Completion of the acquisition of KeyDrive S.A.

RNS Number : 6023W

CentralNic Group PLC

02 August 2018

 

Press Release

Thursday 2nd August 2018

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

In member states of the European Economic Area ("EEA") other than the United Kingdom, this information is only addressed to and directed at persons who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC and any amendments thereto including Directive 2010/73/EU to the extent implemented in the relevant EEA member state) and any relevant implementing measure in the relevant member state of the EEA ("Qualified Investors").

CentralNic Group Plc

("CentralNic" or "the Company" or "the Group")

Completion of the acquisition of KeyDrive S.A.

and placing of 46,153,847 new Ordinary Shares

CentralNic Group Plc (AIM: CNIC), the internet platform that derives revenue from the worldwide sales of internet domain names and associated web presence services, is pleased to announce that, further to the announcement released on 16 July 2018, the acquisition of KeyDrive S.A. ("KeyDrive") and associated placing of 46,153,847 new ordinary shares of £0.001 each (the "Placing Shares") to raise approximately £24 million, are now complete. The Company has also issued 28,006,607 new ordinary shares of £0.001 each (the "Consideration Shares") as part of the acquisition of KeyDrive, and these shares have now been admitted to trading on AIM.

The Company confirms that as at 2 August 2018, following the issue of the Placing Shares and Consideration Shares referred to above, the Company now has 170,652,802 ordinary shares of £0.001 each in issue, with one voting right each. The Company does not hold any shares in treasury. The number of ordinary shares with voting rights is therefore 170,652,802. Accordingly, these figures may be used by shareholders as a denominator for the calculations by which they will determine if they are required to notify their interest in, or change to their interest in, the Company, under the FCA's Disclosure Guidance and Transparency Rules.

Ben Crawford, CentralNic's CEO, said:  "CentralNic and KeyDrive have been successfully combined to become a leading player in the internet domain name and web services industry and the Company continues to rank globally in the top five Registry service providers and number eleven amongst the Registrars who retail such domains, as well as being the exclusive distributor of .xyz, widely regarded as the .com of emerging markets."  

"The transaction is a milestone in the Company's history as it cements CentralNic's position as a consolidator in the market to rival its competitors, including large and influential US players."   

"The Company is very grateful for the support shown by both existing and new shareholders since its IPO on AIM in 2013. We are also delighted to have numerous new institutional investors joining our shareholder list through the placing, and a number of our existing institutional shareholders have made further investments to facilitate this exciting acquisition."

The Company is pleased to announce that certain directors of both CentralNic and KeyDrive have either participated in the placing, received ordinary shares in the Company in consideration for their interest in KeyDrive or received ordinary shares in satisfaction of other obligations owed to them by KeyDrive. In aggregate 29,277,011 ordinary shares have been allotted to the persons below at a price of 52 pence per ordinary share as set out below:

		As at the date of the Admission Document		On Admission
		Number of Ordinary Shares	Percentage of Existing Ordinary Shares	Number of Ordinary Shares	Percentage of Enlarged Share Capital
Name	Title
Iain McDonald	Non-Executive Director	11,500	0.01%	107,653	0.09%
Don Baladasan	Chief Financial Officer	72,917	0.08%	159,455	0.06%
Alex Siffrin	Group Chief Operating Officer	0	0.00%	28,006,607	16.4%
Michael Riedl	Chief Financial Officer of KeyDrive	0	0.00%	1,087,713	0.63%

The notification below, made in accordance with the requirements of the EU Market Abuse Regulation, provides further detail.

 Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	i)             Iain McDonald ii)            Don Baladasan iii)          Alex Siffrin iv)           Michael Riedl
2	Reason for the notification
a)	Position/status	i)            Non-Executive Director ii)           Chief Financial Officer iii)          Group Chief Operating Officer iv)           Chief Financial Officer of KeyDrive
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	CentralNic Group Plc
b)	LEI	213800M4IINBWMXEKV82
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary shares of £0.001 ISIN: GB00BCCW4X83
b)	Nature of the transaction	Purchase of Ordinary Shares via the Placing
c)	Price(s) and volume(s)	Price(s) 52p	Volume(s) i) 96,153 ii) 86,538 iii) 28,006,607 iv) 1,087,713
d)	Aggregated information - Aggregated volume - Price	N/A - single transaction
e)	Date of the transaction	1 August 2018
f)	Place of the transaction	London Stock Exchange, AIM

-Ends-

For further information:

CentralNic Group Plc
Ben Crawford (CEO) Don Baladasan, Chief Financial Officer	[phone]
Zeus Capital Limited - NOMAD and Joint Broker
Nick Cowles / Jamie Peel (Corporate Finance) John Goold / Rupert Woolfenden (Institutional Sales)	[phone]  [phone]
Stifel  - Joint Broker
Fred Walsh / Neil Shah / Rajpal Padam	[phone]
Abchurch - Financial PR
Julian Bosdet Dylan Mark Alejandra Campuzano	[phone] [phone] [phone]
[e-mail]	www.abchurch-group.com

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY, IS NOT INTENDED TO AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO PURCHASE OR SUBSCRIBE FOR, UNDERWRITE, SELL, OR ISSUE OR THE SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE, SELL, ACQUIRE, DISPOSE OF ORDINARY SHARES OR ANY OTHER SECURITY IN THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR IN ANY JURISDICTION IN WHICH, OR TO ANY PERSONS TO WHOM, SUCH OFFERING, SOLICITATION OR SALE WOULD BE UNLAWFUL.

This announcement is not for publication or distribution, directly or indirectly, in or into theUnited States of America. This announcement is not an offer of securities for SALE INTO THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.

The information contained herein is not for release, directly or indirectly, in or into the United States of America, Australia, Canada, the Republic of South Africa or Japan. This document (and the information contained herein) is not and does not contain or constitute an offer of securities for sale, or solicitation of an offer to purchase or subscribe for securities, in the United States, Australia, Canada, the Republic of South Africa or Japan or any other jurisdiction where such an offer or solicitation or the release, publication or distribution of this document would be unlawful.

THE CONTENT OF THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY AN AUTHORISED PERSON WITHIN THE MEANING OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (AS AMENDED) ("FSMA"). RELIANCE ON THIS ANNOUNCEMENT FOR THE PURPOSE OF ENGAGING IN ANY INVESTMENT ACTIVITY MAY EXPOSE AN INDIVIDUAL TO A SIGNIFICANT RISK OF LOSING ALL OF THE PROPERTY OR OTHER ASSETS INVESTED.

This communication is directed only at (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 ("Order") (investment professionals); (ii) persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations etc.); or (iii) other persons to whom it may otherwise lawfully be communicated (all such persons referred to above being "Relevant Persons"). Any investment activity to which this communication relates will only be available to and will only be engaged with Relevant Persons. By accepting receipt of this communication, each recipient is deemed to confirm, represent and warrant that they are a Relevant Person.

Zeus Capital Limited, which is authorised and regulated in the United Kingdom by the FCA, is acting as nominated adviser and joint broker to the Company in connection with the proposed Placing and Admission and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice to any other person in relation to the Placing and Admission and/or any other matter referred to in this Announcement.

Stifel Nicolaus Europe Limited, which is authorised and regulated in the United Kingdom by the FCA, is acting as joint broker to the Company in connection with the proposed Placing and Admission and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice to any other person in relation to the Placing and Admission and/or any other matter 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 Zeus or Stifel or any of their respective affiliates or any of their respective directors, officers, employees, advisers or representatives (collectively, "Representatives") 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.

This Announcement contains certain forward-looking statements, beliefs or opinions, with respect to certain of the Company's current expectations and projections about future prospects, developments, strategies, performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which sometimes use words such as "aim", "anticipate", "believe", "intend", "plan" "estimate", "expect" and words of similar meaning, include all matters that are not historical facts and reflect the Directors' beliefs and expectations and involve a number of risks, uncertainties and assumptions that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. Statements contained in this Announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future.

About CentralNic Group Plc

CentralNic (AIM: CNIC) is a London-based AIM-listed company which develops and manages software platforms allowing businesses globally to use the internet for their own websites and email, as well as protecting their brands online. Its core growth strategy is identifying and acquiring cash-generative businesses with annuity revenue streams and exposure to emerging markets, and migrating them onto the CentralNic software and operating platforms.

CentralNic operates globally with customers in over 200 countries. It earns revenues from the worldwide sales of internet domain names and hosting on an annual subscription basis.

For more information please visit: www.centralnic.com

 

END

 

 

ACQGLGDISUGBGID