CentralNic Group PLC Completion of the acquisition of KeyDrive S.A. (6023W)

TIDMCNIC

RNS Number : 6023W

CentralNic Group PLC

02 August 2018

 
  Press Release    Thursday 2(nd) August 2018 
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

In member states of the European Economic Area ("EEA") other than the United Kingdom, this information is only addressed to and directed at persons who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC and any amendments thereto including Directive 2010/73/EU to the extent implemented in the relevant EEA member state) and any relevant implementing measure in the relevant member state of the EEA ("Qualified Investors").

CentralNic Group Plc

("CentralNic" or "the Company" or "the Group")

Completion of the acquisition of KeyDrive S.A.

and placing of 46,153,847 new Ordinary Shares

CentralNic Group Plc (AIM: CNIC), the internet platform that derives revenue from the worldwide sales of internet domain names and associated web presence services, is pleased to announce that, further to the announcement released on 16 July 2018, the acquisition of KeyDrive S.A. ("KeyDrive") and associated placing of 46,153,847 new ordinary shares of GBP0.001 each (the "Placing Shares") to raise approximately GBP24 million, are now complete. The Company has also issued 28,006,607 new ordinary shares of GBP0.001 each (the "Consideration Shares") as part of the acquisition of KeyDrive, and these shares have now been admitted to trading on AIM.

The Company confirms that as at 2 August 2018, following the issue of the Placing Shares and Consideration Shares referred to above, the Company now has 170,652,802 ordinary shares of GBP0.001 each in issue, with one voting right each. The Company does not hold any shares in treasury. The number of ordinary shares with voting rights is therefore 170,652,802. Accordingly, these figures may be used by shareholders as a denominator for the calculations by which they will determine if they are required to notify their interest in, or change to their interest in, the Company, under the FCA's Disclosure Guidance and Transparency Rules.

Ben Crawford, CentralNic's CEO, said: "CentralNic and KeyDrive have been successfully combined to become a leading player in the internet domain name and web services industry and the Company continues to rank globally in the top five Registry service providers and number eleven amongst the Registrars who retail such domains, as well as being the exclusive distributor of .xyz, widely regarded as the .com of emerging markets."

"The transaction is a milestone in the Company's history as it cements CentralNic's position as a consolidator in the market to rival its competitors, including large and influential US players."

"The Company is very grateful for the support shown by both existing and new shareholders since its IPO on AIM in 2013. We are also delighted to have numerous new institutional investors joining our shareholder list through the placing, and a number of our existing institutional shareholders have made further investments to facilitate this exciting acquisition."

The Company is pleased to announce that certain directors of both CentralNic and KeyDrive have either participated in the placing, received ordinary shares in the Company in consideration for their interest in KeyDrive or received ordinary shares in satisfaction of other obligations owed to them by KeyDrive. In aggregate 29,277,011 ordinary shares have been allotted to the persons below at a price of 52 pence per ordinary share as set out below:

 
                                          As at the date of               On Admission 
                                        the Admission Document 
                                           Number     Percentage    Number of       Percentage 
                                      of Ordinary    of Existing     Ordinary      of Enlarged 
                                           Shares       Ordinary       Shares    Share Capital 
                                                          Shares 
                                    -------------                 -----------  --------------- 
 Name             Title 
                 -----------------  -------------  -------------  -----------  --------------- 
                  Non-Executive 
 Iain McDonald     Director                11,500          0.01%      107,653            0.09% 
                 -----------------  -------------  -------------  -----------  --------------- 
                  Chief Financial 
 Don Baladasan     Officer                 72,917          0.08%      159,455            0.06% 
                 -----------------  -------------  -------------  -----------  --------------- 
                  Group Chief 
                   Operating 
 Alex Siffrin      Officer                      0          0.00%   28,006,607            16.4% 
                 -----------------  -------------  -------------  -----------  --------------- 
                  Chief Financial 
                   Officer of 
 Michael Riedl     KeyDrive                     0          0.00%    1,087,713            0.63% 
                 -----------------  -------------  -------------  -----------  --------------- 
 

The notification below, made in accordance with the requirements of the EU Market Abuse Regulation, provides further detail.

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.

 
 1    Details of the person discharging managerial responsibilities 
       / person closely associated 
 a)   Name                                i) Iain McDonald 
                                           ii) Don Baladasan 
                                           iii) Alex Siffrin 
                                           iv) Michael Riedl 
     -----------------------------  ------------------------------------------------ 
 2    Reason for the notification 
     ------------------------------------------------------------------------------- 
 a)   Position/status                     i) Non-Executive Director 
                                           ii) Chief Financial Officer 
                                           iii) Group Chief Operating Officer 
                                           iv) Chief Financial Officer of KeyDrive 
     -----------------------------  ------------------------------------------------ 
 b)   Initial notification           Initial notification 
       /Amendment 
     -----------------------------  ------------------------------------------------ 
 3    Details of the issuer, emission allowance market participant, 
       auction platform, auctioneer or auction monitor 
     ------------------------------------------------------------------------------- 
 a)   Name                           CentralNic Group Plc 
     -----------------------------  ------------------------------------------------ 
 b)   LEI                            213800M4IINBWMXEKV82 
     -----------------------------  ------------------------------------------------ 
 4    Details of the transaction(s): section to be repeated for (i) 
       each type of instrument; (ii) each type of transaction; (iii) 
       each date; and (iv) each place where transactions have been 
       conducted 
     ------------------------------------------------------------------------------- 
 a)   Description                    Ordinary shares of GBP0.001 
       of the financial               ISIN: GB00BCCW4X83 
       instrument, 
       type of instrument 
       Identification 
       code 
     -----------------------------  ------------------------------------------------ 
 b)   Nature of the                  Purchase of Ordinary Shares via the Placing 
       transaction 
     -----------------------------  ------------------------------------------------ 
 c)   Price(s) and                   Price(s)           Volume(s) 
       volume(s) 
                                      52p                i) 96,153 
                                                         ii) 86,538 
                                                         iii) 28,006,607 
                                                         iv) 1,087,713 
     -----------------------------  ---------------  ------------------------------- 
 d)   Aggregated information 
       - Aggregated                   N/A - single transaction 
       volume 
       - Price 
     -----------------------------  ------------------------------------------------ 
 e)   Date of the                    1 August 2018 
       transaction 
     -----------------------------  ------------------------------------------------ 
 f)   Place of the                   London Stock Exchange, AIM 
       transaction 
     -----------------------------  ------------------------------------------------ 
 

-Ends-

For further information:

 
 CentralNic Group Plc 
 Ben Crawford (CEO) 
  Don Baladasan, Chief Financial Officer           [phone] 
 
 Zeus Capital Limited - NOMAD and Joint 
  Broker 
 Nick Cowles / Jamie Peel (Corporate 
  Finance) 
                                                   [phone] 
  John Goold / Rupert Woolfenden (Institutional 
  Sales)                                            [phone] 
 Stifel - Joint Broker 
 Fred Walsh / Neil Shah / Rajpal Padam             [phone] 
 Abchurch - Financial PR 
 Julian Bosdet                                     [phone] 
  Dylan Mark                                        [phone] 
  Alejandra Campuzano                               [phone] 
 [e-mail]                     www.abchurch-group.com 
 

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY, IS NOT INTENDED TO AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO PURCHASE OR SUBSCRIBE FOR, UNDERWRITE, SELL, OR ISSUE OR THE SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE, SELL, ACQUIRE, DISPOSE OF ORDINARY SHARES OR ANY OTHER SECURITY IN THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR IN ANY JURISDICTION IN WHICH, OR TO ANY PERSONS TO WHOM, SUCH OFFERING, SOLICITATION OR SALE WOULD BE UNLAWFUL.

This announcement is not for publication or distribution, directly or indirectly, in or into theUnited States of America. This announcement is not an offer of securities for SALE INTO THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.

The information contained herein is not for release, directly or indirectly, in or into the United States of America, Australia, Canada, the Republic of South Africa or Japan. This document (and the information contained herein) is not and does not contain or constitute an offer of securities for sale, or solicitation of an offer to purchase or subscribe for securities, in the United States, Australia, Canada, the Republic of South Africa or Japan or any other jurisdiction where such an offer or solicitation or the release, publication or distribution of this document would be unlawful.

THE CONTENT OF THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY AN AUTHORISED PERSON WITHIN THE MEANING OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (AS AMENDED) ("FSMA"). RELIANCE ON THIS ANNOUNCEMENT FOR THE PURPOSE OF ENGAGING IN ANY INVESTMENT ACTIVITY MAY EXPOSE AN INDIVIDUAL TO A SIGNIFICANT RISK OF LOSING ALL OF THE PROPERTY OR OTHER ASSETS INVESTED.

This communication is directed only at (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 ("Order") (investment professionals); (ii) persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations etc.); or (iii) other persons to whom it may otherwise lawfully be communicated (all such persons referred to above being "Relevant Persons"). Any investment activity to which this communication relates will only be available to and will only be engaged with Relevant Persons. By accepting receipt of this communication, each recipient is deemed to confirm, represent and warrant that they are a Relevant Person.

Zeus Capital Limited, which is authorised and regulated in the United Kingdom by the FCA, is acting as nominated adviser and joint broker to the Company in connection with the proposed Placing and Admission and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice to any other person in relation to the Placing and Admission and/or any other matter referred to in this Announcement.

Stifel Nicolaus Europe Limited, which is authorised and regulated in the United Kingdom by the FCA, is acting as joint broker to the Company in connection with the proposed Placing and Admission and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice to any other person in relation to the Placing and Admission and/or any other matter referred to in this Announcement.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Zeus or Stifel or any of their respective affiliates or any of their respective directors, officers, employees, advisers or representatives (collectively, "Representatives") as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.

This Announcement contains certain forward-looking statements, beliefs or opinions, with respect to certain of the Company's current expectations and projections about future prospects, developments, strategies, performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which sometimes use words such as "aim", "anticipate", "believe", "intend", "plan" "estimate", "expect" and words of similar meaning, include all matters that are not historical facts and reflect the Directors' beliefs and expectations and involve a number of risks, uncertainties and assumptions that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. Statements contained in this Announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future.

About CentralNic Group Plc

CentralNic (AIM: CNIC) is a London-based AIM-listed company which develops and manages software platforms allowing businesses globally to use the internet for their own websites and email, as well as protecting their brands online. Its core growth strategy is identifying and acquiring cash-generative businesses with annuity revenue streams and exposure to emerging markets, and migrating them onto the CentralNic software and operating platforms.

CentralNic operates globally with customers in over 200 countries. It earns revenues from the worldwide sales of internet domain names and hosting on an annual subscription basis.

For more information please visit: www.centralnic.com

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [e-mail] or visit www.rns.com.

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August 02, 2018 03:00 ET (07:00 GMT)