REG - Sivota PLC - RTO Transaction and Suspension of Listing

SivotaAnnouncement

07/12/2021 08:25

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RNS Number : 8151U  Sivota PLC  07 December 2021

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE UK
‎VERSION OF THE MARKET ABUSE REGULATION NO 596/2014 WHICH IS PART OF ENGLISH
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.‎

 

Sivota plc

("Sivota" or the "Company")

Reverse Takeover Transaction and Suspension of Listing

Conditional Acquisition of a controlling interest in Apester Limited

Sivota ( LSE:SIV ), the investment company established for the purpose of
undertaking acquisitions of a controlling stake in later stage Israeli-related
technology companies, is pleased to announce that the Company has entered into
a non-binding term sheet (the "Term Sheet") with Apester Limited ("Apester"),
an Israeli incorporated business which operates an innovative digital
experience software platform that enables brands, publishers and e-commerce to
create and distribute interactive digital experiences.

Pursuant to the Term Sheet Sivota has conditionally agreed to be issued new
preferred shares in the capital of Apester for a consideration of $12,000,000
(the "Transaction"). The Company will own c.53.9% of Apester's issued share
capital on completion of the Transaction.

Pursuant to the Term Sheet, the Company will have certain major investor
rights, including the right to appoint a majority of directors to the Apester
Board, which it currently intends to exercise following completion.

The Transaction is subject to the satisfaction of certain conditions
precedent, including the entry into the definitive transaction documentation
and passing at a General Meeting of the Company of such resolutions necessary
to approve, implement and effect the transaction.

 

Conditional, inter alia, on publication of a prospectus and re-admission, in
order to fund the Transaction (including associated costs) the Company intends
to raise c.£11,000,000 through the issue of new ordinary shares (the
"Placing"). As such, the transaction is conditional, inter alia, on a
successful Placing.

The Directors of Sivota consider the Transaction to represent a value
enhancing transaction for shareholders, which is fully aligned with the
Company's investment strategy. The Directors of Sivota believe that they can
assist Apester in driving forward its SaaS revenue model and, by doing this,
significantly enhancing value for both Sivota and Apester shareholders.

Should the Transaction complete, it would constitute a Reverse Take Over
("RTO") under the Listing Rules and accordingly, the Company would apply for
the re-admission of its shares to the Official List and the Main Market of the
London Stock Exchange.

 

Therefore, at the request of the Company, the FCA has suspended the Company's
listing on the standard segment of the Official List and trading on the Main
Market of the London Stock Exchange has also been suspended as of 7.30am
today, pending the publication of a prospectus providing further detail on
Apester and the Company as enlarged by the Transaction, or an announcement
that the Transaction or RTO is not proceeding.  Should the RTO not proceed,
then the Company would need to apply for the suspension to be lifted and for
trading to be restored.

There can be no certainty that the Transaction will proceed and it remains
subject to, ‎amongst other things, entering into a definitive legal
agreement and obtaining all other necessary approvals (if ‎required).‎

‎A further announcement will be made in due course.‎

 

 Enquiries:

 Sivota PLC                                 via Vigo Consulting

 Tim Weller, Non-Executive Chairman

 Ziv Ben-Barouch, Chief Executive Officer

 Canaccord Genuity Limited                  + 44 (0) 20 7523 8000

 Alex Aylen - Head of Equities
 Vigo Consulting                            + 44 (0)20 7390 0230

 Jeremy Garcia / Antonia Pollock

 

 

 

 

 

 

 

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