Proposed Placing and Open Offer - Replacement

RNS Number : 5803K

AIQ Limited

11 April 2018

 

This announcement amends and replaces the announcement of 'Proposed Placing of Ordinary Shares, Open Offer and Update on Resumption of Trading' made by the Company on 11 April 2018 at 9.20 a.m. BST, issued under RNS number 5493K. The revised announcement states that the total number of shares under the Open Offer is 1,264,375 and that assuming full take up under the Open Offer, the Company's total enlarged share capital would comprise 51,839,375 shares. All other details remain unchanged. The full amended text is shown below.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014.

11 April 2018

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, WITHIN, INTO OR IN AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA, OR THE UNITED STATES OF AMERICA.

For Immediate Release

AIQ Limited

("AIQ" or the "Company")

Proposed Placing of Ordinary Shares, Open Offer and Update on Resumption of Trading

AIQ Limited, a special purpose acquisition company ("SPAC") formed to undertake one or more acquisitions of a company or business in the e-commerce sector, provides the following update on the suspension of trading in the Company's shares that occurred on 12 January 2018 ("Suspension").

The Company intends to undertake a proposed placing ("Placing") of up to 575,000 new Ordinary shares of 1p each (the "Placing Shares") at a price of 20p (the "Placing Price") and to make an open offer ("Open Offer") of up to 1,264,375 new Ordinary shares of 1p (the "Open Offer Shares"), also at the Placing Price.

The Company also provides an update on the actions undertaken by the Company since suspension to facilitate that an orderly market will be made in the Company's shares. 

Background to the Suspension

On 12 January 2018, the Company requested the FCA suspend the listing of the Company's shares following a rapid price rise that was regarded as excessive and unwarranted given the Company had been trading only three days.  Incorrect speculation as to the Company's possible acquisitions in the digital currency space, as well as liquidity constraints, contributed to this rise. A further contributory factor was the lack of shares available for settlement in dematerialised form, pending the issue of share certificates to shareholders of the Company, many of which would subsequently be dematerialised following Suspension.  

Increased Number of Shares Held in CREST and Rationale for the Placing of Ordinary Shares and Making the Open Offer

To facilitate ease of trading and thus support an orderly market in the Company's shares, a number of shareholders have now dematerialised their shareholdings and transferred them into CREST.  In addition, the Company proposes two further measures to generate liquidity sufficient to satisfy market demand.

1)    The Company intends to undertake the Placing of up to 575,000 new Ordinary shares at the Placing Price, and discussions are currently underway with potential investors. The Company expects that this will result in approximately £115,000 being raised for the Company, which will considerably increase the number of shares held in dematerialised form in CREST. Following Admission to trading of the Placing Shares, the Company's enlarged share capital will comprise 50,575,000 shares which, at the Placing Price, would capitalise the Company at approximately £10.1 million.

2)    It is expected that once the Suspension has been lifted, and enough time has elapsed to allow all outstanding trades to settle, the Company intends to make an Open Offer for up to approximately £250,000 at the Placing Price. Assuming full take up under the Open Offer, the Company's total enlarged share capital would comprise 51,839,375 shares which, at a price of 20p, would capitalise the Company at approximately £10.3 million. 

The Company highlights that a market capitalisation of approximately £10.3 million would represent a considerable premium to the sum of current net cash on the balance sheet of the Company and the proceeds of both the Placing and Open Offer.

Once the Company has concluded discussions with investors on the proposed Placing, a further update will be provided on the timing of Admission of the new shares and the proposed date of lifting of suspension. An announcement is expected to be made in the next few days.

Action Taken Since Suspension

Reiteration of the Company's Acquisition Strategy

The Company reiterates its acquisition strategy as laid out in the Prospectus and announcement of 9 January 2018. AIQ is seeking to acquire one or more target companies or businesses in the e-commerce sector with a particular focus on opportunities in data mining, artificial intelligence technologies and social and online media such as instant messaging platforms. While not limited to a particular geographic region, the directors expect they will initially focus on acquiring companies or businesses in Europe, the US and/or Asia.   

Whilst AIQ is very encouraged by the range of high-quality businesses available for consideration within the scope of these investment criteria, the Company is not currently in any advanced negotiations with any target. In accordance with this focus on businesses within the e-commerce sector, and counter to speculation in the market, the Company emphasises it has no plans, nor intentions, to make acquisitions within the sphere of digital currency or blockchain technology.

Clarification of the Term 'Clean Cash Shell'

In the announcement made on 11 January 2018, the Company described itself as a 'clean cash shell' and used the phrase 'clean nature' to refer to itself in the belief that these characteristics contributed to the rise in the Company's share price.  The Company wishes to clarify these phrases to mean that the Company has specifically been formed recently as a cash shell. This would compare to a cash shell that has previously been a trading company and has become a cash shell through the disposal of its previous businesses. In the latter case, liabilities or potential liabilities may exist in such a company.

Prospectus - Directorship Update

In the Prospectus there was an unintentional omission of information relating to current directorships held by members of the Board. Soon Beng Gee (Nicholas) is a current director of Proudbuild Trading Co (Cambodia) and Lee Chong Liang (Marcus) is a current director of Resultbuild Property Investment Co Limited. These companies were established as part of a business investment visa scheme promoted by the Cambodian government. Nicholas is also director of MMCapVen Limited, a Cypriot company set up some years ago with the view of facilitating EU gate payments from China. Although these three companies have never traded and remain dormant, the Company regrets the inadvertent error in failing to disclose this information.

Graham Duncan, Chairman of AIQ, commented:

"I am pleased that we have been able to navigate these difficult circumstances and are close to resolving the outstanding issues in reinstating the trading of the Company's shares. We look forward to continuing with our acquisition strategy and will update the market of our progress in due course."

Enquiries

AIQ Limited	[phone]
Graham Duncan, Chairman
VSA Capital Limited (Financial Adviser & Broker)	[phone]
Andrew Raca
Luther Pendragon (Media Relations) Claire Norbury	[phone]

 

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