REG - Maintel Holdings PLC - Proposed Acquisition and Placing <Origin Href="QuoteRef">MAIH.L</Origin> - Part 3
08/04/2016 07:06
- Part 3: For the preceding part double click ID:nRSH5706Ub
the Company, finnCap or
Oakley in any jurisdiction in which the relevant Placee is incorporated or in
which any of its securities have a quotation on a recognised stock exchange.
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) agrees to indemnify and hold the Company, and finnCap and
Oakley and each of their respective affiliates, agents, directors, officers
and employees harmless from any and all costs, claims, liabilities and
expenses (including legal fees and expenses) arising out of or in connection
with any breach of the representations, warranties, acknowledgements,
agreements and undertakings given by the Placee (and any person acting on such
Placee's behalf) in this Appendix or incurred by the Company, and finnCap and
Oakley and each of their respective affiliates, agents, directors, officers
and employees arising from the performance of the Placee's obligations as set
out in this Appendix, and further agrees that the provisions of this Appendix
shall survive after completion of the Placing.
The agreement to allot and issue Placing Shares to Placees (or the persons for
whom Placees are contracting as agent) free of stamp duty and stamp duty
reserve tax in the United Kingdom relates only to their allotment and issue to
Placees, or such persons as they nominate as their agents, direct by the
Company. Such agreement assumes that the Placing Shares are not being
acquired in connection with arrangements to issue depositary receipts or to
transfer the Placing Shares into a clearance service. If there are any such
arrangements, or the settlement related to any other dealings in the Placing
Shares, stamp duty or stamp duty reserve tax may be payable. In that event,
the Placee agrees that it shall be responsible for such stamp duty or stamp
duty reserve tax and neither the Company, finnCap nor Oakley shall be
responsible for such stamp duty or stamp duty reserve tax. If this is the
case, each Placee should seek its own advice and they should notify finnCap or
Oakley accordingly. In addition, Placees should note that they will be liable
for any capital duty, stamp duty and all other stamp, issue, securities,
transfer, registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the United
Kingdom by them or any other person on the acquisition by them of any Placing
Shares or the agreement by them to acquire any Placing Shares and each Placee,
or the Placee's nominee, in respect of whom (or in respect of the person for
whom it is participating in the Placing as an agent or nominee) the
allocation, allotment, issue or delivery of Placing Shares has given rise to
such non-United Kingdom stamp, registration, documentary, transfer or similar
taxes or duties undertakes to pay such taxes and duties, including any
interest and penalties (if applicable), forthwith and to indemnify on an
after-tax basis and to hold harmless the Company, finnCap and Oakley in the
event that either the Company, finnCap and/or Oakley have incurred any such
liability to such taxes or duties.
The representations, warranties, acknowledgements and undertakings contained
in this Appendix are given to each of finnCap and Oakley for itself and on
behalf of the Company and are irrevocable and will survive completion of the
Placing.
Each Placee and any person acting on behalf of the Placee acknowledges that
finnCap and Oakley does not owe any fiduciary or other duties to any Placee in
respect of any representations, warranties, undertakings, acknowledgements,
agreements or indemnities in the Placing Agreement.
When a Placee or any person acting on behalf of the Placee is dealing with
finnCap or Oakley, any money held in an account with finnCap or Oakley on
behalf of the Placee and/or any person acting on behalf of the Placee will not
be treated as client money within the meaning of the relevant rules and
regulations of the FCA made under FSMA. Each Placee acknowledges that the
money will not be subject to the protections conferred by the client money
rules: as a consequence this money will not be segregated from finnCap's or
Oakley's money in accordance with the client money rules and will be held by
it under a banking relationship and not as trustee.
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.
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", "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. 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. While the Directors consider these
assumptions to be reasonable based upon information currently available, they
may prove to be incorrect. Save as required by law or by the AIM Rules, the
Company undertakes no obligation to publicly release 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.
No statement in this Announcement is intended to be a profit forecast, and no
statement in this Announcement should be interpreted to mean that earnings per
share of the Company for the current or future financial years would
necessarily match or exceed the historical published earnings per share of the
Company.
The price of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the shares. Past performance is no guide to future performance, and persons
needing advice should consult an independent financial adviser.
The Placing Shares to be issued or sold pursuant to the Placing will not be
admitted to trading on any stock exchange other than the London Stock
Exchange.
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.
DEFINITIONS
"Acquisition" the proposed acquisition of the Azzurri Communications Group by the Company pursuant to the terms of the Acquisition Agreement;
"Acquisition Agreement" the conditional agreement dated 8 April 2016 between (1)the Sellers (2) the Company and (3) Warden Holdco relating to the Acquisition;
"Act" the Companies Act 2006;
"Admission" the admission of the Enlarged Share Capital to trading on AIM becoming effective in accordance with the AIM Rules;
"Affliates" any person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified
"AIM" the Alternative Investment Market, a market operated by the London Stock Exchange;
"AIM Rules" the rules for companies governing admission to and the operation of AIM, published by the London Stock Exchange;
"AIM Rules for Nominated Advisers" the rules for nominated advisers setting out the eligibility, ongoing obligations and certain disciplinary matters in relation to nominated advisers published by the London Stock Exchange;
"Articles" or "Articles of Association" the articles of association of the Company in force;
"Azzurri Communications" Azzurri Communications Limited, a company incorporated under the laws of England and Wales with registered number 03934288, being a wholly owned subsidiary of Warden Midco;
"Azzurri Communications Group" Warden Holdco and Warden Midco being, respectively, the holding company and intermediate holding company of Azzurri Communications and its subsidiaries;
"Board" the board of directors of the Company from time to time or a duly constituted committee thereof;
"certificated" or "in certificated form" a share or other security which is not in uncertificated form (i.e. not in CREST);
"Company" or "Maintel" Maintel Holdings Plc, a company incorporated in England and Wales with registered number 03181729 whose registered office is at 160 Blackfriars Road, London, SE1 8EZ;
"Completion" completion of the Acquisition in accordance with the terms of the Acquisition Agreement;
"CREST" the system for the paperless settlement of share transfers and the holding of uncertificated shares operated by Euroclear UK & Ireland Limited;
"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI 2001/3755);
"Datapoint" together, Maintel International Limited (formerly Datapoint Communications Limited), Datapoint Customer Solutions Limited and Datapoint Global Services Limited;
"Directors" the directors of the Company;
"Disclosure and Transparency Rules" the disclosure and transparency rules issued by the FCA acting in its capacity as the competent authority for the purposes of Part VI of FSMA;
"EEA" European Economic Area
"Enlarged Group" the Maintel Group and the Azzurri Communications Group, following Completion of the Acquisition;
"Enlarged Share Capital" the issued ordinary share capital of the Company on Admission following the Placing comprising the Existing Ordinary Shares and the Placing Shares;
"Executive Directors" the Directors, excluding John Booth and the Independent Directors; "Existing Ordinary Shares" the 10,768,487 Ordinary Shares in issue;
"FCA" the Financial Conduct Authority;
"finnCap" finnCap Ltd, a company incorporated in England and Wales with registered number 06198898;
"Form of Proxy" the form of proxy for use in connection with the General Meeting;
"FSMA" the Financial Services and Markets Act 2000, as amended;
"General Meeting" means the general meeting of the Company, to be held at 160 Blackfriars Road, London, SE1 8EZ on 27 April 2016 at 11 a.m.;
"Governance Code" the UK Corporate Governance Code on principles of good corporate governance and code of best practice published by the Financial Reporting Council in September 2012, as amended from time to time;
"Group" or "Maintel Group" the Company and its subsidiaries;
"HMRC" HM Revenue and Customs;
"Holdco Dragged Shares" means the shares in the share capital of Warden Holdco which are not held by either the Sellers or the Minority SPA Sellers;
"Independent Directors" Annette Nabavi and Nicholas Taylor;
"ISIN" International Securities Identification Number;
"London Stock Exchange" London Stock Exchange plc;
"Longstop Date" 31 May 2016, or such later date as the parties may agree;
"LTIP" the Maintel 2015 Long Term Incentive Plan;
"Minority SPA Sellers" means Silverfleet, RBC, NAB and Investec;
"Minority SPA Shares" means the shares held in the share capital of either Warden Holdco and/or Warden Midco by the Minority SPA Sellers at the date of this document;
"Minority SPAs" means the Investec Minority SPA, the NAB Investments MinoritySPA, the RBC Minority SPA and the Silverfleet Minority SPA;
"New Articles" or "New Articles of Association" the new articles of association of the Company to be adopted pursuant to the Resolutions;
"New Facilities" a £36 million revolving credit facility (with an additional £20 million uncommitted accordion facility);
"Oakley" Oakley Capital Limited, a company incorporated in England and Wales with registered number 04091922;
"Official List" the official list of the FCA;
"Option Plan" the Maintel Holdings Plc 2009 Option Plan;
"Options" options to acquire or subscribe for Ordinary Shares pursuant to the Share Plans;
"Ordinary Shares" ordinary shares of one pence each in the capital of the Company;
"Placees" the persons who have confirmed their agreement to participate in the Placing and to subscribe for Placing Shares pursuant to the Placing;
"Placing" the conditional placing of the Placing Shares pursuant to the Placing Agreement;
"Placing Agents" finnCap and Oakley;
"Placing Agreement" the conditional agreement dated 8 April 2016 between finnCap, Oakley, the Company, and the Directors relating to the Placing;
"Placing Price" 700 pence per Placing Share;
"Placing Shares" the 3,428,572 new Ordinary Shares to be issued by the Company pursuant to the Placing;
"Proposals" the Acquisition, the passing of the Resolutions, the Placing and Admission;
"Prospectus Rules" the prospectus rules of the FCA made pursuant to section 73A of FSMA;
"Proximity" Proximity Communications Limited, a wholly owned subsidiary of the Company;
"Remuneration Committee" the remuneration committee of the Company as constituted from time to time;
"Resolutions" the resolutions in the notice of the General Meeting (and each a "Resolution");
"RNS" Regulatory Information Service, a service approved by the FCA for the distribution to the public of regulatory announcements and included within the list maintained on the FCA's website, and operated by the London Stock Exchange;
"Sellers" FinPart B.V., NIBC Bank N.V., Barclays Converted Investments No 2 Limited, Globe Nominees Limited, Remich Holding I Sa rl, BOI-IF Services No5 Company, AIB Ventures Capital Limited, North Westerly CLO III B.V.
"Shareholder" a holder of an Ordinary Share;
"Share Plans" the LTIP, the Option Plan and the SIP;
"SIP" the Maintel Holdings Share Incentive Plan;
"Takeover Code" the City Code on Takeovers and Mergers;
"Tax Deed" the tax deed dated 8 April 2016 between (1) the Warrantors and (2) the Company relating to the Acquisition;
"TIDM" trading instrument display mnemonic;
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland;
"uncertificated" an Ordinary Share recorded on the Company's register as being held in uncertificated form in CREST, and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST;
"US" or "United States" the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia;
"Warden Holdco" Warden Holdco Limited, a company incorporated under the laws of England and Wales with registered number 07857625, the holding company of Warden Midco and, indirectly, the holding company of Azzurri Communications;
"Warden Midco" "Warranty Deed" Warden Midco Limited, a company incorporated under the laws of England and Wales with registered number 08713482, the holding company of Azzurri Communications;the warranty deed dated 8 April 2016 between (1) the Warrantors and (2) the Company relating to the Acquisition.
GLOSSARY OF TECHNICAL TERMS
"Avaya" Avaya Inc. is an American multinational technology company headquartered in Santa Clara, California that provides multinational business communication solutions for customer and team engagement;
"B2B" business-to-business;
"Channel Partners" a company partner that markets and sells Maintel's products, services and/or technologies alongside its own offering;
"cloud" a technology enabling the provision of elastic, scalable computing resources to end users over a public or private network where such computing resources are delivered as a service (and not a product);
"FTE" full time equivalent is a unit that indicates the workload of an employed person in a way that makes workloads comparable across various contexts;
"IP" Internet Protocol;
"IPT" Internet Protocol Telephony;
"LAN" Local Area Network;
"Managed Services" outsourced information technology and networks;
"PBX" Private Branch Exchange, a private telephone network used within a company. Users of the PBX phone system share a number of outside lines for making external phone calls;
"SME" small and medium sized enterprises;
"UCaaS" Unified Communications as a Service;
"Unified Communications" or "UC" the integration of software tools that are designed to help people easily communicate from the computing device that is being used;
"VoIP" Voice over Internet Protocol;
"WANs" Wide Area Networks.
This information is provided by RNS
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