TIDMAMR
RNS Number : 2789Q
Armour Group PLC
26 February 2016
Armour Group plc
("Armour" or the "Company")
Proposed Acquisition of OneView Commerce Inc.
Proposed Disposal of Loan and of investment in Q Acoustics
Limited
Proposed Tender Offer
Proposed change of name to OneView Group Plc
Proposed Waiver of the requirements of Rule 9 of the City
Code
Admission of Enlarged Issued Share Capital to trading on AIM
and
Notice of General Meeting
The Company has announced today that it has conditionally agreed
to purchase OneView Commerce Inc. ("OneView"), an omni-channel and
mobile point of sale software provider, for an aggregate
consideration of 305,263,158 Consideration Shares. Based on a value
of 5 pence for each Consideration Share, this values OneView at
approximately GBP15.26 million.
The Company also proposes to make a tender offer of 22,392,875
Existing Shares at 5 pence per share, which will be completed prior
to Completion. The Tender Offer is required to ensure the
Acquisition is tax efficient for the Vendors by enabling the
Vendors to exchange their shares in OneView for shares in the
Company without incurring a US tax liability.
The Company intends to dispose of its Loan and of its investment
in Q Acoustics, which acquired Armour Home, the operating business
of the Group prior to the Company becoming an investing company.
The Company will receive consideration of approximately GBP1.15m
under the terms of the Disposal further details of which are set
out in the Admission Document to be sent to shareholders later
today. The Admission Document will be made available on the
Company's website once posted to shareholders.
The Acquisition constitutes a reverse takeover under Rule 14 of
the AIM Rules and accordingly requires Shareholder approval, which
is being sought at the General Meeting to be held at the offices of
Arnold & Porter (UK) LLP Tower 42, 25 Old Broad Street, London,
EC2N 1HQ at 10.00 a.m. on 14 March 2016.
OneView Commerce
-- In 2014, OneView launched its own proprietary cloud-based
framework supporting mobile devices to connect the online
experience of retail websites and the offline in-store experience
("omni-channel")
-- OneView solutions provide services such as: click and
collect, shared online/in-store basket and product
recommendations
-- Over 8,000 licences have been sold to date to five blue-chip
customers including German mobile phone provider E-Plus, Arizona
based tire and wheel retailer Discount Tire and UK based
construction industry supplier Travis Perkins
-- OneView has a growing pipeline and is expanding its channel partnerships.
Transaction Highlights
-- Proposed Acquisition of OneView for an aggregate
consideration of 305,263,158 Consideration Shares of which
276,346,760 will be issued on Completion and 28,916,398 will be
issued upon exercise of the OneView Options
-- Based on a value of 5 pence for each Consideration Share,
this values OneView at approximately GBP15.26 million
-- The Acquisition constitutes a reverse takeover under Rule 14
of the AIM Rules for Companies and accordingly requires Shareholder
approval
-- Tender offer of 22,392,875 Existing Shares at 5 pence per
share, which will be completed prior to the Completion of the
Acquisition
-- Proposed Disposal of the investment in Q Acoustics and transfer of Loan
Bob Morton, Executive Chairman of Armour commented:
"I am pleased to announce the acquisition of OneView which is an
exciting growth company with an encouraging pipeline of
opportunities. We have looked at a great number of potential
targets and the board believes that this acquisition provides a
major opportunity for the shareholders in Armour to realise
significant value through the further growth in OneView. I have
enjoyed my time as Chairman of Armour and after 14 years will be
stepping down on completion of the acquisition."
Stuart Mitchell, CEO of OneView Commerce commented:
"We are delighted to be joining AIM, as we see this as a great
way to support our fast growth and global initiatives. Our
omni-channel offering has provided us with such high quality
customers as Travis Perkins and Discount Tire and our broad
pipeline of retail opportunities shows continued increase. The need
to bring the mobile experience into the store and to service the
connected customer across all shopping channels becomes ever more
important for retailers today. We look forward to announcing
further progress and customer wins over the coming months"
Further Details:
Armour Group plc Tel: 01634
Mark Wilson, Finance 673172
Director
finnCap Limited Tel: 0207
Geoff Nash 220 0500
Grant Bergman
Stephen Norcross
(Broking)
Newgate Communications Tel: 020 7653
Bob Huxford 9848
Robyn McConnachie
INTRODUCTION
The Company has announced today that it has conditionally agreed
to purchase OneView for an aggregate consideration of 305,263,158
Consideration Shares of which 276,346,760 will be issued on
Completion (the "Vendor Shares") and a further 28,916,398 may be
issued upon exercise of the OneView Options (the "Option Shares").
Based on a value of 5 pence for each Consideration Share, this
values OneView at approximately GBP15.26 million.
The Company also proposes to make a tender offer of 22,392,875
Existing Shares at 5 pence per share, which will be completed
immediately prior to Completion. The Tender Offer is required to
ensure the Acquisition is tax efficient for the Vendors by enabling
the Vendors to exchange their shares in OneView for shares in the
Company without incurring a US tax liability. Hawk Investments has
agreed to tender such number of Ordinary Shares as may be required
to ensure that the aggregate number of shares tendered is
22,392,875 Ordinary Shares.
The Company intends to dispose of its investment in Q Acoustics,
which acquired Armour Home, the operating business of the Group
prior to the Company becoming an investing company. The investment
in Q Acoustics will be acquired by Hawk Investments and the
Disposal will include the transfer of the Loan to Hawk Investments
at par (including accrued but unpaid interest). The Company will
receive consideration of approximately GBP1.15m under the terms of
the Disposal further details of which are set out in the Admission
Document to be sent to shareholders later today.
Upon Completion, the New Ordinary Shares will rank pari passu
with the Existing Ordinary Shares. Application will be made for the
admission of the Enlarged Issued Share Capital to trading on
AIM.
The Acquisition constitutes a reverse takeover under Rule 14 of
the AIM Rules and accordingly requires Shareholder approval, which
is being sought at the General Meeting to be held at the offices of
Arnold & Porter (UK) LLP Tower 42, 25 Old Broad Street, London,
EC2N 1HQ at 10.00 a.m. on 14 March 2016. In addition, the
Independent Shareholders will be asked to waive an obligation on
the Concert Party under Rule 9 of the City Code to make a general
offer to acquire all of the Existing Ordinary Shares as a result of
the issue of the Consideration Shares. In addition, the Tender
Offer, the Disposal and the Acquisition are deemed to be related
party transactions under Rule 13 of the AIM Rules. The Acquisition
is conditional on the Tender Offer and the Disposal and
accordingly, the Proposals are conditional upon, amongst other
things, the passing of the Resolutions and Admission.
BACKGROUND ON ARMOUR
Armour is an investing company which is seeking opportunities to
acquire companies that offer significant growth. The Independent
Director believes that the opportunity to acquire OneView offers
the potential for significant capital growth.
On 10 March 2014, the Group disposed of its Automotive Division
for GBP10.9 million to AAMP of America. On 4 August 2014, the Group
completed the disposal of its only other operating division, Armour
Home Electronics Limited and subsidiaries to Q Acoustics. Following
the proposed Disposal and Tender Offer, the Company will hold cash
balances of approximately GBP2.8m, will have no subsidiaries with
any assets, liabilities or business and will hold no
investments.
Under the AIM Rules, the Company is required to make an
acquisition or acquisitions which constitute a reverse takeover
under the AIM Rules or otherwise implement its investing policy
within 12 months of the disposal of Armour Home Electronics
Limited. The Company's shares were suspended from trading on AIM on
5 August 2015.
In the event that the Company is unable to implement its
investing policy or Shareholders do not approve the Resolutions at
the General Meeting, admission of the Company's shares to trading
on AIM will be cancelled in accordance with Rule 41 of the AIM
Rules.
BACKGROUND ON ONEVIEW
Introduction
OneView has developed a range of cloud-based software products
for use in retail estates. OneView developed the products to
address what it believes to be a shift in shopping behaviours
brought on by the transition to e-commerce and the need for
retailers to provide a consistent shopping experience for customers
across all channels, whether online, in the store, or at a kiosk.
OneView believes that the OneView solutions contain key elements
that are required by retailers to merge their digital assets and
physical stores.
The Market and the Move to Digital
Traditional POS
Despite the huge growth of e-commerce, today's retail stores
still process approx. 90% of retail sales transactions(1) and
OneView believes that almost all of those transactions are
conducted through a traditional POS terminal. Legacy retail POS
solutions do not generally connect the online and in-store
experience and require additional "bolt-ons" in order to provide
further services such as click and collect.
Mobile POS
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OneView provides an omni-channel, cloud based framework
supporting mobile POS devices. This framework provides a single,
integrated view of all customers and inventory and replaces the
traditional POS technology. The mobile POS solution that OneView
offers reduces the capital cost of replacing and maintaining fixed
registers across the store.
OneView believes that retailing has entered the era of digital
transformation, with the ability to use digital tools and assets to
service and influence the customer as they travel through their
shopping journey. The provision of a seamless single view of
customer, order and inventory information ("One View") is, in
OneView's opinion, a key differentiator in driving the need to
replace legacy in store solutions with a store platform such as
OneView's software product.
OneView believes that over recent years the online channel has
had a growing and marked influence on in-store sales. In 2012 it is
estimated that 14% of in-store sales were influenced by the online
channel and by 2014 this number had grown to 49%(1) . Data reveals
that just over half of shoppers using digital devices in-store,
convert to buyers at a 20% higher rate(2) and that shoppers using
digital devices in-store typically spend 25% more than they had
intended.(3)
Products and Services
OneView's cloud based digital store platform, and its
accompanying POS; centralised promotions; and enterprise inventory
management products, can be sold separately or collectively.
OneView believes that these products will help retailers embrace
the digital opportunity.
Key features of OneView's digital store platform:
-- a POS solution to enable and support both store and online
orders on mobile or fixed till devices;
-- a framework of services to allow integration between the
physical store and many of the e- commerce offerings available on
the market today;
-- an enterprise dashboard that provides central control of all
relevant data to the entire retail estate of mobile and stationary
devices;
-- a single, centralised promotions engine for consistent
promotions to current and potential customers across all
channels;
-- an inventory management solution that records stock movements
in real time and provides retailers with a global view of their
inventory to ensure they can meet customer demand;
-- functions to enable the shopper to manage their online to
offline transactions such as "buy online pick up in store" or "buy
anywhere and return anywhere", shared basket, shared wish lists,
and appointment scheduling;
-- big Data Adapters which allow store associates to use digital
content from the website and product recommendations to service the
customer in the store. Whether the product is available in the
store, in another store, or only from the web site, the ability to
sell the product to the customer is accomplished in a few easy
steps; and
-- OneView believes that this centralised engine replaces a
confusing and outdated legacy data model with a simpler view based
on a uniform data set of customers, promotions and inventory.
(1) US Cross-Channel Retail Sales Forecast: 2014 To 2018,
Forrester 2014
(2) Navigating the New Digital Divide, Capitalizing on digital
influence in retail, Deloitte Digital, Copyright 2015
(3) The New Digital Divide, Retailers, Shoppers, and the digital
influence, Deloitte Digital, Copyright 2014
Customers
Over the last two years, OneView's solutions have been sold to a
number of Tier 1 retailers. These are: German mobile phone provider
E-Plus (407 stores) with the products live in all stores, Arizona
based tire and wheel retailer Discount Tire (more than 900 stores)
which are due to go live in late spring 2016, a Netherland's based
jean manufacturer and retailer (300 stores) which expects to deploy
in all 300 stores in 28 countries over the next 9 months and UK
based construction industry supplier Travis Perkins plc, a FTSE100
builders' merchant (1,900 branches), which has signed an enterprise
license for OneView's solution for its 19 businesses with initial
license fees coming from retailer Wickes which is expected to go
live during the first half of this year and roll out to all 250 of
its stores by mid-year 2016.
OneView sees potential for substantial further growth within the
existing blue chip customer base. An example would be that upon the
successful implementation of Wickes, OneView has further
opportunity for license fees in the other 18 brands within Travis
Perkins. This presents an interesting business opportunity as the
other brands are business-to-business (B2B) focused rather than
retail, and the company believes that this will extend its reach of
potential prospects.
Partnerships
In January 2014 OneView announced a strategic partnership with
hybris. The partnership allows hybris to refer its clients and
prospects to OneView, whereby, upon the successful acquisition of
the customer by OneView, hybris receives a referral fee. OneView
provides hybris with the ability to extend its digital presence
into the store, something many of its clients are looking for.
Since announcing the partnership, OneView has won six
opportunities in four countries and has further expanded the
capabilities of its digital store platform to include over twenty
cross channel use cases such as: buy online and pick up in store,
buy online return to store, single basket, add to receipt, and book
a store appointment. OneView believes this depth of functionality
and ease of use differentiates OneView in the market. OneView
completed certification of its solution with IBM Commerce in
September 2015 and developing go-to market strategy for 2016.
OneView believes these new partnerships will greatly increase the
size of its addressable market.
REASONS FOR THE ACQUISITION
The Independent Director considers the opportunity represented
by the Acquisition to be in the best interests of the Company and
Shareholders for the following reasons:
-- the Independent Director believes that it represents a major
opportunity for the Shareholders in Armour to realise significant
value through the potential further growth of OneView; and
-- OneView has a significant number of Tier 1 retail customers
and is getting an increasing level of commercial traction. The
increased profile of being a public company, along with the
additional financial resource available will assist OneView as it
engages with an increasing number of retailers.
MARKET OPPORTUNITY AND COMPETITIVE ENVIRONMENT
Market Opportunity
OneView believes that the market opportunity for it is comprised
of three distinct areas: Digital Transformation, High Touch, and
End of Life. Each of these areas are driving global demand for
technology transformation in the store.
Digital Transformation
Digital Transformation is the use of technology to improve the
customer experience or sales revenues. Industries are increasingly
looking to digital advances such as analytics, social media and
smart-enabled devices to improve the customer experience and
internal processes, and to drive value propositions. OneView
believes that the foundation of these transformations in the retail
environment is a single view of the customer, orders, and inventory
coupled with the ability to consume and process large volumes of
data.
IDC Retail Insights reports that 64% of Western European
retailers are currently undergoing some form of digital
transformation. Companies that are embarking on digital
transformation projects are creating demand for new innovative
store solutions to replace the legacy POS, improve cross channel
capabilities, and provide the ability to integrate with analytics,
personalisation engines, and smart phone tracking capabilities to
further service and engage with the customer when they are in the
store.
OneView believes that OneView's digital store platform is
designed to meet the requirements of digital transformation.
An example of OneView software in use in digital transformation
is Discount Tire. Discount Tire uses the historic data that they
have captured about tread depth versus mileage, climate, car types,
and driving habits to suggest three different tire options for
their customers and allowing the customer to make a more informed
decision. Once the decision is made, every aspect of the customer
journey from wait time, to tire change, through to checkout is
tracked digitally and used to compare against key performance
indicators to ensure that more than 900 stores are meeting Discount
Tire's high standards of customer service. The OneView digital
store platform is being used to digitise the store to ensure that
it has all of the information about that customer's journey in
every channel and can use that information to provide a higher
quality of service to the customer.
High Touch
High touch retailers are those retailers that in most cases
already have detailed information on their customers. OneView is
seeing increased demand in this sector, as tracking the customer
throughout their buying journey is key to the overall experience.
Telecom, Optical Retailing, Building Merchant and High Fashion are
sectors that are looking to new technologies in stores and branches
to assist them in improving the overall customer experience.
End of Life
End of life customers are finding themselves being forced to
make platform changes due to their current software vendor
announcing that they are retiring the software solution being used,
or will no longer support the operating system of the release of
the software that the customer is running in its retailers'
store.
In the case of Windows XP, replacing the operating system often
meant buying an "upgrade" of the retail software solution from the
vendor. The expense of the "upgrade" forces the retailer to look at
alternatives in the market which opens up opportunity for OneView
to provide their software solution.
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One of OneView's current customers, which is a fashion retailer,
was an End of Life customer that also had a desire to build a
global cross channel initiative within its franchise network to
provide the customer a seamless experience across the brand
regardless of who owned the store. OneView believes that the global
retailers, especially in retail fashion, present another line of
opportunity.
Competitive Environment
OneView believes that its solution is well positioned in the
current market as it is a fully digital mobile solution which
encompasses all channels. The competition that OneView faces in the
market has been varied and inconsistent to date. Retailers either
decide to stay with their legacy applications, or typically employ
a large enterprise resource planning ("ERP") vendor such as Oracle
or SAP who are bundling their legacy POS solutions in with a much
larger deal, where neither POS nor digital transformation is
driving the selection.
Other competition includes solution providers such as Starmount
Inc, which offers a bespoke mobile solution. OneView has not
competed with Starmount directly, but is aware of its offering.
CURRENT TRADING, MARKET TRENDS AND FUTURE PROSPECTS FOR THE
ENLARGED GROUP
In the first full financial year following the release of
OneView's digital store platform in January 2014, revenues from
these products were $3.3m. In the following six months to 30
September 2015 revenues were $3.8m with an order book to support
continued growth. The Proposed Directors believe that it has a
solid pipeline of opportunities with retailers, particularly in its
key markets of North America and Europe and the Directors believe
with further investment OneView can achieve significant growth from
a number of opportunities.
OneView believes that it is the first to market with a
"digital-ready" solution. OneView is investing in a partner network
of system integrators which will drive sales and assist with
implementations in non-core markets, particularly in the Asia
Pacific region. Additionally, further developing partnerships with
e- commerce vendors such as IBM (International Business Machines
Corporation) are expected to greatly increase the potential market
to OneView.
A recent RIS News Survey of large US retailers, OneView's target
market, found that 40-50% plan digital POS transformation within
the next 36 months. Given individual deal size and the global
appeal of OneView's solution, OneView believes their addressable
market is in excess of $2 billion.
OneView has a pipeline of opportunities, the quantum of which is
a substantial multiple of sales achieved to date and OneView
believes that with sufficient resources, it has the capabilities to
convert the opportunities and achieve significant growth.
Each member of the Concert Party and the Existing Directors and
Proposed Directors have confirmed that, there is no intention to
change the location of the Company's place of business and the
continued employment of its employees and management will not be
altered as a result of the Proposals. Save for the Acquisition,
there are no plans to introduce any significant change in the
business or terms of employment of the employees of the Enlarged
Group, nor are there plans for any redeployment of the fixed assets
of the Enlarged Group and the Enlarged Group intends to maintain
its admission to trading on AIM.
Summary Financials
Six months
Year ended Year ended Year ended ended
31 March 31 March 31 March 30 September
2013 2014 2015 2015
$'000 $'000 $'000 $'000
Revenue 3,207 4,200 5,905 4,008
Gross profit 1,446 1,421 3,326 2,524
Net loss before
tax (499) (662) (2,503) (458)
Total assets 1,913 2,736 1,469 2,049
Total liabilities (1,617) (3,062) (2,686) (3,658)
Cash and cash
equivalents 957 776 149 169
DETAILS OF THE DISPOSAL
On 4 August 2014, the Group completed the disposal of Armour
Home Electronics Limited to Q Acoustics for a consideration of 25
per cent of the issued share capital of Q Acoustics which the Group
has retained. As part of this transaction, the Company also lent
GBP1.0 million to Armour Home Electronics Limited on a five year
term loan at an annual interest rate of 10% per annum. On 21 May
2015, the Group provided a further GBP0.3 million loan for 90 days
to AHEL in addition to the existing GBP1.0 million loan and on
similar terms. On 29 July 2015, the Company extended the term of
the GBP0.3 million loan from 90 days to 210 days. On 15 December
2015, this was extended to 210 days and on 14 January 2016, monthly
repayments were rescheduled with repayments of GBP100,000 made in
January 2016 and GBP50,000 earlier this month. As at the date of
this announcement, GBP1.15 million remains outstanding and a
further GBP50,000 is due to be repaid on 15 March 2016.
At 31 August 2015, the retained equity stake in Q Acoustics was
valued at GBP1 in the Group's audited balance sheet and the GBP1.3
million loan outstanding at that time was valued at par value.
The retained investment in Q Acoustics does not relate to the
business of the Group following the Acquisition so in order to
streamline the business and simplify the balance sheet, the
Independent Director has agreed to sell the Company's interest in Q
Acoustics and the Loan to Hawk Investments in consideration for the
principal amount outstanding (plus any accrued, but unpaid
interest). Under the terms of the Disposal, Hawk Investments has
agreed to pay the Company 50% of any sale proceeds that it receives
if Q Acoustics is sold within five years of the date of Admission,
up to a maximum amount of additional consideration of GBP750,000.
The Disposal is deemed a related party transaction under Rule 13 of
the AIM Rules.
EXISTING DIRECTORS AND PROPOSED DIRECTORS
At Admission, each of the Proposed Directors will be appointed
to the Board and ALR Morton will retire after 14 years as Chairman
of Armour Group plc. Following Admission, the New Board will
comprise of three Executive Directors being Stuart Mitchell, Linda
Palanza, Mark Wilson, and three Non-Executive Directors being Gary
Lane, Richard Abraham and Matthew Wood respectively. Brief
biographical details of the Existing Directors, the Proposed
Directors and senior management are set out below.
Existing Directors:
Arthur Leonard Robert (Bob) Morton, aged 74, Executive
Chairman
ALR Morton is a Chartered Accountant, successful entrepreneur
and has significant public company experience. He has acted as
chairman to a number of companies, including MacLellan and Vislink
plc and is currently chairman of a number of listed companies,
including Servoca plc, St. Peter Port Capital plc and Porta
Communications plc. In addition, he is a director of a number of
private companies.
Mark John Wilson, aged 48, Finance Director
Mark was appointed Finance Director and Company Secretary in
June 2014. He Joined the Group as Financial Controller in September
2009. Prior to joining Armour, Mark held a number of financial
controller roles.
Proposed Directors:
Stuart Roger Mitchell, aged 60, Chief Executive Officer
Stuart is an experienced executive in finance and general
management and has been in the industry for almost 30 years. His
most recent corporate role was CFO and Executive in charge of the
Store Business Unit at retail software company NSB Retail Systems
PLC. He has been involved with early stage growth situations,
turnarounds, industry consolidations and sale situations and has
served as a board member on a number of public and private
companies spanning a range of industries. Examples of his previous
board positions include NSB, Alvis plc, Guinness Peat Group plc,
and Stanley Gibbons Holdings, plc.
Linda Jean Palanza, aged 56, Chief Operating Officer
Linda Palanza is Chief Operating Officer of OneView. She works
to oversee that One View's vision and strategic initiatives are
implemented in all divisions and is also actively involved in the
day-to-day operations of sales, marketing, development and service
delivery. Prior to OneView, over the last 30 years Linda has held
executive and management positions at a variety of software
providers including GK Software AG, NSB Retail Systems PLC, Geac
Enterprise Systems, Advanced Business Technologies (ABT), Software
2000 (Infinium) and American Software.
Gary Rodney Lane, aged 65, Non-Executive Director
Gary is a member of the OneView Board and has been so since his
appointment in October 2015. In addition to OneView, Gary is also
currently Chairman of the following companies: MitoQ, Wairakei
International Golf Course and Alloy Yachts. Gary is a successful
entrepreneur and a private investor in a number of listed and
unlisted entities.
Ashley Richard Abraham, aged 70, Non-Executive Chairman
Richard is Chairman of the New Board, and has been Chairman of
the Board of OneView since his appointment in 2011. In addition to
OneView, Richard is a director of Optimity Ltd, a company involved
in internet and technology services. He has previously been a
Non-Executive Director and Chairman of NSB Retail Systems PLC,
which was acquired by Epicor in 2008.
Matthew Graham Wood, aged 42, Non-Executive Director
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Matt has a broad range of managerial skills, gained during a
career spanning almost 20 years in the financial sector. He is the
Managing Director and one of the founders of ONE Advisory Group, a
City-based multi-disciplined FCA regulated advisory firm founded in
2006, which provides a full suite of services to growth companies.
Prior to setting up ONE Advisory, Matt worked in the corporate
finance department of Beeson Gregory (which became Evolution
Securities and was later sold to Investec), advising both AIM and
Full List companies on a wide range of transactions including IPOs,
secondary fundraisings, mergers & acquisitions and corporate
restructurings. Matt, who is a Fellow of the Institute of Chartered
Accountants and is currently a non-executive director of Avarae
Global Coins Plc and Finance Director of Haydale Graphene
Industries Plc.
WARRANTS AND SHARE OPTIONS
OneView has granted warrants over 379,072 of its shares of
common stock. Immediately prior to Completion these warrants will
be exercised by the Company in exchange for the issue of 28,362,573
of the Consideration Shares pursuant to the Acquisition
Agreement.
OneView has also granted options over a total of 386,474 of its
shares of common stock. On Completion of the Acquisition these will
become options over the Option Shares. The Option Shares will not
be issued on Admission. The Option Shares will be issued upon the
exercise of the OneView Options by the relevant holder.
The Company has no outstanding share options. The Armour 2012
Company Share Option Plan for approved and unapproved options was
approved at the Company's Annual General Meeting held on 31 January
2012 and approved by the Company's remuneration committee on 31
October 2012. The Armour 2012 Company Share Option was amended on
25 February 2016 and will be used to grant options to employees and
executive directors as determined by the remuneration
committee.
PRINCIPAL TERMS AND CONDITIONS OF THE ACQUISITION
On 26 February 2016, the Company, and Newco entered into the
Acquisition Agreement with OneView, pursuant to which the Company's
wholly owned Delaware subsidiary, Newco, will merge with OneView
(OneView being the surviving corporation). In consideration for the
merger, it was agreed that the shareholders of OneView would
receive 305,263,158 New Ordinary Shares (in aggregate). Completion
of the Acquisition Agreement, is conditional, amongst other things,
upon Shareholder approval of the Resolution; and on Admission.
Stuart Mitchell has entered into a Limited Representation and
Indemnification Agreement with the Company supporting the
warranties given by OneView in the Acquisition Agreement.
DETAILS OF THE TENDER OFFER
The Company proposes that the Tender Offer be made, pursuant to
which finnCap will purchase 22,392,875 Ordinary Shares,
representing 23.07 per cent. of the Existing Ordinary Shares at a
price of 5 pence per Ordinary Share. The Ordinary Shares purchased
by finnCap under the Tender Offer will be subsequently purchased by
the Company under the terms of the Repurchase Agreement and will
then be cancelled. The Tender Offer is subject to the conditions
set out in the Repurchase Agreement being fulfilled. Following
completion of the Repurchase Agreement, but prior to the issue of
the New Ordinary Shares, the Company's issued share capital will be
reduced to 74,658,621 Ordinary Shares. Hawk Investments has agreed
to tender such number of Ordinary Shares as may be required to
ensure that the aggregate number of shares tendered is 22,392,875
Ordinary Shares. Hawk Investments has agreed to tender no shares
unless required to do under this agreement The Tender Offer is open
to Qualifying Shareholders on the Register at 5.30 p.m. on 11 March
2016. The Tender Offer is required to ensure the Acquisition is tax
efficient for the Vendors.
How to accept the Tender Offer
Shareholders who hold Ordinary Shares in certificated form (that
is, not in CREST)
Shareholders who hold Ordinary Shares in certificated form will
also find accompanying the Admission Document a Tender Form for use
in connection with the Tender Offer. Such Shareholders who wish to
tender some or all of the Ordinary Shares registered in their name
on the Tender Offer Record Date should complete the Tender Form in
accordance with the instructions. The completed, signed and
witnessed Tender Forms together with your valid share certificates
and/or other document(s) of title should be sent either by post or
by hand (during normal business hours only) to the Receiving
Agents, Capita Asset Services, Corporate Actions, The Registry, 34
Beckenham Road, Beckenham, Kent BR3 4TU] by no later than 1.00 p.m.
on 11 March. A reply paid envelope is enclosed for this purpose
(for use within the UK only).
Shareholders who hold Ordinary Shares in uncertificated form
(that is, in CREST)
Shareholders who hold Ordinary Shares in CREST (uncertificated
form) who wish to take advantage of the Tender Offer should comply
with those procedures in respect of transferring uncertificated
Ordinary Shares in escrow through CREST. To do so they should
ensure that their CREST nominee custodians, brokers or financial
advisers have been advised to send the TTE instruction through
CREST so as to settle by no later than 1.00 p.m. on 11 March
2016.
Shareholder's option to tender for more or less than their 23
for every 100 shares held entitlement
Shareholders tendering their Tender Offer Entitlement will be
satisfied in full (subject to completion of the Tender Offer).
Shareholders may tender for shares in excess of their Tender Offer
Entitlement to the extent that other Shareholders tender less than
their Tender Offer Entitlement (the aggregate number of Ordinary
Shares not taken up under Shareholders' Tender Offer Entitlements
being the "Shortfall"). In the event that there is a Shortfall, the
Shortfall will be allocated in accordance with the proportion
(expressed as a percentage) that a Shareholder's surplus tender of
Ordinary Shares bears to the aggregate number of surplus tenders of
Ordinary Shares from all Shareholders. The total number of Ordinary
Shares purchased pursuant to the Tender Offer shall not exceed
22,392,875. The decision of finnCap as to the treatment of
fractions or other issues arising from any scaling back and/or
rounding down will be conclusive and binding on all Shareholders.
Hawk Investments has agreed to tender such number of Ordinary
Shares as may be required to ensure that the aggregate number of
shares repurchased is 22,392,875 Ordinary Shares.
LOCK-INS AND ORDERLY MARKET PROVISIONS
The Locked-in Shareholders, who on Admission will be the holders
of 245,398,524 Ordinary Shares in aggregate, representing
approximately 69.9 per cent. of the Enlarged Issued Share Capital,
have undertaken to the Company and finnCap not to dispose of any
interests in Ordinary Shares for a period of 12 months, except in
certain limited circumstances from Admission and for a further 12
months thereafter to deal in their Ordinary Shares only through
finnCap with a view to maintaining an orderly market.
RELATIONSHIP AGREEMENT
Stuart Mitchell has entered into a relationship agreement with
the Company and finnCap and has agreed that while he holds at least
20 per cent. of the Ordinary Shares, he will exercise the voting
rights attaching to his shares to, inter alia, maintain the balance
of the independent directors on the board and to procure that
certain matters may only be approved with the consent of
independent directors.
RELATED PARTY TRANSACTIONS
The Tender Offer, the Disposal, and the Acquisition will
constitute related party transactions for the purposes of Rule 13
of the AIM Rules and the Disposal constitutes a substantial
property transaction with a party connected to a director for the
purposes of the Companies Act 2006. Due to ALR Morton's interest in
the Tender Offer, the Disposal and the Acquisition he is not able
to express a view in relation to the Tender Offer, the Disposal or
the Acquisition or make any recommendation to Shareholders.
The Independent Director, having consulted with the Company's
nominated adviser, finnCap, considers that the terms of the Tender
Offer, the Disposal and the Acquisition are fair and reasonable in
so far as Shareholders are concerned.
THE CITY CODE
Background to the Concert Party
On 18 December 2014 Armour announced that Hawk Investments and
ALR Morton, his sons, Edward Morton, Charles Morton, Robert Morton
and Andrew Morton together with Amy Morton (wife of Charles
Morton), Susan Morton, Hawk Pension Fund Limited, Groundlinks
Limited, Retro Grand Limited and Seraffina Holdings Limited (who
are presumed to be acting in concert with Hawk Investments for the
purposes of the Code) (the Hawk Party) collectively held 45,186,582
Ordinary Shares representing approximately 46.56 per cent. of the
voting rights in Armour.
On 24 December 2014 Hawk Investments announced that Mavis Morton
held 50,000 Ordinary Shares and she should also be treated as
acting in concert with Hawk Investments. Consequently, Hawk
Investments and those parties acting in concert with it held an
aggregate of 45,236,582 Ordinary Shares representing approximately
46.61 per cent. of the voting rights in Armour.
Under Rule 9 of the Code, Hawk Investments was required to make
a mandatory offer for the Ordinary Shares not already held by Hawk
Investments or the other members of the concert party at a price of
4.75 pence per Armour Share in cash, being the highest price paid
for Armour Shares by any member of the Hawk Investments or its
concert party since a waiver in respect of Rule 9 of the Code was
granted to Hawk Investments and persons then acting in concert with
it on 23 February 2011. Shareholders should note that a Panel
statement was released on 23 February 2015
(http://www.thetakeoverpanel.org.uk/wp-content/uploads/2014/12/2015-3.pdf;
2015/3 - Armour Group plc - Criticism of Mr Bob Morton).
(MORE TO FOLLOW) Dow Jones Newswires
February 26, 2016 04:00 ET (09:00 GMT)
Accordingly, on 24 December 2014 Hawk Investments confirmed that
it would make such a mandatory offer. The offer document in
relation to this was posted to Armour shareholders on 16 January
2015 with the final closing date of the offer being 20 February
2015. As a result of this mandatory offer Hawk Investments acquired
17,481,628 Ordinary Shares at 4.75p per share and following the
offer, Hawk Investments and persons then acting in concert with it
held 62,718,210 Ordinary Shares, representing approximately 64.62
per cent. of Armour's issued share capital.
As well as being a member of the Hawk Party, Hawk Investments is
also a significant shareholder in OneView and is therefore a
Vendor. The board and immediate family and related parties of the
board of OneView who are Vendors, being Stuart Mitchell, Lane
Capital Group, Bentinck Securities, Linda Palanza, Alexandria
Johnson, Edward Mitchell, Lexy Johnson and Tod Johnson (the Vendor
Party) are deemed to be acting in concert with Hawk Investments.
The Concert Party comprises all the persons deemed to be acting in
concert with Hawk investments, being all these Vendors, together
with all the members of the Hawk Party
Consequently, Hawk Investments and those parties acting in
concert with it would hold an aggregate of up to 275,838,685
Ordinary Shares, representing 72.4 per cent. of the voting rights
in the Enlarged Group as shown below.
Concert Party Current holdings in Consideration Resultant Holding in the Company on
Armour Shares Admission
Percentage Percentage
Percentage of Enlarged of Fully
Number of of Existing Number of Issued Diluted
Ordinary Ordinary Vendor Option Ordinary Option Share Share
Shares Shares Shares Shares Shares Shares Capital Capital
Hawk(1) 46,500,025 47.9% 33,634,766 - 80,134,791 - 21.9% 21.0%
Hawk Pension
Fund Limited(2) 1,000,000 1.0% - - 1,000,000 - 0.3% 0.3%
Seraffina Holdings
Limited(3) 3,678,185 3.8% - - 3,678,185 - 1.0% 1.0%
Groundlinks
Limited(4) 2,040,000 2.1% - - 2,040,000 - 0.6% 0.5%
Retro Grand
Limited(5) 2,040,000 2.1% - - 2,040,000 - 0.6% 0.5%
Edward Morton 1,800,000 1.9% - - 1,800,000 - 0.5% 0.5%
Robert Morton 1,800,000 1.9% - - 1,800,000 - 0.5% 0.5%
Andrew Morton 1,800,000 1.9% - - 1,800,000 - 0.5% 0.5%
Charles Morton 900,000 0.9% - - 900,000 - 0.2% 0.2%
Amy Morton 900,000 0.9% - - 900,000 - 0.2% 0.2%
Susan Morton
(direct interest) 210,000 0.2% - - 210,000 - 0.1% 0.1%
Mavis Morton 50,000 0.1% - - 50,000 - 0.0% 0.0%
Total of Hawk
Party 62,718,210 64.6% 33,634,766 - 96,352,976 - 26.3% 25.3%
Stuart Mitchell - - 93,152,232 - 93,152,232 - 25.4% 24.4%
Lane Capital(7) - - 62,384,761 - 62,384,761 - 17.0% 16.4%
Bentinck
Securities - - 9,726,739 - 9,726,739 - 2.7% 2.6%
Linda Palanza
(Option holder
only) - - 11,159,712 - 11,159,712 - 2.9%
Alexandria Johnson
(Option holder
only) - - 2,618,737 - 2,618,737 - 0.7%
Edward Mitchell
(Option holder
only) - - 299,284 - 299,284 - 0.1%
Tod Johnson
(Option holder
only) - - 374,105 - 374,105 - 0.1%
Total of Vendor
Party 0 0.0% 165,263,733 14,451,839 165,263,732 14,451,839 45.1% 47.2%
Total of Concert
Party 62,718,210 64.6% 198,898,499 14,451,839 261,616,708 14,451,839 71.4% 72.4%
(1) ALR Morton and Susan Morton are beneficially interested in
the Armour Shares held by Hawk because they own the entire issued
share capital of Hawk.
(2) ALR Morton and Susan Morton are beneficially interested in
the Armour Shares held by Hawk Pension Fund Limited as its sole
directors and shareholders.
(3) Charles Morton is beneficially interested in the Armour
Shares held by Seraffina Holdings Limited because all of Seraffina
Holdings Limited's shares are held on trust for the benefit of
Charles Morton.
(4) Andrew Morton is beneficially interested in the Armour
Shares held by Groundlinks Limited because all of Groundlinks
Limited's shares are held on trust for the benefit of Andrew
Morton.
(5) Edward Morton is beneficially interested in the Armour
Shares held by Retro Grand Limited because all of Retro Grand
Limited's shares are held on trust for the benefit of Edward
Morton.
(6) Bentinck Securities Ltd is a company wholly owned by Richard
Abraham and his wife.
(7) Of this total, Stuart Mitchell has a beneficial interest in
8,604,423 Consideration Shares.
The shareholdings calculated above assume that none of the
shares held by the Hawk Party are tendered in order to show the
maximum possible holding of Ordinary Shares in the Enlarged Issued
Share Capital of the Company of the Concert Party.
The City Code
The City Code applies to the Company. Under Rule 9 of the City
Code, where any person acquires, whether by a series of
transactions over a period of time or not, an interest in
securities which (taken together with securities already held by
him and securities held or acquired by persons acting in concert
with him) carry 30 per cent. or more of the voting rights of a
company which is subject to the City Code, that person is normally
required to make a general offer to all the holders of any class of
equity share capital.
Rule 9 of the City Code also provides that where any person who,
together with persons acting in concert with him, is interested in
securities which in aggregate carry not less than 30 per cent. but
does not hold securities carrying more than 50 per cent. of the
voting rights of a company which is subject to the City Code, and
such person, or any person acting in concert with him, acquires an
interest in any other securities which increases the percentage of
securities carrying voting rights in which he is interested, then
such person is normally required to make a general offer to all
holders of any class of equity share capital.
An offer under Rule 9 must be in cash and at the highest price
paid within the preceding 12 months company by the person required
to make the offer or any person acting in concert with him.
Rule 9 of the City Code further provides that where any person
who, together with persons acting in concert with him, holds over
50 per cent. of the voting rights of a company, acquires an
interest in shares which carry additional voting rights, then they
will not generally be required to make a general offer to the other
shareholders to acquire the balance of their shares, although
individual members of the Concert Party will not be able to
increase their percentage interests in shares through or between a
Rule 9 threshold without Panel consent.
Under the City Code, the Vendors of OneView are treated as
acting in concert for the purposes of the City Code.
The Concert Party includes Hawk Investments as a Vendor. Through
the holding of the Hawk Party, ALR Morton is deemed to be in
concert with a number of parties which in aggregate hold 62,718,210
Existing Ordinary Shares, representing approximately 64.6 per cent.
of the entire Existing Ordinary Shares of the Company.
Pursuant to the Acquisition Agreement the Vendors will receive
Vendor Shares. Accordingly immediately following Admission, the
Concert Party will own 72.4 per cent of the Enlarged Issued Share
Capital on the basis that no shares are tendered by the Concert
Party.
Dispensation from Rule 9 of the City Code in relation to the
Proposals
The Concert Party's acquisition of Vendor Shares pursuant to the
Acquisition would normally result in the Concert Party having to
make a general offer to Shareholders pursuant to Rule 9 of the City
Code.
Under Note 1 on the Notes on the Dispensations from Rule 9 of
the City Code, the Panel will normally waive the requirement for a
general offer to be made in accordance with Rule 9 of the City Code
if Independent Shareholders pass an ordinary resolution on a poll
at a general meeting approving such a waiver.
The Panel has agreed, subject to the approval of Independent
Shareholders on a poll at the General Meeting, to waive the
obligation for the Concert Party to make a general offer that would
otherwise arise as a result of the Concert Party acquiring the
Consideration Shares.
(MORE TO FOLLOW) Dow Jones Newswires
February 26, 2016 04:00 ET (09:00 GMT)
Accordingly the Whitewash Resolution (Resolution 1) is being
proposed at the General Meeting and will be taken on a poll by
Independent Shareholders. The members of the Concert Party will not
vote in relation to Resolution 1.
Shareholders should also be aware that if the Resolutions are
passed, the Concert Party will not be restricted from making an
offer for the Company.
WORKING CAPITAL
The Existing Directors and Proposed Directors are of the
opinion, having made due and careful enquiry, that, taking into
account the existing cash resources available to the Enlarged
Group, the working capital available to the Enlarged Group will be
sufficient for its present requirements, that is for at least the
next 12 months from the date of Admission.
DIVIDEND POLICY
The Enlarged Group will primarily seek to achieve capital growth
for its Shareholders and it is the New Board's intention during the
current phase of the Enlarged Group's development to retain future
distributable profits and only recommend dividends when appropriate
and practicable.
GENERAL MEETING
The notice convening the General Meeting is set out at the end
of the Admission Document which will be posted to shareholders
later today. A General Meeting has been convened for 10.00 a.m. on
14 March 2016 to be held at the offices of Arnold & Porter (UK)
LLP, Tower 42, 25 Old Broad Street, London EC2N 1QH for the purpose
of considering and, if thought fit, passing the following
resolutions:
Ordinary Resolutions to:
1. approve the Waiver;
2. approve the Acquisition;
3. approve the Disposal;
4. approve the Repurchase Contract; and
5. authorise the Directors to allot relevant equity securities
under section 551 of the Companies Act.
Special Resolutions to:
6. disapply statutory pre-emption rights;
7. change the name of the Company to OneView Group Plc; and
8. adopt new Articles of Association.
The new Articles of Association are in substantially the same
form as the existing Articles of Association, save that references
to the deferred shares, which were cancelled in 2015, have been
deleted. In addition, the new Articles include a provision that
states that the Company may stop sending notices to any shareholder
after two consecutive notices have been sent to the shareholder's
registered address and been returned undelivered. The shareholder
will not be entitled to receive any more notices or other
communication until they have given the Company a new registered
address (or address for service in the UK).
To be passed Resolutions 1 to 5 require a majority of more than
50% and Resolutions 6 to 8 will require a majority of not less than
75% of the Shareholders voting in person or by proxy in favour of
each Resolution. In accordance to the requirements of the Panel,
Resolution 1 shall be taken on a poll of Independent Shareholders
only.
ADMISSION AND CREST SETTLEMENT
As the Acquisition constitutes a reverse takeover under the AIM
Rules for Companies, Shareholder consent to the Acquisition is
required at the General Meeting. If the Resolutions are duly passed
at the General Meeting, the admission of the Company's Existing
Ordinary Shares to trading on AIM will be cancelled (immediately
prior to Admission) and the Enlarged Issued Share Capital will be
admitted to trading on AIM on Admission.
Application will be made to the London Stock Exchange for the
Enlarged Issued Share Capital to be admitted to trading on AIM.
Admission is expected to take place at 8.00 a.m. on 21 March
2016.
CREST is a paperless settlement procedure enabling securities to
be evidenced otherwise than by a certificate and transferred
otherwise than by a written instrument in accordance with the
requirements of CREST. The Articles permit the holding and transfer
of Ordinary Shares to be evidenced in uncertificated form in
accordance with the requirement of CREST. The New Ordinary Shares
are eligible for CREST settlement. Accordingly, following
Admission, settlement of transactions in Ordinary Shares may take
place within the CREST system if the relevant Shareholder so
wishes. CREST is a voluntary system and Shareholders who wish to
receive and retain share certificates will be able to do so.
IRREVOCABLE UNDERTAKINGS TO APPROVE THE PROPOSALS
Independent Shareholders have given irrevocable undertakings to
the Company to vote in favour of all the Resolutions to be proposed
at the General Meeting (and, where relevant, to procure that such
action is taken by the relevant registered holders if that is not
them) in respect of their holdings totalling, in aggregate,
5,131,933 Existing Ordinary Shares, representing approximately 5.29
per cent. of the Existing Share Capital.
RECOMMENDATION
As described in the Admission Document which will be posted to
shareholders later today, I, the Independent Director, having been
so advised by finnCap as the independent financial adviser to the
Company for the purposes of Rule 3 of the City Code, consider the
Proposals, save for the Tender Offer as detailed below, to be fair
and reasonable and in the best interests of Independent
Shareholders and the Company as a whole. In advising me as the
Independent Director, finnCap has taken into account my commercial
assessments. I recommend that you vote in favour of the
Resolutions.
I am making no recommendation to Qualifying Shareholders in
relation to participation in the Tender Offer itself. Whether or
not Qualifying Shareholders decide to tender their Ordinary Shares
will depend, amongst other things, on their view of the Company's
prospects and on their own individual circumstances (including
their own tax position).
If you are in any doubt as to the action you should take, you
are recommended to seek your own independent advice.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Publication of Admission Document 26 February 2016
Latest time and date for receipt 10.00 a.m. on
of Forms of Proxy in connection 10 March 2016
with the General Meeting
Latest time and date for receipt 10.00 a.m. on
of CREST Proxy Instructions in 10 March 2016
connection with the General Meeting
Latest time and date for receipt 1.00 p.m. on 11
of Tender Forms and TTE Instructions March 2016
from CREST Shareholders
Record Time for the Tender Offer 5.30 p.m. on 11
March 2016
General Meeting 10.00 a.m. on
14 March 2016
Results of General Meeting and by 5.00 p.m. on
Tender Offer 14 March 2016
Completion of the Tender Offer 15 March 2016
and the Repurchase
Admission effective and dealings 8.00 a.m. on 21
in the Enlarged Issued Share Capital March 2016
to commence on AIM
Completion of the Acquisition 21 March 2016
Payment through CREST for uncertificated Week commencing
Ordinary Shares repurchased pursuant 28 March 2016
to the Tender Offer and CREST
accounts credited with uncertificated
Ordinary Shares unsuccessfully
tendered
Cheques despatched for certificated Week commencing
Ordinary Shares repurchased pursuant 28 March 2016
to the Tender Offer and despatch
of balance share certificates
for unsold certificated Ordinary
Shares
ADMISSION AND ACQUISITION STATISTICS
Number of Existing Ordinary Shares
in issue at the date of this Announcement 97,051,496
Number of Existing Ordinary Shares
to be repurchased by the Company under
the proposed Tender Offer 22,392,875
Number of Existing Ordinary Shares
in issue following the Tender Offer 74,658,621
Issue Price and price at which Tender
Offer is to be made 5p
Number of Vendor Shares to be issued
on Completion of the Acquisition 276,346,760
Number of Option Shares (which shall
be issued upon exercise by the holders
of the OneView options) 28,916,398
Total Consideration Shares 305,263,158
Number of Ordinary Shares in issue
immediately following the Tender Offer,
the Acquisition and Admission 351,005,381
Percentage of Enlarged Issued Share 78.7 per
Capital represented by the Vendor Shares cent.
Percentage of Enlarged Issued Share 8.2 per cent.
Capital represented by the Option Shares
Market capitalisation immediately following GBP17.55
the Acquisition and Admission million
"Accountants' Report" the report on the historical
financial information
relating to OneView prepared
by BDO LLP
"Acquisition" the Company's proposed
acquisition, through Newco,
of the entire issued share
capital of OneView pursuant
to the terms of the Acquisition
Agreement
"Acquisition Agreement" the conditional agreement
between the Company, Newco,
and OneView relating to
the Acquisition
"Acquisition Resolution" the resolution numbered
2 as set out in the Notice
of General Meeting
"Admission" admission of the Enlarged
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February 26, 2016 04:00 ET (09:00 GMT)
Issued Share Capital to
trading on AIM and such
admission becoming effective
in accordance with the
AIM Rules
"Admission Agreement" the conditional agreement
dated 26 February 2016
made between the Company,
the Existing Directors,
the Proposed Directors
and finnCap relating to
Admission
"AHEL" Armour Home Electronics
Limited (incorporated
and registered in England
and Wales with company
number 01530915)
"AIM" the market of that name
operated by the London
Stock Exchange
"AIM Rules for Companies" the rules for companies
or "AIM Rules" whose securities are admitted
to trading on AIM, as
published by the London
Stock Exchange from time
to time
"AIM Rules for Nominated the rules setting out
Advisers" the eligibility requirements,
ongoing obligations and
certain disciplinary matters
in relation to nominated
advisers, as published
by the London Stock Exchange
from time to time
"Alphason Designs" or Alphason Designs Limited
"AD" (incorporated and registered
in England and Wales with
company number 01893644)
"ALR Morton" Arthur Leonard Robert
(Bob) Morton, Executive
Chairman of the Company
"Armour Home" AHEL, AHK, AD, MS, GP
and QED together
"Armour Hong Kong" or Armour Hong Kong Limited
"AHK" (incorporated and registered
in Hong Kong with company
number 1069003)
"Articles of Association" the articles of association
or of the Company adopted
"Articles" on 23 February 2011
"Bentinck Securities" Bentinck Securities Ltd,
a company wholly owned
by proposed Director Richard
Abraham and his wife
"business day" a day (other than Saturdays
or Sundays or public holidays)
on which banks are open
in London for normal banking
business
"Capita Asset Services" a trading name of Capita
Registrars Ltd
"certificated" or "in in relation to an Ordinary
certificated form" Share, recorded on the
Company's Register as
being held in certificated
form (that is not in CREST)
"City Code" the City Code on Takeovers
and Mergers
"Companies Act" the Companies Act 2006,
as amended
"Company" or "Armour" Armour Group plc, a company
incorporated in England
and Wales with registered
number 00803572
"Completion" completion of the Acquisition
in accordance with the
terms of the Acquisition
Agreement
"Concert Party" the Hawk Party and the
Vendor Party who are all
deemed to be acting in
concert
"Concert Party Directors" the directors of each
of Hawk Investments, Seraffina
Holdings Limited, Groundlinks
Limited, Retro Grand Limited,
Hawk Pension Fund Limited
and Lane Capital Group
"Consideration Shares" the Vendor Shares and
the Option Shares
"Corporate Governance the UK Corporate Governance
Code" Code issued by the Financial
Reporting Council, as
in force from time to
time
"CREST" the system for the paperless
settlement of trades in
securities and the holding
of uncertificated securities
operated by Euroclear
in accordance with the
CREST Regulations
"CREST Manual" the rules governing the
operation of CREST, consisting
of the CREST Reference
Manual, the CREST International
Manual, the CREST Central
Counterparty Service Manual,
the CREST Rules, Registrars
Service Standards, Settlement
Discipline Rules, CCSS
Operations Manual, Daily
Timetable, CREST Application
procedure and CREST Glossary
of Terms (all as defined
in the CREST Glossary
of Terms promulgated by
Euroclear on 15 July 1996
and as amended since)
"CREST member" a person who is admitted
to Euroclear as a system-member
(as defined in the CREST
Regulations)
"CREST Regulations" or the Uncertificated Securities
"Regulations" Regulations 2001 (SI 2001
"CREST sponsor" No. 3755), as amended
from time to time a CREST
participant admitted to
CREST as a CREST sponsor
"Disposal" the proposed disposal
to Hawk Investments of
the 25 per cent. equity
interest in Q Acoustics
currently held by Armour
and the transfer of the
Loan to Hawk Investments
"Disposal Agreement" the conditional agreement
between the Company, Armour
Automotive Group Limited
and Hawk Investments relating
to the Disposal
"Disclosure and Transparency the disclosure and transparency
Rules" rules made by the FCA
under Part VI of FSMA
"Enlarged Group" the Company and its subsidiaries
(including OneView and
its subsidiaries) following
the Acquisition
"Enlarged Issued Share the entire issued ordinary
Capital" share capital of the Company
immediately following
Admission comprising the
Existing Ordinary Shares
(other than those repurchased
by the Company pursuant
to the Tender Offer and
cancelled) and the New
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February 26, 2016 04:00 ET (09:00 GMT)
Ordinary Shares
"EU" the European Union
"Euroclear" Euroclear UK & Ireland
Limited
"Existing Directors" the current directors
of the Company, being
ALR Morton and Mark Wilson
"Existing Ordinary Shares" the 97,051,496 Ordinary
Shares that are in issue
at the date of this announcement
"Financial Conduct Authority" the Financial Conduct
or "FCA" Authority of the United
Kingdom acting in its
capacity as the competent
authority for the purposes
of Part VI of FSMA
"finnCap" finnCap Ltd, nominated
adviser and broker to
the Company
"FSMA" the Financial Services
and Markets Act 2000,
as amended
"Fully Diluted Share the entire issued ordinary
Capital" share capital of the Company
following Admission comprising
the Existing Ordinary
Shares (other than those
re-purchased by the Company
pursuant to the Tender
Offer and cancelled),
the New Ordinary Shares
and the Option Shares
"General Meeting" or the general meeting of
"GM" the Company to be held
at the offices of Arnold
& Porter (UK) LLP, Tower
42, 25 Old Broad Street,
London, EC2N 1HQ at 10.00
a.m. on 14 March 2016
"Goldring Products" or Goldring Products Limited
"GP" (incorporated and registered
in England and Wales with
company number 01243730)
"Group" the Company and its subsidiaries
prior to Admission
"Hawk Investments" Hawk Investment Holdings
Limited, a company incorporated
in Guernsey with registered
number 44994, wholly owned
by Mr and Mrs ALR Morton
"Hawk Party" the members of the concert
party as previously disclosed
in the Armour circular
dated 16 January 2015
being Hawk Investments,
ALR Morton, Edward Morton,
Charles Morton, Robert
Morton, Andrew Morton,
Amy Morton, Mavis Morton,
Susan Morton, Hawk Pension
Fund Limited, Groundlinks
Limited, Retro Grand Limited
and Seraffina Holdings
Limited
"HMRC" Her Majesty's Revenue
& Customs
"IFRS" International Financial
Reporting Standards
"IHT" inheritance tax
"Independent Director" Mark Wilson
"Independent Shareholders" holders of Existing Ordinary
Shares who are not members
of the Concert Party
"ISIN" International Securities
Identification Number
"Issue Price" 5 pence per New Ordinary
Share
"Lane Capital" Lane Capital Group Limited,
a company wholly owned
by Proposed Director Gary
Lane and his immediate
family
"Loan" the outstanding loan of
GBP1.15m to AHEL, due
to the Company
"Lock-in Agreements" the lock-in and orderly
marketing agreements dated
26 February entered into
between (1) the Company,
(2) finnCap and (3) the
Locked-in Shareholders
"Locked-in Shareholders" Hawk Investments, Stuart
Mitchell, Gary Lane and
Richard Abraham
"London Stock Exchange" London Stock Exchange
plc
"Myryad Systems" or "MS" Myryad Systems Limited
(incorporated and registered
in England and Wales with
company number 02877962)
"New Board" the board of directors
following Admission, being
the Proposed Directors
and Mark Wilson
"Newco" OneView Commerce Acquisition
Corp., a wholly owned
subsidiary of the Company,
formed for the purpose
of the Acquisition
"New Ordinary Shares" the Vendor Shares
"Official List" the Official List of the
UK Listing Authority
"OneView" OneView Commerce, Inc
"OneView Group" OneView, Enactor Americas,
Inc. and OneView Commerce
DE GmbH, its wholly owned
subsidiaries
"OneView Options" means the existing share
options granted to directors
and employees of OneView
exercisable for shares
in OneView
"Option Shares" 28,916,398 new Ordinary
Shares which, following
the completion of the
Acquisition, will be issued
upon exercise by a holder
of OneView Options
"Ordinary Shares" or ordinary shares with a
"Shares" nominal value of 1 penny
each in the capital of
the Company
"Panel" the Panel on Takeovers
and Mergers
"Proposals" the Disposal, the Acquisition,
the Tender Offer, the
Waiver, the proposed change
of name of the Company
to OneView Group plc and
Admission
"Proposed Directors" the additional directors
of the Company to be appointed
with effect from Admission,
being Stuart Mitchell,
Linda Palanza, Gary Lane,
Richard Abraham and Matthew
Wood
"Prospectus Directive" EU Prospectus Directive
2003/71/EC including any
relevant measure in each
member state of the European
Economic Area that has
implemented Directive
2003/71/EC
"Prospectus Rules" the prospectus rules made
by the FCA under Part
VI of FSMA
"Q Acoustics Limited" Q Acoustics Limited (formerly
or AHE 100 Limited) (incorporated
"Q Acoustics" and registered in England
(MORE TO FOLLOW) Dow Jones Newswires
February 26, 2016 04:00 ET (09:00 GMT)
and Wales with company
number 09104337) whose
registered office is at
Stortford Hall Industrial
Park, Dunmow Road, Bishops
Stortford, Hertfordshire
CM23 5GZ and is owned
in part by George Dexter,
Nicola Wint, Chris Emerson
and Armour Automotive
Group Limited, a 100%
subsidiary of Armour Group
plc
"QED" QED Audio Products Limited
(incorporated and registered
in England and Wales with
company number 02924135)
"Qualifying Shareholders" for the purposes of the
Tender Offer, Shareholders
on the Company's Register
at the Record Time other
than those who are Restricted
Shareholders
"Receiving Agent" Capita Asset Services
of The Registry, 34 Beckenham
Road, Beckenham, Kent
BR3 4TU
"Record Time" 5.30 p.m. on 11 March
2016
"Register" the Company's register
of members
"Registrars" Capita Asset Services
of The Registry, 34 Beckenham
Road, Beckenham, Kent
BR3 4TU
"Relationship Agreement" the relationship agreement
dated 26 February 2016
between (1) the Company,
(2) finnCap and
(3) Stuart Mitchell
"Repurchase" the purchase by the Company
of 22,392,875 Ordinary
Shares by way of an off
market purchase pursuant
to the Repurchase Agreement
"Repurchase Agreement" the agreement dated 26
February 2016 between
the Company and finnCap
for the repurchase by
the Company of the Ordinary
Shares purchased by finnCap
pursuant to the Tender
Offer (or otherwise a
corresponding number of
Ordinary Shares) by way
of an off market purchase
"Resolutions" the resolutions set out
in the Notice of General
Meeting
"Restricted Jurisdiction" each of the United States,
Canada, Australia, New
Zealand, South Africa
and Japan and any other
jurisdiction where the
mailing of the admission
document and any related
documents into or inside
such jurisdiction would
constitute a violation
of the laws of such jurisdiction
"Restricted Shareholder" a Shareholder with a registered
address in a Restricted
Jurisdiction
"SDRT" stamp duty reserve tax
"Shareholders" holders of Existing Ordinary
Shares
"Subsidiaries" the subsidiaries of OneView
at the date of this announcement
"tender" and "tendered" refers to tenders by Qualifying
Shareholders of Ordinary
Shares pursuant to the
Tender Offer
"Tender Form" the tender form issued
with the admission document
to Shareholders for use
in respect of Ordinary
Shares held in certificated
form
"Tender Offer" the invitation by finnCap
to Qualifying Shareholders
to tender Ordinary Shares
for sale to finnCap on
the terms and subject
to the conditions set
out in the admission document
and, in the case of Ordinary
Shares held in certificated
form only, in the Tender
Form
"Tender Offer Entitlement" the entitlement of a Qualifying
Shareholder to sell, under
the Tender Offer, 23.1
per cent. of the Ordinary
Shares registered in his
name at the Record Time
(rounded down to the nearest
whole Ordinary Share)
"Tender Offer Closing 1.00 p.m. on 11 March
Date" 2016
"Tender Offer Price" the price of 5 pence per
Ordinary Share, being
the price at which finnCap
is to purchase Ordinary
Shares under the Tender
Offer
"Tender Offer Record 5.30 p.m. on 11 March
Date" 2016
"TFE instruction" a transfer from escrow
instruction (as defined
by the CREST manual issued
by Euroclear)
"TTE instruction" a transfer to escrow instruction
(as defined by the CREST
manual issued by Euroclear)
"TIDM" tradable instrument display
mnemonic
"United Kingdom" or "UK" the United Kingdom of
Great Britain and Northern
Ireland
"UK Listing Authority" the FCA acting in its
capacity as the competent
authority for the purposes
of Part VI of FSMA
"uncertificated" or "in in relation to an Ordinary
uncertificated form" Share, recorded on the
Company's Register as
being held in uncertificated
form in CREST and title
to which may be transferred
by means of CREST
"US" or "United States" the United States of America
"VAT" value added tax
"Vendor Party" certain of the Vendors
namely Stuart Mitchell,
Lane Capital Group, Richard
Abraham, Linda Palanza,
Alexandria Johnson, Edward
Mitchell and Tod Johnson
"Vendor Shares" 276,346,760 new Ordinary
Shares to be allotted
and issued by the Company
on Completion to the Vendors
pursuant to the Acquisition
Agreement. This includes
28,362,573 new Ordinary
Shares to be allotted
in respect of the warrants
held by certain vendors
"Vendors" the shareholders of OneView
(MORE TO FOLLOW) Dow Jones Newswires
February 26, 2016 04:00 ET (09:00 GMT)
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