RCS - All Active Asset Cap - Company update

Wam CapitalAnnouncement

20/12/2021 15:30

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RNS Number : 2409W  All Active Asset Capital Limited  20 December 2021

20 December 2021

 

All Active Asset Capital Limited

('AAA' or 'the Company')

Completion of significantly increased conditional placing

 

Acquisition of additional AAQUA equity and new AAQUA option

 

Update on liquidity options for AAA shareholders

 

AAA is pleased to update shareholders on material progress and next steps:

 

Conditional placing

The conditional placing announced on 2 July 2021 was successfully completed in
October at a significantly expanded level through the issuance of 356,250,000
new AAA shares at 80p per share to acquire 95,000 AAQUA B.V. ('AAQUA')
ordinary shares.

 

AAQUA update, further acquisitions of AAQUA equity and new option

The AAQUA business continues to develop at pace with meaningful organisational
presence now in Australia, Singapore, France, Belgium, Netherlands, United
Kingdom, Canada, and the US.  The internal minimum viable product ('MVP') was
delivered on 1st December 2021, the same date that Maria Bista joined as Group
COO, running the AAQUA business end-to-end.  Prior to AAQUA, Maria was in a
senior leadership position at Barclays Investment Bank and before that worked
at Sky and Electronic Arts. In addition, it is anticipated Colin McQuade,
currently a non-executive director of AAA, will be appointed to the AAQUA
Board in early 2022.

 

In addition to the conditional placing, AAA acquired a further 50,000 new and
16,667 existing AAQUA shares by way of a share-for-share exchange for the
issue of 187,500,000 new AAA share 1  at 80p each and the cashless conversion
of 100,000,000 AAA warrants at 50p per AAA share.

 

In total, AAA now owns 185,917 AAQUA shares, or 32.5% of AAQUA's existing
issued share capital. The AAQUA shareholding is anticipated to reduce to c.25%
following AAQUA's completion of a material equity partner funding round,
currently anticipated to be in Q1 2022. AAA will not be participating in that
proposed funding round.  Assuming the proposed AAQUA partner funding round
completes, AAA will become party to an AAQUA shareholder governance
arrangement whereby AAA can hold at any point in time a maximum 30% of AAQUA's
equity (its 'Economic Interest') however AAA will only be able to utilise a
maximum of 19.9% of its aggregate voting rights at any time.  This
arrangement would last for an initial ten year period, unless agreed
differently between the various new parties expected to sign up to the
proposed governance agreement.  The Economic Interest would not affect AAA's
other shareholder rights such as receipt of dividends or ability to
participate in, for example, a rights issue on a pro-rata basis.

 

The Company currently has 1,804,662,999 shares in issue, with a further
187,500,000 new shares to be issued following the creation of the SPV
described in the footnote.

 

In addition, AAA has secured a €240 million primary investment option
allowing it to subscribe for up to an additional 60,000 AAQUA shares at
€4,000 per ordinary share.  This investment option can be exercised in
whole or in part at any time over the next two years. The option contains no
provisions to accelerate the exercise if AAQUA completes certain follow-up
transactions and could, under certain circumstances, be assigned to third
parties if approved under the proposed governance agreement.

 

Update on acquisition of Sentiance N.V. ('Sentiance')

Following the completion of the 100% share-for-share acquisition of MESH
Holdings plc on 1 December 2021 through the UK Court approved Scheme of
Arrangement, AAA now owns c. 25.3% of the issued share capital of Sentiance.
 Reflecting the portfolio approach that AAA has taken to its investment
strategy, AAQUA and Sentiance are presently negotiating a long-term
collaboration agreement which, if agreed, would complete in early in Q1 2022.
 Should a mutually beneficial long-term collaboration agreement be reached,
it remains AAA's intention to acquire the remaining balance of Sentiance
equity shortly thereafter. If, for whatever reason, this collaboration
agreement is not signed, it is currently anticipated that AAA would not
acquire the balance of Sentiance equity.

 

Liquidity options and re-listing

AAA continues to make significant progress on various liquidity options for
AAA shareholders and is committed to ensuring a liquid grey market facility
becomes available to trade AAA shares during Q1 2022.

 

Rodger Sargent, AAA Executive Director, commented, "We are delighted with the
progress achieved to date, in particular owning 32.5% of AAQUA and securing a
new two year €240 million option over further AAQUA equity.

 

Alongside this period of intense corporate activity, we have also progressed
our plans for creating liquidity options which will be of great benefit to
both shareholders and AAA in the future.  We expect to be able to share these
details and commence in earnest the full institutionalisation of AAA, together
with other developments, in early 2022."

 

For further information:

All Active Asset Capital Limited

James Normand, Non-Executive Chairman

Rodger Sargent, Executive Director

www.aaacap.com (http://www.aaacap.com/)

 

Buchanan (Financial PR)

Richard Oldworth / Chris Lane / Toto Berger

t: +44 (0) 207 466 5000

e: AAAC@buchanan.uk.com (mailto:AAAC@buchanan.uk.com)

 

 

 

 1  The 187.5m shares will be issued by AAA in Q1 2022 following the creation
of a new Special Purpose Vehicle ('SPV'). The SPV will have two investors
including Robert JH Bonnier, the founder and CEO of AAQUA, and is expected to
hold an initial aggregate  380 m AAA shares.

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