REG - Anemoi International - Proposed Acquisition and Conditional Placing
13/12/2021 07:00
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RNS Number : 3586V Anemoi International Ltd 13 December 2021
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13 December 2021
Anemoi International Ltd
("Anemoi" or the "Company")
Proposed Acquisition of id4 AG
Conditional Placing of 54,375,000 Ordinary Shares of $0.001 each at £0.04
per Ordinary Share
Anemoi International Ltd (LSE:AMOI) is pleased to announce that further to the
announcement of 28 July 2021, the Company has now entered into a conditional
share sale and purchase agreement (the "Acquisition Agreement") with the
shareholders of id4 AG (the "Sellers") pursuant to which Anemoi has agreed to
acquire the entire issued share capital of id4 AG ("id4") for aggregate
consideration of £5,333,333, 50% of which is payable on completion of the
Acquisition Agreement ("Completion") ("Initial Consideration") and 50% payable
on a deferred basis subject to id4 meeting certain financial targets over the
next 5 years. The consideration payable by Anemoi will be satisfied entirely
by the issue of Ordinary Shares to the Sellers at a value of £0.04 per share,
which in the case of the Initial Consideration will result in the issue of
66,666,666 Ordinary Shares to the sellers on Completion (the "Initial
Consideration Shares") (the "Acquisition").
id4 is a Software as a Service (SaaS) company operating in the fast-growing
global RegTech market which, in 2019, was valued at $5.46 billion and is
projected to increase to $28.33 billion by 2027 (source:
https://www.alliedmarketresearch.com/regtech-market
(https://www.alliedmarketresearch.com/regtech-market) ).
The Independent Non-Executive Directors of Anemoi consider the Acquisition to
represent a transformational, value enhancing transaction for shareholders.
id4 is specialised in the provision of digital Customer Lifecycle
Management ("CLM") solutions for financial and non-financial institutions,
with solutions that help institutions to on-board clients digitally in an
increasingly complex regulatory environment, whilst concurrently delivering
a client user-friendly experience.
id4's Anti Money Laundering ("AML") and Know Your Client ("KYC") software
products are specifically designed for use by small and medium sized
regulated financial intermediaries, such as brokers, IFAs, independent
asset managers, private banks, business process outsourcers, insurance
companies, law firms and trust companies.
In 2020, id4 was nominated as one of the RegTech 100 and received the Best
Compliance Solution Award. In 2021, id4 received the Most Innovative Fintech
Solution award at the WealthBriefing Swiss Awards.
Anemoi's aim is to deliver growth for its shareholders by driving increased
sales of id4's core products and by offering high value-add bespoke solutions
to its clients. The Company's focus on increasing sales will be:
· Increasing market penetration of core solutions;
· Building on the significant momentum of multi-year
development programme;
· Developing demand-driven bespoke solutions; and,
· An emphasis on the UK and Swiss financial services
markets, whilst looking at potential opportunities in other European
territories.
Anemoi is also carrying out a placing of new Ordinary Shares ("Placing
Shares") at £0.04 per share ("Placing Price") to raise £2.175 million
(before expenses) (the "Placing") which will be used to expand id4's sales and
CRM capabilities, product development and marketing projects to strengthen
id4's brand profile.
The Placing Shares have been conditionally placed by Peterhouse Capital
Limited ("Peterhouse") with institutional and other investors. The Placing
Shares subscribed for in the Placing will represent approximately 34.62% of
the Enlarged Issued Share Capital. The Placing is conditional upon
Admission of the Placing Shares occurring by 8 a.m. on 17 December 2021, or
such later time and / or date as the Company and Peterhouse may agree.
The Placing Shares and the Initial Consideration Shares will, upon issue, rank
pari passu with the Company's existing Ordinary Shares. If Admission does
not proceed, the Acquisition will not proceed, the Placing will not proceed,
and all monies paid will be refunded to applicants in the Placing.
The Company has also appointed Rémy Schimmel and Tim Donell to the Board of
the Company, conditional on Admission.
Completion of the Acquisition will constitute a Reverse Takeover under the
Listing Rules and accordingly the Company will apply for the re-admission
of its shares to the Official List and the Main Market of the London Stock
Exchange. The Company's shares remain suspended from trading pending the
publication of a prospectus prepared in accordance with the Prospectus
Regulation Rules of the FCA and approved by the FCA, or an announcement that
the Acquisition is not proceeding. The Company has prepared a
prospectus setting out further information on the Acquisition, the Placing and
Admission and the Enlarged Group. The Prospectus will be available at the
Company's website: https://anemoi-international.com/
(https://anemoi-international.com/) as soon as practicable following its
publication and a further announcement will be made in due course.
id4 Co-Founders Sebastien Lalande and Emmanuel Nay, said: "The proposed
Acquisition by Anemoi is a major milestone for id4, and we are grateful to
investors for backing us. We have spent the past four years building id4 into
an innovative and disruptive player in the RegTech market and look forward to
transforming id4 into a best-in-class company.
"The fundraising will enable id4 to build on the significant momentum achieved
so far. There are many opportunities to capture more market share through
increased sales of our core products to increasingly regulated and burdened
financial institutions."
Duncan Soukup, Executive Chairman, said: "The Company is in a robust financial
position with a healthy balance sheet and growing revenues. id4 has
substantial IP and a flexible modular, no-code platform, which create strong
barriers to entry. Management's significant equity position also fully aligns
them with the Company's shareholders, and we look forward to capitalising on
the substantial opportunities for id4's products and services in the future."
Anemoi International Ltd
Duncan Soukup +33 676 84 50 51
Remy Schimmel +41 79 513 87 38
Peterhouse (Broker) +44 207 220 9791
Charles Goodfellow
Yellow Jersey PR anemoi@yellowjerseypr.com (mailto:anemoi@yellowjerseypr.com)
Charles Goodwin +44 7747 788 221
Tom Randell
Matthew McHale
LEI: 213800MIKNEVN81JIR76
This announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) No 596/2014 ("MAR") as it forms part of UK
domestic law by virtue of the European Union (Withdrawal) Act 2018, as
amended. Upon the publication of this announcement via Regulatory
Information Service, this inside information is now considered to be in the
public domain.
DISCLAIMER
Peterhouse, which is authorised and regulated in the United Kingdom by the
Financial Conduct Authority, is acting as broker to the Company in relation to
the Placing. Persons receiving this announcement should note that Peterhouse
will not be responsible to anyone other than the Company for providing the
protections afforded to its clients or for advising any other person on the
arrangements described in this announcement. Peterhouse has not authorised the
contents of, or any part of, this announcement and no liability whatsoever is
accepted by it for the accuracy of any information or opinion contained in
this announcement or for the omission of any information.
IMPORTANT NOTICES
This announcement includes statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "plans", "anticipates", "targets", "aims",
"continues", "expects", "intends", "hopes", "may", "will", "would", "could" or
"should" or, in each case, their negative or other variations or comparable
terminology. These forward-looking statements include matters that are not
facts. They appear in a number of places throughout this announcement and
include statements regarding the Directors' beliefs or current expectations
concerning, amongst other things, the amount of capital which will be returned
by the Company and the taxation of such amounts in the hands of Shareholders.
By their nature, forward-looking statements involve risk and uncertainty
because they relate to future events and circumstances. Investors should not
place undue reliance on forward-looking statements, which speak only as of the
date of this announcement.
The information given in this announcement and the forward-looking statements
speak only as at the date of this announcement. The Company, Peterhouse and
their respective affiliates expressly disclaim any obligation or undertaking
to update, review or revise any forward-looking statement contained in this
announcement to reflect actual results or any change in the assumptions,
conditions or circumstances on which any such statements are based unless
required to do so by the Financial Services and Markets Act 2000, the Listing
Rules, the Prospectus Regulation Rules or other applicable laws, regulations
or rules.
The Existing Ordinary Shares and the New Ordinary Shares have not, nor will
they be, registered under the US Securities Act of 1933, as amended (the "US
Securities Act") or with any securities regulatory authority of any state or
other jurisdiction of the United States or under the applicable securities
laws of Australia, Canada, Japan or the Republic of South Africa. The Existing
Ordinary Shares and the New Ordinary Shares to be issued by the Company may
not be offered or sold directly or indirectly in or into the United States
unless registered under the US Securities Act or offered in a transaction
exempt from or not subject to the registration requirements of the US
Securities Act or subject to certain exceptions, into Australia, Canada, Japan
or the Republic of South Africa or to, or for the account or benefit of, any
national, resident or citizen of Australia, Canada, Japan or the Republic of
South Africa. The Company has not been, and will not be, registered under the
US Investment Company Act of 1940, as amended.
The distribution of this announcement may be restricted by law in certain
jurisdictions and persons into whose possession any document or other
information referred to herein comes should inform themselves about and
observe any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.
The value of shares and the income from them is not guaranteed and can fall as
well as rise due to stock market and currency movements. When you sell your
investment you may get back less than you originally invested. All of the
value of an investor's investment in the Company will be at risk. Past
performance is not a guide to future performance and the information in this
circular or any documents relating to the matters described in it cannot be
relied upon as a guide to future performance. Persons needing advice should
contact a professional adviser.
DEFINITIONS
Acquisition the proposed acquisition by the Company of the entire issued share
capital of id4 pursuant to the terms of the Acquisition Agreement;
Acquisition Agreement means the conditional agreement dated 10 December made between the Company and
the Sellers relating to the Acquisition;
Admission means the re-admission of the Existing Ordinary Shares and the admission of
the New Ordinary Shares to the Official List by way of a Standard Listing and
to trading on the London Stock Exchange's Main Market for listed securities;
Company means Anemoi International Ltd, a company incorporated in the British Virgin
Islands whose registered office address is at Folio Chambers, PO Box 800, Road
Town, Tortola, BVI;
Completion means completion of the Acquisition;
Consideration Shares means the Initial Consideration Shares and the Deferred Consideration
Shares;
Deferred Consideration Shares means 66,666,667 new Ordinary Shares to be issued and allotted to the
Sellers pursuant to the terms of the Acquisition Agreement conditional on
certain events;
Directors, Board or Board of Directors means the current directors of the Company or the board of directors from time
to time of the Company, as the context requires, and "Director" is to be
construed accordingly;
Enlarged Group means the Company and id4;
Enlarged Issued Share Capital means the share capital of the Company immediately following the issue of
the New Ordinary Shares;
Existing Ordinary Shares means the 35,999,999 Ordinary Shares of $0.001 each in issue as at the date
of this Document;
FCA means the UK Financial Conduct Authority;
FSMA means the UK Financial Services and Markets Act 2000, as amended;
£, pounds sterling or GBP means British pounds sterling;
id4 means id4 AG;
Initial Consideration Shares means the 66,666,666 new Ordinary Shares to be issued to the Sellers at the
Placing Price on as part of the initial consideration for the Acquisition;
Listing Rules means the listing rules made by the FCA under section 73A of FSMA as amended
from time to time;
London Stock Exchange means London Stock Exchange plc;
Main Market means the main market for listed securities of the London Stock Exchange;
Market Abuse Regulation or MAR the UK version of the EU Market Abuse Regulation (2014/596/EU) (incorporated
into UK law by virtue of the EUWA) and the relevant provisions of the EU
Market Abuse Regulation (2014/596/EU);
New Ordinary Shares means the Placing Shares and the Initial Consideration Shares;
Official List means the official list maintained by the FCA;
Ordinary Shares means the ordinary shares of $0.001 each in the capital of the Company
including, if the context requires, the New Ordinary Shares;
Placee any person that has conditionally agreed to subscribe for Placing Shares in
the Placing;
Peterhouse means Peterhouse Capital Limited, the Company's placing agent and adviser for
the purposes of the Placing;
Placing means the proposed placing of the New Ordinary Shares by the Company at the
Placing Price, conditional inter alia on Admission;
Placing Price means £0.04 per New Ordinary Share;
Placing Shares means the 54,375,000 new Ordinary Shares proposed to be issued and allotted
pursuant to the Placing;
Prospectus means the prospectus relating to the Acquisition, the Placing, Admission and
the Enlarged Group;
Prospectus Regulation Rules the Prospectus Regulation Rules made by the FCA under Part VI of the FSMA;
Regulated Activities Order the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001
(as amended)
Restricted Jurisdiction means the United States, Canada, Japan, Australia and the Republic of South
Africa;
Reverse Takeover means a reverse takeover as defined in the Listing Rules;
SEC means the U.S. Securities and Exchange Commission;
Securities Act means the U.S. Securities Act of 1933, as amended;
Sellers means Apeiron Holdings (BVI) Limited, Sebastien Lalande and Emmanuel Nay being
the sellers of the entire share capital of id4 pursuant to the
Acquisition Agreement;
Shareholders means the holders of Ordinary Shares;
Standard Listing means a standard listing under Chapter 14 of the Listing Rules;
UK Relevant Persons persons who (if they are in the UK) are (i) persons having professional
experience in matters relating to investments falling within the definition of
'investment professionals' in Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or
(ii) persons who are high net worth bodies corporate, unincorporated
associations and partnerships and the trustees of high value trusts, as
described in Article 49(2)(a) to (d) of the Order; or (iii) persons to
whom it may otherwise be lawful to distribute;
United Kingdom or U.K. means the United Kingdom of Great Britain and Northern Ireland;
United States or U.S. means the United States of America; and
USD or $ US dollars, the lawful currency of the United States of America.
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