Closing of conditional Placing

RNS Number : 9772B

Taptica International Ltd

16 January 2018

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, AUSTRALIA, THE REPUBLIC OF IRELAND, NEW ZEALAND, ISRAEL OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF THE MARKET ABUSE REGULATION NO. 596/2014 ("MAR").  UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN

16 January 2018

Taptica International Ltd

("Taptica" or the "Company")

Closing of conditional Placing to raise £38.2 million

Taptica (AIM: TAP), a global end-to-end mobile advertising platform, today announces that further to the announcement made on 15 January 2018 regarding the proposed placing of new shares of NIS 0.01 each in the capital of the Company ("Ordinary Shares"), the Company has conditionally placed 4,850,000 new Ordinary Shares ("Issue Shares") at a price of 450 pence per Ordinary Share, raising gross proceeds of approximately £21.8 million ($30 million) through an oversubscribed placing (the "Placing"). The Issue Shares represent approximately 7.73% of the Company's current issued Ordinary Share capital (excluding dormant shares).

In addition, MTD PTE Ltd, a company controlled by Hagai Tal, CEO and Director of Taptica, and held in trust  (the "Selling Shareholder"), and Smart and Simple Ltd, a company controlled by Ehud Levy and held in trust ("Smart & Simple"), have informed the Company that they have successfully placed 1,650,000 and 2,000,000 existing ordinary shares in Taptica respectively (together, the "Sale Shares") at a price of 450 pence per share. The Company will not receive any proceeds from the sale of the Sale Shares by the Selling Shareholder or by Smart & Simple.

Completion of the Placing and sales is expected to occur on 22 January 2018, subject to admission of the Issue Shares to trading on AIM ("Admission").

finnCap Ltd ("finnCap") and Joh. Berenberg, Gossler & Co KG London Branch ("Berenberg") acted as joint bookrunners to the Company and the Selling Shareholder. Berenberg acted as sole bookrunner to Smart & Simple.

Following completion of the Placing and the sales, the Selling Shareholder will hold 8,903,125 shares in the Company. Mr Tal, through his direct and indirect holdings, will be the beneficial owner of 9,375,509 ordinary shares representing 13.88% of the enlarged issued share capital of the Company. Mr Tal has agreed not to sell any further ordinary shares for a period of one year after completion of the Placing.

Following completion of the Placing and the sales, Smart & Simple will hold 4,517,625 shares in the Company. Mr Levy, the ultimate beneficial owner of Smart & Simple, will be the beneficial owner of 4,990,009 ordinary shares representing 7.39% of the enlarged issued share capital of the Company. Smart & Simple has agreed not to sell any further ordinary shares for a period of 90 days after completion of the Placing.

Hagai Tal, CEO of Taptica, commented:

"With a broader footprint across the globe and consumer mobile usage and adoption rising, we anticipate our strategy of on-boarding local advertisers onto global platforms to result in continued growth. The funds raised will reduce the level of debt under the Company's existing debt facility, which we believe will better position the Company to capitalise on near-term M&A opportunities. We thank our existing shareholders and welcome new investors to our share register and look forward to updating them on our progress."

AIM Application and Total Voting Rights

Application will be made to the London Stock Exchange for the Issue Shares to be admitted to trading on AIM. It is expected that Admission will occur and dealings will commence at 8.00 a.m. on 22 January 2018. The Issue Shares will rank pari passu in all respects with each other and with the existing Ordinary Shares.

After Admission, the Company's issued share capital will consist of 67,552,256 Ordinary Shares with a nominal value of NIS0.01 each, along with 8,088,337 shares reclassified as dormant shares under the Israeli Companies Law (without any rights attached thereto). Therefore the total number of shares with voting rights will be 67,552,256. The Company does not hold any Ordinary Shares in Treasury.

The above figure of 67,552,256 Ordinary Shares may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules.

For further information please contact:

Taptica Hagai Tal, Chief Executive Officer                                 finnCap (Nomad and Joint Broker) Corporate Finance; Jonny Franklin Adams, James Thompson, Hannah Boros Corporate Broking; Tim Redfern Berenberg (Joint Broker) Chris Bowman, Mark Whitmore Luther Pendragon (Financial PR advisor) Harry Chathli, Claire Norbury

[phone] [phone] [phone]  [phone]

About Taptica

Taptica is a global end-to-end mobile advertising platform that helps the world's top brands reach their most valuable users with the widest range of traffic sources available today, including social. Its proprietary technology leverages big data and, combined with state-of-the-art machine learning, enables quality media targeting at scale. Taptica creates a single arena in which brands can scale and engage more relevantly with mobile audiences, staying ahead of the competition. It works with more than 600 advertisers including Amazon, Disney, Facebook, Twitter, OpenTable, Expedia, Lyft and Zynga. Taptica is headquartered in Israel with offices in San Francisco, New York, Tokyo (Adinnovation), Beijing, Seoul and London. Taptica is traded on the London Stock Exchange (AIM: TAP).

Forward-looking statements

This announcement may include certain "forward-looking statements" and "forward-looking information" under applicable securities laws. Except for statements of historical fact, certain information contained herein constitutes forward-looking statements. Forward-looking statements are frequently characterised by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", and other similar words, or statements that certain events or conditions "may" or "will" occur. Forward looking statements are based on the opinions and estimates of management at the date the statements are made, and are based on a number of assumptions and subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. Assumptions upon which such forward-looking statements are based include that all required third party regulatory and governmental approvals will be obtained. Many of these assumptions are based on factors and events that are not within the control of the Company and there is no assurance they will prove to be correct. Factors that could cause actual results to vary materially from results anticipated by such forward-looking statements include changes in market conditions and other risk factors discussed or referred to in this announcement and other documents filed with the applicable securities regulatory authorities. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward looking statements, there may be other factors that cause actions, events or results not to be anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. The Company undertakes no obligation to update forward looking statements if circumstances or management's estimates or opinions should change except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking statements.

finnCap is authorised and regulated by the Financial Conduct Authority (the "FCA") in the United Kingdom and Berenberg's London Branch is regulated by the Federal Financial Supervisory Authority in Germany and subject to limited supervision by the FCA in the United Kingdom.  finnCap and Berenberg are acting exclusively for the Company and no one else in connection with the bookbuilding and the Placing, and finnCap and Berenberg will not be responsible to anyone (including any Placees) other than the Company, the Selling Shareholder and Smart & Simple for providing the protections afforded to its clients or for providing advice in relation to the bookbuilding or the Placing or any other matters referred to in this announcement.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the bookrunners or by any of their respective affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.

No statement in this announcement is intended to be a profit forecast or estimate, and no statement in this announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares.  Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of (a) retail investors, (b) investors who meet the criteria of professional clients and (c) eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offer. Furthermore, it is noted that, notwithstanding the Target Market Assessment, finnCap and Berenberg will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

The Placing Shares to be issued and/or sold pursuant to the Placing will not be admitted to trading on any stock exchange other than on AIM of the London Stock Exchange.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement. 

 

END

 

 

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