REG-Simian Global Plc: Update on Acquisition

Grand Vision Media HoldingsAnnouncement

07/06/2018 14:05

07 June 2018

SIMIAN GLOBAL PLC

(“Simian” or the “Company”)

Update on Acquisition

The directors of Simian are delighted to announce that further to previous
announcements with regards to the proposed acquisition (the “Acquisition”)
of GVC Holdings Limited (“GVCHL”), a prospectus containing further details
of the Acquisition, a placing to raise up to £1.01m, admission of the
Company’s shares to the Official List (by way of Standard Listing) (the
“Admission”) and proposed change of name has been approval by the
Financial Conduct Authority (“FCA”).  The prospectus is available on the
Company's current website, http://www.simianglobal.com, and from its
registered address at Finsgate, 5-7 Cranwood Street, London, EC1V 9EE.  A
copy of the prospectus has also been submitted to the National Storage
Mechanism.

The Company announced on 17 February 2018 that it had conditionally agreed to
acquire the entire issued share capital of GVCHL, the consideration for which
is an aggregate value of the Pound Sterling equivalent of approximately $16
million to be satisfied by the issue and allotment of Ordinary Shares in
Simian. The acquisition is conditional, inter alia, upon Admission and should
it complete, the enlarged group will become engaged in business that (a)
provides 3D digital panels that do not require glasses to be installed within
cinema complexes, offering advertisers access to the growing number of
cinemagoers in China, and (b) develops and manages out-of-home media networks
and provides integrated marketing services.

The purpose of the prospectus, which has been posted to shareholders of
Simian, is to explain the background to and reasons for the Acquisition, which
is in line with the Company’s strategy. The Acquisition, if completed, will
constitute a Reverse Takeover under the Listing Rules because of the size of
GVCHL in relation to that of the Company and the fact that it will give rise
to a fundamental change to the business, board composition and voting control
of the Company resulting in the Company becoming an operating company. The
Company indicated in its Original Prospectus that it would seek shareholder
approval for a Reverse Takeover despite this not being a specific requirement
of the Listing Rules.

Shareholder approval is also required under the Takeover Code to approve a
Waiver of Rule 9 of the City Code on Takeovers and Mergers (“the Code
Waiver”). This is explained in detail in the prospectus.

Accordingly, a General Meeting of the Company is being convened at which
resolutions will be proposed, inter alia, to approve the Acquisition, the
issue and allotment of the consideration shares, the placing shares and
success fee shares, the issue and allotment of option shares, the Code Waiver
and the change of the Company’s name. The Resolutions are set out in full in
the notice of General Meeting which has been dispatched to all shareholders.
An electronic copy of the notice is also available on the Company's website
http://simianglobal.com/investor-relations/circular-to-shareholders/.

The General Meeting will be held at 11.00 a.m. on 18 June 2018 at Finsgate,
5-7 Cranwood Street, London, EC1V 9EE.

For more information:

 Simian Global Plc              www.simianglobal.com                                
 Edward Kwan-Mang Ng, Director  Tel: +44 (0) 20 7866 2145 or info@simianglobal.com  

   

 Alfred Henry Corporate Finance Ltd                                                        
 Jon Isaacs or Nick Michaels         Tel: +44 (0) 20 3772 0021 or jisaacs@alfredhenry.com  



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