Global Invacom Group Limited Proposed Reverse Takeover of Tactilis (5369F)
October 29 2018 - 7:00AM
UK Regulatory
TIDMGINV
RNS Number : 5369F
Global Invacom Group Limited
29 October 2018
Global Invacom Group Limited
("Global Invacom", the "Company" or the "Group")
Proposed Reverse Takeover of Tactilis Will Open New Growth
Chapter
Singapore/London, 29 October 2018 - Satellite communications
equipment provider Global Invacom Group Limited (SGX: QS9) (AIM:
GINV) said its proposed US$200 million reverse takeover (the
"Proposed Acquisition") of biometrics solutions provider Tactilis
Sdn. Bhd. ("Tactilis") will create an enlarged technology company
which will open an exciting chapter of growth and enhance
shareholder value.
Malaysia-based Tactilis manufactures and distributes biometric
system-on-card solutions. Its flagship Tactilis Touch management
system acts as a medium to authenticate human users, devices and
services, deploying sensors that can capture fingerprints at least
four times more accurately than competitors, and can also manage
facial and iris recognition.
Through the proposed transaction, Global Invacom - which has a
global manufacturing footprint and established customer base - will
create value and synergies in the following areas:
- Leverage on Global Invacom's manufacturing experience and
footprint to develop current and future products of Tactilis;
- Leverage on the Group's extensive global customer base and
world-wide sales team to assist Tactilis and improve market access;
and
- Leverage on Global Invacom's public listing status on two
renowned global bourses - Singapore Exchange ("SGX") and the UK AIM
Market ("AIM") - to raise capital for future expansion.
Global Invacom will initially subscribe, in cash, for
convertible notes worth US$2.0 million for a 2% stake in Tactilis.
This first subscription is priced at a 50% discount to a valuation
of US$200 million ("Valuation") which in turn is at a significant
discount to the base-case valuation contained in a January 2017
report issued by Frost & Sullivan*. Global Invacom will later
acquire the remaining 98% stake by issuing 1.80 billion shares
priced at 15 Singapore cents per share, worth a total of US$196.0
million.
Global Invacom also has the option to subscribe, in cash and
again at a 50% discount to the Valuation, for another US$8.0
million worth of convertible notes for an additional 8% stake (in
addition to the initial 2% stake). Under the agreement with
Tactilis, Global Invacom can increase its stake in Tactilis by 1%
for every US$1 million worth of notes subscribed, up to a total of
10%. The remaining 90% will then be acquired via issue of 1.65
billion Global Invacom shares at 15 Singapore cents per share, for
a consideration of US$180.0 million.
The Proposed Acquisition, if completed, will constitute a
reverse takeover for the purposes of the SGX Mainboard Listing
Manual and the UK's AIM Rules for Companies.
Tony Taylor, Executive Chairman of Global Invacom,
commented:
"The current satellite communications equipment business remains
profitable and will remain an important activity of the Group even
after the proposed acquisition. Through the proposed acquisition of
Tactilis, we can venture into the high-growth, high-tech biometrics
security industry. The fit between the two companies is synergistic
as Tactilis will be able to achieve faster go-to-market because of
Global Invacom's existing manufacturing and marketing footprint as
well as our access to global capital markets. We look forward to
shareholder support of this transaction which we are confident will
enhance value."
Subject to the necessary regulatory and shareholder approvals,
the Group expects the acquisition to be completed in the third
quarter of 2019.
*As part of the due diligence, Global Invacom will appoint a
valuer to carry out its own independent valuation.
For further information, please contact:
Global Invacom Group Limited www.globalinvacom.com
Matthew Garner, Chief Financial Officer Tel: +65 6431 0782
Tel: +44 203 053 3523
finnCap Ltd (Nominated Adviser and Joint www.finncap.com
Broker)
Christopher Raggett / Matthew Radley (Corporate Tel: +44 207 220 0500
Finance)
Mirabaud Securities LLP (Joint Broker) www.mirabaud.com
Peter Krens (Equity Capital Markets) Tel: +44 207 878 3362
WeR1 Consultants Pte Ltd (Singapore Investor www.wer1.net
Relations)
Lai Kwok Kin Tel: +65 6737 4844
ginv@wer1.net
Vigo Communications (UK Media & Investor www.vigocomms.com
Relations)
Jeremy Garcia / Fiona Henson Tel: +44 207 390 0238
ginv@vigocomms.com
About Global Invacom Group Limited
Global Invacom is a fully integrated satellite equipment
provider with six manufacturing plants across China, Israel,
Malaysia, UK and the US. Its customers include satellite
broadcasters such as BSkyB of the UK and Dish Network of the
USA.
Global Invacom provides a full range of antennas, LNB receivers,
fibre distribution equipment, transmitters, switches and video
distribution components and electronics manufacturing services in
satellite communications as well as manufacturing services in
military, medical, and consumer electronics industries. Following
the acquisition in 2015 of Global Skyware, a leading US-based
designer and supplier of satellite antennas products and services,
the Company became the world's only full-service outdoor unit
supplier.
Global Invacom is listed on the Mainboard of the Singapore
Exchange Securities Trading Limited and its shares are admitted to
trading on the AIM Market of the London Stock Exchange.
For more information, please refer to www.globalinvacom.com
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END
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