Publication of Prospectus and Notice of GM
30/09/2022 15:49
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RNS Number : 4122B Vertu Capital Limited 30 September 2022
NOT FOR RELEASE, DISTRIBUTION, PUBLICATION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, NEW
ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION WHERE
TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF
SUCH JURISDICTION.
This announcement is an advertisement and not a prospectus. This announcement
is not and does not constitute or form part of, and should not be construed
as, an offer of securities for subscription or sale in any jurisdiction nor a
solicitation of any offer to buy or subscribe for, any securities in any
jurisdiction, nor shall it or any part of it, or the fact of its distribution,
form the basis of, or be relied on in connection with, any contract or
commitment whatsoever. This announcement does not constitute a recommendation
regarding any securities. Prospective investors should not subscribe for or
purchase any securities referred to in this announcement except in compliance
with applicable securities laws and regulation and on the basis of the
information in the final prospectus ("Prospectus") to be published by the
Company, and any supplement thereto, in connection with any a proposed placing
and subscription of the Company's new ordinary shares, the proposed
acquisitions to be made by the Company and the associated admission of the
Company's issued and to be issued ordinary share capital to the standard
segment of the Official List and to trading on the London Stock Exchange PLC's
Main Market for listed securities of London Stock Exchange plc.
30 September 2022
Vertu Capital Limited
("Vertu" or the "Company")
Publication of Prospectus and Notice of General Meeting
Vertu Capital Limited ("Vertu" or the "Company"), announces the publication of
its Prospectus in relation to the re-admission of its ordinary shares (the
"Ordinary Shares") to the Official List (by way of Standard Listing under
Chapter 14 of the Listing Rules) and to trading on the London Stock Exchange's
Main Market for listed securities of the London Stock Exchange ("Admission").
It is expected that Admission will become effective and that dealings will
commence at 8.00 a.m. on 28 October 2022. The Company has filed an application
to change its name to Vox Valor Capital Limited. This will be announced to the
market once the change of name has taken effect.
The Prospectus, which has been approved by the FCA, will be available on the
Company's website: https://www.vertucapital.co.uk/page/investor-relations/ and
at the National Storage Mechanism
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) and from Admission
it will also be available at www.voxvalor.com/investors:
Notice of GM
Vertu announces that a General Meeting will be held at the offices of Hill
Dickinson LLP, The Broadgate Tower, 20 Primrose Street, London, EC2A 2EW on 25
October 2022 at 10 a.m.
The Notice of GM will shortly be posted to shareholders and a copy of this can
be found on the Company's website at
https://www.vertucapital.co.uk/page/investor-relations/.
This announcement contains information which, prior to its disclosure, was
inside information as stipulated under Regulation 11 of the Market Abuse
(Amendment) (EU Exit) Regulations 2019/310 (as amended).
- ENDS -
For additional information please contact:
Simon Retter
Tel: +1 (345) 949-4544
Email : ir@vertucapital.co.uk (mailto:ir@vertucapital.co.uk)
Novum Securities Limited
David Coffman / Lucy Bowden
Tel: +44 (0)207 399 9400
ABOUT VERTU CAPITAL LIMITED
Vertu Capital Limited, which will change its name to Vox Valor Capital Limited
following Admission, has a focus on making acquisitions of majority stakes in
the marketing technology, digital content, mobile games and digital marketing
sector. Digital marketing technology and services and digital content/mobile
games are large and fast-growing industries. The Company's management team has
a successful track record of operating, financing and exiting businesses in
this sector and has a network in this sector which generates a steady flow of
leads and introductions to potential acquisition candidates. Vertu will target
the acquisition of privately held businesses that can benefit from the access
to liquidity and international scaling expertise that the Vox Group and its
management team can provide.
IMPORTANT INFORMATION
This announcement does not constitute, or form part of, any offer or
invitation to sell, allot or issue, or any solicitation of any offer to
purchase or subscribe for, any securities in the Company in any jurisdiction
nor shall it, or any part of it, or the fact of its distribution, form the
basis of, or be relied on in connection with or act as an inducement to enter
into, any contract or commitment therefor.
Recipients of this announcement who are considering subscribing for or
acquiring any shares in the Company following publication of the Prospectus
are reminded that any such acquisition or subscription must be made only on
the basis of the information contained in the final Prospectus, which may be
different from the information contained in this announcement. No reliance may
be placed, for any purpose whatsoever, on the information or opinions
contained in this announcement or on its completeness. To the fullest extent
permitted by applicable law or regulation, no undertaking, representation or
warranty, express or implied, is given by or on behalf of the Company, Novum
Securities Limited ("Novum") or its parent or subsidiary undertakings or the
subsidiary undertakings of any such parent undertakings or any of their
respective directors, officers, partners, employees, agents, affiliates,
representatives or advisers or any other person as to the accuracy,
sufficiency, completeness or fairness of the information, opinions or beliefs
contained in this announcement and, save in the case of fraud, no
responsibility or liability is accepted by any of them for any errors,
omissions or inaccuracies in such information or opinions or for any loss,
cost or damage suffered or incurred, howsoever arising, from any use, as a
result of the reliance on, or otherwise in connection with this announcement.
Novum, which is authorised and regulated by the Financial Conduct Authority,
is acting only for the Company in connection with the matters contained in
this announcement and are not acting for or advising any other person, or
treating any other person as their respective client, in relation thereto and
will not be responsible for providing the regulatory protection afforded to
clients of Novum, or advice to any other person in relation to the matters
contained herein. Such persons should seek their own independent legal,
investment and tax advice as they see fit. This announcement does not
constitute any form of financial opinion or recommendation on the part of
Novum or any of its affiliates and is not intended to be an offer, or the
solicitation of any offer, to buy or sell any securities. Novum is not
responsible for the contents of this announcement or the Prospectus. This does
not exclude any responsibilities which Novum may have under the Financial
Services and Market Act 2000 or the regulatory regime established thereafter.
Novum has not authorised or approved the contents of, or any part of, this
announcement and no representation or warranty, express or implied, is made by
Novum or their affiliates as to any of its contents.
This announcement and its contents are for information purposes only and are
directed at and is only being communicated to persons: (a) in a member state
of the european economic area, persons who are, unless otherwise agreed by
Novum, "qualified investors" as defined in article 2(e) of the EU prospectus
regulation (which means regulation (EU) 2017/1129) (the "EU Prospectus
Regulation"); (b) in the United Kingdom, persons who: (i) fall within the
definition of "qualified investors" of the EU Prospectus Regulation, as it
forms part of uk domestic law by virtue of the European Union (Withdrawal) Act
2018 (as amended) ("EUWA") and certain other implementing measures (such
persons in (a) and (b)(i) being "qualified investors"); and (ii) in addition,
are either "investment professionals" within the meaning of article 19(5) of
the Financial Services and Markets Act 2000 (financial promotion) order 2005
(the "order"), or fall within article 49(2)(a) to (d) ("high net worth
companies, unincorporated associations, etc") of the order; and (c) persons
falling outside of (a) and (b) above to whom it may otherwise lawfully be
communicated (all such persons together being referred to as "relevant
persons"). This announcement must not be acted on or relied on by persons who
are not relevant persons. Persons into whose possession this announcement
(including the appendices) comes are required by the Company and Novum to
inform themselves about and to observe any such restrictions.
Neither this announcement nor any copy of it may be (i) taken or transmitted
into or distributed, directly or indirectly, in the United States (within the
meaning of regulations made under the US Securities Act of 1933, as amended),
(ii) taken or transmitted into, distributed, published, reproduced or
otherwise made available or disclosed in Canada, Australia, New Zealand or the
Republic of South Africa or to any resident thereof, except in compliance with
applicable securities laws, or (iii) taken or transmitted into or distributed
in Japan or to any resident thereof for the purpose of solicitation or
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distribution thereof may be construed as such a solicitation or offer. Any
failure to comply with these restrictions may constitute a violation of the
securities laws or the laws of any such jurisdiction. The distribution of this
announcement in other jurisdictions may be restricted by law and the persons
into whose possession this announcement comes should inform themselves about,
and observe, any such restrictions.
The Company has not been and will not be registered under the United States
Investment Company Act of 1940, as amended (the "Investment Company Act"), and
as such investors will not be entitled to the benefits of the Investment
Company Act. The Company's ordinary shares have not been and will not be
registered under the United States Securities Act of 1933, as amended (the
"Securities Act"), or with any securities regulatory authority of any state or
other jurisdiction of the United States, and may not be offered, sold, resold,
pledged, transferred or delivered, directly or indirectly, into or within the
United States or to, or for the account or benefit of, any "U.S. persons" as
defined in Regulation S under the Securities Act ("US Persons"), except
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance with any
applicable securities laws of any state or other jurisdiction of the United
States and in a manner which would not require the Company to register under
the Investment Company Act. There will be no public offer of the Shares in the
United States.
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