TIDMAFN
RNS Number : 6759I
ADVFN PLC
06 December 2022
THIS ANNOUNCEMENT, INCLUDING THE APPICES TO THIS ANNOUNCEMENT,
AND THE INFORMATION CONTAINED IN IT, IS RESTRICTED AND IS NOT FOR
PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA,
JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN
WHICH IT WOULD BE UNLAWFUL TO DO SO.
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY
THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER
ARTICLE 7 OF THE EU REGULATION 596/2014 AS IT FORMS PART OF THE UK
LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018
("MAR").
6 December 2022
ADVFN plc
("ADVFN" or the "Company")
OPEN OFFER AT AN ISSUE PRICE OF 33 PENCE PER ORDINARY SHARE
AND ONE OPEN OFFER WARRANT FOR EVERY THREE OPEN OFFER SHARES
ADVFN plc is announcing a proposed equity fundraise of up to
approximately GBP6.82 million, before expenses, through an Open
Offer.
The Company is providing an opportunity for Qualifying
Shareholders to subscribe at an Issue Price of 33 pence per Open
Offer Share on the basis of 11 Open Offer Shares for every 14
Existing Ordinary Shares for an aggregate of up to 20,676,322 Open
Offer Shares to raise up to approximately GBP6.82 million (before
expenses). Qualifying Shareholders may also apply for Excess Shares
through an Excess Application Facility. To the extent there are
Open Offer Shares that are not taken up by Qualifying Shareholders
through the Open Offer and the Excess Application Facility, the
Company is in discussions with new investors who have indicated an
interest in subscribing for such Open Offer Shares at the Issue
Price. The Open Offer is not being underwritten.
In addition, the Company will issue the Open Offer Warrants to
all Qualifying Shareholders under the Open Offer on the basis of
one (1) Open Offer Warrant for every three (3) Open Offer Shares
successfully subscribed for. Holders of Open Offer Warrants may
exercise the Open Offer Warrants at an exercise price of sixty
pence (GBP0.60) per Ordinary Share on or before 6 December
2026.
The Open Offer is conditional on Admission and the Company
raising at least GBP2 million from existing shareholders and from
new investors.
The expected timetable of principal events is set out in
Appendix I of this Announcement.
A Circular containing details of the Open Offer and (for
Qualifying Non-CREST Shareholders) an Open Offer Application Form
will be despatched to Shareholders shortly and will be available
after that time on the Company's website at
https://advfnplc.com.
The expected timetable of principal events is set out in
Appendix I to this Announcement and details of the Open Offer are
set out in Appendix II to this Announcement. Set out below in
Appendix III to this Announcement is an adapted extract from the
Circular that is proposed to be sent to Shareholders by close of
business on 6 December 2022 and also published on the Company's
website. Capitalised terms have the meaning set out in Appendix
IV.
A copy of this announcement is available on the Company's
website, www.advfnplc.com.
For further information please contact:
ADVFN plc
Amit Tauman (CEO) +44 (0) 203 8794 460
Beaumont Cornish Limited
(Nominated Adviser)
Michael Cornish
Roland Cornish +44 (0) 207 628 3396
Peterhouse Capital Limited
(Broker)
Eran Zucker +44 (0) 207 469 0930
IMPORTANT NOTICES
Beaumont Cornish Limited ("Beaumont Cornish"), which is
authorised and regulated in the United Kingdom by the FCA and is a
member of the London Stock Exchange, is the Company's nominated
adviser for the purposes of the AIM Rules. Beaumont Cornish is
acting exclusively for the Company and will not regard any other
person (whether or not a recipient of this announcement) as a
client and will not be responsible to anyone other than the Company
for providing the protections afforded to its clients nor for
providing advice in relation to the contents of this document or
any other matter referred to herein. Beaumont Cornish's
responsibilities as the Company's nominated adviser under the AIM
Rules for Nominated Advisers are owed to the London Stock Exchange
and not to any other person and in particular, but without
limitation, in respect of their decision to acquire Open Offer
Shares or Open Offer Warrants in reliance on any part of this
announcement. Beaumont Cornish has not authorised the contents of
this announcement for any purpose and no liability whatsoever is
accepted by Beaumont Cornish nor does it make any representation or
warranty, express or implied, as to the accuracy of any information
or opinion contained in this announcement or for the omission of
any information. Beaumont Cornish expressly disclaims all and any
responsibility or liability whether arising in tort, contract or
otherwise which it might otherwise have in respect of this
announcement.
Peterhouse House Capital Limited ("Peterhouse"), which is
authorised and regulated in the United Kingdom by the FCA and is a
member of the London Stock Exchange, is the Company's broker for
the purposes of the AIM Rules. Peterhouse is acting exclusively for
the Company and will not regard any other person (whether or not a
recipient of this announcement) as a client and will not be
responsible to anyone other than the Company for providing the
protections afforded to its clients nor for providing advice in
relation to the contents of this announcement or any other matter
referred to herein. Peterhouse has not authorised the contents of
this announcement for any purpose and no liability whatsoever is
accepted by Peterhouse nor does it make any representation or
warranty, express or implied, as to the accuracy of any information
or opinion contained in this announcement or for the omission of
any information. Peterhouse expressly disclaims all and any
responsibility or liability whether arising in tort, contract or
otherwise which it might otherwise have in respect of this
announcement.
No representation, responsibility or warranty, expressed or
implied, is made by ADVFN plc, Beaumont Cornish, Peterhouse or any
of their respective directors, officers, employees or agents as to
any of the contents of this announcement in connection with the
Open Offer or any other matter referred to in this
announcement.
Notice to overseas persons
The distribution of this announcement, the Open Offer Document
and/or the Application Form in jurisdictions other than the United
Kingdom may be restricted by applicable laws or regulations. This
announcement does not constitute an offer to sell or an invitation
to subscribe for, or solicitation of an offer to subscribe for or
buy Open Offer Shares to any person in any jurisdiction to whom it
is unlawful to make such offer or solicitation.
Neither the Open Offer Shares nor the Open Offer Warrants have
been, and will not be, registered under the Securities Act or
qualified for sale under the laws of any state of the United States
or under the applicable laws of any of Canada, Australia, Japan or
the Republic of South Africa and, subject to certain exceptions,
may not be offered or sold in the United States or to, or for the
account or benefit of, US persons (as such term is defined in
Regulation S under the Securities Act) or to any national, resident
or citizen of Canada, Australia, Japan or Republic of South
Africa.
In respect of the offering in Israel of the securities offered
hereunder, this Open Offer Document has not been approved by the
Israeli Securities Authority, and that any offer in Israel is
limited exclusively to special types of investors enumerated in the
first schedule of the Israeli Securities Law, 5728-1968 (known as
"Qualified Investors") and to certain non-qualified investors, as
permitted under such Law. Further, the Company may require, as a
condition to the purchase of the offered securities by an Israeli
offeree, that such offeree executes additional agreements and
certifications, and provides such additional information, as may be
required to comply with Israeli law. This announcement may not be
reproduced or used for any other purpose, nor be furnished to any
person in Israel other than those to whom copies have been
specifically provided by the Company. By purchasing securities
offered hereunder, any such offeree confirms that it is purchasing
the same for its own benefit and account, and not with the aim or
intention of distributing or offering such securities to other
parties. All offerees are encouraged to seek competent investment
advice from a locally licensed investment advisor prior to making
any investment.
Neither the Open Offer Shares nor the Open Offer Warrants have
been and will not be registered under the United States Securities
Act of 1933, as amended, or under the applicable securities laws of
any state or other jurisdiction of the United States or qualified
for distribution under any applicable securities laws in any other
Restricted Jurisdiction. The Open Offer Shares may not be offered,
sold, taken up, resold, transferred or delivered, directly or
indirectly, within, into or in the United States except pursuant to
an applicable exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and in
compliance with the securities laws of any state or other
jurisdiction of the United States. The Open Offer Shares and Open
Offer Warrants are being offered and sold either: (i) outside the
United States in offshore transactions within the meaning of, and
in accordance with, the safe harbour from the registration
requirements in Regulation S under the Securities Act; or (ii) in
the United States in private placement transactions not involving
any public offering in reliance on the exemption from the
registration requirements of Section 5 of the Securities Act
provided by Section 4(2) under the Securities Act or another
applicable exemption therefrom. There will be no public offer of
the Open Offer Shares in the United States.
None of the Open Offer Shares or Open Offer Warrants, the
Application Form, this announcement nor any other document
connected with the Open Offer has been nor will be approved or
disapproved by the United States Securities and Exchange Commission
nor by the securities commissions of any state or other
jurisdiction of the United States or any other regulatory
authority, nor have any of the foregoing authorities or any
securities commission passed upon or endorsed the merits of the
offering of the Open Offer Shares nor Open Offer Warrants, the
Application Form or the accuracy nor adequacy of this announcement
nor any other document connected with the Open Offer. Any
representation to the contrary is a criminal offence.
The ability of Qualifying Shareholders to participate in the
Open Offer may be restricted in certain jurisdictions. The
attention of Overseas Shareholders is drawn to paragraph 6 of Part
III "Terms and conditions of the Open Offer" of the Open Offer
Document.
APPIX I
EXPECTED TIMETABLE FOR THE OPEN OFFER
2022
Record Date for the Open Offer 5.00 p.m. on 5 December
Announcement of the Open Offer 7.00 a.m. on 6 December
Publication and posting of this document, 6 December
and, in respect of Qualifying Non-CREST
Shareholders, the Application Form
Publication of notice of the Open Offer 6 December
in the London Gazette
Existing Ordinary Shares marked "ex" by 8.00 a.m. on 6 December
the London Stock Exchange
Open Offer Entitlements and Excess CREST 8.00 a.m. on 7 December
Open Offer Entitlements credited to CREST
stock accounts of Qualifying CREST Shareholders
or as soon possible thereafter
Recommended latest time and date for requesting 4.30 p.m. on 15 December
withdrawal of Open Offer Entitlements and
Excess CREST Open Offer Entitlements from
CREST
Latest time and date for depositing Open 3.00 p.m. on 16 December
Offer Entitlements and Excess CREST Open
Offer Entitlements into CREST
Latest time and date for splitting Application 3.00 p.m. on 19 December
Forms (to satisfy bona fide market claims
in relation to Open Offer Entitlements
only)
Latest time and date for receipt of completed 11.00 a.m. on 21 December
Application Forms and payment in full under
the Open Offer or settlement of the relevant
CREST instructions (as appropriate)
Announcement of results of Open Offer 7.00 a.m. on 22 December
Expected date when Admission is effective 8.00 a.m. on 23 December
and dealings in the Open Offer Shares on
AIM
Open Offer Shares credited to CREST stock 23 December
accounts
Expected date for crediting of the Open 23 December
Offer Warrants in uncertificated form to
CREST
Despatch of definitive share certificates Week commencing 2
in respect of Open Offer Shares and warrant January 2023
certificates in respect of Open Offer Warrants
to be issued in certificated form
Notes:
(i) References to times in this document are to London time (unless otherwise stated).
(ii) If any of the above times or dates should change, the
revised times and/or dates will be notified by an announcement to
an RIS.
(iii) The timing of the events in the above timetable and in the
rest of this document is indicative only.
(iv) In order to subscribe for Open Offer Shares under the Open
Offer, Qualifying Shareholders will need to follow the procedure
set out in Part III "Terms and conditions of the Open Offer" of
this document and, where relevant, complete the accompanying
Application Form. If Qualifying Shareholders have any queries on
the procedure for acceptance and payment, or wish to request
another Application Form, they should contact Neville Registrars on
0121 585 1131 or if calling from outside the UK on +44 121 585
1131. Calls to the Neville Registrars' help lines are charged at
your provider's standard rates for national or, as the case may be,
international calls. Different charges may apply to calls made from
mobile telephones and calls may be recorded and monitored randomly
for security and training purposes. Neville Registrars cannot
provide advice on the merits of the Open Offer nor give any
financial, legal or tax advice.
APPIX II
OPEN OFFER STATISTICS
Closing mid-market price per Existing Ordinary Share 47.5 pence
on 5 December 2022
Issue Price 33 pence
Discount to market price of 47.5 pence 30.5 per cent.
per Existing Ordinary Share(1)
Number of Existing Ordinary Shares in issue 26,315,319
Number of Open Offer Shares to be offered
for subscription by Qualifying Shareholders 20,676,322
Expected proceeds of the Open Offer (before GBP6.82 million
expenses)(2)
Enlarged Issued Share Capital following
Admission(2) 46,991,641
Estimated net proceeds of the Open Offer(2) GBP6.68 million
Open Offer statistics
Basic Entitlement under the Open Offer 11 Open Offer Shares
for every 14 Existing
Ordinary Shares
Percentage of Enlarged Issued Share Capital 44.0 per cent.
represented by the Open Offer Shares(2)
Open Offer Basic Entitlements ISIN GB00BPG41528
Open Offer Excess Entitlements ISIN GB00BPG41635
LEI 21380042SDV1E1ZVIY40
Open Offer Warrant statistics
Number of Open Offer Warrants to be issued 6,892,107
Exercise price per share under each Open 60 pence
Offer Warrant
Basis of Open Offer Warrants One Open Offer Warrant
for every three Open
Offer Shares subscribed
Notes:
1. Based on the closing mid-market price on 5 December 2022,
being the last practicable date prior to the publication of this
announcement
2. Assuming full subscription under the Open Offer
APPIX III
EXTRACT FROM THE COMPANY'S CIRCULAR TO SHAREHOLDERS
LETTER FROM THE NON-EXECUTIVE CHAIR OF ADVFN PLC
(incorporated and registered in England and Wales under number
02374988)
Directors: Registered Office:
Lord David Gold, Non-Executive Chair Suite 28 Ongar Business
Centre
Amit Tauman, Chief Executive Officer The Gables. Fyfield
Road
Jonathan Mullins, Chief Financial and Technical Officer Ongar,
England
Matthew Collom, Executive Director (Sales) CM5 0GA
Anthony Wollenberg, Non-Executive Director
6 December 2022
Dear Shareholder
OPEN OFFER AT AN ISSUE PRICE OF 33 PENCE PER ORDINARY SHARE AND
ONE OPEN
OFFER WARRANT FOR EVERY THREE OPEN OFFER SHARES
1. Introduction
The Company wishes to undertake an Open Offer and is providing
an opportunity for Qualifying Shareholders to subscribe at an Issue
Price of 33 pence per Open Offer Share on the basis of 11 Open
Offer Shares for every 14 Existing Ordinary Shares for an aggregate
of up to 20,676,322 Open Offer Shares to raise up to approximately
GBP6.82 million (before expenses).
Qualifying Shareholders may also apply for Excess Shares through
an Excess Application Facility. To the extent there are Open Offer
Shares that are not taken up by Qualifying Shareholders through the
Excess Application Facility, the Company is in discussions with new
investors who have indicated an interest in subscribing for such
Open Offer Shares at the Issue Price. The Open Offer is not being
underwritten.
In addition, the Company will issue the Open Offer Warrants to
all Qualifying Shareholders under the Open Offer on the basis of
one (1) Open Offer Warrant for every three (3) Open Offer Shares
successfully subscribed for. Holders of Open Offer Warrants may
exercise the Open Offer Warrants at an exercise price of sixty
pence (GBP0.60) per Ordinary Share any time on or before 6 December
2026.
The net proceeds of the Fundraise will be used by the Company as
follows.
If the Company raises the minimum amount of at least GBP2
million, it will utilise these funds to develop new products and
tools, including a new user facing mobile app, as well as improving
and enhancing the Company's existing offering with a focus on
design and user experience as well as strengthening the balance
sheet and providing working capital.
Any additional amounts raised by the Company through the
Fundraise will be used to develop a more comprehensive offering of
products, content, marketing and international expansion to new
strategic territories.
Further details on the Company's strategic objectives are set
out in paragraph 2 of this Part I.
In addition to the Open Offer and subject to Board approval, the
Company is considering implementing a new share scheme for
employees of the Company.
2. Strategic objectives
The Directors have identified three key areas for the Company to
develop over the next 24 to 36 months using the proceeds of the
Open Offer. The strategic objectives primarily focus on growing the
Company's core businesses while also allowing Company to explore
related business areas.
-- Improving the existing platform: A refresh and re-design of
the Company's platform to create a data driven culture to increase
activity on the Company's website and help to foster better
investor relations.
-- Growing the investor community: To grow its subscription
base, the Company intends to utilise the proceeds of the Open Offer
to develop new social interaction tools that will allow investors
to be better connected across the Company's platform.
-- International expansion and joint ventures: The Company may
seek to explore certain acquisitions to complement its existing
offering to day traders and retail investors. The Company intends
to partner with either media owners from the private investor
sector to create a site offering IPO and investment opportunities
targeted at private investors, or to form a joint venture with a
proven business model regarding investor relations. The Company is
proactive in evaluating acquisition opportunities from time to
time, however the Company is not currently pursuing any specific
acquisitions or joint ventures.
3. Details of the Open Offer
The Company is conditionally raising up to GBP6.82 million
(before expenses) pursuant to the Open Offer (assuming full take up
of the Open Offer) through the issue of up to 20,676,322 Open Offer
Shares at the Issue Price of 33 pence per Open Offer Share.
Qualifying Shareholders may apply for their Open Offer
Entitlement under the Open Offer pro rata to their holdings of
Existing Ordinary Shares as at the Record Date at the Issue Price
on the following basis:
11 Open Offer Shares for every 14 Existing Ordinary Shares
held
The Issue Price of 33 pence per Open Offer Share represents a
discount of approximately 30.5 per cent. to the closing price on
the Latest Practicable Date, and a discount of approximately 36.2
per cent. to the volume weighted average price of 51.75 pence per
Ordinary Share for the 90-day period to 5 December 2022. In setting
the Issue Price, the Directors have considered the process by which
the Open Offer Shares need to be offered to Qualifying Shareholders
to ensure the success of the Open Offer and raise a significant
level of equity compared to the market capitalisation of the
Company. The Directors believe that both the Issue Price and the
discount are appropriate.
Any Open Offer Shares not applied for by Qualifying Shareholders
will be available to other Qualifying Shareholders, provided they
have taken up their Open Offer Entitlement in full, under the
Excess Application Facility. The Excess Application Facility
enables Qualifying Shareholders to apply for further Open Offer
Shares in excess of their Open Offer Entitlement.
To the extent there are Open Offer Shares that are not taken up
by Qualifying Shareholders through the Excess Application Facility,
the Company is in discussions with new investors who have indicated
an interest in subscribing for such Open Offer Shares at the Issue
Price. The Open Offer is not being underwritten.
The attention of Overseas Shareholders is drawn to paragraph 6
of Part III "Terms and conditions of the Open Offer" of this
document. The Open Offer will be made to Overseas Shareholders by
means of a notice in the London Gazette.
Application will be made to the London Stock Exchange for the
Open Offer Shares to be admitted to trading on AIM. It is expected
that Admission will become effective and that dealings will
commence at 8.00 a.m. on 23 December 2022. Further information in
respect of settlement and dealings in the Open Offer Shares is set
out in Part III "Terms and conditions of the Open Offer" of this
document.
Entitlements of Qualifying Shareholders will be rounded down to
the nearest whole number of Open Offer Shares with fractional
entitlements being aggregated and made available under the Excess
Application Facility.
Valid applications by Qualifying Non-CREST Shareholders will be
satisfied in full up to their Open Offer Entitlements as shown on
the Application Form.
Applicants can apply for less or more than their entitlements
under the Open Offer, but the Company cannot guarantee that any
application for Excess Shares under the Excess Application Facility
will be satisfied as this will depend in part on the extent to
which other Qualifying Shareholders apply for less than or more
than their own Open Offer Entitlements. If applications under the
Excess Application Facility are received for more than the total
number of Open Offer Shares available following take up of Open
Offer Entitlements, the Excess Shares will be scaled back in such
manner as the Directors may determine in their absolute discretion
and no assurance can be given that excess applications by
Qualifying Shareholders will be met in full or in part or at
all.
Qualifying Shareholders should be aware that the Open Offer is
not a rights issue. Qualifying Non-CREST Shareholders should also
note that their respective Application Forms are not negotiable
documents and cannot be traded. Open Offer Shares not applied for
under the Open Offer will not be sold in the market for the benefit
of those who do not apply under the Open Offer.
An application has been made for the Open Offer Entitlements to
be admitted to CREST. It is expected that such Open Offer
Entitlements will be credited to CREST on 7 December 2022. The Open
Offer Entitlements will be enabled for settlement in CREST until
11.00 a.m. on 21 December 2022. Applications through the CREST
system may only be made by the Qualifying CREST Shareholder
originally entitled or by a person entitled by virtue of bona fide
market claims. The Open Offer Shares must be paid in full on
application. The latest time and date for receipt of completed
Application Forms or CREST applications and payment in respect of
the Open Offer is 11.00 a.m. on 21 December 2022.
The Open Offer is conditional on Admission and the Company
raising at least GBP2 million from existing shareholders and from
new investors to the extent there are any Open Offer Shares that
are not taken up by Qualifying Shareholders through the Excess
Application Facility. It is expected that Admission will occur and
dealings in the Open Offer Shares will commence on or around 8.00
a.m. on 23 December 2022.
Accordingly, if the conditions to the Open Offer are not
satisfied or waived (where capable of waiver), the Open Offer will
not proceed and the Open Offer Shares and Open Offer Warrants will
not be issued and all monies received by the Receiving Agent will
be returned to the applicants (at the applicant's risk and without
interest) as soon as possible, but within 14 days thereafter. Any
Open Offer Entitlements admitted to CREST will thereafter be
disabled.
The Open Offer Shares will be fully paid and shall rank pari
passu in all respects with all other Ordinary Shares then in issue,
including the right to receive all dividends and other
distributions declared, made or paid after the date of their
allotment.
Two of the Company's largest shareholders, Mr Yair Tauman and Mr
Amit Tauman (together the Taumans), together hold Ordinary Shares
representing 19.22 per cent. of the Company's issued share capital.
As one of the Company's subsidiaries, All IPO plc, is regulated by
the FCA, the Taumans have obtained approval under section 185 of
the Financial Services and Markets Act 2000 to hold up to 20 per
cent. of the Company's issued share capital. As, under the Open
Offer, the Taumans intend to subscribe for Ordinary Shares that
could result in them collectively holding in excess of 20 per cent.
of the Company's issued share capital, the Taumans have applied to
the FCA for further approval to hold up to 29.9 per cent. of the
Company's issued share capital (the FCA Approval). The Taumans and
the Company have agreed that the number of Ordinary Shares issued
to the Tauman's under the Open Offer (including through the Excess
Application Facility) shall be limited to such number of Ordinary
Shares that will result in the Taumans holding no more than 20 per
cent. of the Company's issued share capital with the issue of the
balance of any Ordinary Shares subscribed for by the Taumans being
conditional upon the receipt of the FCA Approval.
Further details of the Open Offer and the terms and conditions
on which it is being made, including the procedure for application
and payment, are contained in Part III "Terms and conditions of the
Open Offer" of this document and on the accompanying Application
Form.
Excess Application Facility
The Excess Application Facility will enable Qualifying
Shareholders, provided that they take up their Open Offer
Entitlement in full, to apply for Excess Shares.
Qualifying Non-CREST Shareholders who wish to apply to acquire
more than their Open Offer Entitlement should complete the relevant
sections on the Application Form. Qualifying CREST Shareholders
will have Excess CREST Open Offer Entitlements credited to their
stock account in CREST and should refer to paragraph 3.2(k) of Part
III - Terms and conditions of the Open Offer of this Document for
information on how to apply for Excess Shares pursuant to the
Excess Application Facility.
Excess Shares will be available only and to the extent that
other Qualifying Shareholders do not make applications for their
Open Offer Entitlements or make applications for less than their
total Open Offer Entitlements. Once the Company has satisfied the
subscriptions by Qualifying Shareholders under their respective
Open Offer Entitlements, the Company will reduce the applications
for Excess Shares pro rata to the number of Excess Shares which
Qualifying Shareholders apply for under the Excess Application
Facility.
If applications are made for less than all of the Open Offer
Shares available, then the lower number of Open Offer Shares will
be issued, and any outstanding Open Offer Entitlements will
lapse.
No allocations of Open Offer Shares will be made to Qualifying
Shareholders where such Open Offer Shares would result in any
person or persons acquiring or increasing control of the Company
within the meaning given in sections 181 and 182 of FSMA, without
the relevant regulatory approval of such acquisition or increase of
control having first been obtained and not having expired prior to
such exercise. Unless the Company is satisfied that such valid
approval has been obtained, the Company will reduce the allocations
for Open Offer Shares to relevant Qualifying Shareholders such that
there is no such acquisition or increase in control of the Company
within the meaning given in sections 181 and 182 of FSMA.
Further information on the Open Offer and the terms and
conditions on which it is made, including the procedure for
application and payment, are set out in Part III - Terms and
Conditions of the Open Offer and Part IV - Questions and answers
about the Open Offer of this document.
Open Offer Warrants
The Company will issue the Open Offer Warrants to Qualifying
Shareholders on the basis of one Open Offer Warrant for every three
Open Offer Shares subscribed for, provided that any fractional
entitlements shall be ignored. The Company may issue Open Offer
Warrants over up to 6,892,107 Ordinary Shares under the Open
Offer.
Holders of Open Offer Warrants may exercise the Open Offer
Warrants at any time on or before 6 December 2026 at an exercise
price of 60 pence per Ordinary Share. Open Offer Warrants which are
not exercised on or before 6 December 2026 date shall lapse.
Upon exercise of the Open Offer Warrants, the resulting Open
Offer Shares will be subject to the Articles, be credited as fully
paid and will rank pari passu in all respects with the Existing
Ordinary Shares, including the right to receive all dividends and
other distributions declared, made or paid after their date of
issue.
4. Effect of the Open Offer
Upon Admission, and assuming full take up of the Open Offer
Shares, the Enlarged Issued Share Capital is expected to be
46,991,641 Ordinary Shares (excluding treasury shares). On this
basis, the Open Offer Shares will represent approximately 44.0 per
cent. of the Enlarged Issued Share Capital.
5. Trading update
On 6 December 2022, the Company published its audited financial
statements for the year ended 30 June 2022 which included a review
in which the Chief Executive Officer reported that despite a
challenging economic environment, in the first half of the
financial year the Company maintained operational profit. However,
in the second half of the year ended 30 June 2022 the Company
encountered a number of challenges, including worsening market
conditions, changes to Google search algorithms and changes in
senior management and Board composition. This led to a decline in
revenue from sales and one-off settlement costs. As announced in
June 2022, advertising sales were disappointing reflecting among
other things a softer market for financial media and at an
operational level the Company was loss making. These challenges
continued into the first quarter of the financial year ending June
2023 with operational losses similar to those of the last quarter
of the prior financial year.
As further set out in the audited accounts for the year ended 30
June 2022, the Chief Executive reported that changes in senior
management and Board composition had created an opportunity to
revisit and challenge many of the operations, the organisational
structure, and offerings. The Company has focused its efforts in
defining the long-term strategy and detailing the growth engines
and roadmap. In addition, the Company has put great emphasis on
empowering and engaging its employees around the world with its
mission and vision. The Company has focused on users' experience
and is creating a data driven infrastructure and culture to enhance
and support it. The Board is excited, committed, and confident that
this new and dynamic mindset will drive prospects and growth.
Looking ahead to the next calendar year, the Company is putting
a firm emphasis on user interface and user experience including the
introduction of new real time tools and content. The Company aims
to build a strong and sustainable market-leading financial
community. In addition to continued optimisation of its business,
with focus on execution and enhancement of its core offering, the
Company is taking actions to maintain margin and strong cash flow
generation. The Company is constantly reviewing its cost structure
and has already adjusted staffing levels for less profitable parts
of the business. The Company also aims to optimise its exchange and
license fee costs. The Company adjusted subscription pricing and
will be optimising the subscription funnel further in the new year.
The Company has a number of new products in development that will
be released in 2023 which are expected to revitalise the
subscription offering. The Company will continue to look for
efficiency opportunities across its organisation and will
capitalise on investments that position it for long-term
sustainable growth.
6. In respect of the Open Offer
The latest time for applications under the Open Offer to be
received is 11.00 a.m. on 21 December 2022. The procedure for
application and payment depends on whether, at the time at which
application and payment is made, you have an Application Form in
respect of your entitlement under the Open Offer or have Open Offer
Entitlements credited to your stock account in CREST in respect of
such entitlement.
If you are a Qualifying Non-CREST Shareholder you will have
received an Application Form which gives details of your Basic
Entitlement under the Open Offer (as shown by the number of the
Open Offer Entitlements allocated to you). If you wish to apply for
Open Offer Shares under the Open Offer, you should complete the
accompanying Application Form in accordance with the procedure for
application set out in Part III "Terms and conditions of the Open
Offer" of this document and on the Application Form itself. The
completed Application Form, accompanied by full payment, should be
returned by post or by hand (during normal business hours only)
Neville Registrars Limited at Neville House, Steelpark Road,
Halesowen, West Midlands, United Kingdom, B62 8HD so as to arrive
as soon as possible and in any event no later than 11.00 a.m. on 21
December 2022.
If you are a Qualifying CREST Shareholder, no Application Form
is enclosed but you will receive a credit to your appropriate stock
account in CREST in respect of the Open Offer Entitlements
representing your Basic and Excess Entitlements under the Open
Offer. You should refer to the procedure for application set out in
Part III "Terms and conditions of the Open Offer" of this document.
The relevant CREST instruction must have settled by no later than
11.00 a.m. on 21 December 2022.
If you are in any doubt as to what action you should take, you
should immediately seek your own personal financial advice from
your stockbroker, bank manager, solicitor, accountant or other
independent professional adviser duly authorised under the
Financial Services and Markets Act 2000 (as amended) if you are
resident in the United Kingdom or, if not, from another
appropriately authorised independent financial adviser.
7. Overseas Shareholders
Information for Shareholders who have registered addresses
outside the United Kingdom, who are citizens or residents of
countries other than the United Kingdom or who are US persons,
appears in paragraph 6 of Part III "Terms and conditions of the
Open Offer" of this document, which sets out the restrictions
applicable to such persons. If you are an Overseas Shareholder, it
is important that you read that part of this document.
The notice in the London Gazette referred to in paragraph 10 of
Part III - Terms and Conditions of the Open Offer of this document
will state where an Application Form may be inspected or obtained.
Any person with a registered address, or who is resident or
located, in any Restricted Jurisdiction who obtains a copy of this
document or an Application Form is required to disregard them,
except with the consent of the Company.
Notwithstanding any other provision of this document or the
Application Form, the terms of the Open Offer relating to Overseas
Shareholders may be waived, varied or modified as regards specific
Shareholders or on a general basis by the Company in its absolute
discretion.
In addition, Overseas Shareholders should consult their
professional advisers as to whether they require any governmental
or other consents or need to observe any other formalities to
enable them to purchase or subscribe for New Shares.
8. Risk factors and additional information
Shareholders are advised to read the whole of this document and
not rely solely on the summary information presented in this
letter. The attention of Shareholders is drawn to the risk factors
set out in Part II ("Risk factors") and the information contained
in Part III "Terms and conditions of the Open Offer" of this
document, which provide additional information on the Open Offer
and details of the action to be taken if you wish to subscribe for
Open Offer Shares.
Amit Tauman intends to subscribe for his Basic Entitlement in
full and to apply for Excess Shares under the Excess Application
Facility for in aggregate 2,913,446 Offer Shares, amounting to
GBP961,437 in aggregate. Jon Mullins and Matthew Collom do not
intend to subscribe for any Offer Shares. Lord Gold and Tony
Wollenberg do not have any current interest in the Existing
Ordinary Shares.
Yours faithfully
Lord David Gold
Non-Executive Chair of ADVFN plc
APPIX IV
Definitions
The following definitions apply throughout this Announcement
unless the context requires otherwise or unless it is otherwise
specifically provided:
"Admission" the admission of the Open Offer Shares
to trading on AIM becoming effective in
accordance with Rule 6 of the AIM Rules
"AIM" the market of that name operated by the
London Stock Exchange
"AIM Rules" the AIM Rules for Companies published
by the London Stock Exchange from time
to time
"Announcement" the announcement of the Open Offer made
by the Company on 6 December 2022
"Application Form" the personalised application form accompanying
this document (where appropriate) pursuant
to which Qualifying Non-CREST Shareholders
(other than certain Overseas Shareholders)
may apply to subscribe for Open Offer
Shares under the Open Offer
"Basic Entitlement" the entitlement of Qualifying Shareholders
to apply for Open Offer Shares on the
basis of 11 Open Offer Shares for every
14 Existing Ordinary Share held and registered
in their names on the Record Date
"Beaumont Cornish" Beaumont Cornish Limited, nominated adviser
to the Company
"Business Day" any day on which banks are usually open
for business in England and Wales for
the transaction of sterling business,
other than a Saturday, Sunday or public
holiday
"certificated" or an Existing Ordinary Share or an Ordinary
"in certificated form" Share recorded on the Company's share
register as being held in certificated
form (namely, not in CREST)
"Company", "ADVFN" ADVFN plc, a company incorporated in England
and Wales under the Companies Act 1985
with registered number 02374988
"CREST" or "CREST the relevant system (as defined in the
system" CREST Regulations) in respect of which
Euroclear is the operator (as defined
in those regulations)
"CREST Manual" the compendium of documents entitled "CREST
Manual" issued by Euroclear from time
to time and comprising the CREST Reference
Manual, the CREST Central Counterparty
Service Manual, the CREST International
Manual, the CREST Rules, the CSS Operations
Manual and the CREST Glossary of Terms
"CREST Member" a person who has been admitted by Euroclear
as a system participant (as defined in
the CREST Regulations)
"CREST Member account the identification code or number attached
ID" to a member account in CREST
"CREST Participant" a person who is, in relation to CREST,
a system-participant (as defined in the
CREST Regulations)
"CREST participant shall have the meaning given in the CREST
ID" Manual issued by Euroclear
"CREST payment" shall have the meaning given in the CREST
Manual issued by Euroclear
"CREST Regulations" the Uncertificated Securities Regulations
2001 (SI2001/3755)
"CREST sponsor" a CREST Participant admitted to CREST
as a CREST sponsor
"CREST sponsored member" a CREST Member admitted to CREST as a
sponsored member (which includes all CREST
personal members)
"Directors" or "Board" the directors of the Company or any duly
authorised committee thereof
"Enlarged Issued Share the issued ordinary share capital of the
Capital" Company immediately following Admission
(assuming full subscription under the
Open Offer)
"EU" the European Union
"Euroclear" Euroclear UK & International Limited,
the operator of CREST
"Excess Applications" any applications for Excess Shares pursuant
to the Excess Application Facility
"Excess Application the facility for Qualifying Shareholders
Facility" to apply for Excess Shares in excess of
their Basic Entitlements subject to the
terms and conditions set out in Part III
"Terms and conditions of the Open Offer"
of this document
" Excess CREST Open in respect of each Qualifying CREST Shareholder
Offer Entitlements who has taken up his Basic Entitlement
" in full, the entitlement (in addition
to the Basic Entitlement) to apply for
Excess Shares up to the number of Open
Offer Shares credited to his stock account
in CREST pursuant to the Excess Application
Facility, which may be scaled back in
accordance with the provisions of this
document
"Excess Shares" Open Offer Shares which a Qualifying Shareholder
is entitled to apply for in addition to
the Basic Entitlement by virtue of the
Excess Application Facility
"Ex-entitlement Date" the date on which the Existing Ordinary
Shares are marked "ex" for entitlement
under the Open Offer, expected to be 8.00
a.m. on 6 December 2022
"Existing Ordinary the 26,315,319 Ordinary Shares in issue
Shares" as at the Record Date
"FCA" the Financial Conduct Authority
"FSMA" the Financial Services and Markets Act
2000
"Fundraise" the Open Offer and any subsequent offer
of the Open Offers shares to new investors
"Group" ADVFN plc and its subsidiary undertakings
"ISIN" International Securities Identification
Number
"Issue Price" 33 pence per Open Offer Share
"Latest Practicable 5 December 2022
Date"
"London Stock Exchange" London Stock Exchange plc or the Market
Abuse Regulation (2014/596/EU) (incorporating
the "MAR")
"Market Abuse Regulation" technical standards, delegated regulations
and guidance notes, published by the European
Commission, London Stock Exchange, the
FCA and the European Securities and Markets
Authority) as it applies in the UK by
virtue of the European Union (Withdrawal)
Act 2018, as amended from time to time
"Member Account ID" the identification code or number attached
to any member account in CREST
"Money Laundering the Money Laundering, Terrorist Financing
Regulations" and Transfer of Funds (Information on
the Payer) Regulations 2017 (as amended),
the money laundering provisions of the
Criminal Justice Act 1993, the Proceeds
of Crime Act 2002 and the Criminal Finances
Act 2017
"Open Offer" the conditional invitation to be made
by the Company to Qualifying Shareholders
to subscribe for the Open Offer Shares
at the Issue Price on the terms and subject
to the conditions set out in this document
and, in the case of Qualifying Non-CREST
Shareholders, in the Application Form
that will accompany this document
"Open Offer Entitlement" the pro rata basic entitlement of a Qualifying
Shareholder, pursuant to the Open Offer,
to apply to subscribe for 11 Open Offer
Share for every 14 Existing Ordinary Shares
registered in its name as at the Record
Date
"Open Offer Shares" up to 20,676,322 shares to be issued and
allotted by the Company to Qualifying
Shareholders pursuant to the Open Offer
"Ordinary Shares" ordinary shares of 0.2 pence each in the
capital of the Company
"Overseas Shareholders" holders of Existing Ordinary Shares who
are neither resident in, nor have a registered
address in, the UK
"Open Offer Warrants" warrants to subscribe for up to 6,892,107
Open Offer Shares at a price of 60 pence,
to be issued to Qualifying Shareholders
participating in the Open Offer on the
basis of one Open Offer Warrant for every
three Open Offer Shares subscribed under
the Open Offer
"Participant ID" the identification code or membership
number used in CREST to identify a particular
CREST Member or other CREST Participant
"Peterhouse" Peterhouse Capital Limited
"Qualifying CREST Qualifying Shareholders whose Existing
Shareholders" Ordinary Shares on the register of members
of the Company on the Record Date are
held in uncertificated form
"Qualifying Non-CREST Qualifying Shareholders whose Existing
Ordinary Shares on the
Shareholders " register of members of the Company on
the Record Date are held in certificated
form
"Qualifying Shareholders" Shareholders on the register of members
of the Company on the Record Date with
the exclusion (subject to exemptions)
of persons with a registered address or
located or resident in a Restricted Jurisdiction
"Receiving Agent" Neville Registrars Limited, a limited
or "Registrar" company registered in England and Wales
(No. 04770411) with its registered office
at Neville House, Steelpark Road, Halesowen,
West Midlands, United Kingdom, B62 8HD
"Record Date" the record date in relation to the Open
Offer being 5.00 p.m. on 5 December 2022
"Regulatory Information one of the regulatory information services
Service" authorised by the FCA acting in its capacity
as the UK listing authority to receive
process and disseminate regulatory information
"Restricted Jurisdiction" any jurisdiction where local laws or regulations
may result in a significant risk of civil,
regulatory or criminal exposure for the
Company if information or documentation
concerning the proposals set out in this
document is sent or made available to
Shareholders in that jurisdiction including,
without limitation, the United States
of America, Canada, Australia, Japan and
the Republic of South Africa
"Securities Act" the United States Securities Act of 1933,
as amended
"Shareholders" the holders of Ordinary Shares (as the
context requires) at the relevant time
"uncertificated" or recorded on the relevant register of Ordinary
"in uncertificated Shares as being held in uncertificated
form" form in CREST and title to which, by virtue
of the CREST Regulations, may be transferred
by means of CREST
"United Kingdom" or the United Kingdom of Great Britain and
"UK" Northern Ireland
"United States" or the United States of America, its territories
"US" or "USA" and possessions, any state of the United
States of America and the District of
Columbia and any other area subject to
its jurisdiction
"US Person" has the meaning set out in Regulation
S of the Securities Act
"USE" unmatched stock event
"USE Instruction" unmatched stock event instruction which,
on its settlement, will have the effect
of crediting a stock account of the Registrars
under the participant ID and member account
ID specified in paragraph 3 of Part III
of this document, with a number of Open
Offer Entitlements or Excess CREST Open
Offer Entitlements corresponding to the
number of Open Offer Shares applied for
/has the meaning given in paragraph 3.2
of Part III "Terms and conditions of the
Open Offer" of this document
"GBP", "pounds sterling", are references to the lawful currency
"pence" or "p" of the United Kingdom
ENDS
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END
IOETABTTMTMMTIT
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