Mithril Capital PLC Proposed acquisition and suspension of shares (8831B)
October 12 2015 - 2:00AM
UK Regulatory
TIDMMITH
RNS Number : 8831B
Mithril Capital PLC
12 October 2015
MITHRIL CAPITAL PLC
(the "Company")
Proposed acquisition of Agenda 21 Digital Holding Limited
Suspension of trading in the Company's shares
Notice of cancellation of listing on the Official List and
proposed re-admission to AIM
Mithril Capital plc (LSE: MITH), announces that it has
conditionally agreed to acquire the entire issued share capital of
digital media agency Agenda 21 Digital Holding Limited ("Agenda
21") (the "Acquisition") in a reverse takeover. The Company has
requested an immediate suspension of trading in its shares and
intends to cancel its listing on the Official List and seek
re-admission of the Company's shares to trading on AIM in due
course.
Key Highlights
-- Conditional agreement to acquire the entire issued capital of Agenda 21
-- Initial consideration of c. GBP3.3m, to be satisfied:
-- 65% in cash
-- 35% by the issue of new ordinary shares in the Company
-- Deferred consideration of up to GBP8.6m payable subject to
performance criteria over the next 3 years
-- Completion of the Acquisition is conditional on:
-- a placing of new shares in the Company to raise funds to
facilitate the Acquisition
-- re-admission of the Company's shares to trading on AIM
("Admission")
-- Enlarged group to be Chaired by Peter Scott (previously The
Engine Group and Aegis Group plc) and focused on building a
digital-centric network of specialist companies operating in the
marketing services, technology and e-commerce sectors.
Agenda 21 & New focus on Digital Media
Founded in 2005, Agenda 21 is a market-leading digital media and
analytics agency. It creates multi-channel campaigns across
pay-per-click, natural search, display advertising and other paid
media, underpinned by proprietary analytics. It serves clients
across a variety of industries, including financial services,
utilities, B2B and B2C goods and charities. Agenda 21 has won
numerous industry awards, most recently the 2015 RAR Award for
Digital Strategy for agencies with 40-99 staff. The business is
currently owned and managed by its founders, Pete Robins and Rhys
Williams, who will remain with the business upon completion of the
Acquisition.
The Acquisition has been led by Peter Scott, co-founder and
former CEO of The Engine Group and former Chairman and CEO of Aegis
Group plc. The Directors of the Company, together with Peter,
believe there is an opportunity to build a digital-centric network
spanning the marketing services, technology and e-commerce sectors
across the UK, Europe and US. This will be achieved through
targeted acquisitions consolidating the currently fragmented market
of independent digital specialists seeking access to deeper
resources to enable them to develop and grow their businesses.
Agenda 21 represents the first step in building this new
network.
It is intended that with effect from Admission, Peter will be
appointed Executive Chairman of the enlarged group, supported by a
management team with a successful track record in executing buy and
build strategies in the marketing services and digital space.
Suspension of shares, notice of cancellation of listing &
re-admission to AIM
The Acquisition constitutes a reverse takeover under the Listing
Rules. As the Company is currently unable to provide full
disclosure under Rule 5.6.15 of the Listing Rules, the Company has
requested a suspension of trading in its shares. The Company
intends to apply to the UK Listing Authority and the London Stock
Exchange requesting the cancellation of admission of the Company's
shares to the standard segment of the UK Listing Authority's
Official List and to trading in the Company's shares on the London
Stock Exchange's main market for listed securities.
Pursuant to Listing Rule 5.2.8, the Company announces that the
cancellation notice period has now commenced and cancellation is
expected to take effect from 8:00 am on 13 November 2015, being the
anticipated completion date for the Proposed Acquisition and
admission of the Company's shares to trading on AIM.
The Board will make further announcements in due course.
Enquiries
Mithril Capital plc www.mithril-capital.com
Peter Redmond, Chairman Tel: 020 7933 8787
Rodger Sargent, Non-Executive
Director
Walbrook PR Ltd Tel: 020 7933 8787 or
mithril@walbrookpr.com
Paul McManus Mob: 07980 541 893
About Mithril Capital Plc
Mithril Capital was formed as an investment vehicle and listed
on the London Stock Exchange's main market in December 2014,
raising gross proceeds of GBP3.4m. The Company is focused on
acquisition targets within the technology, media and
telecommunications sector.
This information is provided by RNS
The company news service from the London Stock Exchange
END
SRSLIFLAITLILIE
(END) Dow Jones Newswires
October 12, 2015 02:00 ET (06:00 GMT)
Mithril Cap (LSE:MITH)
Historical Stock Chart
From Aug 2024 to Sep 2024
Mithril Cap (LSE:MITH)
Historical Stock Chart
From Sep 2023 to Sep 2024