Speculation over potential acquisition

RNS Number : 7018H

CentralNic Group PLC

14 March 2018

 

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, JERSEY OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT

The information contained in this announcement is inside information for the purposes of article 7 of Regulation 596/2014.

Press Release

14 March 2018

Statement regarding speculation over potential acquisition or Reverse Takeover ("RTO")

CentralNic Group Plc (or "the Company" or "CentralNic"), the global software platform company supporting subscription-based web services including domain names, notes recent industry speculation.  The Company confirms that discussions are taking place ("the proposed transaction") regarding the potential combination of CentralNic and KeyDrive S.A. (or "KeyDrive Group") and its subsidiaries including leading domain reseller platforms and the corporate registrar BrandShelter. 

The Boards of CentralNic and KeyDrive Group believe that the combination of the two businesses would have strong strategic logic and economies of scale, and would represent an opportunity to create a group with advanced technology platforms delivering significant recurring revenues for every major customer type within the industry. 

The Board of CentralNic currently anticipates the transaction will be completed in the second quarter of 2018.  Discussions are still ongoing and there can be no certainty that a transaction will occur.  

Zeus Capital Limited is acting as Nominated Adviser and Joint Broker to CentralNic and N+1 Singer Capital Markets Limited is acting as Joint Broker. 

If the transaction proceeds, it will constitute a reverse takeover by CentralNic in accordance with Rule 14 of the AIM Rules for Companies.  Accordingly, Ordinary Shares in CentralNic have been suspended from trading on AIM with immediate effect, pending either publication of an admission document containing detailed information on the proposed transaction or the termination of discussions regarding the proposed transaction. 

A further announcement will be made when appropriate. 

For further enquiries: 

CentralNic Group Plc Ben Crawford, Chief Executive Officer Don Baladasan, Chief Financial Officer	[phone]
Zeus Capital - NOMAD and Joint Broker Nick Cowles / Jamie Peel (Corporate Finance) John Goold / Rupert Woolfenden  (Institutional Sales)	[phone] [phone]
N+1 Singer - Joint Broker Shaun Dobson / Jen Boorer	[phone]
Abchurch Communications Corporate & Financial PR Advisers to CentralNic Julian Bosdet Dylan Mark Alejandra Campuzano www.abchurch-group.com	[phone] [phone] [phone]  [e-mail]

Important notice

Zeus Capital Limited ("Zeus Capital"), which is authorised and regulated in the United Kingdom by the FCA and is acting as nominated adviser and joint broker to CentralNic in connection with the Transaction referred to in this announcement. Zeus is acting exclusively for CentralNic and no one else in connection with the Transaction and will not be treating any other person as its client, in relation thereto and will not be responsible for providing the regulatory protections afforded to its customers nor for providing advice in connection with the Placing or any other matters referred to herein and, apart from the responsibilities and liabilities (if any) imposed on Zeus, by Financial Services and Markets Act 2000 (as amended) (FSMA), any liability therefor is expressly disclaimed.

NPlus1 Capital Markets Limited ("N+1"), which is authorised and regulated in the United Kingdom by the FCA and is acting as joint broker to CentralNic in connection with the Transaction referred to in this announcement. N+1 is acting exclusively for CentralNic and no one else in connection with the Transaction and will not be treating any other person as its client, in relation thereto and will not be responsible for providing the regulatory protections afforded to its customers nor for providing advice in connection with the Placing or any other matters referred to herein and, apart from the responsibilities and liabilities (if any) imposed on N+1, by Financial Services and Markets Act 2000 (as amended) (FSMA), any liability therefor is expressly disclaimed.

This announcement has been issued by and is the sole responsibility of CentralNic.

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities pursuant to this announcement or otherwise. The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

This announcement does not constitute an offer of securities for sale in the United States or an offer to acquire or exchange securities in the United States. No offer to acquire securities or to exchange securities for other securities has been made, or will be made, and no offer of securities has been made, or will be made, directly or indirectly, in or into, or by use of the mails, any means or instrumentality of interstate or foreign commerce or any facilities of a national securities exchange of, the United States of America or any other country in which such offer may not be made other than (i) in accordance with the requirements under the US Securities Exchange Act of 1934, as amended, a registration statement under the US Securities Act of 1933, as amended, or the securities laws of such other country, as the case may be, or (ii) pursuant to an available exemption therefrom. This announcement has been prepared for the purposes of complying with the applicable law and regulation of the United Kingdom (including the Listing Rules and the Disclosure and Transparency Rules) and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of the United Kingdom.

Except as explicitly stated, neither the content of KeyDrive Group's nor CentralNic's website, nor any website accessible by hyperlinks on KeyDrive Group's or CentralNic's website is incorporated in, or forms part of, this announcement.

This announcement is an advertisement and not a prospectus and has been prepared solely for the purpose of the Transaction.

 

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