TIDMDCD
RNS Number : 4555S
DCD Media PLC
16 November 2021
DCD Media Plc
("DCD Media", the "Company" or "Group")
Sale of N.B.D Holdings Limited ("NBD"), a subsidiary of DCD
Media, to 108 Media Limited and General Meeting
DCD Media, the independent TV distribution and production group,
announces that it has conditionally agreed to sell the entire
issued share capital of NBD to 108 Media Limited (" 108 Media "),
for a total consideration of up to GBP4.7 million in cash (the "
Consideration "), pursuant to the terms of the Sale Agreement (the
" Sale ") as described in paragraph seven in the appendix to this
announcement . The Sale, if approved, will result in the divestment
of substantially all of the Company's existing business, assets and
trade liabilities.
Background to and reasons for the Sale
Timeweave Limited (" Timeweave "), is a major shareholder of DCD
Media with an entire beneficial holding of Ordinary Shares
totalling (as at the latest practicable date prior to the
publication of this announcement), in aggregate 1,818,377 Ordinary
Shares, representing approximately 71.55 per cent. of the Company's
issued share capital. When Timeweave took control of DCD Media
almost ten years ago, there were broad synergies with other media
interests within the Timeweave investment group. Those synergies no
longer exist and DCD Media does not form part of the strategic
landscape for Timeweave. In addition, Timeweave has indicated that
it does not wish to provide further TV programme funding to DCD
Media.
The Board considers that there are inherent market risks in the
current operating model of the Company such that additional
third-party funding is required to grow the business. Also, the
Company's largest shareholder, Timeweave, has indicated that it is
unwilling to further fund the business and the Board has therefore
concluded that the Sale presents an attractive opportunity for the
Company to realise value and secure an owner for the Company's
business in 108 Media that is expected to provide the support
afforded by Timeweave over the last decade allowing the business to
grow.
The Company understands that 108 Media has access to wider
funding arrangements and the Board believes that 108 Media can
support NBD and deliver a scale play into the market using the
existing DCD Media assets held within NBD as the platform for
achieving this.
The Board believes that the Sale represents good value for
Shareholders and the Sale is considered by the Board to be positive
for the Company's Shareholders as a whole.
Structure of the Group prior to the Sale, following completion
of the Reorganisation
On 7 October 2021, the Company reorganised its operating
structure (the " Reorganisation "). Pursuant to the terms of the
Reorganisation, the Company transferred all of its directly held
subsidiaries to NBD and certain other assets and contracts needed
for the operation of the Group to DCD Media Rights Limited, such
that, following completion of the Reorganisation, NBD is the
Company's sole direct subsidiary.
Use of Proceeds and Taxation
As at 11 November 2021 (the latest practicable date prior to the
publication of this announcement) the Company had a total cash
balance of approximately GBP3.85m, of which c.GBP3.31m will remain
in NBD leaving c.GBP0.54m in the Company post Completion. In
addition, the Company will be receiving the Consideration over a
period of time as set out in the circular (extracts of which can be
found in the appendix to this announcement) which will supplement
the Company's cash reserves. The remaining cash balance is deemed
by the Directors as sufficient to cover outstanding payments and
for general working capital purposes of the Company.
Following Completion, the Board will consider the best way to
maximise Shareholder value which is likely to include returning a
proportion of the cash to Shareholders together with considering
alternative acquisitions as provided under Rule 15. The timing and
method of any distribution or other return of capital remains to be
confirmed and will be notified to Shareholders in due course. The
quantum of any distribution or return of capital will take into
account the investment and/or acquisition opportunities identified
by the Company during the Rule 15 Period, and the wishes of
Shareholders following a consultation process which the Company
will commence following Completion and which is expected to include
one-to-one discussions with larger shareholders.
The Company has undertaken a preliminary tax review of the
likely treatment of the Consideration, based upon which the Company
does not expect to incur any tax liability as a result of the
receipt of the Consideration, but there can be no guarantee that
the final tax amount payable by the Company will not be higher than
the Company's initial estimates, or that certain expected reliefs
(in particular Substantial Shareholdings Exemption), will be
available. If the amount of tax payable by the Company is higher
than expected the final return of capital to Shareholders after
full and final payment of the Consideration may be lower than
expected currently.
The final amount of any distribution or return of capital, and
the timing of the same, will be notified to Shareholders in due
course following the Completion Date.
Notice of General Meeting
The Sale, if approved, will result in the divestment of
substantially all of the Company's existing business, assets and
trade liabilities and is, therefore, conditional upon the approval
of Shareholders at a general meeting of the Company.
Accordingly, Shareholder approval of the Sale will be sought at
the General Meeting expected to be held at 11 a.m. on 2 December
2021. The notice convening the General Meeting and setting out the
Resolution to be considered at it will be set out in the circular
which is expected to be posted to Shareholders in due course,
extracts of which can be found in the appendix to this
announcement.
Capitalised terms, unless otherwise defined, have the same
meaning as will be set out in the circular to be posted to
Shareholders in due course.
Current Trading
The ongoing global Covid-19 crisis has led to widespread
uncertainty in the Company's markets. There has been a significant
impact on production timetables with a need to plan for, and react
to, frequent changes and delays in delivery of new programming in
the Group's specific market sector. However, as set described in
the Group's final results for the financial year ended 31 March
2021 (as approved by shareholders on 30 September 2021), the Group
has a high-quality library of content and while currently there is
a delay in reaching signature stage and subsequent delivery, the
Group has a number of exciting deals that it has closed before the
end of the first half of this year. This has enabled the business
to perform in line with management's expectations.
The table below displays the Group's consolidated income
statement for the year ended 31 March 2021 and fifteen months ended
31 March 2020, the last financial periods reported on by the
Group.
Audited Year to Audited 15
months to
31 March 2021 31 March 2020
GBP'000 GBP'000
Revenue 11,327 10,934
(9,163) (8,882)
Cost of sales --------- ---------
2,164 2,052
Gross profit --------- ---------
Administrative expenses:
(1,660) (2,198)
- Other administrative expenses --------- ---------
Operating profit/(loss) 504 (146)
(8) (10)
Finance cost --------- ---------
Profit/(loss) before taxation 496 (156)
(27) -
Taxation --------- --------
Profit/(loss) for the financial 469 (156)
year/period --------- ---------
Profit/(loss) attributable to:
469 (156)
--------- ---------
469 (156)
Owners of the parent --------- ---------
Irrevocable Undertakings
An irrevocable undertaking has been given by Timeweave to the
Company to vote in favour of the Resolution in respect of its
entire beneficial holding of Ordinary Shares totalling (as at the
latest practicable date prior to the publication of this
announcement), in aggregate 1,818,377 Ordinary Shares, representing
approximately 71.55 per cent. of the Company's issued share
capital.
In addition, an irrevocable undertaking has been given by
Lombard Odier Asset Management (Europe) Limited to the Company to
vote in favour of the Resolution respect of its entire beneficial
holding of Ordinary Shares totalling (as at the latest practicable
date prior to the publication of this announcement), in aggregate
664,328 Ordinary Shares, representing approximately 26.14 per cent.
of the Company's issued share capital.
Therefore, the Company has irrevocable undertakings to vote in
favour of the Resolution by shareholders representing approximately
97.69 per cent. of the Company's issued share capital.
Recommendation
The Board considers the terms of the Sale to be fair and
reasonable and in the best interests of the Company and the
Shareholders as a whole.
Accordingly, the Board unanimously recommends that Shareholders
vote in favour of the Resolution to be proposed at the General
Meeting.
David Craven, DCD Media Executive Chairman, commented:
"The Board of Directors is very pleased to announce, after a
period of negotiation, it has agreed terms with 108 Media to sell
the assets and liabilities of the Group. This is a hugely exciting
opportunity for the business moving forwards, and the teams are
looking forward to working collaboratively to further enhance the
DCD Rights business following a period of sustained growth. "
Extracts of the circular are appended to this announcement.
For further information please contact:
Lisa Hale
Investor Relations/ Media Relations
DCD Media plc
Tel: +44 (0)20 3869 0190
ir@dcdmedia.co.uk
Carl Holmes / George Dollemore
finnCap
Tel: +44 (0)20 7220 0500
For further information, please go to www.dcdmedia.co.uk
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it
forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with
the company's obligations under Article 17 of MAR.
The following text is extracted from the circular:
LETTER FROM THE CHAIRMAN
1. Introduction
This Document sets out details of the proposed sale by the
Company of the entire issued share capital of NBD to 108 Media,
pursuant to the terms of the Sale Agreement for a total
consideration of GBP4.7 million payable in four instalments. The
Sale, if approved, will result in the divestment of substantially
all of the Company's existing business, assets and trade
liabilities.
The Sale is subject to Shareholder approval at the General
Meeting of the Company and the purpose of this Document is
therefore to:
-- set out the background to and reasons for the Sale;
-- explain why the Board believes that the Sale is in the best
interests of the Company and Shareholders as a whole;
-- explain how the Sale will impact the Company; and
-- explain the Resolution to be put to Shareholders at the
General Meeting to be held at the offices of finnCap Ltd, 1
Bartholomew Close, London EC1A 7BL at 11 a.m. on 2 December 2021
and why the Directors recommend that Shareholders vote in favour of
the Resolution.
2. Background to and Reasons for the Sale
Timeweave Limited ("Timeweave"), is a major shareholder of DCD
Media with an entire beneficial holding of Ordinary Shares
totalling (as at the latest practicable date prior to the
publication of this Document), in aggregate 1,818,377 Ordinary
Shares, representing approximately 71.55 per cent. of the Company's
issued share capital. When Timeweave took control of DCD Media
almost ten years ago, there were broad synergies with other media
interests within the Timeweave investment group. Those synergies no
longer exist and DCD Media does not form part of the strategic
landscape for Timeweave. In addition, Timeweave has indicated that
it does not wish to provide further TV programme funding to DCD
Media.
DCD Media was approached by 108 Media in early 2021 and entered
into discussion regarding the potential Sale which has now been
agreed upon, subject to shareholder approval, for a total
consideration of GBP4.7 million in cash (the " Consideration "),
payable over a period of eighteen months in four agreed instalments
with the initial instalment due on Completion.
In light of the Consideration not being paid in full on
Completion, 108 Media has granted the Company an irrevocable option
to re-acquire the entire issued share capital of NBD for
consideration of GBP1.00 in the event that 108 Media fails to pay
an instalment of the Consideration when due or is otherwise found
to be in material breach of its undertakings set out in the Sale
Agreement whilst any Consideration remains outstanding. In the
event that this option is exercised by the Company, any
Consideration already paid by 108 Media shall remain property of
the Company and not be repayable to 108 Media.
Further details of the terms of the Sale and, in particular, the
Consideration are set out in paragraph 7 below.
The Board considers that there are inherent market risks in the
current operating model of the Company such that additional
third-party funding is required to grow the business. Also, the
Company's largest shareholder, Timeweave, has indicated that it is
unwilling to further fund the business and the Board has therefore
concluded that the Sale presents an attractive opportunity for the
Company to realise value and secure an owner for the Company's
business in 108 Media that is expected to provide the support
afforded by Timeweave over the last decade allowing the business to
grow.
The Company understands that 108 Media has access to wider
funding arrangements and the Board believes that 108 Media can
support NBD and deliver a scale play into the market using the
existing DCD Media assets held within NBD as the platform for
achieving this.
The Board believes that the Sale represents good value for
Shareholders and the Sale is considered by the Board to be positive
for the Company's Shareholders as a whole.
3. Sale of entire issued share capital of NBD
Pursuant to the Sale Agreement (details of which are set out at
paragraph 7 below), the Company has reached agreement to sell
substantially all of the Company's existing business, assets and
trade liabilities for a total Consideration of GBP4.7 million.
In conjunction with the sale of NBD, all employees of the Group
are expected to transfer to 108 Media under service contract with
NBD. Only the Directors of DCD Media will remain with the listed
entity.
4. Structure of the Group prior to the Sale, following completion of the Reorganisation
On 7 October 2021, the Company reorganised its operating
structure (the " Reorganisation "). Pursuant to the terms of the
Reorganisation, the Company transferred all of its directly held
subsidiaries to NBD and certain other assets and contracts needed
for the operation of the Group to DCD Media Rights Limited, such
that, following completion of the Reorganisation, NBD is the
Company's sole direct subsidiary.
5. Current Trading
The ongoing global Covid-19 crisis has led to widespread
uncertainty in the Company's markets. There has been a significant
impact on production timetables with a need to plan for, and react
to, frequent changes and delays in delivery of new programming in
the Group's specific market sector. However, as set described in
the Group's final results for the financial year ended 31 March
2021 (as approved by shareholders on 30 September 2021), the Group
has a high-quality library of content and while currently there is
a delay in reaching signature stage and subsequent delivery, the
Group has a number of exciting deals it has closed before the end
of the first half of this year. This has enabled the business to
perform in line with management's expectations.
The table below displays the Group's consolidated income
statement for the year ended 31 March 2021 and fifteen months ended
31 March 2020, the last financial periods reported on by the
Group.
Audited Year to Audited 15
months to
31 March 2021 31 March 2020
GBP'000 GBP'000
Revenue 11,327 10,934
(9,163) (8,882)
Cost of sales --------- ---------
2,164 2,052
Gross profit --------- ---------
Administrative expenses:
(1,660) (2,198)
- Other administrative expenses --------- ---------
Operating profit/(loss) 504 (146)
(8) (10)
Finance cost --------- ---------
Profit/(loss) before taxation 496 (156)
(27) -
Taxation --------- --------
Profit/(loss) for the financial 469 (156)
year/period --------- ---------
Profit/(loss) attributable to:
469 (156)
--------- ---------
469 (156)
Owners of the parent --------- ---------
6. Information on 108 Media
From its development, licensing, financing, ad-sales, and
production offices and outposts in Singapore, Toronto, Los Angeles,
Tokyo, London (HQ), Manila and Kuala Lumpur, 108 Media is a
privately held capital-backed international creative IP and media
asset firm which for over a decade has sought to redefine and
revolutionise the way content is created, curated and consumed.
With its proprietary mandate of investing resources into emerging
markets to champion bold independent voices while managing and
structuring large-scale mainstream global productions, 108 Media
operates proudly at the nexus of the creative and corporate worlds
through its fully integrated cross-border and cross- cultural media
and entertainment ecosystem.
7. Summary of the Sale Agreement
Pursuant to the terms of the Sale Agreement, 108 Media has
agreed to acquire the entire issued share capital of NBD. The
completion of the sale and purchase of 100% of the issued shares of
NBD is from here on referred to as Completion.
Pursuant to the terms of the Sale Agreement, 108 Media has
agreed to pay the Company GBP4.7 million in consideration for the
entire issued share capital of NBD.
Completion of the Sale is conditional on the passing of the
Resolution at the General Meeting.
Consideration
The Consideration will be paid in the following
installments:
(a) GBP350,000 will be payable by 108 Media on Completion of the Sale;
(b) GBP1.45 million will be payable within six months of Completion;
(c) GBP1.45 million will be payable not later than twelve months from Completion; and
(d) GBP1.45 million pounds (the "Final Consideration Payment")
will be payable not later than eighteen months from Completion.
108 Media requires to provide proof of funds to the Company for
each installment of Consideration no later than three Business Days
prior to the agreed payment date for such installment. 108 Media
shall have the option to pay the outstanding Consideration at any
point.
Pre-completion Undertakings
The Company has given certain customary undertakings in relation
to the period between signing the Sale Agreement and Completion
including that the business will continue to operate in the
ordinary course.
Loan
On Completion, the Company will grant a facility of up to
GBP200,000 in favour of NBD for the purposes of providing
additional working capital in the business (the "Loan"). The Loan
may be drawndown in multiples of GBP10,000 on the written request
of NBD. Whether amounts are advanced under the Loan is at the sole
discretion of DCD Media (acting in good faith). That part of the
Loan which has been utilised by NBD will attract interest at a rate
of 10% (rolled-up and payable on loan repayment). The Loan can be
repaid at any point in time at the option of 108 Media prior to the
last date on which the Final Consideration Payment is payable and
pro-rated interest will be applied (rounded up to the nearest month
end) in such circumstances. In the event that 108 Media elects not
to repay the loan at an earlier date, the Loan will be repayable in
full (including interest) on the eighteen month anniversary of
Completion.
Option and Security
As mentioned above, 108 Media has granted the Company an
irrevocable option to re-acquire the entire issued share capital of
NBD for consideration of GBP1.00 in the event that 108 Media fails
(i) to pay an instalment of the deferred consideration on the
relevant date; (ii) fails to repay the Loan prior to the eighteen
month anniversary of Completion; or (iii) is found to be in
material breach of its undertakings during the period whilst any
consideration is outstanding (such period to be known as the "
Deferred Payment Period "). In the event that this option is
exercised by the Company, any consideration or Loan repayment
already paid by 108 Media to the Company shall remain property of
the Company and will not be repayable to 108 Media.
During the Deferred Payment Period, the Company will retain
certain consent rights in respect of customary reserved matters and
shall have the right to appoint the majority of directors to the
board of NBD and to each member of NBD's group company.
Warranties and the Tax Covenant
The Company has given certain warranties to 108 Media that are
customary for a transaction of this nature. The warranties given
include those relating to title, capacity, authority, solvency tax,
financial matters, financial debt, compliance, contracts,
insurance, litigations, intellectual property and information
technology, real estate, environmental matters, employees, benefit
arrangements and pension schemes. Certain of those warranties
relating to, amongst other things, title, authority, capacity,
financial matters, contracts, insurance, intellectual property and
compliance with laws will be repeated at Completion. 108 Media has
also given title and capacity warranties in favour of the
Company.
The warranties given by the Company are subject to customary
monetary and other limitations. The liability of the Company for a
breach of warranty (save in the case of fraud and similar matters
of dishonesty) is capped at the amount of Consideration actually
received by the Company. 108 Media must give notice of any claim
under the warranties prior to the date which is 24 months after the
date of the Sale Agreement in respect of the warranties given at
exchange or 24 months after the date of Completion in respect of
the warranties which are repeated on Completion on the basis of the
facts and circumstances then existing. Notice of any claims in
respect of tax matters or under the tax covenant must be given
within three years of Completion.
In the event that 108 Media raises a warranty claim during the
Deferred Payment Period, in the event that such claim is either (i)
settled between the parties; or (ii) in dispute but supported by a
legal opinion provided by 108 Media, 108 Media may set off the
amount of the settled warranty claim or disputed amount (as the
case may be) against the next installment of Consideration. In the
event that the disputed amount is adjudicated in favour of the
Company, such amount will become payable to the Company
immediately.
Termination
Either of the parties may terminate the Sale Agreement if the
Condition is not satisfied prior to the long stop date of 31
December 2021 (as may be extended by the mutual agreement of the
Company and 108 Media). In addition, 108 Media may terminate the
Sale Agreement during the period between signing and Completion if
either (i) there is a breach of a title warranty given by the
Company; or (ii) there is a supplemental disclosure made in respect
of the warranties which are repeated at Completion which would
cause 108 Media to suffer an actual loss in excess of
GBP150,000.
Governing Law and Jurisdiction
The Sale Agreement is governed by English Law. The English
courts have exclusive jurisdiction in relation to all disputes
arising out of, or in connection with, the Sale Agreement.
8. AIM Rule 15 Investment Company
The Sale, if approved, will result in the divestment of
substantially all of the Company's existing business, assets and
trade liabilities. With effect from Completion, the Company will be
classified under AIM Rule 15 as a cash shell and as such will be
required to make an acquisition or acquisitions which constitute(s)
a reverse takeover under AIM Rule 14 (including seeking
re-admission as an investing company (as defined under the AIM
Rules)) on or before the date falling six months after Completion.
Failure to do so will result in the Ordinary Shares being suspended
from trading on AIM pursuant to AIM Rule 40. Admission to trading
on AIM would be cancelled six months from the date of suspension
should the reason for the suspension not have been rectified.
Following Completion the Company will explore its options and will
review (a) the benefits of remaining listed on AIM and the merits
of cancelling the admission of shares trading on AIM; and (b) the
benefit of remaining listed and either identifying an acquisition
or seeking to become and investing company. Shareholders should be
aware that any failure therefore in completing one or more
acquisitions which constitute a reverse takeover under AIM
Rule 14 (including seeking re-admission as an investing company
(as defined under the AIM Rules)) within the relevant timeframe
will result in the cancellation of the Shares from trading on AIM
following a six month period of suspension.
9. Use of Proceeds and Taxation
As at 11 November 2021 (the latest practicable date prior to the
publication of this Document) the Company had a total cash balance
of c.GBP3.85m, of which c.GBP3.31m will remain in NBD leaving
c.GBP0.54m in the Company post Completion. In addition, the Company
will be receiving the Consideration over a period of time as set
out in paragraph 7 which will supplement the Company's cash
reserves. The remaining cash balance is deemed by the Directors as
sufficient to cover outstanding payments and for general working
capital purposes of the Company.
Following Completion, the Board will consider the best way to
maximise Shareholder value which is likely to include returning a
proportion of the cash to Shareholders together with considering
alternative acquisitions as provided under Rule 15. The timing and
method of any distribution or other return of capital remains to be
confirmed and will be notified to Shareholders in due course. The
quantum of any distribution or return of capital will take into
account the investment and/or acquisition opportunities identified
by the Company during the Rule 15 Period, and the wishes of
Shareholders following a consultation process which the Company
will commence following Completion and which is expected to include
one-to-one discussions with larger shareholders.
The Company has undertaken a preliminary tax review of the
likely treatment of the Consideration, based upon which the Company
does not expect to incur any tax liability as a result of the
receipt of the Consideration, but there can be no guarantee that
the final tax amount payable by the Company will not be higher than
the Company's initial estimates, or that certain expected reliefs
(in particular Substantial Shareholdings Exemption), will be
available. If the amount of tax payable by the Company is higher
than expected the final return of capital to Shareholders after
full and final payment of the Consideration may be lower than
expected currently.
The final amount of any distribution or return of capital, and
the timing of the same, will be notified to Shareholders in due
course following the Completion Date.
10. General Meeting
In Part III of this Document you will find a Notice of General
Meeting convening a General Meeting to be held at the offices of
finnCap Ltd, 1 Bartholomew Close, London EC1A 7BL on 2 December
2021 at 11 a.m.
Whilst it remains difficult to predict if Government
restrictions or guidance may change, we will ensure any changes to
the General Meeting arrangements are published on our website
www.dcdmedia.co.uk. Please also check the latest Government
guidance before you consider travelling to the venue.
Shareholders are strongly encouraged to register their vote in
advance of the General Meeting by completing proxy vote forms
online at www.signalshares.com
11. The Resolution
Shareholders are being asked to approve the Sale by voting in
favour of the Resolution. The Resolution will be proposed as an
ordinary resolution. This means that if the majority of votes cast
are in favour of the Resolution, the Sale will be approved.
12. Action to be taken
Please note that proxy forms are no longer sent out unless
requested by email to shareholderenquiries@linkgroup.co.uk or by
phone to 0371 664 0300. Calls are charged at the standard
geographic rate and will vary by provider. Calls outside the United
Kingdom will be charged at the applicable international rate. Lines
are open between 09:00 - 17:30, Monday to Friday excluding public
holidays in England and Wales.
Shareholders will be able to vote electronically by logging on
to www.signalshares.com and following the instructions. You will
need your investor code (known as the IVC) which can be located on
your share certificate or by calling the Share Registrars, Link
Group, on 0371 664 0300. Calls are charged at the standard
geographic rate and will vary by provider. Calls outside the United
Kingdom will be charged at the applicable international rate. Lines
are open between 9.00 a.m. and 5.30 p.m., Monday to Friday
excluding public holidays in England and Wales. Please note that
Link Group cannot provide any financial, legal or tax advice and
calls may be recorded and monitored for security and training
purposes.
If you hold shares in CREST, in order for a proxy appointment or
instruction made using the CREST service to be valid, the
appropriate CREST message (a CREST Proxy Instruction) must be
properly authenticated in accordance with Euroclear's
specifications, and must contain the information required for such
instruction, as described in the CREST Manual. The message,
regardless of whether it constitutes the appointment of a proxy or
is an amendment to the instruction given to a previously appointed
proxy must, in order to be valid, be transmitted so as to be
received by the issuer's agent (ID RA10) by 11 a.m. on 30 November
2021. For this purpose, the time of receipt will be taken to be the
time (as determined by the time stamp applied to the message by the
CREST application host) from which the issuer's agent is able to
retrieve the message by enquiry to CREST in the manner prescribed
by CREST. After this time, any change of instructions to proxies
appointed through CREST should be communicated to the appointee
through other means.
Appointing a proxy will not preclude you from attending the
General Meeting in person, if you so wish and are entitled.
13. Irrevocable Undertakings
An irrevocable undertaking has been given by Timeweave to the
Company to vote in favour of the Resolution in respect of its
entire beneficial holding of Ordinary Shares totalling (as at the
latest practicable date prior to the publication of this Document),
in aggregate 1,818,377 Ordinary Shares, representing approximately
71.55 per cent. of the Company's issued share capital.
In addition, an irrevocable undertaking has been given by
Lombard Odier Asset Management (Europe) Limited to the Company to
vote in favour of the Resolution respect of its entire beneficial
holding of Ordinary Shares totalling (as at the latest practicable
date prior to the publication of this Document), in aggregate
664,328 Ordinary Shares, representing approximately 26.14 per cent.
of the Company's issued share capital.
Therefore, the Company has irrevocable undertakings to vote in
favour of the Resolution by shareholders representing approximately
97.69 per cent. of the Company's issued share capital.
14. Recommendation
The Board considers the terms of the Sale to be fair and
reasonable and in the best interests of the Company and the
Shareholders as a whole.
Accordingly, the Board unanimously recommends that Shareholders
vote in favour of the Resolution to be proposed at the General
Meeting.
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END
DISUVORRANUAAUA
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November 16, 2021 02:00 ET (07:00 GMT)
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