Eagle Eye - First Day of Dealings

RNS Number : 9214E

Eagle Eye Solutions Group PLC

16 April 2014

 



NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION DIRECTLY OR INDIRECTLY IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR IN, INTO OR FROM ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN ADMISSION DOCUMENT ("ADMISSION DOCUMENT") RELATING TO EAGLE EYE SOLUTIONS GROUP PLC ("EAGLE EYE" OR THE "COMPANY") AND DOES NOT CONSTITUTE, OR FORM PART OF, ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF ANY OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES IN EAGLE EYE  IN ANY JURISDICTION NOR SHALL IT, OR ANY PART OF IT, OR THE FACT OF ITS DISTRIBUTION, FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH OR ACT AS ANY INDUCEMENT TO ENTER INTO, ANY CONTRACT THEREFOR. INVESTORS SHOULD NOT PURCHASE OR SUBSCRIBE FOR ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION IN THE ADMISSION DOCUMENT TO BE PUBLISHED BY THE COMPANY IN DUE COURSE IN CONNECTION WITH THE PROPOSED ADMISSION OF THE SHARES TO TRADING ON AIM, A MARKET OPERATED BY THE LONDON STOCK EXCHANGE PLC, WHICH INFORMATION MAY BE DIFFERENT FROM THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT. IN THE EVENT OF A DISCREPANCY BETWEEN THIS ANNOUNCEMENT AND THE ADMISSION DOCUMENT, THE ADMISSION DOCUMENT WILL PREVAIL.

For immediate release

16 April 2014

Eagle Eye Solutions Group PLC

("Eagle Eye" or the "Company")

Admission and First Day of Dealings on AIM

and

Completion of the Acquisition of 2ergo Limited

Eagle Eye, a UK leader in digital consumer engagement to the retail and hospitality industries, is pleased to announce that its shares will today be admitted to trading on AIM under the ticker symbol "EYE" ("Admission").

The Company has raised £6.0 million before expenses through the oversubscribed placing by Panmure Gordon (UK) Limited of new ordinary shares at a price of 164 pence per share (the "Placing"). At Admission, the Company will have 20,131,152 ordinary shares in issue.

The Company also announces that the proposed acquisition of 2ergo Limited, the subsidiary of 2ergo Group PLC ("2ergo") that contains substantially all of the business and assets of 2ergo (the "Acquisition"), will today become unconditional on Admission.

Phill Blundell, Chief Executive Officer of Eagle Eye, commented:

'Today's admission to AIM marks a major milestone in Eagle Eye's development. The combination of the new investment and the acquisition of 2ergo ideally positions us to meet the accelerating demand for our multi-channel digital solutions, which is underpinned by our patented technology and global partners.''

Highlights

·    Eagle Eye has conditionally placed a total of 3,658,536 new ordinary shares at a price of 164 pence per share (the "Placing Price") raising approximately £6.0 million before expenses for the Company.

·    The market capitalisation of Eagle Eye on Admission at the Placing Price will be approximately £33.0 million.

·    Eagle Eye entered into a conditional agreement in respect of the acquisition of 2ergo Limited, a major competitor, on 21 March 2013.  The consideration for the Acquisition will be settled by a payment of £2.5 million in cash raised by the Placing, and the issuance of 1,219,512 Ordinary Shares in Eagle Eye. The shareholders of 2ergo approved the Acquisition at a general meeting on 9 April 2014, and the Acquisition will become unconditional today upon Admission.

·    The funds raised from the Placing will enable the Company to accelerate the growth of the Company, help fund further investment in strategic technology and acquire 2ergo Limited, providing access to new customers and significant IP.

·    On Admission, Directors of the Company will hold 26.6 per cent. of the Ordinary Shares which will be subject to a 12 month lock-in period. A further 45.8 per cent. of the Ordinary Shares will be subject to a six month lock-in period.

·    Panmure Gordon is acting as financial adviser, Nominated Adviser and broker to Eagle Eye in connection with the Placing and Admission.

Full details of the Placing and Admission will be included in the admission document, expected to be available on the Company's website from today.

For further information, please contact:

Eagle Eye

Phill Blundell, Chief Executive Officer

Steve Rothwell, Founder                                                                                                                  Tel: [phone]

                                                                                                                                                                www.eagleeye.com

Panmure Gordon

Hugh Morgan/Callum Stewart, Corporate Finance

Charles Leigh-Pemberton, Corporate Broking                                                                         Tel: [phone]

Hudson Sandler

Nick Lyon/Alex Brennan                                                                                                                    Tel: [phone]

Information on Eagle Eye

Eagle Eye is a leading, UK provider of digital consumer engagement solutions to the retail and hospitality industries.

The Company provides a digital transaction platform for the secure multi-channel issuance, management and redemption of promotional offers, gift vouchers and loyalty-based rewards, replacing previously used paper-based methods. The coupons, gift vouchers and loyalty-based rewards markets are currently transitioning through substantial change as both retailers and consumers are moving away from paper and plastic to digital offers, rewards and loyalty. These markets, in aggregate, are estimated to be worth £54.8 billion, £4.7 billion and £210 million respectively.

The Eagle Eye platform comprises four key components: campaign creation; issuance; redemption and reporting. The Company's products supported by the Eagle Eye platform allow the Company's clients to deliver relevant offers, rewards and services to consumers in real time, in a simple and secure way, across multiple media including email, SMS messaging and loyalty apps. The offers and rewards can be redeemed securely by the consumer through any enabled point of sale channel.

The Company's current customer base comprises leading names in UK retail and hospitality including Gondola Group, Greggs, Karen Millen, Marks & Spencer, Mitchells and Butlers, Pets at Home, Tesco and Tragus.

Over the last year, the number of transactions conducted over the platform has increased significantly from an average of 200,000 a month in 2012 to 1,000,000 a month in 2013. Revenue has grown at a CAGR of 70 per cent. per annum for the last three years, with revenue for the year ending 30 June 2013 totalling £705,000. In the six months ending 31 December 2013, revenue was 75 per cent. greater than the six months to 31 December 2012. The Group currently has 25 employees (not including employees of 2ergo) and is headquartered in Guildford, Surrey.

Important Notice

This announcement does not constitute an admission document ("Admission Document") relating to Eagle Eye and does not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities in Eagle Eye  in any jurisdiction nor shall it, or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with or act as any inducement to enter into, any contract therefor. Investors should not purchase or subscribe for any securities referred to in this announcement except on the basis of information in the Admission Document to be published by the Company in due course in connection with the proposed admission of the Shares to trading on AIM, a market operated by the London Stock Exchange plc, which information may be different from the information contained in this announcement. In the event of a discrepancy between this announcement and the Admission Document, the Admission Document will prevail.  The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.

This announcement is not for publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, the Republic of South Africa, Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this announcement, or other information referred to herein, comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. 

The securities referred to herein may not be offered or sold, directly or indirectly, in the United States unless registered under the US Securities Act of 1933, as amended (the "US Securities Act") or offered in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act. The offer and sale of securities referred to herein has not been and will not be registered under the US Securities Act or under the applicable securities laws of Australia, Canada, the Republic of South Africa or Japan. There will be no public offer of the Shares in the United States, Australia, Canada, the Republic of South Africa or Japan. Subject to certain exceptions, the Shares referred to herein may not be offered or sold in Australia, Canada, the Republic of South Africa or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, the Republic of South Africa or Japan.

This announcement is only addressed to and directed at persons in member states of the European Economic Area ("EEA") who are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC), as amended ("Qualified Investors"). In addition, in the United Kingdom, this announcement is addressed and directed only at Qualified Investors who (i) are 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 (the "Order"), (ii) are persons who are high net worth entities falling within Article 49(2)(a) to (d) of the Order, and (iii) to persons to whom it may otherwise be lawful to communicate it to (all such persons being referred to as "relevant persons"). Any investment or investment activity to which this announcement relates will be available only to relevant persons in the United Kingdom and Qualified Investors in any member state of the EEA other than the United Kingdom, and will be engaged in only with such persons. Other persons should not rely or act upon this announcement or any of its contents.

The date of Admission may be influenced by things such as market conditions. There is no guarantee that Admission will occur and you should not base your financial decisions on the Company's intentions in relation to Admission at this stage. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Ordinary Shares. The value of the Ordinary Shares can decrease as well as increase. Potential investors should consult a professional adviser as to the suitability of the Ordinary Shares for the person concerned.Panmure Gordon, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as Nominated Adviser to the Company in connection with the Placing and Admission and is advising no one else in relation to the Placing and Admission and will not be responsible to any person other than the Company for providing the protections afforded to its clients or for advising any other person in relation to the Placing or Admission or otherwise. The responsibilities of Panmure Gordon, as Nominated Adviser under the AIM Rules for Companies and the AIM Rules for Nominated Advisers, are owed solely to the London Stock Exchange and are not owed to the Company or any Director of the Company or to any other person in respect of their decision to acquire Ordinary Shares in the Company in reliance on any part of this announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed on Panmure Gordon by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, neither Panmure Gordon, nor its parents or subsidiaries, nor any of their respective directors, officers, employees or agents accept any responsibility whatsoever, and make no representation or warranty, express or implied, in relation to the contents of this announcement (or any part thereof), including its accuracy or completeness or for any other information, opinions or statement made or purported to be made by it or on behalf of it, the Company, the Directors or any other person, in connection with the Company, its Ordinary Shares or the Offer, and nothing in this announcement shall be relied upon as a promise or representation in this respect, whether as to the past or the future. Panmure Gordon accordingly disclaims all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), in respect of this announcement (or any information, opinions or statements contained herein) or for the omission of any information from this announcement.

Forward-looking statements

All statements, other than statements of historical fact, contained in this announcement constitute "forward-looking statements". In some cases forward-looking statements can be identified by terms such as "may", "intend", "might", "will", "should", "could", "would", "believe", "anticipate", "expect", "estimate", "predict", "project", "potential", or the negative of these terms, and similar expressions.  Such forward-looking statements are based on assumptions and estimates and involve risks, uncertainties and other factors that may cause the actual results, financial condition, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.  New factors may emerge from time to time that could cause the Company's business not to develop as it expects, and it is not possible for the Company to predict all such factors.   

Each of the Company, Panmure Gordon and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward looking statement contained in this announcement whether as a result of new information, future developments or otherwise.

 

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