Result of ABB & Temporary Suspension of Trading

RNS Number : 8985O

Immediate Acquisition PLC

15 June 2022

 

This announcement is for information purposes only and does not constitute or contain any invitation, solicitation, recommendation, offer or advice to any person to subscribe for, otherwise acquire or dispose of any securities in Immediate Acquisition Plc or any other entity in any jurisdiction. Neither this announcement nor the fact of its distribution shall form the basis of, or be relied on in connection with, any investment decision in Immediate Acquisition Plc.

The information contained within this announcement is deemed by the Company to constitute inside information stipulated under the Market Abuse Regulation (EU) No. 596/2014 which forms part of English law by virtue of the European Union (Withdrawal) Act 2018, as amended. Upon the publication of this announcement via the Regulatory Information Service, this inside information is now considered to be in the public domain.

15 June 2022

Immediate Acquisition Plc

("IME" or "the Group" or "the Company")

Result of Accelerated Book Build and Temporary Suspension of Trading

The Directors of Immediate Acquisition Plc (AIM: IME) are pleased to announce the results of the placing (the "Placing") announced yesterday, 14 June 2022, and provide an update on the proposed acquisition of Fiinu Holdings Limited ("Fiinu") (the "Proposed Acquisition").

A total of 40,050,000 new ordinary shares of 10 pence nominal value each in the capital of the Company (the "Placing Shares") were conditionally placed with institutional and other investors at a price of 20 pence per Placing Share (the "Placing Price"), raising gross proceeds of £8,010,000.

Director Participation in the Placing and Related Party Transaction

Mark Horrocks, a non-executive Director of IME, and his family interests have subscribed for a total of 17,500,000 Placing Shares.

Mark Horrocks' participation in the Placing, as described above, is a related party transaction for the purposes of the AIM Rules. The Company's independent directors, being Tim Hipperson and Simon Leathers, having consulted with the Company's nominated adviser SPARK Advisory Partners Limited, consider that the terms of Mr Horrocks' participation in the Placing are fair and reasonable insofar as the Company's shareholders are concerned.

The Placing is subject, amongst other things, to shareholder approval in general meeting.  Application will be made for the Placing Shares to be admitted to trading on AIM ("Admission"). It is expected that Admission will take place on or around 8.00 a.m. on 8 July 2022.  The Placing Shares will rank pari passu with the existing ordinary shares.

Suspension of Trading in the Company's ordinary shares on AIM

As previously announced, the Proposed Acquisition will constitute a reverse takeover under the AIM Rules for Companies and is subject to shareholder approval in general meeting. Therefore, the Company's AIM securities will be suspended from trading on AIM with effect from 7.30 a.m. this morning, in accordance with the guidance note to AIM Rule 14, and will remain suspended until the Company has published an admission document in respect of the proposed enlarged entity. 

A further announcement on this process will be made later today.

For further information please contact:
Immediate Acquisition Plc Tim Hipperson, Non-executive Chairman Simon Leathers, Non-executive Director	Tel:  [phone]
SPARK Advisory Partners Limited (Nomad) Mark Brady Neil Baldwin	Tel: [phone]
SP Angel Corporate Finance LLP (Broker) Abigail Wayne Matthew Johnson	Tel: [phone]
Buchanan Communications Chris Lane / Kim van Beeck	Tel: [phone]

Forward Looking Statements

Certain statements made in this announcement are forward-looking statements. These forward-looking statements are not historical facts but rather are based on the Company's current expectations, estimates, and projections about its industry; its beliefs; and assumptions. Words such as 'anticipates,' 'expects,' 'intends,' 'plans,' 'believes,' 'seeks,' 'estimates,' and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties, and other factors, some of which are beyond the Company's control, are difficult to predict, and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. The Company cautions shareholders and prospective shareholder holders not to place undue reliance on these forward-looking statements, which reflect the view of the Company only as of the date of this announcement. The forward-looking statements made in this announcement relate only to events as of the date on which the statements are made. The Company will not undertake any obligation to release publicly any revisions or updates to these forward-looking statements to reflect events, circumstances, or unanticipated events occurring after the date of this announcement except as required by law or by any appropriate regulatory authority.

Important notices

The distribution of this Announcement and any other documentation associated with the Placing into jurisdictions other than the United Kingdom may be restricted by law.  Persons into whose possession these documents come should inform themselves about and observe any such restrictions.  Any failure to comply with these restrictions may constitute a violation of the securities laws or regulations of any such jurisdiction.  In particular, such documents should not be distributed, forwarded to or transmitted, directly or indirectly, in whole or in part, in, into or from the United States, Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction where to do so may constitute a violation of the securities laws or regulations of any such jurisdiction (each a "Restricted Jurisdiction").

The Placing Shares have not been and will not be registered under the US Securities Act 1933 (as amended) (the "US Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and, accordingly, may not be offered, sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, within the United States except in reliance on an exemption from the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.

There will be no public offer of the Placing Shares in the United States.  The Placing Shares are being offered and sold outside the US in reliance on Regulation S under the US Securities Act.  The New Ordinary Shares (as defined in the announcement of the Company dated 14 June 2022) have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the US or any other US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Placing Shares or the accuracy or adequacy of this Announcement.  Any representation to the contrary is a criminal offence in the US.

The Placing Shares have not been and will not be registered under the relevant laws of any state, province or territory of any Restricted Jurisdiction and may not be offered, sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, within any Restricted Jurisdiction except pursuant to an applicable exemption from registration requirements.  There will be no public offer of New Ordinary Shares in Australia, Canada, Japan, or the Republic of South Africa.

This Announcement is for information purposes only and does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in any jurisdiction and should not be relied upon in connection with any decision to subscribe for or acquire any of the Placing Shares.  In particular, this Announcement does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States.

This Announcement has been issued by, and is the sole responsibility of, the Company.  No person has been authorised to give any information or to make any representations other than those contained in this Announcement and, if given or made, such information or representations must not be relied on as having been authorised by the Company or SPARK or SP Angel.  Subject to the AIM Rules for Companies, the issue of this Announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this Announcement or that the information contained in it is correct at any subsequent date.

SPARK Advisory Partners Limited ("SPARK") which is authorised and regulated in the UK by the Financial Conduct Authority ("FCA"), is acting as nominated adviser to the Company. SPARK will not be acting for or otherwise be responsible to any person (including a recipient of this Announcement) other than the Company for providing the protections afforded to its customers or for advising any other person on the contents of any part of this Announcement or otherwise in respect of the Proposed Acquisition, Placing or Admission or any transaction, matter or engagement referred to in this Announcement. The responsibilities of SPARK, as the Company's nominated adviser under the AIM Rules, are owed solely to London Stock Exchange plc and are not owed to the Company or any Existing Director, Proposed Director or Shareholder or to any other person. In respect of any decision to acquire Ordinary Shares in reliance on any part of this Announcement or otherwise, SPARK is not making any representation or warranty, express or implied, as to the contents of this Announcement.

SP Angel Corporate Finance LLP ("SP Angel"), which is authorised and regulated in the UK by the FCA and is a member of the London Stock Exchange, is acting as broker to the Company. SP Angel will not be responsible to any person other than the Company for providing the protections afforded to its customers or for advising any other person on the contents of any part of this Announcement or otherwise in respect of the Proposed Acquisition, Placing or Admission or any transaction, matter or engagement referred to in this Announcement. The responsibilities of SP Angel as the Company's broker under the AIM Rules are owed solely to London Stock Exchange plc and are not owed to the Company or any Existing Director, Proposed Director or Shareholder or to any other person. In respect of any decision to acquire Ordinary Shares in reliance on any part of this Announcement or otherwise, SP Angel is not making any representation or warranty, express or implied, as to the contents of this Announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed on SPARK or SP Angel by the Financial Services and Markets Act 2000, as amended or the regulatory regime established thereunder, neither SPARK nor SP Angel accepts any responsibility whatsoever for the contents of this Announcement, and makes no representation or warranty, express or implied, for the contents of this Announcement, including its accuracy, completeness or verification, or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company or the Placing Shares or the Placing, and nothing in this Announcement is or shall be relied upon as, a promise or representation in this respect whether as to the past or future.  SPARK and SP Angel accordingly disclaim to the fullest extent permitted by law all and any liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this Announcement or any such statement.

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

This Announcement may include statements that are, or may be deemed to be, "forward-looking statements".  These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will", or "should" or, in each case, their negative or other variations or comparable terminology.  These forward-looking statements include matters that are not historical facts.  They appear in a number of places throughout this Announcement and include statements regarding the Directors' current intentions, beliefs or expectations concerning, among other things, the Company's results of operations, financial condition, liquidity, prospects, growth, strategies and the Company's markets.  By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances.  Actual results and developments could differ materially from those expressed or implied by the forward-looking statements.  Forward-looking statements may and often do differ materially from actual results.  Any forward-looking statements in this Announcement are based on certain factors and assumptions, including the Directors' current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's operations, results of operations, growth strategy and liquidity.  Whilst the Directors consider these assumptions to be reasonable based upon information currently available, they may prove to be incorrect.  Save as required by applicable law or by the AIM Rules for Companies, the Company undertakes no obligation to release publicly the results of any revisions to any forward-looking statements in this Announcement that may occur due to any change in the Directors' expectations or to reflect events or circumstances after the date of this Announcement.

Information to Distributors

UK product governance

Solely for the purposes of the product governance requirements contained within of Chapter 3 of the FCA Handbook Production Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of investors who meet the criteria of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors (for the purposes of UK Product Governance Requirements) should note that: (a) the price of the Placing Shares may decline and investors could lose all or part of their investment; (b) the Placing Shares offer no guaranteed income and no capital protection; and (c) 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 Placing.  Furthermore, it is noted that, notwithstanding the Target Market Assessment, SP Angel 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 Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; 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.

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

Certain figures contained in this Announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this Announcement may not conform exactly with the total figure given.

All references to time in this Announcement are to London time, unless otherwise stated.

 

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