Completion of acquisition and issue of shares

RNS Number : 2660O

Ebiquity PLC

28 May 2020

 

Ebiquity Plc  

("Ebiquity" or the "Company")

Completion of the acquisition of the minority interest in Italian subsidiary and the issue of shares

Ebiquity plc, a leading independent marketing and media consultancy, announces the completion of the acquisition of the remaining minority stake in its Italian subsidiary Ebiquity Italy Media Advisor S.r.l ("Ebiquity Italy"), and the issue of 2,437,628 ordinary shares ("Ordinary Shares") as part consideration for the acquisition.

The Company announced on 3 February 2020 that it had entered into a conditional share purchase agreement (the "Agreement") to acquire the remaining shares in Ebiquity Italy.  In accordance with the Agreement the total consideration is €3,648,151 (approximately £3.27 million).  On completion, 25% of the consideration is payable in Ordinary Shares and 5% in cash.  The remaining cash payments will be made over the following ten months.

The acquisition constitutes a related party transaction under AIM Rule 13 as the Founders are directors of Ebiquity Italy, a subsidiary of the Company, and the purchase consideration exceeds 5% of the Company's current market value.

The directors of the Company, having consulted with Numis Securities Limited in its capacity as the Company's nominated adviser for the purposes of the AIM Rules, consider the terms of the transaction to be fair and reasonable insofar as the Company's shareholders are concerned.

Application has been made for the new Ordinary Shares to be admitted to AIM, with an admission date expected to be 3 June 2020.  Upon admission, the shares will rank parri passu in all respects with the existing Ordinary Shares of the Company.

Following the anticipated admission of these shares, the total number of ordinary shares in issue will be 82,563,254 with each share carrying the right to one vote. The Ebiquity plc 2000 Employee Benefit Trust holds 4,200,000 issued Ordinary Shares to satisfy certain awards for the Company's senior management team. To date these awards have not been exercised and the trustee has agreed not to vote the Ordinary Shares held by it. As such 4,200,000 Ordinary Shares are treated as not carrying voting rights. The figure of 78,363,254 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 to their interest in, the share capital of the Company under the Disclosure and Transparency Rules.

28 May 2020

Enquiries:

Ebiquity plc Alan Newman (Interim CEO) Mark Sanford (Company Secretary)	020 7650 9600
Instinctif Partners Matthew Smallwood Guy Scarborough	020 7457 2020
Numis Securities Limited Nick Westlake, Hugo Rubinstein (NOMAD) Matt Lewis	020 7260 1000

 

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