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Mithril Cap Share Discussion Threads
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Mithril Capital PLC
12 October 2015
MITHRIL CAPITAL PLC
Proposed acquisition of Agenda 21 Digital Holding Limited
Suspension of trading in the Company's shares
Notice of cancellation of listing on the Official List and proposed re-admission to AIM
Mithril Capital plc (LSE: MITH), announces that it has conditionally agreed to acquire the entire issued share capital of digital media agency Agenda 21 Digital Holding Limited ("Agenda 21") (the "Acquisition") in a reverse takeover. The Company has requested an immediate suspension of trading in its shares and intends to cancel its listing on the Official List and seek re-admission of the Company's shares to trading on AIM in due course.
-- Conditional agreement to acquire the entire issued capital of Agenda 21
-- Initial consideration of c. GBP3.3m, to be satisfied:
-- 65% in cash
-- 35% by the issue of new ordinary shares in the Company
-- Deferred consideration of up to GBP8.6m payable subject to performance criteria over the next 3 years
-- Completion of the Acquisition is conditional on:
-- a placing of new shares in the Company to raise funds to facilitate the Acquisition
-- re-admission of the Company's shares to trading on AIM ("Admission")
-- Enlarged group to be Chaired by Peter Scott (previously The Engine Group and Aegis Group plc) and focused on building a digital-centric network of specialist companies operating in the marketing services, technology and e-commerce sectors.
Agenda 21 & New focus on Digital Media
Founded in 2005, Agenda 21 is a market-leading digital media and analytics agency. It creates multi-channel campaigns across pay-per-click, natural search, display advertising and other paid media, underpinned by proprietary analytics. It serves clients across a variety of industries, including financial services, utilities, B2B and B2C goods and charities. Agenda 21 has won numerous industry awards, most recently the 2015 RAR Award for Digital Strategy for agencies with 40-99 staff. The business is currently owned and managed by its founders, Pete Robins and Rhys Williams, who will remain with the business upon completion of the Acquisition.
The Acquisition has been led by Peter Scott, co-founder and former CEO of The Engine Group and former Chairman and CEO of Aegis Group plc. The Directors of the Company, together with Peter, believe there is an opportunity to build a digital-centric network spanning the marketing services, technology and e-commerce sectors across the UK, Europe and US. This will be achieved through targeted acquisitions consolidating the currently fragmented market of independent digital specialists seeking access to deeper resources to enable them to develop and grow their businesses. Agenda 21 represents the first step in building this new network.
It is intended that with effect from Admission, Peter will be appointed Executive Chairman of the enlarged group, supported by a management team with a successful track record in executing buy and build strategies in the marketing services and digital space.
Suspension of shares, notice of cancellation of listing & re-admission to AIM
The Acquisition constitutes a reverse takeover under the Listing Rules. As the Company is currently unable to provide full disclosure under Rule 5.6.15 of the Listing Rules, the Company has requested a suspension of trading in its shares. The Company intends to apply to the UK Listing Authority and the London Stock Exchange requesting the cancellation of admission of the Company's shares to the standard segment of the UK Listing Authority's Official List and to trading in the Company's shares on the London Stock Exchange's main market for listed securities.
Pursuant to Listing Rule 5.2.8, the Company announces that the cancellation notice period has now commenced and cancellation is expected to take effect from 8:00 am on 13 November 2015, being the anticipated completion date for the Proposed Acquisition and admission of the Company's shares to trading on AIM.
The Board will make further announcements in due course.|
|The Company's efforts in identifying a prospective target company or business will be focused on the TMT (technology, media and telecommunications) sector. The founders and the board have extensive experience in sourcing and executing transactions in numerous sectors. Generally the Company would prefer to acquire a business with above average growth prospects.|
|11 June 2015
MITHRIL CAPITAL PLC
NOTIFICATION OF MAJOR INTEREST IN SHARES
The Company received notification on 9 June 2015 that Barnard Nominees Ltd now holds 7,775,000 ordinary shares in Mithril Capital Plc (LSE: MITH), representing 6.06 per cent. of the issued share capital of the Company.
Barnard Nominees Ltd's holding comprises of:
1. 6,550,000 Ordinary Shares of GBP0.01 each (representing 5.11 per cent. of the issued share capital of the Company), held on behalf of its discretionary clients; and
2. 1,225,000 Ordinary Shares of GBP0.01 each (representing 0.95 per cent, of the issued share capital of the Company), held in execution only accounts.
About Mithril Capital Plc
The Company has been formed to undertake an acquisition of a target company or business (the Acquisition). There is no specific expected target value for the Acquisition and the Company expects that any funds not used for the Acquisition will be used for future acquisitions, internal or external growth and expansion, and working capital in relation to the acquired company or business.
Following completion of the Acquisition, the objective of the Company will be to operate the acquired business and implement an operating strategy with a view to generating value for its shareholders through operational improvements as well as potentially through additional complementary acquisitions following the Acquisition. Following the Acquisition, the Company intends to seek re-admission of the enlarged group to listing on the Official List and trading on the London Stock Exchange or admission to another stock exchange.
The Company's efforts in identifying a prospective target company or business will be focused on the TMT (technology, media and telecommunications) sector. The founders and the board have extensive experience in sourcing and executing transactions in numerous sectors. Generally the Company would prefer to acquire a business with above average growth prospects.|
|Mithril Capital PLC
29 May 2015
29 May 2015
MITHRIL CAPITAL PLC
(the "Company" or "Mithril")
Change of Investment Focus
On 22 December 2014 the Company came to market with the strategy of identifying acquisitions with a focus on the natural resources sector. The Board has decided to change this focus to concentrate on acquisition targets within the TMT (technology, media and telecommunications) sector.
Peter Redmond, Chairman, commented: "Having originally targeted operations in the natural resources sector we have since been approached by a number of exciting potential technology investment opportunities. As such, the Board is now concentrating Mithril's focus into the TMT sector. We believe this will allow us to maximise shareholder returns and look forward to reporting progress in due course."
Interesting development with Nick Candy and other Audioboom major original shareholders buying into this stock. Maybe news is imminent?
I am a modest holder having built a small position in the last 2 weeks.|
|Please note the following thread which may be of interest:
"THE REVERSE TAKEOVERS & SHELLS THREAD (RTO)"
|Appears MITH's sister, CLEE, has finalised the RTO. MITH next?
|In case it's of interest to anyone, I just posted this on the PIRI thread:
outspan 1 Apr'15 - 15:13 - 3034 of 3034 0 0 edit
Well, for me, given that Euro Lith are apparently looking to raise £5m on listing, Redmond's new MITH vehicle, with its £3.4m cashpile raised on listing, always looked the more likely RTO vehicle with, say, PIRI as facilitator and probable seedcorn investor, very likely along with other related shells.
So ahead of the supposed announcement concerning Euro Lith (earlier emails refer), is it just coincidence that MITH is currently seeing upward action today, perhaps in the same way as sister company CLEE did just a few weeks ago ahead of nailing its RTO target.
Just my thoughts for what they're worth, dyor.|
|The Company has been formed to undertake an acquisition of a target company or business. The Company's efforts in identifying a prospective target company or business will not be limited to a particular sector or geographic region, but the board intend to focus on the natural resources sector in seeking acquisition targets. The Company expects to draw on the extensive experience of the Company's founders and its board in sourcing and successfully executing such transactions. The Company is targeting a significant deal. Accordingly a listing on the Official List of the FCA, as opposed to a junior market, matches the future ambitions of the Company in terms of scale, quality and appreciation in shareholder value|
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