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Monday 13 December, 2021

AIM

Sch One Update-Public Policy Holding Company, Inc.

RNS Number : 3280V
AIM
13 December 2021
 

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

 

COMPANY NAME:

 

Public Policy Holding Company, Inc.

 

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

 

Registered Address   Principal Place of Business

251 Little Falls Drive    800 North Capitol Street, NW Suite 800

City of Wilmington  Washington, D.C.

County of New Castle                         20002

19808   United States of America

United States of America 

 

COUNTRY OF INCORPORATION:

 

Delaware, United States of America

 

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

 

https://pphcompany.com/

 

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY).  IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

Public Policy Holding Company, Inc. (" PPHC " or the " Group "), through its wholly-owned companies, operates a portfolio of independent firms that offer public affairs, crisis management, lobbying and advocacy services on behalf of corporate, trade association and non-profit client organisations. Clients engage PPHC to enhance and defend their reputations, advance policy goals, manage regulatory risk, or otherwise engage with U.S. federal and state-level policy makers, stakeholders, media, and directly to the public at large.

Since its inception in 2014, the Group has acquired and integrated eight businesses, now operating as five separate, independent companies, focused at the federal government level in the U.S. and with expanding reach into key U.S. states and metropolitan areas. These five operating entities which form the operating subsidiaries of the Group are Crossroads Strategies LLC, Forbes Tate Partners LLC, Seven Letter LLC, O'Neill and Associates LLC and Alpine Group Partners LLC.

Each of the Group's operating subsidiaries are bipartisan, by way of U.S. politics, with founders and senior managers operating largely in Washington DC and with past careers and close professional ties to the U.S. Executive Branch, Congress and national and state political parties over a period of more than 30 years.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

 

108,240,050 Common Shares with par value of $0.001 per share.

 

There are no Common Shares to be held in treasury.

 

The following is a summary of the transfer restrictions in relation to the Common Shares as set out in the Company's AIM Admission Document:

 

Transfer restrictions

 

The Common Shares have not been, and will not be, registered under the US Securities Act or qualified under any securities laws of any US state or other jurisdiction of the United States. The Placing Shares are being offered only to non-US Persons in "offshore transactions" as defined in and pursuant to Regulation S of the US Securities Act or otherwise to persons reasonably believed to be qualified institutional buyers as defined in Rule 144A under the US Securities Act or another exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. The Placing Shares offered to non-US Persons in the Placing are subject to the conditions listed under section 903(b)(3), or Category 3, of Regulation S.

 

Under Category 3, Offering Restrictions (as defined under Regulation S) must be in place in connection with the Placing and additional restrictions are imposed on resales of the Common Shares. The Common Shares are "restricted securities" as defined in Rule 144 under the Securities Act.

 

Each subscriber for Placing Shares, by subscribing for such Placing Shares, agrees to reoffer or resell the Placing Shares only pursuant to registration under the US Securities Act in compliance with Section 4(a)(2) of the US Securities Act or in accordance with the provisions of Regulation S or pursuant to another available exemption from registration and qualification under applicable state securities laws, and agrees not to engage in hedging transactions with regard to such securities unless in compliance with the US Securities Act. The above restrictions severely restrict purchasers of Placing Shares from reselling the Common Shares in the US or to a US Person. These restrictions may remain in place or be reintroduced following the expiry of the Distribution Compliance Period in relation to the Common Shares, at the discretion of the Company for example in the event the Company issues additional Common Shares under the same ISIN as the Placing Shares.

 

Settlement and CREST

 

Once the Common Shares are admitted to trading on AIM, Common Shares (represented by the Depositary Interests) held in the CREST system will be identified with the marker "S144". The "S144" marker also indicates that the Common Shares held in the CREST system will also bear a legend setting out certain transfer restrictions and other information, including that: (i) transfers of the Common Shares are prohibited except in accordance with the provisions of Regulation S, pursuant to registration under the US Securities Act or in a transaction exempt from, or not subject to the registration requirements of the US Securities Act and applicable state securities law; and (ii) hedging transactions involving the Common Shares may not be conducted unless in compliance with the US Securities Act and applicable state securities law. Accordingly, resale of the Placing Shares following the Placing will be subject to restrictions under US federal and state securities laws, including the US Securities Act.

 

Representations, warranties and certifications must be made through the CREST system by those selling or acquiring the Common Shares. If such representations, warranties and certifications cannot be made or are not made, settlement through CREST will be rejected.

 

 

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

 

Capital to be raised: £30.7 million (£11.1 million of which is for the Company and £19.6 million of which is for the Selling Shareholders).

 

Anticipated market capitalisation on admission of approximately £146.1 million.

 

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

 

74.2%

 

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

 

N/A

 

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

 

Directors

 

G. Stewart Hall  (Chief Executive Officer)

 

Proposed Directors

 

Simon Philip Guy Lee (Non-Executive Chair)

William (Bill) Chess (Chief Financial Officer)

Zachary (Zach) Wayne Williams (Executive Director)

Benjamin (Ben) Langer Ginsberg (Independent Non-Executive Director)

Kimberly (Kym) Anne White (Independent Non-Executive Director)

 

 

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

 

Shareholder

% ISC pre Admission

% of ISC post Admission

The Alpine Group, Inc.**

14.6

11.5

Jeff rey Forbes

13.5

10.6

Dan iel Tate

9.2

7.3

G. Stewart Hall

7.1

5.2

John son Green

6.4

5.1

Rhod erick M. Shaw*

6.7

5.3

James Gregory Means*

6.7

5.3

Zachary (Zach) Wayne Williams

5.6

4.4

Chelverton Asset Management Ltd.

Nil

4.2

Miller Value Partners, LLC

Nil

3.8

Erik J. Smith

4.4

3.4

Thomas O'Neill

4.4

3.5

 

 

*The holdings of Rhoderick M. Shaw and James G. Means includes Common Shares which are held by The Alpine Group, Inc. for their benefit.

**All of the Common Shares held by The Alpine Group, Inc. are held by The Alpine Group, Inc. for the benefit of certain Group Executives.

 

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

 

One Advisory Limited

Compensation Advisory Partners LLC

Mercer Capital Management, Inc.

Morris, Nicols, Arsht & Tunnell LLP

BDO LLP

Bushwick Digital LLC

 

(i)  ANTICIPATED ACCOUNTING REFERENCE DATE

(ii)  DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii)  DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

 

(i)  31 December

(ii)  30 June 2021

(iii)  30 June 2022, 30 September 2022, 30 June 2023

 

EXPECTED ADMISSION DATE:

 

16 December 2021

 

NAME AND ADDRESS OF NOMINATED ADVISER:

 

Stifel Nicolaus Europe Limited

150 Cheapside

London

EC2V 6ET

 

NAME AND ADDRESS OF BROKER:

 

Stifel Nicolaus Europe Limited

150 Cheapside

London

EC2V 6ET

 

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

 

https://pphcompany.com/

 

This website will contain details about the Company and the admission of its shares to trading on AIM. Access to information on the website relating to the shares, the admission to AIM and the related share offering will be restricted only to persons not located in the United States and only to persons who are not U.S. Persons (as defined in Regulation S under the U.S. Securities Act) and are not acting for or on behalf of U.S. Persons).

 

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

 

The QCA Corporate Governance Code

 

DATE OF NOTIFICATION:

 

13 December 2021

 

NEW/ UPDATE:

 

Update

 

 

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