TIDMIME
RNS Number : 8985O
Immediate Acquisition PLC
15 June 2022
This announcement is for information purposes only and does not
constitute or contain any invitation, solicitation, recommendation,
offer or advice to any person to subscribe for, otherwise acquire
or dispose of any securities in Immediate Acquisition Plc or any
other entity in any jurisdiction. Neither this announcement nor the
fact of its distribution shall form the basis of, or be relied on
in connection with, any investment decision in Immediate
Acquisition Plc.
The information contained within this announcement is deemed by
the Company to constitute inside information stipulated under the
Market Abuse Regulation (EU) No. 596/2014 which forms part of
English law by virtue of the European Union (Withdrawal) Act 2018,
as amended. Upon the publication of this announcement via the
Regulatory Information Service, this inside information is now
considered to be in the public domain.
15 June 2022
Immediate Acquisition Plc
("IME" or "the Group" or "the Company")
Result of Accelerated Book Build and Temporary Suspension of
Trading
The Directors of Immediate Acquisition Plc (AIM: IME) are
pleased to announce the results of the placing (the "Placing")
announced yesterday, 14 June 2022, and provide an update on the
proposed acquisition of Fiinu Holdings Limited ("Fiinu") (the
"Proposed Acquisition").
A total of 40,050,000 new ordinary shares of 10 pence nominal
value each in the capital of the Company (the "Placing Shares")
were conditionally placed with institutional and other investors at
a price of 20 pence per Placing Share (the "Placing Price"),
raising gross proceeds of GBP8,010,000.
Director Participation in the Placing and Related Party
Transaction
Mark Horrocks, a non-executive Director of IME, and his family
interests have subscribed for a total of 17,500,000 Placing
Shares.
Mark Horrocks' participation in the Placing, as described above,
is a related party transaction for the purposes of the AIM Rules.
The Company's independent directors, being Tim Hipperson and Simon
Leathers, having consulted with the Company's nominated adviser
SPARK Advisory Partners Limited, consider that the terms of Mr
Horrocks' participation in the Placing are fair and reasonable
insofar as the Company's shareholders are concerned.
The Placing is subject, amongst other things, to shareholder
approval in general meeting. Application will be made for the
Placing Shares to be admitted to trading on AIM ("Admission"). It
is expected that Admission will take place on or around 8.00 a.m.
on 8 July 2022. The Placing Shares will rank pari passu with the
existing ordinary shares.
Suspension of Trading in the Company's ordinary shares on
AIM
As previously announced, the Proposed Acquisition will
constitute a reverse takeover under the AIM Rules for Companies and
is subject to shareholder approval in general meeting. Therefore,
the Company's AIM securities will be suspended from trading on AIM
with effect from 7.30 a.m. this morning, in accordance with the
guidance note to AIM Rule 14, and will remain suspended until the
Company has published an admission document in respect of the
proposed enlarged entity.
A further announcement on this process will be made later
today.
For further information please contact:
Immediate Acquisition Plc Tel: +44 (0) 203 515 0233
Tim Hipperson, Non-executive Chairman
Simon Leathers, Non-executive Director
SPARK Advisory Partners Limited (Nomad) Tel: +44 (0) 203 368 3550
Mark Brady
Neil Baldwin
SP Angel Corporate Finance LLP (Broker) Tel: +44 (0) 207 470 0470
Abigail Wayne
Matthew Johnson
Buchanan Communications Tel: +44 (0) 207 466 5000
Chris Lane / Kim van Beeck
Forward Looking Statements
Certain statements made in this announcement are forward-looking
statements. These forward-looking statements are not historical
facts but rather are based on the Company's current expectations,
estimates, and projections about its industry; its beliefs; and
assumptions. Words such as 'anticipates,' 'expects,' 'intends,'
'plans,' 'believes,' 'seeks,' 'estimates,' and similar expressions
are intended to identify forward-looking statements. These
statements are not guarantees of future performance and are subject
to known and unknown risks, uncertainties, and other factors, some
of which are beyond the Company's control, are difficult to
predict, and could cause actual results to differ materially from
those expressed or forecasted in the forward-looking statements.
The Company cautions shareholders and prospective shareholder
holders not to place undue reliance on these forward-looking
statements, which reflect the view of the Company only as of the
date of this announcement. The forward-looking statements made in
this announcement relate only to events as of the date on which the
statements are made. The Company will not undertake any obligation
to release publicly any revisions or updates to these
forward-looking statements to reflect events, circumstances, or
unanticipated events occurring after the date of this announcement
except as required by law or by any appropriate regulatory
authority.
Important notices
The distribution of this Announcement and any other
documentation associated with the Placing into jurisdictions other
than the United Kingdom may be restricted by law. Persons into
whose possession these documents come should inform themselves
about and observe any such restrictions. Any failure to comply with
these restrictions may constitute a violation of the securities
laws or regulations of any such jurisdiction. In particular, such
documents should not be distributed, forwarded to or transmitted,
directly or indirectly, in whole or in part, in, into or from the
United States, Australia, Canada, Japan or the Republic of South
Africa or any other jurisdiction where to do so may constitute a
violation of the securities laws or regulations of any such
jurisdiction (each a "Restricted Jurisdiction").
The Placing Shares have not been and will not be registered
under the US Securities Act 1933 (as amended) (the "US Securities
Act") or with any securities regulatory authority of any state or
other jurisdiction of the United States and, accordingly, may not
be offered, sold, resold, taken up, transferred, delivered or
distributed, directly or indirectly, within the United States
except in reliance on an exemption from the registration
requirements of the US Securities Act and in compliance with any
applicable securities laws of any state or other jurisdiction of
the United States.
There will be no public offer of the Placing Shares in the
United States. The Placing Shares are being offered and sold
outside the US in reliance on Regulation S under the US Securities
Act. The New Ordinary Shares (as defined in the announcement of the
Company dated 14 June 2022) have not been approved or disapproved
by the US Securities and Exchange Commission, any state securities
commission in the US or any other US regulatory authority, nor have
any of the foregoing authorities passed upon or endorsed the merits
of the offering of the Placing Shares or the accuracy or adequacy
of this Announcement. Any representation to the contrary is a
criminal offence in the US.
The Placing Shares have not been and will not be registered
under the relevant laws of any state, province or territory of any
Restricted Jurisdiction and may not be offered, sold, resold, taken
up, transferred, delivered or distributed, directly or indirectly,
within any Restricted Jurisdiction except pursuant to an applicable
exemption from registration requirements. There will be no public
offer of New Ordinary Shares in Australia, Canada, Japan, or the
Republic of South Africa.
This Announcement is for information purposes only and does not
constitute or form part of any offer to issue or sell, or the
solicitation of an offer to acquire, purchase or subscribe for, any
securities in any jurisdiction and should not be relied upon in
connection with any decision to subscribe for or acquire any of the
Placing Shares. In particular, this Announcement does not
constitute or form part of any offer to issue or sell, or the
solicitation of an offer to acquire, purchase or subscribe for, any
securities in the United States.
This Announcement has been issued by, and is the sole
responsibility of, the Company. No person has been authorised to
give any information or to make any representations other than
those contained in this Announcement and, if given or made, such
information or representations must not be relied on as having been
authorised by the Company or SPARK or SP Angel. Subject to the AIM
Rules for Companies, the issue of this Announcement shall not, in
any circumstances, create any implication that there has been no
change in the affairs of the Company since the date of this
Announcement or that the information contained in it is correct at
any subsequent date.
SPARK Advisory Partners Limited ("SPARK") which is authorised
and regulated in the UK by the Financial Conduct Authority ("FCA"),
is acting as nominated adviser to the Company. SPARK will not be
acting for or otherwise be responsible to any person (including a
recipient of this Announcement) other than the Company for
providing the protections afforded to its customers or for advising
any other person on the contents of any part of this Announcement
or otherwise in respect of the Proposed Acquisition, Placing or
Admission or any transaction, matter or engagement referred to in
this Announcement. The responsibilities of SPARK, as the Company's
nominated adviser under the AIM Rules, are owed solely to London
Stock Exchange plc and are not owed to the Company or any Existing
Director, Proposed Director or Shareholder or to any other person.
In respect of any decision to acquire Ordinary Shares in reliance
on any part of this Announcement or otherwise, SPARK is not making
any representation or warranty, express or implied, as to the
contents of this Announcement.
SP Angel Corporate Finance LLP ("SP Angel"), which is authorised
and regulated in the UK by the FCA and is a member of the London
Stock Exchange, is acting as broker to the Company. SP Angel will
not be responsible to any person other than the Company for
providing the protections afforded to its customers or for advising
any other person on the contents of any part of this Announcement
or otherwise in respect of the Proposed Acquisition, Placing or
Admission or any transaction, matter or engagement referred to in
this Announcement. The responsibilities of SP Angel as the
Company's broker under the AIM Rules are owed solely to London
Stock Exchange plc and are not owed to the Company or any Existing
Director, Proposed Director or Shareholder or to any other person.
In respect of any decision to acquire Ordinary Shares in reliance
on any part of this Announcement or otherwise, SP Angel is not
making any representation or warranty, express or implied, as to
the contents of this Announcement.
Apart from the responsibilities and liabilities, if any, which
may be imposed on SPARK or SP Angel by the Financial Services and
Markets Act 2000, as amended or the regulatory regime established
thereunder, neither SPARK nor SP Angel accepts any responsibility
whatsoever for the contents of this Announcement, and makes no
representation or warranty, express or implied, for the contents of
this Announcement, including its accuracy, completeness or
verification, or for any other statement made or purported to be
made by it, or on its behalf, in connection with the Company or the
Placing Shares or the Placing, and nothing in this Announcement is
or shall be relied upon as, a promise or representation in this
respect whether as to the past or future. SPARK and SP Angel
accordingly disclaim to the fullest extent permitted by law all and
any liability whether arising in tort, contract or otherwise (save
as referred to above) which it might otherwise have in respect of
this Announcement or any such statement.
No statement in this Announcement is intended to be a profit
forecast or profit estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings or
earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical
published earnings or earnings per share of the Company.
This Announcement may include statements that are, or may be
deemed to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates", "plans",
"projects", "anticipates", "expects", "intends", "may", "will", or
"should" or, in each case, their negative or other variations or
comparable terminology. These forward-looking statements include
matters that are not historical facts. They appear in a number of
places throughout this Announcement and include statements
regarding the Directors' current intentions, beliefs or
expectations concerning, among other things, the Company's results
of operations, financial condition, liquidity, prospects, growth,
strategies and the Company's markets. By their nature,
forward-looking statements involve risk and uncertainty because
they relate to future events and circumstances. Actual results and
developments could differ materially from those expressed or
implied by the forward-looking statements. Forward-looking
statements may and often do differ materially from actual results.
Any forward-looking statements in this Announcement are based on
certain factors and assumptions, including the Directors' current
view with respect to future events and are subject to risks
relating to future events and other risks, uncertainties and
assumptions relating to the Company's operations, results of
operations, growth strategy and liquidity. Whilst the Directors
consider these assumptions to be reasonable based upon information
currently available, they may prove to be incorrect. Save as
required by applicable law or by the AIM Rules for Companies, the
Company undertakes no obligation to release publicly the results of
any revisions to any forward-looking statements in this
Announcement that may occur due to any change in the Directors'
expectations or to reflect events or circumstances after the date
of this Announcement.
Information to Distributors
UK product governance
Solely for the purposes of the product governance requirements
contained within of Chapter 3 of the FCA Handbook Production
Intervention and Product Governance Sourcebook (the "UK Product
Governance Requirements"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK Product Governance
Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has
determined that such securities are: (i) compatible with an end
target market of investors who meet the criteria of retail
investors and investors who meet the criteria of professional
clients and eligible counterparties, each as defined in paragraph 3
of the FCA Handbook Conduct of Business Sourcebook; and (ii)
eligible for distribution through all distribution channels (the
"Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors (for the purposes of UK Product Governance
Requirements) should note that: (a) the price of the Placing Shares
may decline and investors could lose all or part of their
investment; (b) the Placing Shares offer no guaranteed income and
no capital protection; and (c) an investment in the Placing Shares
is compatible only with investors who do not need a guaranteed
income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of
evaluating the merits and risks of such an investment and who have
sufficient resources to be able to bear any losses that may result
therefrom. The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the Target Market Assessment, SP Angel will
only procure investors who meet the criteria of professional
clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of Chapter 9A or 10A respectively of the FCA
Handbook Conduct of Business Sourcebook; or (b) a recommendation to
any investor or group of investors to invest in, or purchase, or
take any other action whatsoever with respect to the Placing
Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
Neither the content of the Company's website nor any website
accessible by hyperlinks to the Company's website is incorporated
in, or forms part of, this Announcement.
Certain figures contained in this Announcement, including
financial information, have been subject to rounding adjustments.
Accordingly, in certain instances, the sum or percentage change of
the numbers contained in this Announcement may not conform exactly
with the total figure given.
All references to time in this Announcement are to London time,
unless otherwise stated.
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END
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June 15, 2022 02:00 ET (06:00 GMT)
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