Ebiquity plc (“Ebiquity” or the “Company”)
Holding in Company
The Company was today notified by Veronis Suhler Stevenson (“VSS”), the Company’s largest shareholder, that it has agreed to sell, through an institutional placing with Numis Securities Limited acting as bookrunner, 28,912,410 ordinary shares of 25p each (“Shares”) in the Company, at a price of 120p per share, comprising 15,109,549 Shares that it currently holds (“VSS Shares”) and 13,802,861 Shares that it will hold as a result of conversion in full of the convertible loan notes (“Loan Note”) that it currently holds (“VSS Note Shares”).
The VSS Shares and VSS Note Shares will settle in two tranches with the VSS Shares expected to settle on 13 February 2014 (“Tranche 1 Settlement”) and the VSS Note Shares expected to settle on 20 February 2014 (“Tranche 2 Settlement”).
VSS has issued to the Company a conditional exercise notice in relation to the Loan Note. On Tranche 1 Settlement, Numis will confirm to the Company the number of VSS Shares settled. Assuming the VSS Shares settle in full, following Tranche 1 Settlement VSS will not hold any Shares, and will therefore hold nil voting rights, in the Company. If the VSS Shares have settled in full, the exercise notice will become unconditional and the Company will issue the 13,802,861 VSS Note Shares to VSS in full conversion of the Loan Note and will apply for 13,802,861 Shares to be admitted to trading on AIM on 19 February 2014 (“Admission”).
Upon Admission, the VSS Note Shares will rank pari passu in all respects with the existing Shares of the Company. Immediately following issue of the VSS Note Shares to VSS, it will hold 13,802,861 Shares being 19.6% of the voting rights of the Company. Following Tranche 2 Settlement, VSS will not hold any Shares (and will therefore hold nil voting rights in the Company) or any Loan Notes in the Company and it has been agreed that both VSS representatives, Christopher Russell (non-executive director) and Jeffrey Stevenson (non-executive director), will step down from the Board.
In the unlikely event that there is any default on Tranche 1 Settlement, VSS shall only be entitled to convert such proportion of the Loan Note as would result in them holding not more than 29.9% of the voting rights of the Company, when aggregated with their remaining shareholding following Tranche 1 Settlement. The Company will release an announcement on Tranche 1 Settlement to confirm the number of VSS Note Shares VSS is entitled to convert.
Total voting rights
Following Admission, the Company’s issued share capital will consist of 74,346,174 ordinary shares of 25p each and a total of 70,146,174 voting rights[1.
The Ebiquity plc 2000 Employee Benefit Trust holds 4,200,000 issued Shares to satisfy awards for the Company’s senior management team. To date these awards have not been exercised and the trustee has agreed not to vote the Shares held by it. As such 4,200,000 Shares are treated as not carrying voting rights for the purposes of the City Code on Takeovers and Mergers.
Ebiquity 020 7650 9600
Michael Greenlees, CEO
Andrew Beach, CFO
Instinctif 020 7457 2020
Numis Securities 020 7260 1000
Nick Westlake (NOMAD)
David Poutney, James Serjeant (Corporate Broker)
Numis, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is the Company’s nominated adviser and broker. Numis’ responsibilities as the Company’s nominated adviser under the AIM Rules are owed solely to the London Stock Exchange and are not owed to the Company or to any director of the Company or to any other person. Numis is acting as bookrunner for the sellers in the placings and other arrangements detailed in this announcement and will not be responsible to anyone other than those sellers for providing the protections afforded to its clients or for providing advice in relation to the content of this announcement or any matter, transaction or arrangement discussed or referred to in it.
The shares being sold pursuant to the placings described above have not been (and are not being) registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and are being sold (i) outside the United States in reliance on Regulation S under Securities Act and (ii) within the United States only to persons reasonably believed to be qualified institutional buyers within the meaning of and pursuant to Rule 144A under the Securities Act in transactions exempt from the registration requirements of the Securities Act.