 of the AIM Rules and, since the Purchaser
is controlled by the Resigning Directors, the Disposal also
constitutes a related party transaction for the purposes of AIM
Rule 13. None of the Resigning Directors have taken any part in any
board assessment of the Disposal.
Financing for the purchase is being provided to the Purchaser by
SMS Media Limited ("SMS"), which is a 15.71% shareholder in the
Company. Bertrand Folliet, Director of Strategy and Business
Development, and Andrew Wilson, who is a former Director of the
Company and husband of Emmanuelle Guicharnaud, are both directors
of SMS. The Company has been informed that Emmanuelle Guicharnaud
is a shareholder holding 3.4% of SMS. Bertrand Folliet holds a
34.9% beneficial interest in SMS and Andrew Wilson holds a 34.9%
beneficial interest in SMS.
As a result of the treatment of the Disposal under the AIM Rules
and the requirements of Section 190 of the Companies Act (requiring
any substantial property transaction with a director to be approved
by shareholders in general meeting), Completion is conditional on
the passing of Resolution 1, which seeks Shareholders' approval for
the Disposal, and is to be proposed at the General Meeting.
The Independent Directors consider, having consulted with the
Company's Nominated Adviser, that the terms of the Disposal are
fair and reasonable insofar as the Company's Shareholders are
concerned. The Independent Directors have taken into account the
following:
1. the lack of working capital for the Cellcast UK Business;
2. the fact that a solvent liquidation of the Company would
likely result in no significant value being returned to
Shareholders;
3. the steady decline in the Company's sales and concomitant
mounting regulatory risks in the UK and Kenya and, in Kenya,
taxation risks, as well as strong and increasing competition from
internet-borne services; and
4. Shareholders representing 69.03% of the issued share capital
have given irrevocable undertakings to support the Resolutions or
provided a non-binding comfort letter supporting the Proposals.
6. AIM Rule 15
In accordance with AIM Rule 15, the Disposal constitutes a
fundamental change of business of the Company. On Completion, the
Company would cease to own, control or conduct all or substantially
all, of its existing trading business, activities or assets.
Therefore, following Completion, the Company will become an AIM
Rule 15 cash shell and as such will be required to make an
acquisition or acquisitions which constitutes a reverse takeover
under AIM Rule 14 on or before the date falling six months from
Completion or be re-admitted to trading on AIM as an investing
company under the AIM Rules (which requires the raising of at least
GBP6 million) failing which, the Company's Ordinary Shares would
then be suspended from trading on AIM pursuant to AIM Rule 40.
Admission to trading on AIM would be cancelled six months from the
date of suspension should the suspension not have been lifted.
As a cash shell, the Company would also have no operating cash
flow and would be dependent on the net proceeds of the Disposal for
its working capital requirements.
7. Use of proceeds
The proceeds of the Disposal will be used to cover the costs of
the Disposal, expected to total approximately GBP125,000 and to
provide the Company with working capital whilst it seeks a suitable
reverse takeover candidate.
8. Change of name
Subject to shareholders' approval, it is proposed that the name
of the Company be changed to Vintana plc. The TIDM will be
VITA.
9. Proposed Board changes
Subject to the Resolutions being passed, at Completion the
Resigning Directors will resign from their office as directors and
as employees of the Company with no compensation for loss of office
or any claims as employees and will waive all claims against the
Company. As a result, immediately following Completion, the Board
will comprise Michael Neville as Chairman and Sam Malin as a
Director.
It is the policy of the Board to manage the affairs of the
Company having regard to the QCA Code. Principle 5 of the QCA Code
("Maintain the board as a well-functioning, balanced team led by
the Chair") states that the board of a company "should have at
least two independent non-executive directors. Independence is a
board judgment".
In line with the QCA Code, the Board have carefully considered
the composition of the post completion board and determined that
the Independent Directors will continue to be Independent and
further that the independent board will have the up-to-date
experience, skills and capabilities necessary to manage the Company
effectively, during the period of the Company being a cash shell
(the "Cash Shell Period"), as the Company will have a simple
balance sheet and no revenue generating operations during that
period. Notwithstanding this, it is the intention of the
Independent Directors to seek to appoint at least one additional
director to the board as soon as practicable following completion
of the Disposal to support the Company's search for a suitable
reverse takeover candidate.
During the Cash Shell Period, the Board will continue to manage
the affairs of the Company having regard to the QCA Code. However,
given the simple nature of the Company as a cash shell and the
simplicity of its corporate systems during the Cash Shell Period
there will be no internal audit function. This will be kept under
review.
10. Strategy for the Company following Completion
The Company's proposed strategy, following completion of the
Disposal, will be to acquire one or more companies and/or projects
which are either cash flow generative or show significant potential
for growth and a profitable exit.
Leveraging their knowledge and contacts, the Independent
Directors will seek to identify suitable investment and/or
acquisition opportunities. At this stage, the Independent Directors
would not seek to exclude any particular sector or
jurisdiction.
In selecting suitable investment and/or acquisition
opportunities, The Independent Directors will consider various
factors relevant to an opportunity, including the:
-- ease with which capital can be raised to meet the working
capital requirements both initially and in the future;
-- growth potential and outlook for future cash generation;
-- likely resulting liquidity in the Company's shares following acquisition(s);
-- short, medium and longer term exit strategies for Shareholders;
-- possible synergies with knowledge and contacts of the Independent Directors; and
-- suitability for a public listing, either on AIM or another recognised market in the UK.
11. Risk factors
Shareholders' attention is drawn to the Risk Factors set out in
Part II of the Circular.
12. General Meeting
The Notice convening the General Meeting to be held at the
offices of Michelmores LLP, at 6 New St Square, London EC4A 3BF, at
11:00 a.m. on 06 September 2019, at which the Resolutions will be
proposed is set out at the back of this Circular. A summary of the
Resolutions is set out below.
Ordinary resolution:
Resolution 1, which seeks to approve the sale by the Company to
Com & Tel Media Limited of Cellcast UK Limited in accordance
with the SSA.
Special resolution:
Resolution 2, which seeks to approve the change of the Company's
name to Vintana plc.
13. Action to be taken
Please check that you have received the following with this
document:
-- a Form of Proxy for use in respect of the General Meeting.
Whether or not you propose to attend the General Meeting in
person, you are strongly encouraged to complete, sign and return
your Form of Proxy in accordance with the instructions printed
thereon as soon as possible, but in any event so as to be received,
by post or, during normal business hours only, by hand, at Link
Asset Services, The Registry, 34 Beckenham Road, Beckenham Kent,
BR3 4TU, not later than 11:00 a.m. on 04 September 2019 (or, in the
case of an adjournment of the General Meeting, no later than 11:00
a.m. on the date which is two days before the time of the adjourned
meeting excluding non-working days).
Appointing a proxy in accordance with the instructions set out
above will enable your vote to be counted at the General Meeting in
the event of your absence. The completion and return of the Form of
Proxy will not prevent you from attending and voting at the General
Meeting, or any adjournment thereof, in person should you wish to
do so. Your attention is drawn to the notes to the Form of
Proxy.
14. Irrevocable undertakings and non-binding comfort letters
In relation to the Resolutions:
1. Each of the Directors who is also a Shareholder has
irrevocably undertaken to vote in favour of the Resolutions in
respect of, in aggregate, 1,082,500 Ordinary Shares held directly
by them, representing approximately 1.40% of the Issued Share
Capital;
2. SMS Media Limited, a company registered in the Hong Kong
Special Administrative Region of the People's Republic of China,
with registration number 0762101, being a Shareholder, has
irrevocably undertaken to vote in favour of the Resolutions in
respect of, in aggregate, 12,180,062 Ordinary Shares, representing
approximately 15.71% of the Issued Share Capital;
3. Andrew Wilson has irrevocably undertaken to vote in favour of
the Resolutions in respect of, in aggregate, 1,643,000 Ordinary
Shares, representing approximately 2.12% of the Issued Share
Capital;
4. Mr Gary Lyons has irrevocably undertaken to vote in favour of
the Resolutions in respect of, in aggregate, 19,265,000 Ordinary
Shares, representing approximately 24.85% of the Issued Share
Capital;
5. The Atlas Group of Companies Ltd, a company registered in
Bermuda with registered number 31654, being a Shareholder, has
irrevocably undertaken to vote in favour of the Resolutions in
respect of 14,723,135 Ordinary Shares, representing approximately
18.99% of the Issued Share Capital; and
6. Mr Guy Thomas has provided a non-binding statement of intent
to vote in favour of the Resolutions in respect of, in aggregate,
4,613,412 Ordinary Shares, representing approximately 5.95% of the
Issued Share Capital.
The Company has therefore received irrevocable undertakings to
vote in favour of all the Resolutions, from Shareholders (including
Directors) who hold in aggregate, 48,893,697 Ordinary Shares
representing approximately 63.08% of the Issued Share Capital. When
combined with the non-binding statement of intent provided by Mr
Guy Thomas, the Company has received notifications of intention to
vote in favour of all the Resolutions, from Shareholders (including
Directors) who hold in aggregate, 53,507,109 Ordinary Shares
representing approximately 69.03% of the Issued Share Capital.
15. Recommendation
The Independent Directors unanimously recommend that
Shareholders vote in favour of Resolution number 1 to approve the
Disposal.
The Board unanimously recommend that Shareholders vote in favour
of Resolution number 2 to change the Company's name.
The Board intend to vote in favour of each of the Resolutions in
respect of their direct and indirect shareholdings which in
aggregate amount to 14,905,562 Ordinary Shares representing 19.23%
of the Issued Share Capital.
DEFINITIONS
The following definitions apply throughout this Circular unless
the context requires otherwise:
Act or the Companies Act: the Companies Act 2006, as amended.
Additional Consideration: Consideration receivable pursuant to the Lotto Receivable Payment and the
Trigger Event Payment.
AIM: the market of that name operated by the London Stock Exchange.
AIM Rules: the AIM Rules for Companies, as published by the London Stock Exchange from time
to time.
Board or Directors: the directors of the Company at the date of this Document and whose names are
set out in Part
I.
Cellcast UK: Cellcast UK Limited, a company registered in England and Wales with registered
number 04327957
being a wholly owned subsidiary of the Company.
Circular or this Document: this document, containing details of the Proposals.
Company: Cellcast plc, a company registered in England and Wales with registered number
05342662.
Com & Tel or the Purchaser: Com & Tel Media Limited a company incorporated in England and Wales with company
number 12066049
and with its registered office at Unit 15 Cochran Close, Crownhill Industrial,
Milton Keynes
MK8 0AJ.
Completion: completion of the Disposal expected to occur, subject to the passing of the
Resolutions, on
or about 06 September 2019.
Directors: directors of the Company whose names are set out on page 5.
Disposal: the proposed sale of the entire issued share capital of Cellcast UK to Com & Tel
Media Limited,
pursuant to the terms of the SSA.
FCA: the Financial Conduct Authority.
Form of Proxy: the form of proxy accompanying the Circular for the use of Shareholders in
connection with
the General Meeting.
General Meeting: the General Meeting of the Company to be held at 11:00 a.m. on 06 September 2019
(or any reconvened
meeting following any adjournment of the general meeting) at the offices of
Michelmores LLP,
6 New Street Square, London EC4A 3BF, notice of which is set out at the end of
this document.
Group: the Company, Cellcast UK and Cellcast UK's subsidiary companies.
Independent Directors: Mike Neville and Samuel Malin.
Initial Consideration: the sum of GBP375,000, to be paid by the Purchaser to the Company in cash at
Completion.
Issued Share Capital: the total number of Ordinary Shares on issue, being 77,513,224 Ordinary Shares
as at the date
of this Document.
Latest Accounts: the Company's final results for the year ended 31 December 2018.
London Stock Exchange: London Stock Exchange PLC.
Lotto Receivable: the sum of GBP493,000 owing to Cellcast UK as at 31 December 2018 in connection
with the Kenyan
Lotto Venture.
Lotto Receivable Payment: an amount equal to 20% of any payment (if any) made in satisfaction of the Lotto
Receivable
actually received by Cellcast UK on or before 31 December 2020.
Nominated Adviser: Allenby Capital Limited, the Company's Nominated Adviser in accordance with the
AIM Rules.
Notice or Notice of General Meeting: the notice of the General Meeting set out at the end of this document.
Ordinary Shares: ordinary shares of GBP0.01 each in the capital of the Company.
Proposals: the proposals set out in this Circular, whereby Shareholders are being asked to
consider,
and if thought fit, approve: (i) the Disposal; and (ii) the change of the name
of the Company.
QCA Code: the QCA Corporate Governance Code, published by the Quoted Company Alliance.
Resigning Directors: Bertrand Folliet, Craig Gardiner and Emmanuelle Guicharnaud.
Resolutions: the resolutions set out in the Notice of General Meeting.
Shareholders: the holders of Ordinary Shares.
SSA: the conditional share sale agreement dated 19 August 2019 between the Purchaser
and the Company
in respect of the Disposal.
Trigger Event: a sale, a disposal or a listing of Cellcast UK each as defined in the SSA.
Trigger Event Payment an amount equal to 25% of the difference between the Initial Consideration and
the Trigger
Event Value.
Trigger Event Value: the value attributable to Cellcast UK or, if greater, its business (as
applicable) as a whole
based on the prevailing sale or subscription price utilised in connection with
the relevant
Trigger Event.
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
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