REG - Aferian PLC - Results of Placing & PDMR Dealings

AferianAnnouncement

25/07/2023 07:00

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RNS Number : 0259H  Aferian PLC  25 July 2023

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, THE
REPUBLIC OF SOUTH AFRICA, NEW ZEALAND OR ANY OTHER JURISDICTION WHERE TO DO SO
WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION. THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE UK VERSION OF REGULATION 2014/596/EU.

 

25 July 2023

Aferian plc

 

("Aferian", the "Company, the "Group")

 

Results of Placing & PDMR Dealings

Aferian plc (LSE AIM: AFRN), the B2B video streaming solutions company, is
pleased to announce the successful completion of the Placing announced
yesterday.

A total of 26,000,000 Placing Shares have been placed by Investec Bank plc
("Investec"), the sole bookrunner, at the Placing Price, raising gross
proceeds of approximately US$4.0 million. The Placing Price of 12 pence per
share represents a premium of approximately 20.0 per cent. to the closing
middle market share price of 10 pence per share on 24 July 2023.

In conjunction with the Placing, certain Directors and a member of the senior
management team have agreed to subscribe for an aggregate of 2,020,833 Placing
Shares at the Placing Price.

Application has been made to the London Stock Exchange for the Placing Shares
to be admitted to trading on AIM. It is expected that Admission will take
place at 8.00 a.m. on 26 July 2023 (or such date as may be agreed between the
Company and Investec). The Placing Shares will, when issued, be credited as
fully paid and will rank pari passu in all respects with the existing issued
Ordinary Shares.

The Placing is conditional upon, amongst other things, Admission becoming
effective and the Placing Agreement not being terminated in accordance with
its terms.

Total voting rights

Following Admission, the Company will have 112,694,609 Ordinary Shares in
issue. There are 1,482,502 Ordinary Shares held in treasury. Therefore, the
Company hereby confirms that the total number of voting rights in the Company
will, following Admission, be 111,212,107. This figure may be used by
shareholders as the denominator for the calculations by which they will
determine if they are required to notify their interest in, or a change to
their interest in, the Company under the FCA's Disclosure Guidance and
Transparency Rules.

Capitalised terms used in this announcement have the meanings given to them in
the Placing Announcement released earlier today, unless the context provides
otherwise.

Related Party Transactions

Kestrel Investment Partners ("Kestrel") currently holds 22,776,736 Ordinary
Shares, representing approximately 26.7 per cent. of the Company's Existing
Ordinary Share capital and is therefore a substantial shareholder (holding in
excess of 10 per cent. of the Company's issued share capital) and as such is a
related party for the purposes of the AIM Rules for Companies. Kestrel has
subscribed for approximately £0.7m in the Placing by subscribing for
5,850,000 new Ordinary Shares, which will comprise a related party transaction
for the purposes of Rule 13 of the AIM Rules for Companies.

 

Premier Miton Investors currently holds 14,421,812 Ordinary Shares,
representing approximately 16.9 per cent. of the Company's Existing Ordinary
Share capital and is therefore a substantial shareholder (holding in excess of
10 per cent. of the Company's issued share capital) and as such is a related
party for the purposes of the AIM Rules for Companies. Premier Miton Investors
has subscribed for approximately £0.5m in the Placing by subscribing for
4,400,397 new Ordinary Shares, which will comprise a related party transaction
for the purpose of Rule 13 of the AIM Rules for Companies.

 

The independent Directors (being Steve Oetegenn and Bruce Powell), having
consulted with Investec in its capacity as nominated adviser to the Company
for the purposes of the AIM Rules considers that the participation by Kestrel
Investment Partners and Premier Miton Investors in the Placing is fair and
reasonable insofar as Shareholders are concerned.

 

Enquiries:

 

 Aferian plc                                                         +44 (0)1954 234100
 Mark Wells, Chairman

 Donald McGarva, Chief Executive Officer

 Mark Carlisle, Chief Financial Officer

 Investec Bank plc (NOMAD and Sole Broker)                           +44 (0)20 7597 5970
 David Anderson / Patrick Robb / Nick Prowting / Cameron MacRitchie

 FTI Consulting (Financial communications)                           +44 (0)20 3727 1000
 Emma Hall / Tom Blundell / Aisha Hamilton / Matt Dixon

 

Director/PDMR Shareholding

The Notification of Dealing Forms set out below are provided in accordance
with the requirements of the UK Market Abuse Regulation.

 

Notification of Dealing Forms:

 

 1.  Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                                         1.     Mark Wells

                                                                  2.     Donald McGarva

                                                                  3.     Mark Carlisle

                                                                  4.     Hans Disch
 2.  Reason for the Notification
 a)  Position/status                                              1.  Non-Executive Chairman

                                                                  2.  Chief Executive Officer

                                                                  3.  Chief Financial Officer & Chief Operations Officer

                                                                  4.  Co-Founder at 24i
 b)  Initial notification / Amendment                             Initial notification
 3.  Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor

 a)  Name                                                         Aferian plc
 b)  LEI                                                          21380068JIMBNNZJL315
 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 of the financial instrument, type of instrument  Ordinary shares of 1p each

 b)  Identification code                                          GB00B013SN63
 c)  Nature of the transaction                                    Purchase of Ordinary Shares
 d)  Price(s) and volume(s)                                       Price(s)         Volume(s)
                                                                  1.     12p       1.     208,333

                                                                  2.     12p       2.     208,333

                                                                  3.     12p       3.     145,833

                                                                  4.     12p       4.     1,458,334

 e)  Aggregated information                                       N/A

     ·      Price

     ·      Aggregated volume
 f)  Date of the transaction                                      24 July 2023
 g)  Place of the transaction                                     London Stock Exchange, AIM Market (XLON)

e)

Aggregated information

·      Price

·      Aggregated volume

N/A

 

f)

Date of the transaction

24 July 2023

g)

Place of the transaction

London Stock Exchange, AIM Market (XLON)

 

 

IMPORTANT NOTICES

THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED
STATES OF AMERICA, AUSTRALIA, CANADA, NEW ZEALAND, JAPAN, THE REPUBLIC OF
SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL ("RESTRICTED JURISDICTIONS").

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT PERSONS
WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND
DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR
BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS AND ARE: (1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA
("EEA"), QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF REGULATION (EU)
2017/1129 (THE "PROSPECTUS REGULATION"); (2) IF IN THE UNITED KINGDOM,
QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF THE PROSPECTUS REGULATION AS
IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT
2018 (THE "EUWA") WHO ALSO (A) FALL WITHIN ARTICLE 19(5) (INVESTMENT
PROFESSIONALS) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") OR (B) FALL WITHIN ARTICLE
49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.)
OF THE ORDER; AND (3) ANY OTHER PERSON TO WHOM IT MAY OTHERWISE LAWFULLY BE
COMMUNICATED; AND, IN EACH CASE, WHO HAVE BEEN INVITED TO PARTICIPATE IN THE
PLACING BY INVESTEC (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").

THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON
BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS.

THIS ANNOUNCEMENT OR ANY PART OF IT DOES NOT CONSTITUTE AN OFFER TO SELL OR
ISSUE OR A SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE FOR ANY SECURITIES IN
ANY RESTRICTED JURISDICTION AND, IN PARTICULAR IS NOT TO BE FORWARDED,
DISTRIBUTED, MAILED OR OTHERWISE TRANSMITTED IN OR INTO A RESTRICTED
JURISDICTION OR TO ANY NATIONAL RESIDENT OR CITIZEN OF A RESTRICTED
JURISDICTION OR TO ANY CORPORATION, PARTNERSHIP OR OTHER ENTITY CREATED OR
ORGANISED UNDER THE LAWS THEREOF, OR TO ANY PERSONS IN ANY OTHER COUNTRY
OUTSIDE THE UK, WHERE SUCH DISTRIBUTION, FORWARDING OR TRANSMISSION MAY LEAD
TO A BREACH OF ANY LEGAL OR REGULATORY REQUIREMENT.

THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES.
ACCORDINGLY, THE PLACING SHARES MAY NOT BE OFFERED OR SOLD DIRECTLY OR
INDIRECTLY IN, INTO OR WITHIN THE UNITED STATES EXCEPT PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS. THERE WILL BE NO PUBLIC OFFERING OF THE PLACING SHARES IN THE
UNITED STATES. THE PLACING SHARES ARE BEING OFFERED AND SOLD OUTSIDE THE
UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.

The distribution of this Announcement and/or issue or sale of the Placing
Shares in certain jurisdictions may be restricted by law. No action has been
taken by the Company, Investec or any of their respective affiliates, agents,
directors, officers or employees that would permit an offer of the Placing
Shares or possession or distribution of this Announcement or any other
offering or publicity material relating to such Placing Shares in any
jurisdiction where action for that purpose is required. Persons into whose
possession this Announcement comes are required by the Company and Investec to
inform themselves about and to observe any such restrictions.

All offers of the Placing Shares in the United Kingdom or the EEA will be made
pursuant to an exemption under the Prospectus Regulation (including, with
regards to the United Kingdom, as it forms part of domestic law in the United
Kingdom by virtue of the European Union (Withdrawal) Act 2018) from the
requirement to produce a prospectus. In the United Kingdom, this Announcement
is being directed solely at persons in circumstances in which section 21(1) of
the Financial Services and Markets Act 2000 (as amended) does not require the
approval of the relevant communication by an authorised person.

Persons (including, without limitation, nominees and trustees) who have
contractual or other legal obligations to forward a copy of this Announcement
should seek appropriate advice before taking any such action.

This Announcement may contain and the Company may make verbal statements
containing "forward-looking statements" with respect to certain of the
Company's plans and its current goals and expectations relating to its future
financial condition, performance, strategic initiatives, objectives and
results. Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan", "goal",
"believe", "seek", "may", "could", "outlook" or other words of similar
meaning. By their nature, all forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances which are
beyond the control of the Company, including amongst other things, United
Kingdom domestic and global economic business conditions, market-related risks
such as fluctuations in interest rates and exchange rates, the policies and
actions of governmental and regulatory authorities, the effect of competition,
inflation, deflation, the timing effect and other uncertainties of future
acquisitions or combinations within relevant industries, the effect of tax and
other legislation and other regulations in the jurisdictions in which the
Company and its affiliates operate, the effect of volatility in the equity,
capital and credit markets on the Company's profitability and ability to
access capital and credit, a decline in the Company's credit ratings; the
effect of operational risks; and the loss of key personnel. As a result, the
actual future financial condition, performance and results of the Company may
differ materially from the plans, goals and expectations set forth in any
forward-looking statements. Any forward-looking statements made in this
Announcement by or on behalf of the Company speak only as of the date they are
made. Except as required by applicable law or regulation, the Company
expressly disclaims any obligation or undertaking to publish any updates or
revisions to any forward-looking statements contained in this Announcement to
reflect any changes in the Company's expectations with regard thereto or any
changes in events, conditions or circumstances on which any such statement is
based.

Investec Bank plc is authorised by the Prudential Regulation Authority (the
"PRA") and regulated in the United Kingdom by the PRA and the Financial
Conduct Authority (the "FCA"). Investec Europe Limited (trading as Investec
Europe), acting as agent on behalf of Investec Bank plc in certain
jurisdictions in the EEA ("Investec Europe" and Investec Bank plc together,
"Investec") is regulated in Ireland by the Central Bank of Ireland. Investec
is acting exclusively for the Company and no one else in connection with the
Bookbuild and the Placing, and will not be responsible to anyone (including
any Placees) other than the Company for providing the protections afforded to
its clients or for providing advice in relation to the Bookbuild or the
Placing or any other matters referred to in this Announcement.

The Announcement has been issued by and is the sole responsibility of the
Company. 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 Investec or by any of its affiliates or agents as to or in
relation to, the accuracy or completeness of any information provided in 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
therefore is expressly disclaimed.

Any indication in this Announcement of the price at which Ordinary Shares have
been bought or sold in the past cannot be relied upon as a guide to future
performance. No statement in this Announcement is intended to be a profit
forecast or estimate, and no statement in this Announcement should be
interpreted to mean that earnings per share of the Company for the current or
future financial years would necessarily match or exceed the historical
published earnings per share of the Company.

This Announcement does not constitute a recommendation concerning any
investor's investment decision with respect to the Placing. The price of
shares and the income from them (if any) may go down as well as up and
investors may not get back the full amount invested on disposal of the Placing
Shares. Past performance is no guide to future performance, and persons
needing advice should consult an independent financial adviser. The contents
of this Announcement are not to be construed as legal, business, financial or
tax advice.

The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than AIM, a market operated by the
London Stock Exchange.

Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.

 

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