The directors of Simian are delighted to announce that further to previous announcements with regards to the proposed acquisition (the “Acquisition”) of GVC Holdings Limited (“GVCHL”), a prospectus containing further details of the Acquisition, a placing to raise up to £1.01m, admission of the Company’s shares to the Official List (by way of Standard Listing) (the “Admission”) and proposed change of name has been approval by the Financial Conduct Authority (“FCA”). The prospectus is available on the Company's current website, http://www.simianglobal.com, and from its registered address at Finsgate, 5-7 Cranwood Street, London, EC1V 9EE. A copy of the prospectus has also been submitted to the National Storage Mechanism.
The Company announced on 17 February 2018 that it had conditionally agreed to acquire the entire issued share capital of GVCHL, the consideration for which is an aggregate value of the Pound Sterling equivalent of approximately $16 million to be satisfied by the issue and allotment of Ordinary Shares in Simian. The acquisition is conditional, inter alia, upon Admission and should it complete, the enlarged group will become engaged in business that (a) provides 3D digital panels that do not require glasses to be installed within cinema complexes, offering advertisers access to the growing number of cinemagoers in China, and (b) develops and manages out-of-home media networks and provides integrated marketing services.
The purpose of the prospectus, which has been posted to shareholders of Simian, is to explain the background to and reasons for the Acquisition, which is in line with the Company’s strategy. The Acquisition, if completed, will constitute a Reverse Takeover under the Listing Rules because of the size of GVCHL in relation to that of the Company and the fact that it will give rise to a fundamental change to the business, board composition and voting control of the Company resulting in the Company becoming an operating company. The Company indicated in its Original Prospectus that it would seek shareholder approval for a Reverse Takeover despite this not being a specific requirement of the Listing Rules.
Shareholder approval is also required under the Takeover Code to approve a Waiver of Rule 9 of the City Code on Takeovers and Mergers (“the Code Waiver”). This is explained in detail in the prospectus.
Accordingly, a General Meeting of the Company is being convened at which resolutions will be proposed, inter alia, to approve the Acquisition, the issue and allotment of the consideration shares, the placing shares and success fee shares, the issue and allotment of option shares, the Code Waiver and the change of the Company’s name. The Resolutions are set out in full in the notice of General Meeting which has been dispatched to all shareholders. An electronic copy of the notice is also available on the Company's website http://simianglobal.com/investor-relations/circular-to-shareholders/.
The General Meeting will be held at 11.00 a.m. on 18 June 2018 at Finsgate, 5-7 Cranwood Street, London, EC1V 9EE.
For more information:
Simian Global Plc
www.simianglobal.com
Edward Kwan-Mang Ng, Director
Tel: +44 (0) 20 7866 2145
or info@simianglobal.com
Alfred Henry Corporate Finance Ltd
Jon Isaacs or Nick Michaels
Tel: +44 (0) 20 3772 0021
or jisaacs@alfredhenry.com