TIDMCNIC
RNS Number : 6023W
CentralNic Group PLC
02 August 2018
Press Release Thursday 2(nd) August 2018
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
In member states of the European Economic Area ("EEA") other
than the United Kingdom, this information is only addressed to and
directed at persons who are "qualified investors" within the
meaning of Article 2(1)(e) of the Prospectus Directive (Directive
2003/71/EC and any amendments thereto including Directive
2010/73/EU to the extent implemented in the relevant EEA member
state) and any relevant implementing measure in the relevant member
state of the EEA ("Qualified Investors").
CentralNic Group Plc
("CentralNic" or "the Company" or "the Group")
Completion of the acquisition of KeyDrive S.A.
and placing of 46,153,847 new Ordinary Shares
CentralNic Group Plc (AIM: CNIC), the internet platform that
derives revenue from the worldwide sales of internet domain names
and associated web presence services, is pleased to announce that,
further to the announcement released on 16 July 2018, the
acquisition of KeyDrive S.A. ("KeyDrive") and associated placing of
46,153,847 new ordinary shares of GBP0.001 each (the "Placing
Shares") to raise approximately GBP24 million, are now complete.
The Company has also issued 28,006,607 new ordinary shares of
GBP0.001 each (the "Consideration Shares") as part of the
acquisition of KeyDrive, and these shares have now been admitted to
trading on AIM.
The Company confirms that as at 2 August 2018, following the
issue of the Placing Shares and Consideration Shares referred to
above, the Company now has 170,652,802 ordinary shares of GBP0.001
each in issue, with one voting right each. The Company does not
hold any shares in treasury. The number of ordinary shares with
voting rights is therefore 170,652,802. Accordingly, these figures
may be used by shareholders as a denominator for the calculations
by which they will determine if they are required to notify their
interest in, or change to their interest in, the Company, under the
FCA's Disclosure Guidance and Transparency Rules.
Ben Crawford, CentralNic's CEO, said: "CentralNic and KeyDrive
have been successfully combined to become a leading player in the
internet domain name and web services industry and the Company
continues to rank globally in the top five Registry service
providers and number eleven amongst the Registrars who retail such
domains, as well as being the exclusive distributor of .xyz, widely
regarded as the .com of emerging markets."
"The transaction is a milestone in the Company's history as it
cements CentralNic's position as a consolidator in the market to
rival its competitors, including large and influential US
players."
"The Company is very grateful for the support shown by both
existing and new shareholders since its IPO on AIM in 2013. We are
also delighted to have numerous new institutional investors joining
our shareholder list through the placing, and a number of our
existing institutional shareholders have made further investments
to facilitate this exciting acquisition."
The Company is pleased to announce that certain directors of
both CentralNic and KeyDrive have either participated in the
placing, received ordinary shares in the Company in consideration
for their interest in KeyDrive or received ordinary shares in
satisfaction of other obligations owed to them by KeyDrive. In
aggregate 29,277,011 ordinary shares have been allotted to the
persons below at a price of 52 pence per ordinary share as set out
below:
As at the date of On Admission
the Admission Document
Number Percentage Number of Percentage
of Ordinary of Existing Ordinary of Enlarged
Shares Ordinary Shares Share Capital
Shares
------------- ----------- ---------------
Name Title
----------------- ------------- ------------- ----------- ---------------
Non-Executive
Iain McDonald Director 11,500 0.01% 107,653 0.09%
----------------- ------------- ------------- ----------- ---------------
Chief Financial
Don Baladasan Officer 72,917 0.08% 159,455 0.06%
----------------- ------------- ------------- ----------- ---------------
Group Chief
Operating
Alex Siffrin Officer 0 0.00% 28,006,607 16.4%
----------------- ------------- ------------- ----------- ---------------
Chief Financial
Officer of
Michael Riedl KeyDrive 0 0.00% 1,087,713 0.63%
----------------- ------------- ------------- ----------- ---------------
The notification below, made in accordance with the requirements
of the EU Market Abuse Regulation, provides further detail.
Notification and public disclosure of transactions by persons
discharging managerial responsibilities and persons closely
associated with them.
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name i) Iain McDonald
ii) Don Baladasan
iii) Alex Siffrin
iv) Michael Riedl
----------------------------- ------------------------------------------------
2 Reason for the notification
-------------------------------------------------------------------------------
a) Position/status i) Non-Executive Director
ii) Chief Financial Officer
iii) Group Chief Operating Officer
iv) Chief Financial Officer of KeyDrive
----------------------------- ------------------------------------------------
b) Initial notification Initial notification
/Amendment
----------------------------- ------------------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-------------------------------------------------------------------------------
a) Name CentralNic Group Plc
----------------------------- ------------------------------------------------
b) LEI 213800M4IINBWMXEKV82
----------------------------- ------------------------------------------------
4 Details of the transaction(s): section to be repeated for (i)
each type of instrument; (ii) each type of transaction; (iii)
each date; and (iv) each place where transactions have been
conducted
-------------------------------------------------------------------------------
a) Description Ordinary shares of GBP0.001
of the financial ISIN: GB00BCCW4X83
instrument,
type of instrument
Identification
code
----------------------------- ------------------------------------------------
b) Nature of the Purchase of Ordinary Shares via the Placing
transaction
----------------------------- ------------------------------------------------
c) Price(s) and Price(s) Volume(s)
volume(s)
52p i) 96,153
ii) 86,538
iii) 28,006,607
iv) 1,087,713
----------------------------- --------------- -------------------------------
d) Aggregated information
- Aggregated N/A - single transaction
volume
- Price
----------------------------- ------------------------------------------------
e) Date of the 1 August 2018
transaction
----------------------------- ------------------------------------------------
f) Place of the London Stock Exchange, AIM
transaction
----------------------------- ------------------------------------------------
-Ends-
For further information:
CentralNic Group Plc
Ben Crawford (CEO)
Don Baladasan, Chief Financial Officer +44 (0) 203 388 0600
Zeus Capital Limited - NOMAD and Joint
Broker
Nick Cowles / Jamie Peel (Corporate
Finance)
+44 (0) 161 831 1512
John Goold / Rupert Woolfenden (Institutional
Sales) +44 (0) 203 829 5000
Stifel - Joint Broker
Fred Walsh / Neil Shah / Rajpal Padam +44 (0) 20 7710 7600
Abchurch - Financial PR
Julian Bosdet +44 (0) 20 7469 4631
Dylan Mark +44 (0) 20 7469 4633
Alejandra Campuzano +44 (0) 20 7469 4634
centralnic@abchurch-group.com www.abchurch-group.com
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY, IS NOT
INTENDED TO AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR
INVITATION TO PURCHASE OR SUBSCRIBE FOR, UNDERWRITE, SELL, OR ISSUE
OR THE SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE, SELL,
ACQUIRE, DISPOSE OF ORDINARY SHARES OR ANY OTHER SECURITY IN THE
UNITED STATES OF AMERICA, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH
AFRICA, JAPAN OR IN ANY JURISDICTION IN WHICH, OR TO ANY PERSONS TO
WHOM, SUCH OFFERING, SOLICITATION OR SALE WOULD BE UNLAWFUL.
This announcement is not for publication or distribution,
directly or indirectly, in or into theUnited States of America.
This announcement is not an offer of securities for SALE INTO THE
UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND
WILL NOT BE not be registered under the U.S. Securities Act of
1933, as amended, and may not be offered or sold in the United
States, except pursuant to an applicable exemption from
registration. No public offering of securities is being made in the
United States.
The information contained herein is not for release, directly or
indirectly, in or into the United States of America, Australia,
Canada, the Republic of South Africa or Japan. This document (and
the information contained herein) is not and does not contain or
constitute an offer of securities for sale, or solicitation of an
offer to purchase or subscribe for securities, in the United
States, Australia, Canada, the Republic of South Africa or Japan or
any other jurisdiction where such an offer or solicitation or the
release, publication or distribution of this document would be
unlawful.
THE CONTENT OF THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY AN
AUTHORISED PERSON WITHIN THE MEANING OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (AS AMENDED) ("FSMA"). RELIANCE ON THIS
ANNOUNCEMENT FOR THE PURPOSE OF ENGAGING IN ANY INVESTMENT ACTIVITY
MAY EXPOSE AN INDIVIDUAL TO A SIGNIFICANT RISK OF LOSING ALL OF THE
PROPERTY OR OTHER ASSETS INVESTED.
This communication is directed only at (i) persons who have
professional experience in matters relating to investments falling
within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 ("Order") (investment
professionals); (ii) persons falling within Article 49(2)(a) to (d)
of the Order (high net worth companies, unincorporated associations
etc.); or (iii) other persons to whom it may otherwise lawfully be
communicated (all such persons referred to above being "Relevant
Persons"). Any investment activity to which this communication
relates will only be available to and will only be engaged with
Relevant Persons. By accepting receipt of this communication, each
recipient is deemed to confirm, represent and warrant that they are
a Relevant Person.
Zeus Capital Limited, which is authorised and regulated in the
United Kingdom by the FCA, is acting as nominated adviser and joint
broker to the Company in connection with the proposed Placing and
Admission and no one else and will not be responsible to anyone
other than the Company for providing the protections afforded to
its clients nor for providing advice to any other person in
relation to the Placing and Admission and/or any other matter
referred to in this Announcement.
Stifel Nicolaus Europe Limited, which is authorised and
regulated in the United Kingdom by the FCA, is acting as joint
broker to the Company in connection with the proposed Placing and
Admission and no one else and will not be responsible to anyone
other than the Company for providing the protections afforded to
its clients nor for providing advice to any other person in
relation to the Placing and Admission and/or any other matter
referred to in this Announcement.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by Zeus or Stifel or any of their respective
affiliates or any of their respective directors, officers,
employees, advisers or representatives (collectively,
"Representatives") as to or in relation to, the accuracy or
completeness of this Announcement or any other written or oral
information made available to or publicly available to any
interested party or its advisers, and any liability therefor is
expressly disclaimed.
This Announcement contains certain forward-looking statements,
beliefs or opinions, with respect to certain of the Company's
current expectations and projections about future prospects,
developments, strategies, performance, anticipated events or trends
and other matters that are not historical facts. These
forward-looking statements, which sometimes use words such as
"aim", "anticipate", "believe", "intend", "plan" "estimate",
"expect" and words of similar meaning, include all matters that are
not historical facts and reflect the Directors' beliefs and
expectations and involve a number of risks, uncertainties and
assumptions that could cause actual results and performance to
differ materially from any expected future results or performance
expressed or implied by the forward-looking statement. Statements
contained in this Announcement regarding past trends or activities
should not be taken as a representation that such trends or
activities will continue in the future.
About CentralNic Group Plc
CentralNic (AIM: CNIC) is a London-based AIM-listed company
which develops and manages software platforms allowing businesses
globally to use the internet for their own websites and email, as
well as protecting their brands online. Its core growth strategy is
identifying and acquiring cash-generative businesses with annuity
revenue streams and exposure to emerging markets, and migrating
them onto the CentralNic software and operating platforms.
CentralNic operates globally with customers in over 200
countries. It earns revenues from the worldwide sales of internet
domain names and hosting on an annual subscription basis.
For more information please visit: www.centralnic.com
This information is provided by RNS, the news service of the
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Authority to act as a Primary Information Provider in the United
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of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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