TIDMMNO
RNS Number : 9845P
Maestrano Group PLC
15 October 2019
15 October 2019
Maestrano Group PLC ("Maestrano" or the "Company" or the
"Group")
Posting of Circular and Notice of General Meeting
Airsight Presentation
On 23 September 2019, Maestrano Group PLC (AIM: MNO), the open
platform for master data management and business analytics,
announced that it had signed an agreement, conditional, inter alia,
on Shareholder consent, to acquire entire issued share capital of
Airsight Holdings Pty Ltd ("Airsight") ("Acquisition").
The Company has today posted by first class post a circular
containing a notice of general meeting ("Circular") to take place
at 10.00 a.m. on 31 October 2019 at the office of Grant Thornton UK
LLP, 30 Finsbury Square, London EC1A 1AG at which Shareholders are
being asked to consider and, if appropriate, approve resolutions to
give effect to the Acquisition, including a resolution to approve a
waiver under Rule 9 of the Takeover Code.
The Company is also pleased to announce that it has published an
Investor Presentation with information on the Airsight
acquisition.
Both the Circular and the Investor Presentation are available on
the Company's website, https://maestrano.com/investors/
An extract from the Circular comprising elements of the letter
from the Independent Directors is set out below along with a list
of defined terms. Defined terms have the same meaning as in the
Circular.
Enquiries:
Maestrano Group plc
Andrew Pearson, CEO c/o IFC
Grant Thornton (Nominated Adviser)
Colin Aaronson / Jamie Barklem / Niall McDonald +44 (0)20 7383
5100
Arden Partners (Broker)
Ruari McGirr / Ciaran Walsh +44 (0)20 7614 5900
IFC Advisory Limited (Financial PR & IR)
Graham Herring / Miles Nolan / Zach Cohen +44 (0)20 3934
6630
graham.herring@investor-focus.co.uk
miles.nolan@investor-focus.co.uk
About Maestrano
Maestrano develops and deploys a patented cloud-based Platform
as a Service that serves the needs of Small to Medium Businesses
(SMBs) and large Enterprises to access real time, automated
management data efficiently on an integrated platform. This
technology is called Master Data Management (MDM).
Further information on the Group is available at
www.maestrano.com
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014
LETTER FROM THE INDEPENT DIRECTORS
1. Introduction
On 23 September 2019 Maestrano announced that it had entered
into a Share Sale and Purchase Agreement with the shareholders of
Airsight Holdings Pty Limited, pursuant to which, subject to
satisfaction of the Conditions set out in the Share Sale and
Purchase Agreement, the Company shall acquire the entire issued
share capital of Airsight in consideration for the issue of up to
an aggregate 73,383,375 new Ordinary Shares to the Vendors.
Ian Buddery, the Company's Chairman, is one of the Vendors and
due to that conflict of interest, has been excluded from
negotiations by the Board on behalf of the Company and the
recommendation by the Board of the Acquisition and other Proposals
set out in this Document.
Under Rule 9 of the Takeover Code, the issue of the
Consideration Shares would result in an increase in the Concert
Party's aggregate percentage holding of Ordinary Shares to a level
which would normally result in the Concert Party being obliged to
make an offer to all Shareholders to acquire all the Ordinary
Shares
that it did not already own. However, the Panel has agreed to
waive this obligation, subject to the approval of the Independent
Shareholders. Your attention is drawn to the information about the
Takeover Code set out in paragraph 5 of this Part I. In addition,
the Company requires the approval of its Shareholders of the issue
of the Consideration Shares.
Accordingly, the Company is convening the General Meeting, at
which Resolutions will be proposed to approve the Waiver and the
issue of the Consideration Shares. The Notice of Meeting is set out
at the end of this Document. Completion of the Acquisition is
conditional inter alia on the passing of the Resolutions.
The purpose of this Document is to set out the background to and
the reasons for the Acquisition and to explain why the Independent
Directors consider the Acquisition and other Proposals set out in
this Document to be in the best interests of the Company and its
Shareholders as a whole and why they recommend that Independent
Shareholders should vote in favour of the Resolutions.
2. Background to and reasons for the Acquisition
Maestrano's Ordinary Shares were admitted to trading on AIM on
30 May 2018. Maestrano, through its wholly owned subsidiaries,
develops and deploys a patented cloud based platform as a service
that addresses the needs of small to medium businesses and large
enterprises (such as major banks and global accounting firms) to
access real time, automated management data efficiently on an
integrated Platform. This technology is called Master Data
Management (MDM). The Group currently services one vertical market,
being, audit firms.
On 1 May 2019 and subsequently on 12 August 2019, the Company
announced that its two largest banking customers had decided to
cease development of the platforms that Maestrano was developing
for them. As a result, the Company took the decision to re.engineer
its business to focus on opportunities in the pipeline, prepare for
a lower level of activity and seek value.accretive acquisitions. On
23 September 2019, the Company announced the conditional
acquisition of Airsight.
Airsight was founded in 2012, offering engineering surveying
services with digital recording devices. They developed specialised
Light Detection and Ranging ("LiDAR") units which are particularly
suited to recording data in transport corridors, such as rail and
road networks. The need to analyse this data led to the development
of a "deep machine learning" software platform ("Ci") launched in
2019.
The Ci software performs a similar function to that of
Maestrano, capturing, analysing and reporting on large
datasets within the transport sector, but with the addition of sophisticated artificial intelligence algorithms. The sales cycle is the same as Maestrano's, being sales to large enterprises. To date, these include rail networks and road maintenance companies in Australia and a successful trial by a Japanese rail network. Since 1 July 2019, Japan has also been the most significant market for the Airsight LiDAR devices.
Both the Maestrano Directors and the shareholders of Airsight
believe that the synergies between the two companies are strong -
Airsight provides Maestrano with an additional vertical market and
Maestrano provides Airsight with expertise in third party
application integration and presentation dashboards, needed to
connect to transport asset management and Enterprise Resource
Planning systems. Maestrano's sales and marketing expertise and
enterprise project delivery experience are expected to accelerate
Airsight's revenue growth.
Whilst Airsight currently engages directly with rail and road
network owners, the intention is to move to an indirect
go.to.market model, partnering with independent asset management
companies and engineering firms, after suitable reference customers
are established in major geographies such as the UK, Europe, Japan
and the USA.
Airsight offers multi.year, recurring revenue contracts for use
of Ci. As an annual subscription service enabled through Ci's cloud
platform, with per.kilometre charging, Ci has a highly scalable,
readily deliverable business model, which has been verified with
network owners.
The Directors believe that future adoption of autonomous
vehicles, equipped with LiDAR as a matter of course, creates a vast
data source which, through the Ci platform, private and government
agencies could mine for
commercial benefit. Whilst not realised today, this represents a further growth opportunity.
3. Principal Terms of the Share Sale and Purchase Agreement
Pursuant to the Share Sale and Purchase Agreement, the Company
has agreed, subject to satisfaction of the Conditions by no later
than 5.00 pm Sydney time on 30 November 2019, to acquire the entire
issued capital of Airsight in consideration for the issue to the
Vendors of the Consideration Shares.
Under the terms of the Share Sale and Purchase Agreement, the
Company will issue up to 73,383,375 new Ordinary Shares to the
Vendors as full consideration for the Acquisition as follows:
-- 66,045,038 Ordinary Shares will be issued to the Vendors upon
Completion, following the passing of the Resolutions at the General
Meeting; and
-- on 30 September 2020, up to a further 7,338,337 Ordinary
Shares will be issued to the Vendors, with the exact number to be
issued calculated pro.rata against a revenue target for the total
revenue achieved by Airsight products and services of A$1.5 million
for the financial year ending 30 June 2020.
Based on the closing price for the Ordinary Shares of GBP0.0165
on 20 September 2019 (being the last practical day prior to the
signing of the Share Sale and Purchase Agreement), this valued
Airsight at up to GBP1,210,826 which is approximately two times
Airsight prior year revenue and will represent up to 47.8% of the
Enlarged Share Capital of the Company assuming the issue of the
full number of 73,383,375 Consideration Shares and that no other
Ordinary Shares have been issued at such time.
Each of the Vendors has agreed that they will not, for a period
of one year from Completion, dispose of any of their Consideration
Shares, save where the disposal is in favour of another Vendor
pursuant to an existing agreement between them, with the consent of
the Company, in acceptance of a takeover offer, or scheme of
arrangement or reconstruction, or where the disposal is by the
personal representatives of a Vendor following their death.
The Share Sale and Purchase Agreement contains customary
provisions as to the operation of the business of Airsight in the
period prior to Completion.
The Vendors have given customary warranties in favour of the
Company, including as to the shares being acquired, the operation
of the Airsight business, compliance with laws, taxation,
litigation and intellectual property, as well as a customary
indemnity in respect of tax matters.
The Vendors have also given undertakings to the Company not to
directly or indirectly compete with the business of Airsight, or to
solicit or entice away customers, clients or business partners for
a period of two years from the date of Completion in Australia and
the United Kingdom.
Nicholas Smith shall be appointed as a director of the Company
within 20 days of Completion.
4. Admission of the Consideration Shares
Subject to satisfaction of the Conditions, the Company
shall:
-- upon Completion, allot the Initial Consideration Shares to
the Vendors and make application for the Initial Consideration
Shares to be admitted to trading on AIM. It is expected that
Admission of the Initial Consideration Shares will become effective
and that dealings in the Initial Consideration Shares will commence
on 4 November 2019; and
-- on 30 September 2020, allot the Holdback Shares to the
Vendors and make application for the Holdback Shares to be admitted
to trading on AIM. It is expected that Admission of the Holdback
Shares will become effective and that dealings in the Holdback
Shares will commence as soon as practicable after their allotment
on 30 September 2020.
The Consideration Shares will, on Admission, rank pari passu in
all respects with the then existing Ordinary Shares and will rank
in full for all dividends and other distributions thereafter
declared, paid or made on the ordinary share capital of the
Company.
5. The Takeover Code
The issue of the Initial Consideration Shares on Completion, and
the Holdback Shares on 30 September 2020, gives rise to certain
considerations under the Code. Brief details of the Code and the
protection this affords Shareholders are set out below.
The Code is issued and administered by the Panel. The Code and
the Panel operate to ensure fair and equal treatment of
shareholders in relation to takeovers, and also provide an orderly
framework within which takeovers are conducted. The Code applies to
all takeover and merger transactions, however effected, where the
offeree company is, inter alia, a company resident in the UK, the
Channel Islands or the Isle of Man, the securities of which are
admitted to trading on a regulated market or a multilateral trading
facility (such as the AIM) in the United Kingdom or on any stock
exchange in the Channel Islands or the Isle of Man.
Under Rule 9 of the Code, any a person who acquires an interest
in shares which, taken together with shares in which he and persons
acting in concert with him are interested, carry 30 per cent or
more of the voting rights of a company subject to the Code is
normally required to make a general offer to all remaining
shareholders to acquire their shares. Similarly, when any person
who, together with persons acting in concert with him, is
interested in shares which in aggregate carry not less than 30 per
cent of the voting rights of a company subject to the Code but does
not hold shares carrying more than 50 per cent of such voting
rights, a general offer will normally be required if any further
interests in shares are acquired by any such person.
An offer under Rule 9 must be made in cash and at the highest
price paid by the person required to make the offer, or any person
acting in concert with him, for an interest in shares of the
company during the 12 months prior to announcement of the
offer.
Under the Code, a concert party arises when persons who,
pursuant to an agreement or understanding (whether formal or
informal), actively co.operate, through the acquisition by any of
them of shares in a company, to obtain or consolidate control of
that company. Under the Code, control means a holding, or aggregate
holding, of shares carrying 30 per cent or more of the voting
rights of a company, irrespective of whether the holding or
holdings gives de facto control. In this context, voting rights
means all the voting rights attributable to the capital of the
company which are currently exercisable at a general meeting. Under
the Code, shareholders in a private company, like the Vendors, who
sell their shares in that company in consideration for the issue of
new shares in a company to which the Code applies, like Maestrano,
are presumed to be persons acting in concert with each other unless
the contrary is established.
The issue of the Initial Consideration Shares and the Holdback
Shares would therefore trigger an obligation on the Concert Party
to make an offer for the Company in accordance with Rule 9 of the
Takeover Code as the Concert Party would be interested in up to
75,583,475 Ordinary Shares representing approximately 49.3% of the
Company's enlarged issued share capital. Any Holdback Shares will
be issued on 30 September 2020. The Panel has agreed, however, to
waive the obligation for the Concert Party to make a general offer
that would otherwise arise as a result of the issue of the Initial
Consideration Shares or the Holdback Shares, subject to the
approval of Independent Shareholders on a poll. Accordingly,
Resolution 2 is being proposed at the General Meeting and will be
taken on a poll of Independent Shareholders. The members of the
Concert Party and Colin Lynch will not be able to vote on
Resolution 2.
A table showing the interests in shares of members of the
Concert Party on Completion and following issue of the Holdback
Shares on the basis set out above can be found in paragraph 8 of
this Part I.
6. Independent advice provided to the Board
The Takeover Code requires the Board to obtain competent
independent advice regarding the merits of the transaction which is
the subject of the Waiver Resolution, the acquisition of the
Consideration Shares by the members of the Concert Party and the
effect it will have on Shareholders generally. Accordingly, Grant
Thornton, as the Company's financial adviser, has provided formal
advice to the Independent Directors regarding the Proposals. Grant
Thornton confirms that it is independent of Airsight and the
members of the Concert Party and has no commercial relationship
with it or them.
7. The Concert Party
Nicholas Smith, Aaron Hoye, David Israel, Ashley Cox and Ian
Buddery, of 2/2 Frost Drive, Mayfield West NSW 2300, Australia, are
presumed to be acting in concert in the context of the Acquisition.
The members of the Concert Party are all shareholders in and,
between them, hold all of the shares of Airsight. Further
information about the members of the Concert Party and the
relationships between them is set out in paragraph 8 below.
Ian Buddery is the only member of the Concert Party who has an
interest in Ordinary Shares. Mr Buddery has an interest in
2,200,101 Ordinary Shares, representing 2.7 per cent of the current
voting rights of the Company.
Subject to the Conditions being satisfied and the Acquisition
completing:
-- upon issue of the Initial Consideration Shares on Completion,
the Concert Party will have an interest in, in aggregate,
68,245,139 Ordinary Shares, representing approximately 46.7 per
cent of the voting rights of the Company; and
-- upon issue of the Holdback Shares on 30 September 2020, the
Concert Party will have an interest in, in aggregate, 75,583,476
Ordinary Shares, representing approximately 49.3 per cent of the
voting rights of the Company, assuming that the maximum number of
Holdback Shares is issued,
and assuming in each case that no other Ordinary Shares are
issued prior to such time and no member of the Concert Party
disposes of any interest in Ordinary Shares prior to such time.
On the allotment of the Initial Consideration Shares, the
Concert Party will acquire an interest in Ordinary Shares that
carries more than 30 per cent. of the voting rights of the Company.
On the allotment of the Holdback Shares, the Concert Party, having
an existing interest in Ordinary Shares at such time that carries
more than 30 per cent. of the voting rights of the Company but less
than 50 per cent. of such voting rights, will increase the
percentage of voting rights of the Company in which they are
interested. Following Completion, the Concert Party will not be
entitled to increase its interest in the voting rights of the
Company (save in respect of the allotment of the Holdback Shares,
if the Waiver Resolution is passed at the General Meeting) without
incurring a further obligation under Rule
9 of the Code to make a general offer (unless at such time a
dispensation from this requirement has been obtained from the Panel
in advance). Save with the consent of the Panel, any acquisition by
a member of the Concert Party of a further interest in Ordinary
Shares (save in respect of the allotment of the Holdback Shares, if
the Waiver Resolution is passed at the General Meeting) will be
subject to the provisions of Rule 9 of the Takeover Code.
Shareholder should note that, if the Waiver Resolution is passed
at the General Meeting, the Concert Party (or any member of it)
will not as a result be restricted from making an offer for the
Company should they so wish.
Ian Buddery, as a member of the Concert Party, is not permitted
to exercise his voting rights in respect of the Waiver Resolution.
Moreover, Ian Buddery does not intend to vote on the other
Resolutions to be proposed at the General Meeting. Colin Lynch is
not treated as independent for the purposes of the Waiver
Resolution, based on his relationship with Ian Buddery as a friend
and as a former colleague at eServGlobal. However, Colin Lynch is
not being treated as a member of the Concert Party.
The waiver to which the Panel has agreed under the Code will be
invalidated if any purchases of any interest in Ordinary Shares are
made by any member of the Concert Party, or any person acting in
concert with it, in the period between the date of this Document
and the General Meeting.
Information on the Concert Party
Nick Smith and Aaron Hoye founded Airsight in 2012. In 2012,
David Israel, a private investor, invested in Airsight. Ashley Cox
joined Airsight in 2015. Ian Buddery, Chairman of Maestrano, met
the founders of Airsight at a technology event in Australia in
2018, and subsequently invested A$200,000 to acquire 7 per cent. of
Airsight. Ian Buddery has an option to acquire a further 7 per cent
of Airsight, which will be forfeited upon Completion. Although not
a director, Ian Buddery is acting as the informal chairman of
Airsight.
The members of the Concert Party are as follows:
Nicholas Smith
Nick co.founded Airsight Australia in 2012 and operated as
'Chief Pilot' for 4 years. Nick was instrumental in building new
products and services as well as identifying valuable projects and
building profitable partnerships with other organisations. Nick has
extensive experience in technology services, hardware, drones,
sales, marketing and strategic business development and has proven
his ability to lead and operate a diverse, geographically dispersed
technical and operational team.
Aaron Hoye
Aaron has been developing software since early 2000 and has
touched on all areas of modern computing. Aaron started mobile
development in late 2003 and became CTO of his first start.up later
that year, building a successful mobile game and web development
studio. Aaron then started working with UAV systems in 2013,
building payloads and supporting ground systems.
David Israel
David Israel was involved in the thoroughbred industry and
agricultural management consulting since 1961. He supervised the
running of a number of pastoral properties in NSW and QLD as well
as consulting in agriculture for business clients. From the 1980's
he has had an increasing involvement with property development and
real estate in both QLD and NSW including land subdivision and
construction in Hervey Bay, QLD, Belmont North in Newcastle NSW and
the Port Stephens area.
Ashley Cox
Ashley joined the Airsight Group in 2015 and led the growth in
new products and services, securing contracts with state
governments and the Australian Defence Force. Ashley is a Member of
the Australian Institute of Company Directors and a board member of
the Australian Association of Unmanned Systems.
Ian Buddery
Ian has over 30 years of experience across the technology,
telecommunications and financial services industries in both local
and international markets. Ian has founded multiple companies,
including eServGlobal (ASX:ESV), achieved substantial capital
raisings and been involved in three IPOs being the listing of
eServGlobal on ASX and subsequently on AIM and the admission of
Maestrano to AIM in 2018. Ian has also been involved in six
acquisitions and two major trade sales. Ian is a Director, and the
Chairman of, Maestrano.
Concert Party Interests
The table below illustrates the individual interests in Ordinary
Shares of the Concert Party members as at the date of this
Document, following the issue of the Initial Consideration Shares
on Completion and following the issue of the maximum number of
Holdback Shares on 30 September 2020:
Current Interests Issue of Initial Consideration Issue of maximum Holdback
Shares Shares
---------- ----------------------- ------------------------------------------- --------------------------------------
Name Interest Percentage Number Maximum Maximum Maximum Maximum Maximum
in interest of Initial interest percentage number interest percentage
Ordinary in the Consideration in the interest of in the interest
Shares Existing Shares Enlarged in the Holdback Enlarged in the
at the Share Share Enlarged Shares Share Enlarged
date Capital Capital Share to be Capital Share
of this as at immediately Capital issued immediately Capital
Document the following immediately on 30 following immediately
date Completion following September issue following
of this Completion 2020 of Holdback issue
Document Shares of Holdback
Shares
---------- ----------- -------------- ------------ ------------- ---------- ------------ ------------
Nicholas
Smith - - 23,034,375 23,034,375 15.8% 2,559,375 25,593,750 16.7%
---------- ----------- -------------- ------------ ------------- ---------- ------------ ------------
Aaron
Hoye - - 23,034,375 23,034,375 15.8% 2,559,375 25,593,750 16.7%
---------- ----------- -------------- ------------ ------------- ---------- ------------ ------------
David
Israel - - 11,056,499 11,056,499 7.6% 1,228,500 12,284,999 8.0%
---------- ----------- -------------- ------------ ------------- ---------- ------------ ------------
Ashley
Cox - - 4,299,750 4,299,750 2.9% 477,750 4,777,500 3.1%
---------- ----------- -------------- ------------ ------------- ---------- ------------ ------------
Ian
Buddery* 2,200,101 2.7 4,620,039 6,820,140 4.7% 513,337 7,333,476 4.8%
---------- ----------- -------------- ------------ ------------- ---------- ------------ ------------
Totals: 2,200,101 2.7 66,045,038 68,245,139 46.7% 7,338,337 75,583,475 49.3%
---------- ----------- -------------- ------------ ------------- ---------- ------------ ------------
* Of these, M4Soft Pty Ltd holds 1,030,101 Ordinary Shares as
trustee for the Ian Buddery Super Fund.
Maximum percentages assume that no other Ordinary Shares, other
than the Consideration Shares, are issued and that no member of the
Concert Party disposes of any interest in Ordinary Shares.
9. Intentions of the Concert Party
If the Waiver Resolution is passed by the Independent
Shareholders on a poll, there is no agreement, arrangement or
understanding for the transfer by any member of the Concert Party
of Ordinary Shares to any third party.
The members of the Concert Party have no intention to make any
changes in relation to:
-- the future business including research and development or
strategic plans of the Enlarged Group;
-- the continued employment of the Company's employees and
management, including any change in the conditions of employment or
in the balance of the skills and functions of the employees and
management;
-- the locations of the Enlarged Group's places of business,
including the location of the Company's headquarters and
headquarters functions;
-- employer contributions into the Company's pension scheme, the
accruals of benefits for existing members and the admission of new
members;
-- the redeployment of any fixed assets of the Company; or
-- the existing trading of the Ordinary Shares on AIM.
10. The Original Concert Party
In its Admission Document dated 24 May 2018, the Company
disclosed the existence of a concert party which, as at that time
comprised the co.founders of Maestrano, being Stephane Ibos and
Arnaud Lachaume, at the time respectively Chief Executive Officer
and Chief Technology Officer, Ian Buddery (Chairman) and three
investors introduced by him, Stephen Ainsworth, Chris Gorman and
Colin Lynch, together with their respective close relatives and
associated persons. Since then, Stephane Ibos has become a
non.executive director and Arnaud Lachaume has left the Company. As
a result, the Takeover Panel has agreed that Stephan Ibos and
Arnaud Lachaume, are no longer considered to be acting in concert
with Ian Buddery or any other member of the Concert Party.
11. Disqualifying Transactions
There are no disqualifying transactions to be disclosed pursuant
to Section 3 of Appendix 1 (Whitewash Guidance Note) to the City
Code. Information on all transactions in Ordinary Shares entered
into by the Concert Party in the last 12 months is set out in
paragraph 2.2 of Part III of this document.
12. General Meeting
Set out at the end of this Document is the Notice convening the
General Meeting to be held at the offices of Grant Thornton, 30
Finsbury Square, London, EC1A 1AG at 10.00 a.m. on 31 October 2019,
at which each of the following resolutions will be proposed as
ordinary resolutions:
Resolution 1: To grant the Directors authority to allot the Consideration Shares.
Resolution 2: To approve the Waiver.
Ian Buddery, the only member of the Concert Party who holds
Ordinary Shares, will not vote on any of the Resolutions to be
proposed at the General Meeting. The passing of the Resolutions
will require the approval by the Independent Shareholders by way of
simple majority. Resolution 2 must be approved by the Independent
Shareholders on a poll, where each Independent Shareholder will be
entitled to one vote for each Ordinary Share held. Mr Colin Lynch
is not considered to be independent for the purposes of the Waiver
resolution because of his connection with Ian Buddery as a friend
and former colleague and will therefore not vote on any of the
Resolutions.
13. Action to be Taken
A Form of Proxy for use at the General Meeting is enclosed with
this Document. The Form of Proxy should be completed and signed in
accordance with the instructions thereon and returned to the
Company's Registrars, Computershare Investor Services, The
Pavilions, Bridgwater Road, Bristol, BS13 6ZY as soon as possible,
but in any event so as to be received by no later than 10.00 a.m.
on 29 October 2019 (or, if the General Meeting is adjourned, 48
hours before the time fixed for the adjourned meeting). The
completion and return of a Form of Proxy will not preclude
Independent Shareholders from attending the General Meeting and
voting in person should they so wish.
14. Further Information
Shareholders' attention is drawn to the Additional Information
in Part III of this Document and the Financial Information on the
Enlarged Group in Part IV of the Document.
The Directors have given consideration to possible actions if
the General Meeting resolutions are not approved and have reached
the conclusion that the only viable alternative would be a reverse
takeover ("RTO") transaction with another company. Opportunities
for RTO transactions were in fact reviewed during the search for
value accretive acquisitions. However, any such transaction could
result in even more significant dilution for existing shareholders
than the Acquisition, with a corresponding reduced opportunity for
future value recovery, so is not the preferred outcome.
15. Recommendation
The Independent Directors, being the Directors other than Ian
Buddery, who have been so advised by Grant Thornton, consider that
the Proposals are fair and reasonable and in the best interests of
the Company and Shareholders as a whole. In providing advice to the
Independent Directors, Grant Thornton has taken into account the
Independent Directors' commercial assessments.
Accordingly, the Independent Directors recommend that
Independent Shareholders vote in favour of both of the Resolutions
to be proposed at the General Meeting, as they intend to do so in
respect of their entire holdings or Ordinary Shares which amount to
7,212,097 Ordinary Shares (representing approximately 9.0 per cent.
of the Existing Ordinary Shares).
A breakdown of the holdings of all Directors' shareholdings can
be found in paragraph 2.3 of Part III of the Document.
Yours faithfully
For and on behalf of the
Independent Directors
DEFINITIONS
The following definitions apply throughout this announcement
unless the context requires otherwise:
"A$" Australian Dollars
"Act" the Companies Act 2006 (as amended)
"Acquisition" the proposed acquisition by the Company of
the entire issued share capital of Airsight
in consideration for the issue to the Vendors
of the Consideration Shares, on the terms
of the Share Sale and Purchase Agreement
"Admission" admission of the relevant Consideration Shares
to trading on AIM becoming effective in accordance
with the AIM Rules
"Admission Document" the Admission Document of the Company dated
24 May 2018
"AIM" the AIM market operated by London Stock Exchange
plc
"AIM Rules" the AIM Rules for companies whose securities
are traded on AIM, as published by the London
Stock Exchange plc from time to time
"Airsight" Airsight Holdings Pty Limited;
"Board" or "Directors" the directors of the Company, whose names
are set out in the Document
"Ci" Corridor Insights, Airsight's "deep machine
learning" software platform as a service
applied to transport
"Code" or "Takeover Code" The City Code on Takeovers and Mergers
"Company" or "Maestrano" Maestrano Group plc, a company registered
in England and Wales with company number
11098701, whose registered office is at 10
John Street London, United Kingdom WC1N 2EB
"Completion" completion of the Acquisition in accordance
with the terms of the Share Sale and Purchase
Agreement, which is expected to occur immediately
after the close of the General Meeting, subject
inter alia to the Resolutions being passed
"Concert Party" Nicholas Smith, Aaron Hoye, Ashley Cox, David
Israel and Ian Buddery, further details of
whom are set out in paragraph 8 of Part I
of the Document
"Conditions" the conditions precedent to Completion, being
the grant of the Waiver and the passing of
the Resolutions
"Consideration Shares" up to 73,383,375 new Ordinary Shares, comprising
the Initial Consideration Shares and the
Holdback Shares, to be issued by the Company
to the Vendors as consideration for the acquisition
of the entire issued share capital of Airsight
"Document" this circular to the Shareholders, including
the Notice of General Meeting
"Enlarged Group" the Company and its subsidiaries following
Completion, including Airsight
"Enlarged Share Capital" as the context requires, the issued share
capital of the Company either (i) immediately
following Completion and the issue of the
Initial Consideration Shares, or (ii) immediately
after the issue of the Holdback Shares on
30 September 2020
"ESOP" the Company's employee share option plan
"Existing Share Capital" the 80,040,331 Ordinary Shares in issue at
or "Existing Ordinary the date of this Document
Shares"
"FCA" the United Kingdom Financial Conduct Authority
"Form of Proxy" the form of proxy for use in connection with
the General Meeting, which is enclosed with
this Document
"FSMA" the Financial Services and Markets Act 2000
(as amended)
"General Meeting" the general meeting of the Company being
convened for 10.00 a.m. on [30 October] 2019,
notice of which is set out at the end of
this Document, and including any adjournment
of such meeting
"Grant Thornton" Grant Thornton UK LLP
"Group" the Company and its current subsidiaries
at the date of this Document
"Holdback Shares" up to 7,338,337 new Ordinary Shares to be
issued to the Vendors on 30 September 2020,
subject to the terms of the Share Sale and
Purchase Agreement
"Independent Directors" the Directors, other than Ian Buddery
"Independent Shareholders" Shareholders other than those Shareholders
who are members of, or who hold their interests
in Ordinary Shares on behalf of, the Concert
Party or Colin Lynch
"Initial Consideration the 66,045,038 new Ordinary Shares to be
Shares" issued to the Vendors upon Completion of
the Acquisition
"IPO Admission" the admission of the Ordinary Shares to trading
on AIM on 30 May 2018
"LiDAR" specialised light detection and ranging units
developed and manufactured by Airsight
"Notice" or "Notice of the notice convening the General Meeting,
General Meeting" which is set out at the end of this Document
"Ordinary Shares" ordinary shares of GBP0.01 each in the capital
of the Company
"Panel" the Panel on Takeovers and Mergers
"Proposals" the Acquisition, the Waiver and the convening
of the General Meeting at which the Resolutions
will be proposed
"Resolutions" the resolutions to be proposed at the General
Meeting, as set out in the Notice of General
Meeting
"Rule 9" Rule 9 of the Takeover Code
"Shareholders" the registered holders of Ordinary Shares
from time to time
"Share Sale and Purchase the conditional agreement dated 23 September
Agreement" 2019 between the Company and the Vendors
relating to the Acquisition, further details
of which are set out in paragraph 3 of Part
I of the Document
"subsidiaries" has the meaning given in the Act
"UK" the United Kingdom
"Vendors" the existing shareholders of Airsight being,
being Nicholas Smith as trustee for Airsight
Investments Trust, Aaron Hoye Family Investments
Pty Ltd ACN 633 118 386 as trustee for the
Hoye Family Trust, Havenwood Pty Ltd ACN
122 789 422 as trustee for the Israel Family
Trust, Ashley Cox Investments Pty Ltd ACN
663 119 525 as trustee for the Cox Family
Trust and Ian Buddery.
"Waiver" the waiver by the Panel of the obligations
which would otherwise arise on the Concert
Party to make a general offer under Rule
9 of the Takeover Code as a consequence of
the issue of the Consideration Shares pursuant
to the Acquisition
"Waiver Resolution" the resolution numbered 2 set out in the
Notice of General Meeting which, if passed,
will approve the Waiver
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
NOGGGGQWUUPBGAA
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