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IMImobile PLC (IMO)

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Tuesday 10 July, 2018

IMImobile PLC

Proposed Secondary Placing of Ordinary Shares

RNS Number : 2175U
IMImobile PLC
10 July 2018
 

THIS ANNOUNCEMENT IS NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO, OR WITHIN AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, NEW ZEALAND OR THE UNITED STATES OR IN TO ANY OTHER JURISDICTION WHERE SUCH AN ANNOUNCEMENT WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SHARES OR OTHER SECURITIES OF IMIMOBILE PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

  

IMImobile PLC

("IMImobile" or the "Company")

Proposed Secondary Placing of Ordinary Shares in IMImobile

 

IMImobile announces that it has been notified by certain employees, including the PDMRs listed below, of their intention to exercise options over 3,216,543 ordinary shares of 10 pence each in the Company (the "Option Shares"). The Option Shares to be exercised are a mix of those granted both pre and post IPO with a range of exercise prices between £0.00 and £1.81 per ordinary share.

The Company also announces that it has been notified by certain employees, including the PDMRs listed below (together the "Selling Shareholders"), that they intend to sell in aggregate up to a maximum of 3,995,869 ordinary shares of 10 pence each, including 2,898,119 Option Shares (the "Placing Shares") via an accelerated bookbuild placing to institutional investors (the "Placing").

The Placing Shares, which represent approximately 6.4 per cent. of the issued share capital of the Company, are being offered pursuant to the exercise of options and a sell down of existing holdings.

Assuming that the above number of shares are sold, the selling PDMRs in the Company will have a disclosable interest in the Company as follows:

 

Name

Position

No. of options to be exercised

No. of shares to be sold

% ISC pre option exercise

% ISC post exercise and sale

Reason

Jay Patel

CEO

750,000

500,000

5.45%

5.56%

Tax Planning Purposes

Mike Jefferies

CFO

288,424

220,000

0.07%

0.17%

Tax Planning Purposes

Shyam Bhat

CTO

-

500,000

1.88%

1.03%


Vishwanath Alluri

NED

501,121

1,098,871

10.86%

9.41%


 

The Placing is being managed jointly by Investec Bank plc and Whitman Howard Limited (together the "Joint Bookrunners").

The final number of Placing Shares to be placed and the price at which the Placing Shares are to be placed will be agreed by the Joint Bookrunners and the Selling Shareholders at the close of the bookbuild process, and the results of the Placing will be announced as soon as practicable thereafter. The timing for the close of the bookbuild process will be at the absolute discretion of the Joint Bookrunners.

The Company is not a party to the Placing and will not receive any direct proceeds from the Placing.

The books for the Placing will open with immediate effect.

This announcement contains inside information as defined in Article 7 of the Market Abuse Regulation No. 596/2014 ("MAR").  Upon the publication of this announcement, this inside information is now considered to be in the public domain.

 

For further information:

IMImobile PLC

Jay Patel, Chief Executive Officer

Mike Jefferies, Chief Financial Officer

c/o Redleaf Communications

Tel: +44 (0)20 7382 4769

 

Investec Bank - Nominated Adviser and Broker

Henry Reast

Andrew Pinder

 

 

Tel: +44 (0)207 597 5970

Whitman Howard - Broker

Ranald McGregor-Smith

Niall Devins 

Tel: +44 (0) 207 659 1234

 

Important Notice:

Investec Bank plc ("Investec") is authorised by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the PRA and the Financial Conduct Authority. Whitman Howard Limited ("Whitman Howard") is authorised and regulated by the Financial Conduct Authority. Investec and Whitman Howard are acting exclusively for the Selling Shareholders and no one else in connection with the Placing, and will not regard any other person as their client in relation to the Placing and will not be responsible to anyone other than the Selling Shareholders for providing the protections afforded to their clients nor for providing advice in relation to the Placing, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

Neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or from the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan, New Zealand, South Africa 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 who come into possession of any document or other information referred to herein should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdictions.

This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, the securities referred to herein to any person in any jurisdiction, including the United States, Australia, Canada, Japan, New Zealand, South Africa or in any jurisdiction to whom or in which such offer or solicitation is unlawful.

The securities referred to herein may not be offered or sold, directly or indirectly, in the United States unless registered under the United States 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, Japan, New Zealand or South Africa. There will be no public offer of the Placing Shares in the United States, Australia, Canada, Japan, New Zealand or South Africa. Subject to certain exceptions, the Placing Shares referred to herein may not be offered or sold in Australia, Canada, Japan, New Zealand or South Africa or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan, New Zealand or South Africa.

This announcement is directed at and is only being distributed (A) in member states of the European Economic Area, to persons who are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC as amended (including amendments by Directive 2010/73/EU) the "Prospectus Directive"); (B) in the United Kingdom to persons who (i) have professional experience in matters relating to investments and who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or, are high net worth companies, unincorporated associations or partnerships or trustees of high value trusts as described in Article 49(2) of the Order; and (ii) are "qualified investors" as defined in section 86 of FSMA; and (C) otherwise, to persons to whom it may otherwise be lawful to communicate it to (each a "Relevant Person"). No other person should act or rely on this announcement and persons distributing this announcement must satisfy themselves that it is lawful to do so. Any investment or investment activity to which this announcement relates is available only to Relevant Persons, and will only be engaged with such persons.  By accepting this announcement you represent and agree that you are a Relevant Person.

Apart from the responsibilities and liabilities, if any, which may be imposed on Investec or Whitman Howard under FSMA or the regulatory regime established thereunder, none of Investec nor Whitman Howard nor any of their respective affiliates, directors, officers, employees, agents or advisers accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to, the contents of this announcement, including its accuracy, fairness, sufficiency, 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, the Selling Shareholders or the Placing, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, 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. Investec and Whitman Howard and any of their affiliates, directors, officers, employees, agents and advisers accordingly disclaims to the fullest extent permitted by law all and any responsibility and 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.

In connection with the Placing, Investec and Whitman Howard and any of their affiliates, acting as investors for their own accounts, may take up a portion of the Placing Shares in the Placing as a principal position, and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in the Placing Shares and other securities of the Company or related investments and may offer or sell such Placing Shares or other investments otherwise than in connection with the Placing. Accordingly, references in this announcement to the Placing Shares being offered, acquired, placed or otherwise dealt in should be read as including any offer, acquisition, placing or dealing in the Placing Shares by, Investec or Whitman Howard and any of their affiliates acting as an investor for their own accounts. In addition, Investec and Whitman Howard or their affiliates may enter into financing arrangements (including swaps) with investors in connection with which Investec and Whitman Howard (or their affiliates) may from time to time acquire, hold or dispose of ordinary shares in the Company. Neither Investec nor Whitman Howard any of its affiliates intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

No reliance may be placed, for any purposes whatsoever, on the information contained in this announcement or on its completeness and this announcement should not be considered a recommendation by the Company, the Selling Shareholders, Investec, Whitman Howard or any of their respective affiliates in relation to any purchase of or subscription for securities of the Company. No representation or warranty, express or implied, is given by or on behalf of the Company, the Selling Shareholders, Investec, Whitman Howard or any of their respective directors, partners, officers, employees, advisers or any other persons as to the accuracy, fairness or sufficiency of the information or opinions contained in this announcement and none of the information contained in this announcement has been independently verified.  Save in the case of fraud, no liability is accepted for any errors, omissions or inaccuracies in such information or opinions.

Forward-looking statements:

Certain statements in this announcement are forward-looking statements. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial consequences of the plans and events described herein. No one undertakes any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. Readers should not place any undue reliance on forward-looking statements which speak only as of the date of this announcement. Statements contained in this announcement regarding past trends or events should not be taken as representation that such trends or events will continue in the future.


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 [email protected] or visit www.rns.com.
 
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