Fragrant Prosperity Holdings Ltd Intended Acquisition and Suspension of Listing (5573Z)
May 24 2021 - 2:35AM
UK Regulatory
TIDMFPP
RNS Number : 5573Z
Fragrant Prosperity Holdings Ltd
24 May 2021
For immediate release 24 May 2021
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Fragrant Prosperity Holdings Limited
("FPP" or the "Company")
Intended Acquisition and Suspension of Listing
The Directors of FPP are pleased to inform shareholders that the
Company has signed a letter of intent ("LOI") with CiiTECH Ltd, a
leading cannabis wellness company based in the UK and Israel (the
"Target"), in relation to the potential acquisition of the Target
by FPP ("Intended Acquisition"). Chrystal Capital LLP is acting as
exclusive Financial Advisor to the Target in respect of the
Intended Acquisition.
Under the LOI, FPP has conditionally agreed to acquire the
Target for a consideration of GBP17,500,000 (subject to adjustment
should the number of securities the Target has in issue vary
between the date of this announcement and completion) to be
satisfied by the issue of Ordinary Shares in the capital of FPP at
a price of 5.25 pence per Ordinary Share. The LOI is non-binding
save principally for provisions relating to a 120 day exclusivity
period and confidentiality.
A transaction structure has been agreed in outline with the
Target and completion of the Intended Acquisition is conditional,
inter alia, upon:
-- the completion of satisfactory financial, legal and
commercial due diligence on the Target as FPP may determine
necessary;
-- agreement on the composition of the new board of FPP;
-- the re-naming of FPP as CiiTECH Group Limited; and
-- publication of a prospectus and admission of the enlarged
share capital of FPP to the Standard Segment of the Official List
and to trading on the Main Market.
-- Approval by FPP shareholders of the name change and issue of consideration shares
Suspension and Application for Listing
The Intended Acquisition, if it proceeds, will constitute a
Reverse Takeover under the Listing Rules as the value of the
consideration will exceed the Company's market capitalisation and
it will result in a fundamental change in the business of FPP as it
will own an operating business.
Accordingly, the Company has requested the suspension of the
listing in the Company's ordinary shares on the Standard Segment of
the Official List, and trading on the London Stock Exchange's Main
Market has been suspended with effect from 7.30 am on the 24(th)
May 2021, pending the publication of a prospectus and the
application by the Company as enlarged by the Intended Acquisition
to have its enlarged share capital listed on the Standard Segment
of the Official List and admitted to trading on the London Stock
Exchange's Main Market.
Shareholders should be aware that there is a possibility that
the Intended Acquisition will not proceed or that the terms may
change depending upon the outcome of due diligence. The Company
will provide further update on the Intended Acquisition in due
course.
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) 596/2014 which is part of UK law by
virtue of the European Union (Withdrawal) Act 2018. Upon the
publication of this announcement this information is considered to
be in the public domain.
ENDS
For more information:
http://www.fragrantprosperityholdings.com/
Fragrant Prosperity Holdings
Limited
Simon Retter/Craig Marshak +44 (0) 20 3137 1902
CiiTECH Ltd Financial Advisor: Chrystal Capital LLP
Tristan Gervais +44 (0) 79 90 139 093
FPP Broker: Optiva Securities
Vishal Balasingham +44 (0) 20 3137 1903
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END
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May 24, 2021 02:35 ET (06:35 GMT)
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