REG - Fonix Mobile PLC - Proposed Secondary Placing of Existing Shares

Fonix MobileAnnouncement

18/04/2024 17:00

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RNS Number : 2247L  Fonix Mobile PLC  18 April 2024

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO
DO SO.

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL 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 FONIX MOBILE 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
RESPECT OF FONIX MOBILE PLC. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF
THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"), AND IS
DISCLOSED IN ACCORDANCE WITH THE COMPANY'S OBLIGATIONS UNDER ARTICLE 17 OF
MAR. IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT
OF CERTAIN MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT
CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY MAR.
UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE
TO BE IN POSSESSION OF INSIDE INFORMATION.

Fonix Mobile PLC

("Fonix", or the "Company")

Proposed Secondary Placing of not less than 4,444,444 Existing Ordinary Shares
in the Company

 

Fonix Mobile plc (AIM:FNX), the mobile payments and messaging company,
announces that it has been informed by certain Directors, shareholders and
employees of the Company of their intention to sell, in aggregate, not less
than 4,444,444 ordinary shares of 0.01 pence each ("Ordinary Shares") in the
capital of Company (the "Placing Shares") at a price of 225 pence per Placing
Share (the "Placing") in order to satisfy strong institutional demand.

Each of Ganton Limited (an investment vehicle of William Neale, Founder and
Non-Executive Director), Robert Weisz (Chief Executive Officer) and
Starnevesse Limited (an investment vehicle of Richard Thompson), who together
as the selling shareholders (the "Selling Shareholders") intend to participate
in the Placing.

Following a series of meetings with both new and existing institutional
investors, it became apparent that demand for the Ordinary Shares was in
excess of those readily available for sale. The Selling Shareholders recognise
the strategic importance of a strong and supportive institutional shareholder
base, and have therefore decided to release a portion of their own holdings in
order to help satisfy this demand.

Further to the above, an independent committee of the board (being the
directors of the Company other than William Neale and Robert Weisz, the
"Independent Directors") has indicated a possible interest on the Company's
part to make on market purchases in the Placing of up to 1,000,000 Placing
Shares under the Company's existing buyback authority granted at the Company's
Annual General Meeting held on 14 November 2023 (the "Buyback"). Given the
Company has limited opportunity to deploy some of the Company's excess capital
through a buyback without triggering the need for a Whitewash under the
Takeover Code, given the Concert Party (as defined in the Company's Admission
Document) holds more than 30% of the issued share capital, the Company has
indicated that it intends to participate in the Placing. For the avoidance of
doubt, the shareholding of the Concert Party will not increase as a result of
either the Placing or the Buyback. Cavendish Capital Markets Limited
("Cavendish") is acting as sole bookrunner ("Bookrunner") in relation to the
Placing.

The sale of the Placing Shares will be effected by way of an accelerated
bookbuild to institutional investors which will be launched immediately
following this announcement (the "Bookbuild"). Cavendish will determine the
amount of Placing Shares each of the Selling Shareholders will sell as part of
the Placing.

Any participation by the Company in the Placing would fall to be a related
party transaction for the purpose of Rule 13 of the AIM Rules for Companies.
The Independent Directors, having consulted with Cavendish, the Company's
Nominated Adviser, consider the terms of this transaction to be fair and
reasonable insofar as the Company's shareholders are concerned. A further
announcement will be made if and when appropriate.

A further announcement noting the number of Placing Shares sold by and
subsequent holdings of the Selling Shareholders some of whom are also
Directors or PDMRs of the Company will be made following completion of the
Bookbuild.

The timing for the close of the Bookbuild and the distribution of allocations
will be at the absolute discretion of Cavendish.

 

Enquiries:

 

 Fonix Mobile                                                                                                                                                          +44 (0)20 8114 7000
 plc
 Rob Weisz, Chief Executive Officer
 Michael Foulkes, Chief Financial Officer
 Cavendish Capital Markets Limited (Nominated Adviser, Broker and Sole                                                                                                 +44 (0)20 7220 0500
 Bookrunner)
 Jonny Franklin-Adams / Seamus Fricker / Hamish Waller (Corporate Finance)
 Sunila de Silva (ECM)

 

Notes to editors

Founded in 2006, Fonix provides mobile payments and messaging services for
clients across media, telecoms, entertainment, enterprise and commerce.

When consumers make payments, they are charged to their mobile phone bill.
This service can be used for ticketing, content, cash deposits and donations.
Fonix's service works by charging digital payments to the mobile phone bill,
either via carrier billing or SMS billing. Fonix also offers messaging
solutions.

Based in London, Fonix is a fast growth business driven by blue chip clients
such as ITV, Bauer Media, RTÉ, Global Media, Comic Relief and Children in
Need to name a few.

Important Notice:

MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.
THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT RELATES ARE ONLY
ADDRESSED TO AND DIRECTED AT (1) IN THE UNITED KINGDOM OR ANY MEMBER STATE OF
THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE
MEANING OF ARTICLE 2(e) OF EU REGULATION (EU) 2017/1129 AND ANY RELEVANT
IMPLEMENTING MEASURES (THE "PROSPECTUS REGULATION"); AND (2) IN THE UNITED
KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER");
OR (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER OR (III) ARE PERSONS
TO WHOM AN OFFER OF THE PLACING SHARES MAY OTHERWISE LAWFULLY BE MADE (ALL
SUCH PERSONS REFERRED TO IN (1) AND, (2) TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS"). THE INFORMATION REGARDING THE PLACING SET OUT IN THIS
ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT
PERSONS. 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 and the information contained herein is for information
purposes only and does not constitute or form part of any offer or an
invitation to acquire or dispose of securities in the United States, Canada,
Australia, South Africa or Japan or in any jurisdiction in which such an offer
or invitation is unlawful.

The Placing Shares have not been, and will not be, registered under the US
Securities Act of 1933, as amended (the "Securities Act"), or under the
securities laws of any State or other jurisdiction of the United States, and,
absent registration, may not be offered or sold in the United States (as
defined in Regulation S under the Securities Act) except pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and the securities laws of any relevant
State or other jurisdiction of the United States. There will be no public
offering of the Placing Shares in the United States or elsewhere.

The Placing Shares have not been approved or disapproved by the US Securities
and Exchange Commission, any state securities commission or other regulatory
authority in the United States, nor have any of the foregoing authorities
passed upon or endorsed the merits of the Placing or the accuracy or adequacy
of this announcement. Any representation to the contrary is a criminal offence
in the United States.

No prospectus, admission document or offering document has been or will be
prepared in connection with the Placing. Any investment decision to buy
securities in the Placing must be made solely on the basis of publicly
available information. Such information is not the responsibility of and has
not been independently verified by the Selling Shareholders, Cavendish or any
of their respective affiliates.

Neither this announcement nor any copy of it may be taken, transmitted or
distributed, directly or indirectly, in or into or from the United States
(including its territories and possessions, any State of the United States and
the District of Columbia), Australia, Canada, the Republic of South Africa or
Japan. Any failure to comply with this restriction may constitute a violation
of US, Australian, Canadian, South African or Japanese securities laws.

The distribution of this announcement and the offering or sale of the Placing
Shares in certain jurisdictions may be restricted by law. No action has been
taken by the Selling Shareholders, Cavendish or any of their respective
affiliates that would, or which is intended to, permit a public offer of the
Placing Shares in any jurisdiction, or possession or distribution of this
announcement or any other offering or publicity material relating to the
Placing Shares, in any jurisdiction where action for that purpose is required.
Persons into whose possession this announcement comes are required by the
Selling Shareholders and Cavendish to inform themselves about and to observe
any applicable restrictions.

No reliance may be placed, for any purposes whatsoever, on the information
contained in this announcement or on its completeness and this announcement
should not be considered a recommendation by the Company, the Selling
Shareholders, Cavendish or any of their respective affiliates in relation to
any purchase of or subscription for securities of the Company. No
representation or warranty, express or implied, is given by or on behalf of
the Company, the Selling Shareholders, Cavendish or any of their respective
directors, partners, officers, employees, advisers or any other persons as to
the accuracy, fairness or sufficiency of the information or opinions contained
in this announcement and none of the information contained in this
announcement has been independently verified.  Save in the case of fraud, no
liability is accepted for any errors, omissions or inaccuracies in such
information or opinions.

Cavendish, which is authorised and regulated by the Financial Conduct
Authority in the United Kingdom, is acting only for the Selling Shareholders
in connection with the Placing and will not be responsible to anyone other
than the Selling Shareholders for providing the protections offered to the
clients of Cavendish, nor for providing advice in relation to the Placing or
any matters referred to in this announcement, and apart from the
responsibilities and liabilities (if any) imposed on Cavendish by the
Financial Services and Markets Act 2000, any liability therefore is expressly
disclaimed. Any other person in receipt of this announcement should seek their
own independent legal, investment and tax advice as they see fit.

References to time in this announcement are to London time, unless otherwise
stated. All times and dates in this announcement may be subject to amendment.

Certain statements in this announcement are, or may be deemed to be,
forward-looking statements. By their nature, forward-looking statements
involve a number of risks, uncertainties and assumptions that could cause
actual results or events to differ materially from those expressed or implied
by the forward-looking statements. These risks, uncertainties and assumptions
could adversely affect the outcome and financial consequences of the plans and
events described herein. No one undertakes any obligation to publicly update
or revise any forward-looking statement, whether as a result of new
information, future events or otherwise. Readers should not place any undue
reliance on forward-looking statements which speak only as of the date of this
announcement. Statements contained in this announcement regarding past trends
or events should not be taken as representation that such trends or events
will continue in the future.

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.

Information to Distributors

Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process, which has determined that the
Placing Shares are: (i) compatible with an end target market of (a) retail
investors, (b) investors who meet the criteria of professional clients and (c)
eligible counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and 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, Cavendish 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 MiFID
II; 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.

 

 

 

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