Conditional placing to raise £7.5 million
12 March 2020
Asimilar Group plc, the AIM quoted investing company focused on technology opportunities in the fields of big data, machine learning, telematics and the Internet of Things (IoT), announces that on 11 March 2020 it entered into a conditional placing ("Placing") to raise £7.5 million through the issue of 12,500,000 new Ordinary Shares at a price of 60 pence per share ("Placing Shares").
Warrants over 12,500,000 new Ordinary shares will be issued pursuant to the Placing. Each Placing Share will have a warrant attached to subscribe for one new Ordinary Share at a price of 130 pence, exercisable for two years from the date of admission to trading on AIM on completion of the Proposals as set out below ("Placing Warrants").
The Placing, which was significantly oversubscribed, is conditional, inter alia, on the re-admission of the Company's share capital to trading on AIM ("Admission") and has been undertaken to assist the Company to comply with its obligations under AIM Rule 8.
Admission would be by way of a reverse takeover transaction, details of which were set out in the announcement made by the Company on 4 March 2020. As stated in that announcement, the Company intends to publish an Admission Document and to convene a general meeting seeking shareholder approval to acquire new shares representing a circa 9.3% equity interest in Sentiance NV ("Sentiance"), a leading player in artificial intelligence ("AI"), machine learning and contextual behavioural data science for a consideration of €7.5 million, with options to acquire further existing and new shares in Sentiance (together the "Proposals").
In addition to the Placing Warrants, the Company has also conditionally agreed to issue warrants over 3,500,000 new Ordinary Shares in the Company on completion of the Placing to Chris Akers in relation to the Placing ("Introducer Warrants"). The Introducer Warrants will have an exercise price of 60 pence per Ordinary Share and can be exercised at any time until 31 December 2020.
The Placing is conditional, inter alia, on:
(a) the Company publishing an Admission Document for re-admission to trading on AIM;
(b) the Proposals being approved by shareholders at a general meeting of the Company;
(c) there being no material change in the circumstances and/or prospects of Sentiance prior to completion of the initial €7.5 million equity investment by Asimilar (as described in the RNS of 4 March 2020), as determined by Asimilar;
(d) Asimilar completing its initial €7.5 million equity investment in Sentiance; and
(e) the Company's enlarged share capital being admitted to trading on AIM.
In addition, Asimilar has reserved the right to renegotiate the terms of the Placing in the event of a change of control of Sentiance on or before Admission.
The suspension in trading in Asimilar's shares will be lifted on the publication of an Admission Document, which will include details of the proposed transaction, or in the event that that discussions between Asimilar and Sentiance terminate.
As part of the Placing, Nigel Wray, who is a substantial shareholder in the Company, has subscribed for 291,667 Ordinary Shares. Nigel Wray's participation in the Placing is considered to be a related party transaction under the AIM Rules for Companies. The Directors, having consulted with the Company's Nominated Adviser, consider that the terms of the participation of Mr Wray in the Placing are fair and reasonable insofar as the Company's shareholders are concerned.
Further Information on Sentiance
Sentiance is a Belgian private company headquartered in Antwerp which is in the business of developing artificial intelligence software, machine learning and contextual behavioural data science.
Sentiance has developed proprietary software technology which can be embedded in any mobile application on any connected device which collects and analyses low level IoT sensor data in real time to produce behavioural insights about user location, transport mode and base level activities, detecting and predicting personal context based on the user's current situation and historical patterns and aggregating user patterns, routines and affinities into behavioural segments and profiles. These insights enable companies to understand how customers go through their everyday lives, discover and anticipate key moments for consumers, and adapt their engagement to real-world behaviour and real-time context. Sentiance' contextual intelligence enables solutions for lifestyle based insurance, contextual marketing and commerce, smart mobility, connected health, smart city and connected car. Sentiance's ultimate goal is to provide technology to improve people's lives.
Sentiance has recently closed a number of high profile client contracts with both global industry leaders and emerging challengers, across its core solution verticals: smart mobility, user-based insurance, connected car, personalised wellbeing services and consumer loyalty programs. With a growing roster of global clients and a validated and advanced qualified pipeline of new business opportunities across the globe, the Board believes that Sentiance is poised for significant growth.
According to the unaudited, unconsolidated accounts prepared in accordance with Belgian GAAP for the year ended 31 December 2018, the most recent financial year for which Sentiance has published accounts, Sentiance is a holding company with five subsidiary companies which incurred a loss in the year ended 31 December 2018 of €8.1m.
As at 31 December 2018 Sentiance had net assets of €4.2m including cash of €3.8m. At 31 December 2018 Sentiance had 37 full time employees and 2 part time employees. Sentiance's subsidiaries are (1) Sentiance UK Limited, (2) Sentiance US Inc., (3) Sentiance Baltics UAB, (4) Sentiance Canada Inc. and (5) Sentiance (Shanghai) Information Technology Co. Ltd.
The 2018 results are unaudited, unconsolidated and historic and the Directors believe do not reflect the progress of Sentiance since 1 January 2019. For Sentiance 2018 was a year of development. The business has progressed with commercialisation throughout 2019 leading to an expected year of rollout in 2020. Sentiance now has 32 clients including a number of global leading technology providers, financial institutions and disruptive insurance and mobility platforms.
Following completion of the Proposals Asimilar will have cash resources to be able to complete its proposed initial subscription for 10,000 new Sentiance shares at a subscription price of €750 per share for an aggregate cash consideration of €7,500,000.
While subscribers to the Placing are legally bound to participate in the Placing on the conditions set out above, there is no guarantee that any definitive agreement in relation to the Proposals will be reached with Sentiance.
Following the surrender of subscription rights by the participants in Tranche 2 of the 8 January 2020 placing (as announced today) and completion of the Placing and after adjusting for estimated costs incurred in connection therewith, the Directors estimate that the net asset value of Asimilar on Admission will be approximately £16.2 million which, while significantly below the Company's current market capitalisation, does not take into account the Board's view of the intrinsic value of the Company's investment in Sentiance.
The Company's current issued share capital comprise 105,361,443 Ordinary Shares.
There are currently warrants in issue over 59,395,833 new Ordinary Shares ("Existing Warrants"), representing approximately 36 per cent of the enlarged issued share capital of the Company (as so enlarged by the exercise of the Existing Warrants). The Existing Warrants may be exercised at prices between 5p and 130p at various dates to 3 December 2022. Full details of the Existing Warrants are set out on the Company's website at http://www.asimilargroup.com/content/investors/shareholder_profile
As described above the Company will issue warrants over a further 16,000,000 new Ordinary Shares pursuant to the Placing Warrants and the Introducer Warrants. Furthermore, a further 3,500,000 Compensation Warrants will be issued pursuant to the surrender of subscription rights by the participants in Tranche 2 of the 8 January 2020 placing, details of which are set out above.
John Taylor, Chairman of Asimilar said: "We are pleased with the ongoing support we have received from our shareholders and in particular their shared excitement about our proposed investment in Sentiance."
"We believe that Sentiance will emerge as one of the market leaders in the field of artificial intelligence, machine learning and contextual behavioural science and we continue to work diligently with Sentiance and our advisors on preparing our Admission Document."
Further announcements will be made in due course.
This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.
|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|
Caution regarding forward looking statements
Certain statements in this announcement, are, or may be deemed to be, forward looking statements. Forward looking statements are identiﬁed by their use of terms and phrases such as ''believe'', ''could'', "should" ''envisage'', ''estimate'', ''intend'', ''may'', ''plan'', ''potentially'', "expect", ''will'' or the negative of those, variations or comparable expressions, including references to assumptions. These forward looking statements are not based on historical facts but rather on the Directors' current expectations and assumptions regarding the Company's future growth, results of operations, performance, future capital and other expenditures (including the amount, nature and sources of funding thereof), competitive advantages, business prospects and opportunities. Such forward looking statements reﬂect the Directors' current beliefs and assumptions and are based on information currently available to the Directors.