Agreement with MESH Holdings plc
03 August 2020
Further to its announcement on 14 July 2020, Asimilar Group plc (AIM: ASLR), the AIM quoted investing company focused on technology opportunities in the fields of big data, machine learning, telematics and the Internet of Things (IoT), is pleased to confirm it has reached a definitive agreement with MESH Holdings plc ('MESH') in relation to its proposed subscription in, and the granting of options over, the equity of Sentiance N.V. ('Sentiance').
The agreement provides that MESH will issue Asimilar with 24 million new ordinary shares in MESH credited as fully paid ('Consideration Shares') in consideration for the Company having assigned to MESH its interest and rights to subscribe for 10,000 new Sentiance shares at a price of €750 per share; to obtain an option to purchase 32,225 existing Sentiance shares at an exercise price of €650 per share; and to obtain a further option to subscribe for 10,000 new Sentiance shares at an exercise price of €750 per share, all as announced by Asimilar on 4 March 2020 (the 'Assignment').
The Assignment is conditional on the approval by MESH shareholders of resolutions to issue the new MESH shares, to be sought at the AGM of MESH to be held on 20 August 2020, which MESH convened following its announcement on 14 July of its offer to acquire 100% of Sentiance.
MESH currently has 246,090,166 ordinary shares in issue. Following the issue of the Consideration Shares, assuming no further shares are issued by MESH, Asimilar will hold approximately 8.89% of the enlarged issued share capital of MESH.
As a result of the Assignment, Asimilar has suspended its negotiations with Sentiance in relation to the proposals announced on 4 and 12 March 2020, pending completion of the Assignment following the MESH AGM.
It is anticipated that the suspension of trading in the Company's shares will be lifted following completion of the Assignment, which is subject to the passing of the necessary resolutions at the MESH AGM convened for 20 August 2020.
Rory O'Sullivan is a director of MESH, and has an interest in Asimilar shares representing 5.0% of its issued share capital. Robert Bonnier is a director of MESH. His wife, Nashida Islam Bonnier, has an interest in 14.8% of MESH's issued share capital and 2.6% of Asimilar's issued share capital. Mirador FZE has an interest in 8.5% of MESH's issued share capital and 9.5% of Asimilar's issued share capital. Chris Akers has an interest in 3.1% of MESH's issued share capital and 6.8% of Asimilar's issued share capital.
John Taylor, Chairman of Asimilar commented: "We are delighted to have finalised negotiations with MESH which have concluded with a deal that benefits all parties. Through our holding in MESH, we expect to benefit from a material economic interest in Sentiance without having had to subcribe directly into Sentiance, whilst MESH now has a clear route to complete its proposed acquisition of the entire share capital of Sentiance. We believe this arrangement will directly benefit Asimilar shareholders, given the size of our stake in MESH following the Assignment.
We look forward to tracking the progress of MESH and Sentiance closely, and will update shareholders with future developments."
|Asimilar Group plc|
|John Taylor, Non-Executive Chairman||via Buchanan|
|Cairn Financial Advisers LLP|
|Sandy Jamieson, Liam Murray||Tel: +44 20 7213 0880|
|Peterhouse Capital Limited|
|Duncan Vasey / Lucy Williams||Tel: + 44 20 7220 9797|
|Buchanan Communications Limited|
|Richard Oldworth / Chris Lane||Tel: +44 (0) 20 7466 5000|