Result of ABB & Temporary Suspension of Trading
15/06/2022 07:00
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RNS Number : 8985O Immediate Acquisition PLC 15 June 2022
This announcement is for information purposes only and does not constitute or
contain any invitation, solicitation, recommendation, offer or advice to any
person to subscribe for, otherwise acquire or dispose of any securities in
Immediate Acquisition Plc or any other entity in any jurisdiction. Neither
this announcement nor the fact of its distribution shall form the basis of, or
be relied on in connection with, any investment decision in Immediate
Acquisition Plc.
The information contained within this announcement is deemed by the Company to
constitute inside information stipulated under the Market Abuse Regulation
(EU) No. 596/2014 which forms part of English law by virtue of the European
Union (Withdrawal) Act 2018, as amended. Upon the publication of this
announcement via the Regulatory Information Service, this inside information
is now considered to be in the public domain.
15 June 2022
Immediate Acquisition Plc
("IME" or "the Group" or "the Company")
Result of Accelerated Book Build and Temporary Suspension of Trading
The Directors of Immediate Acquisition Plc (AIM: IME) are pleased to announce
the results of the placing (the "Placing") announced yesterday, 14 June 2022,
and provide an update on the proposed acquisition of Fiinu Holdings Limited
("Fiinu") (the "Proposed Acquisition").
A total of 40,050,000 new ordinary shares of 10 pence nominal value each in
the capital of the Company (the "Placing Shares") were conditionally placed
with institutional and other investors at a price of 20 pence per Placing
Share (the "Placing Price"), raising gross proceeds of £8,010,000.
Director Participation in the Placing and Related Party Transaction
Mark Horrocks, a non-executive Director of IME, and his family interests have
subscribed for a total of 17,500,000 Placing Shares.
Mark Horrocks' participation in the Placing, as described above, is a related
party transaction for the purposes of the AIM Rules. The Company's independent
directors, being Tim Hipperson and Simon Leathers, having consulted with the
Company's nominated adviser SPARK Advisory Partners Limited, consider that the
terms of Mr Horrocks' participation in the Placing are fair and reasonable
insofar as the Company's shareholders are concerned.
The Placing is subject, amongst other things, to shareholder approval in
general meeting. Application will be made for the Placing Shares to be
admitted to trading on AIM ("Admission"). It is expected that Admission will
take place on or around 8.00 a.m. on 8 July 2022. The Placing Shares will
rank pari passu with the existing ordinary shares.
Suspension of Trading in the Company's ordinary shares on AIM
As previously announced, the Proposed Acquisition will constitute a reverse
takeover under the AIM Rules for Companies and is subject to shareholder
approval in general meeting. Therefore, the Company's AIM securities will be
suspended from trading on AIM with effect from 7.30 a.m. this morning, in
accordance with the guidance note to AIM Rule 14, and will remain suspended
until the Company has published an admission document in respect of the
proposed enlarged entity.
A further announcement on this process will be made later today.
For further information please contact:
Immediate Acquisition Plc Tel: +44 (0) 203 515 0233
Tim Hipperson, Non-executive Chairman
Simon Leathers, Non-executive Director
SPARK Advisory Partners Limited (Nomad) Tel: +44 (0) 203 368 3550
Mark Brady
Neil Baldwin
SP Angel Corporate Finance LLP (Broker) Tel: +44 (0) 207 470 0470
Abigail Wayne
Matthew Johnson
Buchanan Communications Tel: +44 (0) 207 466 5000
Chris Lane / Kim van Beeck
Forward Looking Statements
Certain statements made in this announcement are forward-looking statements.
These forward-looking statements are not historical facts but rather are based
on the Company's current expectations, estimates, and projections about its
industry; its beliefs; and assumptions. Words such as 'anticipates,'
'expects,' 'intends,' 'plans,' 'believes,' 'seeks,' 'estimates,' and similar
expressions are intended to identify forward-looking statements. These
statements are not guarantees of future performance and are subject to known
and unknown risks, uncertainties, and other factors, some of which are beyond
the Company's control, are difficult to predict, and could cause actual
results to differ materially from those expressed or forecasted in the
forward-looking statements. The Company cautions shareholders and prospective
shareholder holders not to place undue reliance on these forward-looking
statements, which reflect the view of the Company only as of the date of this
announcement. The forward-looking statements made in this announcement relate
only to events as of the date on which the statements are made. The Company
will not undertake any obligation to release publicly any revisions or updates
to these forward-looking statements to reflect events, circumstances, or
unanticipated events occurring after the date of this announcement except as
required by law or by any appropriate regulatory authority.
Important notices
The distribution of this Announcement and any other documentation associated
with the Placing into jurisdictions other than the United Kingdom may be
restricted by law. Persons into whose possession these documents come should
inform themselves about and observe any such restrictions. Any failure to
comply with these restrictions may constitute a violation of the securities
laws or regulations of any such jurisdiction. In particular, such documents
should not be distributed, forwarded to or transmitted, directly or
indirectly, in whole or in part, in, into or from the United States,
Australia, Canada, Japan or the Republic of South Africa or any other
jurisdiction where to do so may constitute a violation of the securities laws
or regulations of any such jurisdiction (each a "Restricted Jurisdiction").
The Placing Shares have not been and will not be registered under the US
Securities Act 1933 (as amended) (the "US Securities Act") or with any
securities regulatory authority of any state or other jurisdiction of the
United States and, accordingly, may not be offered, sold, resold, taken up,
transferred, delivered or distributed, directly or indirectly, within the
United States except in reliance on an exemption from the registration
requirements of the US Securities Act and in compliance with any applicable
securities laws of any state or other jurisdiction of the United States.
There will be no public offer of the Placing Shares in the United States.
The Placing Shares are being offered and sold outside the US in reliance on
Regulation S under the US Securities Act. The New Ordinary Shares (as
defined in the announcement of the Company dated 14 June 2022) have not been
approved or disapproved by the US Securities and Exchange Commission, any
state securities commission in the US or any other US regulatory authority,
nor have any of the foregoing authorities passed upon or endorsed the merits
of the offering of the Placing Shares or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal offence in
the US.
The Placing Shares have not been and will not be registered under the relevant
laws of any state, province or territory of any Restricted Jurisdiction and
may not be offered, sold, resold, taken up, transferred, delivered or
distributed, directly or indirectly, within any Restricted Jurisdiction except
pursuant to an applicable exemption from registration requirements. There
will be no public offer of New Ordinary Shares in Australia, Canada, Japan, or
the Republic of South Africa.
This Announcement is for information purposes only and does not constitute or
form part of any offer to issue or sell, or the solicitation of an offer to
acquire, purchase or subscribe for, any securities in any jurisdiction and
should not be relied upon in connection with any decision to subscribe for or
acquire any of the Placing Shares. In particular, this Announcement does not
constitute or form part of any offer to issue or sell, or the solicitation of
an offer to acquire, purchase or subscribe for, any securities in the United
States.
This Announcement has been issued by, and is the sole responsibility of, the
Company. No person has been authorised to give any information or to make
any representations other than those contained in this Announcement and, if
given or made, such information or representations must not be relied on as
having been authorised by the Company or SPARK or SP Angel. Subject to the
AIM Rules for Companies, the issue of this Announcement shall not, in any
circumstances, create any implication that there has been no change in the
affairs of the Company since the date of this Announcement or that the
information contained in it is correct at any subsequent date.
SPARK Advisory Partners Limited ("SPARK") which is authorised and regulated in
the UK by the Financial Conduct Authority ("FCA"), is acting as nominated
adviser to the Company. SPARK will not be acting for or otherwise be
responsible to any person (including a recipient of this Announcement) other
than the Company for providing the protections afforded to its customers or
for advising any other person on the contents of any part of this Announcement
or otherwise in respect of the Proposed Acquisition, Placing or Admission or
any transaction, matter or engagement referred to in this Announcement. The
responsibilities of SPARK, as the Company's nominated adviser under the AIM
Rules, are owed solely to London Stock Exchange plc and are not owed to the
Company or any Existing Director, Proposed Director or Shareholder or to any
other person. In respect of any decision to acquire Ordinary Shares in
reliance on any part of this Announcement or otherwise, SPARK is not making
any representation or warranty, express or implied, as to the contents of this
Announcement.
SP Angel Corporate Finance LLP ("SP Angel"), which is authorised and regulated
in the UK by the FCA and is a member of the London Stock Exchange, is acting
as broker to the Company. SP Angel will not be responsible to any person other
than the Company for providing the protections afforded to its customers or
for advising any other person on the contents of any part of this Announcement
or otherwise in respect of the Proposed Acquisition, Placing or Admission or
any transaction, matter or engagement referred to in this Announcement. The
responsibilities of SP Angel as the Company's broker under the AIM Rules are
owed solely to London Stock Exchange plc and are not owed to the Company or
any Existing Director, Proposed Director or Shareholder or to any other
person. In respect of any decision to acquire Ordinary Shares in reliance on
any part of this Announcement or otherwise, SP Angel is not making any
representation or warranty, express or implied, as to the contents of this
Announcement.
Apart from the responsibilities and liabilities, if any, which may be imposed
on SPARK or SP Angel by the Financial Services and Markets Act 2000, as
amended or the regulatory regime established thereunder, neither SPARK nor SP
Angel accepts any responsibility whatsoever for the contents of this
Announcement, and makes no representation or warranty, express or implied, for
the contents of this Announcement, including its accuracy, completeness or
verification, or for any other statement made or purported to be made by it,
or on its behalf, in connection with the Company or the Placing Shares or the
Placing, and nothing in this Announcement is or shall be relied upon as, a
promise or representation in this respect whether as to the past or future.
SPARK and SP Angel accordingly disclaim to the fullest extent permitted by law
all and any liability whether arising in tort, contract or otherwise (save as
referred to above) which it might otherwise have in respect of this
Announcement or any such statement.
No statement in this Announcement is intended to be a profit forecast or
profit estimate for any period and no statement in this Announcement should be
interpreted to mean that earnings or earnings per share of the Company for the
current or future financial years would necessarily match or exceed the
historical published earnings or earnings per share of the Company.
This Announcement may include 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", "projects", "anticipates", "expects",
"intends", "may", "will", or "should" or, in each case, their negative or
other variations or comparable terminology. These forward-looking statements
include matters that are not historical facts. They appear in a number of
places throughout this Announcement and include statements regarding the
Directors' current intentions, beliefs or expectations concerning, among other
things, the Company's results of operations, financial condition, liquidity,
prospects, growth, strategies and the Company's markets. By their nature,
forward-looking statements involve risk and uncertainty because they relate to
future events and circumstances. Actual results and developments could
differ materially from those expressed or implied by the forward-looking
statements. Forward-looking statements may and often do differ materially
from actual results. Any forward-looking statements in this Announcement are
based on certain factors and assumptions, including the Directors' current
view with respect to future events and are subject to risks relating to future
events and other risks, uncertainties and assumptions relating to the
Company's operations, results of operations, growth strategy and liquidity.
Whilst the Directors consider these assumptions to be reasonable based upon
information currently available, they may prove to be incorrect. Save as
required by applicable law or by the AIM Rules for Companies, the Company
undertakes no obligation to release publicly the results of any revisions to
any forward-looking statements in this Announcement that may occur due to any
change in the Directors' expectations or to reflect events or circumstances
after the date of this Announcement.
Information to Distributors
UK product governance
Solely for the purposes of the product governance requirements contained
within of Chapter 3 of the FCA Handbook Production Intervention and Product
Governance Sourcebook (the "UK Product Governance Requirements"), and
disclaiming all and any liability, whether arising in tort, contract or
otherwise, which any "manufacturer" (for the purposes of the UK Product
Governance Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has determined
that such securities are: (i) compatible with an end target market of
investors who meet the criteria of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each as defined
in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii)
eligible for distribution through all distribution channels (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
distributors (for the purposes of UK Product Governance Requirements) should
note that: (a) the price of the Placing Shares may decline and investors could
lose all or part of their investment; (b) the Placing Shares offer no
guaranteed income and no capital protection; and (c) an investment in the
Placing Shares is compatible only with investors who do not need a guaranteed
income or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources to be able
to bear any losses that may result therefrom. The Target Market Assessment
is without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing. Furthermore, it
is noted that, notwithstanding the Target Market Assessment, SP Angel will
only procure investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business
Sourcebook; or (b) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with respect to
the Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
Neither the content of the Company's website nor any website accessible by
hyperlinks to the Company's website is incorporated in, or forms part of, this
Announcement.
Certain figures contained in this Announcement, including financial
information, have been subject to rounding adjustments. Accordingly, in
certain instances, the sum or percentage change of the numbers contained in
this Announcement may not conform exactly with the total figure given.
All references to time in this Announcement are to London time, unless
otherwise stated.
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