TIDMBOOM
RNS Number : 4482L
All Active Asset Capital Limited
10 September 2021
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATIONS (EU) NO. 596/2014 AS
RETAINED IN UK LAW ('MAR'). UPON THE PUBLICATION OF THIS
ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN
THE PUBLIC DOMAIN.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION. THIS IS AN ANNOUNCEMENT DOES NOT
CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER
UNDER RULE 2.7 OF THE CODE CITY CODE ON TAKEOVERS AND MERGERS (THE
'CODE'). THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE
EVEN IF THE PRECONDITIONS REFERRED TO BELOW ARE SATISFIED OR
WAIVED.
10 September 2021
All Active Asset Capital Limited
Update on possible offer for Audioboom Group plc
Letters of Intent received to accept the proposed offer
Revised completion date for acquisition of Sentiance
On 19 July 2021 All Active Asset Capital Limited ('AAA')
announced a possible offer for the whole of the issued and to be
issued share capital of Audioboom Group plc ('Audioboom'), stating
that any offer, were it to be made, would consist of 12.5 new AAA
shares and 200p in cash per Audioboom Share (the 'Offer'). The
Offer, if made, is expected to be implemented as a Scheme of
Arrangement under Article 125 of the Companies (Jersey) Law 1991
(as amended) ("Scheme") or by way of a contractual offer to acquire
Audioboom shares. The announcement on 19 July 2021 also contains
further information about the possible offer and the circumstances
in which AAA reserved the right to make an offer on less favourable
terms than those set out above, is available online at:
https://aaacap.com/investor-relations/possible-offer-audioboom-group/
.
Letters of Intent
As disclosed in the announcement of 19 July 2021, AAA has
already received irrevocable undertakings to vote in favour of the
Scheme (or accept an offer if the possible acquisition is
structured as a contractual offer) in respect of 4,147,602
Audioboom shares representing 26.43% of Audioboom's issued share
capital. In addition to this, AAA announces that it has solicited
additional support for the possible offer and has received Letters
of Intent to vote in favour of the Scheme (or accept an offer if
the possible acquisition is structured as a contractual offer) from
the Audioboom shareholders listed in Appendix 1 in respect of a
further 3,843,092 Audioboom shares, representing 24.49% of
Audioboom's issued share capital.
Each Letter of Intent comprises a statement of intention to vote
in favour of the Scheme (or accept an offer if the possible
acquisition is structured as a contractual offer) on the terms set
out in the announcement of 19 July 2021 and are not a legally
binding commitment to vote for in favour of the Scheme or accept an
offer. However, if any signatories' intentions change, they are
obliged by Rule 2.10(c) of the Takeover Code to make an
announcement and notify AAA and the Takeover Panel.
Therefore, in aggregate, holders of 50.92% of Audioboom's issued
share capital have undertaken, or stated their intention, to vote
for the Scheme if an Offer is made on the terms described above.
The Board of AAA believes this represents a strong mandate for the
Board of Audioboom to continue to explore the possible Offer.
On 16 August 2021, the Board of Audioboom requested, and the
Panel on Takeovers and Mergers (the 'Panel') consented, to an
extension to the deadline by which AAA must either announce a firm
intention to make an offer for Audioboom in accordance with Rule
2.7 of the Code or announce that it does not intend to make an
offer. The revised deadline, which will be further extended only
with the consent of the Takeover Panel in accordance with Rule
2.6(c) of the Code, expires at 5.00 p.m. UK time on 13 September
2021.
Revised completion date for acquisition of Sentiance
As set out in the announcement of 19 July 2021, the Offer is
subject a number of pre-conditions including a non-waivable
pre-condition regarding completion of the acquisition of at least
75% of the entire share capital of Sentiance B.V.. Due to
logistical reasons, the acquisition has not yet completed and the
deadline for completion has been extended to 30 September 2021.
Since the current 'put up or shut up' deadline will expire prior to
this date, the Board of AAA has approached the Board of Audioboom
to request a further extension of the deadline. The Board of AAA
remains committed to seeking a recommended proposal which addresses
the concerns of the Independent Directors of Audioboom as to the
value and liquidity of AAA's equity post any acquisition.
There can be no certainty that any Offer will be made.
For further information, please contact:
All Active Asset Capital Limited
James Normand, Non-Executive Chairman
Rodger Sargent, Executive Director
T: via Buchanan
www.aaacap.com
Egremont Capital Limited, financial adviser to AAA
David Floyd
Jonathan Hall
Tel: +44 (0) 203 697 9496
Buchanan (Financial PR)
Richard Oldworth / Chris Lane / Toto Berger
T: +44 (0) 207 466 5000
E: AAAC@buchanan.uk.com
Additional information
Egremont Capital Limited, which is an appointed representative
of EGR Wealth Limited which is authorised and regulated by the
Financial Conduct Authority in the United Kingdom, is acting
exclusively for AAA and no one else in connection with the Possible
Offer and will not be responsible to any person other than AAA for
providing the protections afforded to clients of Egremont or for
providing advice in relation to the Possible Offer or any matter
referred to herein.
This announcement contains information which comprises inside
information for the purposes of Article 7 of the Regulation (EU) No
596/2014 on market abuse which was incorporated into UK law by the
European Withdrawal Act. Following publication of this
announcement, this information is considered to be in the public
domain.
This announcement is for information purposes only and is not an
invitation, inducement or the solicitation of an offer to purchase,
or otherwise acquire, subscribe for or sell or otherwise dispose of
or exercise rights in respect of any securities. Any offer will be
made solely through the scheme circular or offer document and any
accompanying forms.
Publication on website
A copy of this announcement will be made available (subject to
certain restrictions relating to persons resident in restricted
jurisdictions) at https://aaacap.com/regulatory-announcements/ no
later than 12.00 noon (London time) on the business day following
the release of this announcement in accordance with Rule 26.1 of
the Code. The content of the website referred to in this
announcement is not incorporated into and does not form part of
this announcement.
APPENDIX
Name Shareholding %
Nashida Bonnier 1,248,000 7.95%
David von Rosen - von Hoewel 326,400 2.08%
Courtney Investments Ltd 288,100 1.84%
David Evans 250,695 1.60%
Rodger Sargent 238,945 1.52%
Michael Power 226,000 1.44%
Jeremy Fenn 187,228 1.19%
Asimilar Group PLC 155,000 0.99%
Jane Hamon 140,251 0.89%
Discretionary Clients of Oberon
Investments 109,168 0.70%
D J Horrocks 104,331 0.66%
Mark Horrocks 88,256 0.56%
Oberon New Century AIM VCT1 72,100 0.46%
Chris Venner 71,997 0.46%
Holly Vukadinovic 70,000 0.45%
Andrew Headley 56,055 0.36%
Oberon New Century AIM VCT2 50,100 0.32%
Norman Allenby-Smith 35,000 0.22%
Donna Fenn 29,599 0.19%
Dewscope Limited 25,000 0.16%
John Mahtani 20,000 0.13%
Ashok Patel 15,000 0.10%
Royce Foundation 14,997 0.10%
Graeme Dickson 8,202 0.05%
David Sargent 8,028 0.05%
Anthony Wrighton 4,640 0.03%
Total 3,843,092 24.49%
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