RTO Transaction and Suspension of Listing

RNS Number : 8151U

Sivota PLC

07 December 2021

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE UK ‎VERSION OF THE MARKET ABUSE REGULATION NO 596/2014 WHICH IS PART OF ENGLISH LAW ‎BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED.  ‎   UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS ‎NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.‎

Sivota plc

("Sivota" or the "Company")

Reverse Takeover Transaction and Suspension of Listing

Conditional Acquisition of a controlling interest in Apester Limited 

Sivota (  LSE:SIV  ), the  investment company established for the purpose of undertaking acquisitions of a controlling stake in later stage Israeli-related technology companies , is pleased to announce that the Company has entered into a non-binding term sheet (the "Term Sheet") with Apester Limited ("Apester"), an Israeli incorporated business which operates an innovative digital experience software platform that enables brands, publishers and e-commerce to create and distribute interactive digital experiences.

Pursuant to the Term Sheet Sivota has conditionally agreed to be issued new preferred shares in the capital of Apester for a consideration of $12,000,000 (the "Transaction"). The Company will own c.53.9% of Apester's issued share capital on completion of the Transaction.

Pursuant to the Term Sheet, the Company will have certain major investor rights, including the right to appoint a majority of directors to the Apester Board, which it currently intends to exercise following completion.

The Transaction is subject to the satisfaction of certain conditions precedent, including the entry into the definitive transaction documentation and passing at a General Meeting of the Company of such resolutions necessary to approve, implement and effect the transaction.

Conditional, inter alia, on publication of a prospectus and re-admission, in order to fund the Transaction (including associated costs) the Company intends to raise c.£11,000,000 through the issue of new ordinary shares (the "Placing"). As such, the transaction is conditional, inter alia, on a successful Placing.

The Directors of Sivota consider the Transaction to represent a value enhancing transaction for shareholders, which is fully aligned with the Company's investment strategy. The Directors of Sivota believe that they can assist Apester in driving forward its SaaS revenue model and, by doing this, significantly enhancing value for both Sivota and Apester shareholders.

Should the Transaction complete, it would constitute a Reverse Take Over (" RTO ") under the Listing Rules and accordingly, the Company would apply for the re-admission of its shares to the Official List and the Main Market of the London Stock Exchange.

Therefore, at the request of the Company, the FCA has suspended the Company's listing on the standard segment of the Official List and trading on the Main Market of the London Stock Exchange has also been suspended as of 7.30am today, pending the publication of a prospectus providing further detail on Apester  and the Company as enlarged by the Transaction , or an announcement that the Transaction or RTO is not proceeding.  Should the RTO not proceed, then the Company would need to apply for the suspension to be lifted and for trading to be restored.

There can be no certainty that the Transaction will proceed and it remains subject to, ‎amongst other things, entering into a definitive legal agreement and obtaining all other necessary approvals (if ‎required).‎

‎ A further announcement will be made in due course.‎

  Enquiries:

Sivota PLC Tim Weller, Non-Executive Chairman Ziv Ben-Barouch, Chief Executive Officer	via Vigo Consulting
Canaccord Genuity Limited Alex Aylen - Head of Equities	+ 44 (0) 20 7523 8000
Vigo Consulting Jeremy Garcia / Antonia Pollock	+ 44 (0)20 7390 0230

 

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