REG - Anemoi International - Publication of Prospectus and Allotment of Shares

Anemoi InternationalAnnouncement

13/12/2021 12:20

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RNS Number : 4582V  Anemoi International Ltd  13 December 2021

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO
THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, ANY
MEMBER STATE OF THE EEA (OTHER THAN THE UNITED KINGDOM) OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS
OF THAT JURISDICTION

 

 

Anemoi International Ltd

("Anemoi" or the "Company")

 

Publication of Prospectus

Allotment of Shares

 

PUBLICATION OF PROSPECTUS

 

Anemoi International Ltd (LSE:AMOI) is pleased to announce that, further to
its announcement earlier today relating to its Acquisition of id4 AG and
Placing, its Prospectus dated 13 December 2021 has been approved by the FCA
and has been published today.

 

The Prospectus and an electronic copy of the Prospectus has been made
available on the Company's website
(https://www.anemoi-international.com/investor-relations/). The Prospectus
will also be available for inspection at the National Storage Mechanism
website:

(https://data.fca.org.uk/#/nsm/nationalstoragemechanism).

 

Terms used in this announcement shall, unless the context otherwise requires,
be as defined in the announcement published by the Company on 13 December 2021
in relation to the Acquisition of id4 AG and the Placing‎.

 

ALLOTMENT OF SHARES

 

The Company also confirms that it has today allotted the 66,666,666 Initial
Consideration Shares and the 54,375,000 Placing Shares ("New Ordinary
Shares"), conditionally on 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 ("Admission") at the issue price of £0.04 per
New Ordinary Share.

 

Applications are being made to the FCA and to the London Stock Exchange for
the re-admission of the Existing Ordinary Shares and for 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.

 

It is expected that Admission will become effective at or around 8.00 a.m. on
17 December 2021 and that dealings in the New Ordinary Shares will commence at
that time and that and trading in the Existing Ordinary Shares will resume at
that time.

 

The New Ordinary Shares will, when issued, be credited as fully paid and will
rank pari passu in all respects with the Existing Ordinary Shares of the
Company and will on issue be free of all claims, liens, charges, encumbrances
and equities.

 

The Company confirms that with effect from Admission, the Company's issued
share capital will comprise 157,041,665 ordinary shares of US$0.001 each, with
each share carrying the right to one vote. The Company does not hold any
ordinary shares in treasury.

 

The above figure of 157,041,665 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 of a change to their interest in the Company
under the FCA's Disclosure and Transparency Rules.

 Anemoi International Ltd             +33 676 84 50 51

 Duncan Soukup                        +41 97513 87 38

 Remy Schimmel

 Peterhouse Capital Limited (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 Capital Limited ("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.

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