ATTRAQT Group PLC Posting of Admission Document (8938W)

TIDMATQT

RNS Number : 8938W

ATTRAQT Group PLC

15 February 2017

15 February 2017

ATTRAQT Group plc

("ATTRAQT", the "Group" or the "Company")

Posting of Admission Document

Open Offer to raise up to GBP1.0 million

and

Notice of General Meeting

ATTRAQT Group plc (AIM: ATQT), a leading provider of online visual merchandising, site search and personalised recommendation technology, is pleased to announce that it will today post an admission document (the "Admission Document") relating to its conditional acquisition of the entire issued share capital of Fredhopper BV ("Fredhopper") (the "Acquisition"). The Admission Document also sets out details of the conditional Firm Placing and Open Offer to raise up to GBP28.5 million and the notice of General Meeting.

The Company announced on 30 January 2017 that it has entered into a conditional agreement to acquire the whole of the issued share capital of Fredhopper, for an aggregate cash consideration of GBP25 million, subject to various adjustments by reference to the net assets at completion, under the Share Purchase Agreement.

Fredhopper, which is currently a division of SDL plc, provides visual merchandising, site search and recommendation software to online retailers primarily in the UK and Europe.

The Board believes that the Acquisition represents a significant opportunity for the Company as it will bring together the only two companies which currently offer all three e-commerce enhancing technologies, namely, site search and navigation, visual merchandising and product recommendations. In doing so the Acquisition will create the 'go to' provider of online visual merchandising for retailers. The Acquisition will more than double the Company's existing client base to approximately 250 and will create a business with a strong presence in the US, UK and Continental European markets from which the Enlarged Group will be able to target the large addressable market, estimated by the Directors at approximately 50,000 companies.

The Acquisition constitutes a reverse takeover under the AIM Rules for Companies and as such is conditional, amongst other things, on approval by Shareholders which will be sought at a general meeting of the Company to be held at 10:00am on 6 March 2017 at the offices of N+1 Singer, One Bartholomew Lane London EC2N 2AX, a notice of which is set out at the end of the Admission Document.

The Directors and certain Shareholders of the Company have given irrevocable undertakings to the Company to vote in favour of the Resolutions (and to procure that such action is taken by the relevant registered holders) in respect of their beneficial holdings totalling 21,033,023 Existing Ordinary Shares, representing approximately 78.07 per cent. of the Existing Share Capital.

Pursuant to the AIM Rules for Companies, and as a result of the Acquisition constituting a reverse takeover, trading in the Ordinary Shares of the Company was suspended with effect from 30 January

2017. The lifting of the suspension will take place following the publication of a Supplementary Admission Document. The Admission Document being posted today does not contain audited financial statements for Fredhopper for the three financial years ending 31 December 2016. Accordingly, the Supplementary Admission Document will be published and will contain audited financial statements on Fredhopper for the three financial years ended 31 December 2016. It is currently envisaged that the Supplementary Admission Document will be published on or around 6 March 2017 following which an application will be made for trading in the Enlarged Share Capital to resume with effect from 8:00 am on 7 March 2017.

The Board believes the Acquisition, the Placing and the Open Offer to be in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors unanimously recommend you to vote in favour of the Resolutions to be proposed at the 30 General Meeting as they intend to do in respect of their holdings, amounting, in aggregate, to 3,828,077 Existing Ordinary Shares, representing 14.2 per cent. of the Existing Share Capital.

The Admission Document (including the notice of GM), proxy card and Application Form will shortly be available for download from http://attraqt.com/ in accordance with AIM Rule 20.

For further information, please contact:

 
ATTRAQT Group plc                                        via Newgate 
André Brown, CEO 
Mark Johnson, CFO 
 Gemma Owen-Smith, Head of Marketing and Communications 
 
N+1 Singer                                               Tel: [phone] 
Shaun Dobson, Lauren Kettle, Alex Price 
 
Newgate                                                  Tel: [phone] 
Adam Lloyd, Charlotte Coulson, Sophie O'Donoghue 
 
 
 
 

About ATTRAQT

ATTRAQT launched its online merchandising platform Freestyle Merchandising in 2009 which includes product recommendations, site search and visual merchandising. The client base has now grown to over 120 clients, including Tesco Clothing (part of Tesco Plc (LSE: TSCO)), boohoo.com (LSE: BOO) and Superdry (LSE: SGP). The Company has market presence in Western Europe and the US with offices in London and Chicago. For more information please visit: http://attraqt.com/

Expected Timetable of Principal Events

 
 Announcement of the Acquisition            30 January 2017 
  and Placing 
 Date on which trading in the               30 January 2017 
  Ordinary Shares was suspended 
 Record Date for Open Offer                 6.00 p.m. on 13 
  Entitlements                                February 2017 
 Announcement of the Open Offer             7.00 a.m. on 15 
  and Existing Ordinary Shares                February 2017 
  marked 'ex' by the London Stock 
  Exchange 
 Publication of the Admission              15 February 2017 
  Document and notice of General 
  Meeting, Application Form and 
  Form of Proxy 
 Open Offer Entitlements credited         From 8.00 a.m. on 
  to stock accounts in CREST               16 February 2017 
  of Qualifying CREST Shareholders 
 Recommended latest time and                4.30 p.m. on 27 
  date for requesting withdrawal              February 2017 
  of Open Offer Entitlements 
  from CREST 
 Latest time and date for depositing        3.00 p.m. on 28 
  Open Offer Entitlements into                February 2017 
  CREST 
 Latest time and date for splitting    3.00 p.m. on 1 March 
  of Application Forms (to satisfy                     2017 
  bona fide market claims only) 
 Latest time and date for receipt           10.00 a.m. on 2 
  of Forms of Proxy                              March 2017 
 Latest time and date for receipt           11.00 a.m. on 3 
  of completed Application Forms                 March 2017 
  and payment in full under the 
  Open Offer and settlement of 
  relevant CREST instructions 
  (as appropriate) 
 Announcement of result of Open                6 March 2017 
  Offer 
 Publication of the Supplementary              6 March 2017 
  Admission Document 
 General Meeting                            10.00 a.m. on 6 
                                                 March 2017 
 Admission effective and dealings      8.00 a.m. on 7 March 
  in the Enlarged Share Capital                        2017 
  commence on AIM 
 Completion of the Acquisition                 7 March 2017 
 CREST accounts credited in                    7 March 2017 
  respect of the Placing Shares 
  and Open Offer Shares 
 Despatch of definitive share              By no later than 
  certificates for the Placing                14 March 2017 
  Shares and the Open Offer Shares 
  (where applicable) 
 

All future times and/or dates referred to in the announcement are subject to change at the discretion of the Company and N+1 Singer and if any of the above times or dates should change, the revised times and/or dates will be notified by an announcement on a Regulatory Information Service. All times are UK times unless otherwise specified.

Admission and Placing Statistics

 
 Issue Price per Placing Share                       35 pence 
  and Open Offer Share 
 Number of Ordinary Shares in 
  issue at the date of the Admission 
  Document                                         26,942,340 
 Number of Placing Shares being 
  issued by the Company 
  pursuant to the Placing*                         78,572,000 
 Open Offer Entitlement under              1 Open Offer Share 
  the Open Offer                         for every 9 Existing 
                                              Ordinary Shares 
 Maximum number of Open Offer                 up to 2,993,593 
  Shares to be offered by the 
  Company 
 Enlarged share capital following 
  admission of the Placing Shares                 105,514,340 
 Enlarged share capital following           up to 108,507,933 
  admission of the Open Offer 
  Shares** 
 Percentage of Enlarged Share                     up to 74.5% 
  Capital represented by the 
  Placing Shares*** 
 Anticipated market capitalisation                   GBP38.0m 
  upon Admission at the Issue 
  Price** 
 Gross proceeds of the Placing                       GBP27.5m 
  receivable by the Company* 
 Estimated gross proceeds of                    up to GBP1.0m 
  the Open Offer receivable by 
  the Company** 
 ISIN for Ordinary Shares                        GB00BMJJFZ18 
 ISIN for Open Offer Entitlements                GB00BYM41825 
 SEDOL                                                BMJJFZ1 
 TIDM                                                    ATQT 
 Website                                      www.attraqt.com 
 

* Assuming Placing is fully subscribed

** Assuming maximum take up under the Open Offer

*** Assuming no take up under the Open Offer

Information on the Open Offer

The Directors recognise the importance of shareholder preemption rights and consequently the Company is proposing to raise up to approximately GBP1 million (before expenses) pursuant to the Open Offer. The proposed Issue Price of 35 pence per Open Offer Share is the same price as the price at which the Placing Shares are being issued.

The Open Offer is not being underwritten. The Placing is not conditional upon the level of applications made to subscribe for Open Offer Shares under the Open Offer. Accordingly, if no applications to subscribe under the Open Offer are received, the total amount that the Company would raise via the Placing would be GBP27.5 million (before expenses).

A total of 2,993,593 Open Offer Shares will be available to Qualifying Shareholders pursuant to the Open Offer at the Issue Price, payable in full on acceptance. The Open Offer Shares will not be available to Placees under the Placing. The aggregate number of Open Offer Shares available for subscription pursuant to the Open Offer will not exceed 2,993,593 Ordinary Shares.

The Open Offer provides Qualifying Shareholders with the opportunity to apply to acquire Open Offer Shares at the Issue Price pro rata to their holdings of Existing Ordinary Shares as at the Record Date on the following basis:

1 Open Offer Share for every 9 Existing Ordinary Shares held

Entitlements to apply to acquire Open Offer Shares will be rounded down to the nearest whole number and any fractional entitlement to Open Offer Shares will be disregarded in calculating the Qualifying Shareholder's Open Offer Entitlement.

The Issue Price of 35 pence per Offer Share represents discount of 27.8 per cent. to the closing middle-market price quotation as derived from the Daily Official List of the London Stock Exchange of 48.5 pence per share on 27 January 2017 (being the date prior to the date of the announcement of the Acquisition).

The Open Offer is subject to the satisfaction of the following conditions on or before 7 March 2017 (or such later date being not later than 8.00 a.m. on 31 March 2017, as the Company may decide):

   (i)         the Placing being unconditional in all respects; 

(ii) Resolution 2 and Resolution 3 (as set out in the Notice of General Meeting) being passed at the General Meeting; and

(iii) Admission becoming effective by 8.00 a.m. on 7 March 2017, (or such later time or date not being later than 8.00 a.m. on 31 March 2017 as the Company may decide).

In the event that the conditions of the Open Offer are not satisfied or waived, the Open Offer will not proceed and the Open Offer Shares will not be issued and all the monies received by the Receiving Agent will be returned to the applicants (without interest) as soon as possible thereafter.

The Open Offer will commence on 16 February 2017 and applications will be received until 11.00 a.m. on 3 March 2017. The Open Offer will close at 11.00 a.m. on 3 March 2017. An application will be made for the Open Offer Shares to be admitted to trading on AIM and it is currently anticipated that this will take place on or around 7 March 2017.

Qualifying Shareholders should note that the Open Offer is not a rights issue. Qualifying non-CREST Shareholders should be aware that the Application Form is not a negotiable document and cannot be traded. Qualifying Shareholders should also be aware that in the Open Offer, unlike in a rights issue, any Open Offer Shares not applied for will not be sold in the market nor will they be placed for the benefit of Qualifying Shareholders who do not apply under the Open Offer.

Overseas Shareholders

The attention of Qualifying Shareholders who have registered addresses outside the United Kingdom, or who are citizens or residents of countries other than the United Kingdom, or who are holding Existing Ordinary Shares for the benefit of such persons, (including, without limitation, custodians, nominees, trustees and agents) or who have a contractual or other legal obligation to forward the Admission Document or the Application Form to such persons, is drawn to the information which appears in paragraph 6 of Part 8 of the Admission Document.

In particular, Qualifying Shareholders who have registered addresses in or who are resident in, or who are citizens of, countries other than the UK (including without limitation the United States of America), should consult their professional advisers as to whether they require any governmental or other consents or need to observe any other formalities to enable them to take up their entitlements under the Open Offer.

CREST Instructions

An application will be made for the Open Offer Entitlements of Qualifying CREST Shareholders to be admitted to CREST. It is expected that the Open Offer Entitlements will be admitted to CREST on 16 February 2017. Applications through the CREST system will only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim.

If you are a Qualifying non-CREST Shareholder you will receive a personalised Application Form which gives details of your Open Offer Entitlement under the Open Offer (as shown by the number of the Open Offer Entitlements allocated to you). If you wish to apply for Open Offer Shares under the Open Offer, you should complete the personalised Application Form accompanying the Admission Document in accordance with the procedure for application set out in paragraph 3.1 of Part 8 of the Admission Document and on the Application Form itself. The completed Application Form, accompanied by full payment, should be returned by post or by hand (during normal business hours only) to Capita Asset Services; Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU so as to arrive as soon as possible and in any event no later than 11.00 a.m. on 3 March 2017.

If you are a Qualifying CREST Shareholder, no Application Form will be enclosed with the Admission Document but you will receive a credit to your appropriate stock account in CREST in respect of your Open Offer Entitlement. You should refer to the procedure for application set out in paragraph 3.2 of Part 8 of the Admission Document. The relevant CREST instruction must have settled by no later than 11.00 a.m. on 3 March 2017.

The latest time for applications under the Open Offer to be received is 11.00 a.m. on 3 March 2017. The procedure for application and payment depends on whether, at the time at which application and payment is made, you have an Application Form in respect of your entitlement under the Open Offer or have an Open Offer Entitlement credited to your stock account in CREST in respect of such entitlement. If you have any questions relating to the Admission Document, and the completion and return of the Application Form, please contact Capita Asset Services on 0371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 a.m. - 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the proposals nor give any financial, legal or tax advice.

If you are in any doubt as to what action you should take, you should immediately seek your own personal financial advice from your stockbroker, bank manager, solicitor, accountant or other independent professional adviser duly authorised under the FSMA if you are resident in the United Kingdom or, if not, from another appropriate authorised independent financial adviser.

Settlement and dealings

Application will be made to the London Stock Exchange for the Enlarged Share Capital to be admitted to trading on AIM. It is expected that Admission will occur and that dealings will commence at 8.00 a.m. on 7 March 2017 on which date it is also expected that the Placing Shares and Open Offer Shares will be enabled for settlement in CREST.

The Placing Shares and Open Offer Shares, when issued, will rank pari passu in all respects with the Existing Ordinary Shares.

Definitions

The following definitions apply throughout this announcement, unless the context otherwise requires:

 
 "GBP", "pounds"             the legal currency for the time 
  and "pence"                 being of the United Kingdom; 
 "Admission"                 the admission of the Enlarged 
                              Share Capital to trading on AIM 
                              becoming effective in accordance 
                              with the AIM Rules for Companies; 
 "Admission Document"        the Admission Document published 
                              in connection with the Acquisition 
                              and Admission of the Enlarged 
                              Group; 
 "AIM"                       the market of that name operated 
                              and regulated by the London Stock 
                              Exchange; 
 "AIM Rules for              the AIM Rules for Companies published 
  Companies"                  by the London Stock Exchange, 
                              as amended from time to time, 
                              which set out the rules, responsibilities 
                              and guidance notes in relation 
                              to companies whose shares are 
                              admitted to trading on AIM; 
 "Application Form"          the personalised application 
                              form to be sent out with the 
                              Supplemental Admission Document 
                              on which Qualifying non-CREST 
                              Shareholders may apply for Open 
                              Offer Shares under the Open Offer; 
 "Company"                   ATTRAQT Group plc (incorporated 
                              in England and Wales with registered 
                              number 08904529); 
 "CREST"                     the electronic system for the 
                              holding and transferring of shares 
                              and other securities in paperless 
                              form operated by Euroclear UK 
                              & Ireland Limited; 

 "CREST Regulations"         the Uncertificated Securities 
                              Regulations 2001 (SI 2001 No. 
                              3755) (as amended); 
 "Dealing Day"               a day on which the London Stock 
                              Exchange is open for business 
                              in London; 
 "Directors" or              the directors of the Company 
  "Board"                     (as the context requires), whose 
                              names appear on page 7 of the 
                              Admission Document; 
 "Enlarged Group"            the enlarged group immediately 
                              following the acquisition of 
                              Fredhopper by the Company; 
 "Enlarged Share             the issued Ordinary Shares following 
  Capital"                    the Placing comprising the Existing 
                              Ordinary Shares and the Placing 
                              Shares; 
 "Euroclear"                 Euroclear UK & Ireland, the Operator 
                              (as defined in the CREST Regulations) 
                              of CREST; 
 "Existing Group"            the Company and its subsidiaries 
                              at the date of the Admission 
                              Document; 
 "Existing Ordinary          the Ordinary Shares in issue 
  Shares"                     as at the date of the Admission 
                              Document; 
 "Form of Proxy"             the form of proxy for use by 
                              Shareholders in connection with 
                              the General Meeting; 
 "Fredhopper"                Fredhopper B.V., a company incorporated 
                              and registered in the Netherlands 
                              with commercial register number 
                              34119121 which has its registered 
                              office at Hoogoorddreef 60, 1101 
                              BE Amsterdam, Netherlands, and 
                              its subsidiaries, details of 
                              which are set out in schedule 
                              1 part 2 of the Share Purchase 
                              Agreement; 
 "FSMA"                      the Financial Services and Markets 
                              Act 2000 (as 
                              amended); 
 "General Meeting"           the general meeting of the Company 
  or "GM"                     to be held at the offices of 
                              N+1 Singer, One Bartholomew Lane, 
                              London, EC2N 2AX at 10.00 a.m. 
                              on 6 March 2017, notice of which 
                              is set out at the end of the 
                              Admission Document; 
 "Group"                     the Existing Group; 
 "Issue Price"               35 pence per Placing Share and 
                              Open Offer Share; 
 "London Stock               London Stock Exchange plc; 
  Exchange" 
 "N+1 Singer"                N+1 Singer Advisory LLP (incorporated 
                              and registered in England and 
                              Wales with registered number 
                              OC364131), the Company's nominated 
                              adviser and broker; 
 "Open Offer"                the conditional offer, which 
                              is not being underwritten, made 
                              by the Company to Qualifying 
                              Shareholders inviting them to 
                              subscribe for the Open Offer 
                              Shares at the Issue Price on 
                              the terms and subject to the 
                              conditions set out in Part 8 
                              of the Admission Document and, 
                              in the case of Qualifying non-CREST 
                              Shareholders, in the Application 
                              Form; 
 "Open Offer Entitlement"    an entitlement of a Qualifying 
                              Shareholder, pursuant to the 
                              Open Offer, to apply for 1 Open 
                              Offer Share for every 9 Existing 
                              Ordinary Shares held by the Qualifying 
                              Shareholder at the Record Date; 
 "Open Offer Shares"         up to 2,993,593 new Ordinary 
                              Shares which are the subject 
                              of the Open Offer; 
 "Ordinary Shares"           ordinary shares of GBP0.01 each 
                              in the capital of the 
                              Company; 
 "Overseas Shareholders"     an Existing Shareholder with 
                              a registered address outside 
                              the UK; 
 "Placees"                   subscribers for Placing Shares 
                              pursuant to the Placing; 
 "Placing"                   the conditional placing of the 
                              Placing Shares at the Issue Price 
                              pursuant to the Placing Agreement; 
 "Placing Agreement"         the conditional agreement dated 
                              30 January 2017 between N+1 Singer 
                              and the Company relating to the 
                              Placing, details of which are 
                              set out in Part 10 of the Admission 
                              Document; 
 "Placing Shares"            the 78,572,000 new Ordinary Shares 
                              to be issued by the Company pursuant 
                              to the Placing; 
 "Qualifying CREST           Qualifying Shareholders whose 
  Shareholders"               Existing Ordinary Shares are 
                              held in uncertificated form; 
 "Qualifying non-CREST       Qualifying Shareholders whose 
  Shareholders"               Existing Ordinary Shares are 
                              held in certificated form; 
 "Qualifying Shareholders"   Existing Shareholders (excluding 
                              any Placees) whose Existing Ordinary 
                              Shares are on the register of 
                              members of the Company on the 
                              Record Date with the exclusion 
                              of (subject to exceptions) persons 
                              with a registered address located 
                              or resident in the Restricted 
                              Jurisdictions; 
 "Record Date"               6.00 p.m. on 13 February 2017; 
 "Registrar" or              Capita Asset Services; 
  "Receiving Agent" 
 "Regulation D"              Regulation D of the Securities 
                              Act; 
 "Regulation S"              Regulation S of the Securities 
                              Act; 
 "Regulatory Information     one of the regulatory information 
  Service"                    services authorised by the London 
                              Stock Exchange to receive process 
                              and disseminate regulatory information 
                              in respect of AIM listed companies; 
 "Restricted Jurisdiction"   each and any of Australia, Canada, 
                              Japan, the Republic of South 
                              Africa, Republic of Ireland, 
                              New Zealand and the United States; 
 "Securities Act"            U.S. Securities Act of 1993, 
                              as amended; 
 "Seller"                    SDL Holdings BV, a company incorporated 
                              in Netherlands with RSI 8158081 
                              and commercial register number 
                              34119121 which has its registered 
                              office at Hoogoorddreef 60, 1101 
                              BE Amsterdam, Netherlands; 
 "Seller Guarantor"          SDL plc, a company incorporated 
                              and registered in England and 
                              Wales with registration number 
                              02675207 which has its registered 
                              office at Globe House, Clivemont 
                              Road, Maidenhead, Berkshire SL6 
                              7DY; 
 "Share Purchase             the share purchase agreement 
  Agreement"                  dated 30 January 2017 and entered 
                              into between (1) the Seller as 
                              seller, (2) the Company as buyer 
                              and (3) the Seller Guarantor 
                              as guarantor of the Seller's 
                              obligations in respect of the 
                              Acquisition; 
 "Shareholder"               a holder of an Ordinary Share; 
 "Supplementary              the supplementary admission document 
  Admission Document"         (supplementary to the Admission 
                              Document) anticipated to be published 
                              on 6 March 2017 in connection 
                              with Admission; 
 "UK" or "United             the United Kingdom of Great Britain 
  Kingdom"                    and Northern Ireland; 
 "uncertificated"            recorded on a register of securities 
  or "in uncertificated       maintained by 
  form"                       Euroclear UK & Ireland Limited 
                              in accordance with the CREST 
                              Regulations as being 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             the United States of America, 
  States"                     its territories and 

                              possessions, any state of the 
                              United States of America and 
                              the District of Columbia; and 
 "US Person"                 has the meaning set out in Regulations 
                              S of the Securities Act. 
 

This information is provided by RNS

The company news service from the London Stock Exchange

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February 15, 2017 02:00 ET (07:00 GMT)