NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, ANY MEMBER STATE OF THE EEA (OTHER THAN THE UNITED KINGDOM) OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION
13 December 2021
Anemoi International Ltd
("Anemoi" or the "Company")
Proposed Acquisition of id4 AG
Conditional Placing of 54,375,000 Ordinary Shares of $0.001 each at £0.04 per Ordinary Share
Anemoi International Ltd (LSE:AMOI) is pleased to announce that further to the announcement of 28 July 2021, the Company has now entered into a conditional share sale and purchase agreement (the "Acquisition Agreement") with the shareholders of id4 AG (the "Sellers") pursuant to which Anemoi has agreed to acquire the entire issued share capital of id4 AG ("id4") for aggregate consideration of £5,333,333, 50% of which is payable on completion of the Acquisition Agreement ("Completion") ("Initial Consideration") and 50% payable on a deferred basis subject to id4 meeting certain financial targets over the next 5 years. The consideration payable by Anemoi will be satisfied entirely by the issue of Ordinary Shares to the Sellers at a value of £0.04 per share, which in the case of the Initial Consideration will result in the issue of 66,666,666 Ordinary Shares to the sellers on Completion (the "Initial Consideration Shares") (the "Acquisition").
id4 is a Software as a Service (SaaS) company operating in the fast-growing global RegTech market which, in 2019, was valued at $5.46 billion and is projected to increase to $28.33 billion by 2027 (source: https://www.alliedmarketresearch.com/regtech-market).
The Independent Non-Executive Directors of Anemoi consider the Acquisition to represent a transformational, value enhancing transaction for shareholders. id4 is specialised in the provision of digital Customer Lifecycle Management ("CLM") solutions for financial and non-financial institutions, with solutions that help institutions to on-board clients digitally in an increasingly complex regulatory environment, whilst concurrently delivering a client user-friendly experience.
id4's Anti Money Laundering ("AML") and Know Your Client ("KYC") software products are specifically designed for use by small and medium sized regulated financial intermediaries, such as brokers, IFAs, independent asset managers, private banks, business process outsourcers, insurance companies, law firms and trust companies.
In 2020, id4 was nominated as one of the RegTech 100 and received the Best Compliance Solution Award. In 2021, id4 received the Most Innovative Fintech Solution award at the WealthBriefing Swiss Awards.
Anemoi's aim is to deliver growth for its shareholders by driving increased sales of id4's core products and by offering high value-add bespoke solutions to its clients. The Company's focus on increasing sales will be:
· Increasing market penetration of core solutions;
· Building on the significant momentum of multi-year development programme;
· Developing demand-driven bespoke solutions; and,
· An emphasis on the UK and Swiss financial services markets, whilst looking at potential opportunities in other European territories.
Anemoi is also carrying out a placing of new Ordinary Shares ("Placing Shares") at £0.04 per share ("Placing Price") to raise £2.175 million (before expenses) (the "Placing") which will be used to expand id4's sales and CRM capabilities, product development and marketing projects to strengthen id4's brand profile.
The Placing Shares have been conditionally placed by Peterhouse Capital Limited ("Peterhouse") with institutional and other investors. The Placing Shares subscribed for in the Placing will represent approximately 34.62% of the Enlarged Issued Share Capital. The Placing is conditional upon Admission of the Placing Shares occurring by 8 a.m. on 17 December 2021, or such later time and / or date as the Company and Peterhouse may agree.
The Placing Shares and the Initial Consideration Shares will, upon issue, rank pari passu with the Company's existing Ordinary Shares. If Admission does not proceed, the Acquisition will not proceed, the Placing will not proceed, and all monies paid will be refunded to applicants in the Placing.
The Company has also appointed Rémy Schimmel and Tim Donell to the Board of the Company, conditional on Admission.
Completion of the Acquisition will constitute a Reverse Takeover under the Listing Rules and accordingly the Company will apply for the re-admission of its shares to the Official List and the Main Market of the London Stock Exchange. The Company's shares remain suspended from trading pending the publication of a prospectus prepared in accordance with the Prospectus Regulation Rules of the FCA and approved by the FCA, or an announcement that the Acquisition is not proceeding. The Company has prepared a prospectus setting out further information on the Acquisition, the Placing and Admission and the Enlarged Group. The Prospectus will be available at the Company's website: https://anemoi-international.com/ as soon as practicable following its publication and a further announcement will be made in due course.
id4 Co-Founders Sebastien Lalande and Emmanuel Nay, said: "The proposed Acquisition by Anemoi is a major milestone for id4, and we are grateful to investors for backing us. We have spent the past four years building id4 into an innovative and disruptive player in the RegTech market and look forward to transforming id4 into a best-in-class company.
"The fundraising will enable id4 to build on the significant momentum achieved so far. There are many opportunities to capture more market share through increased sales of our core products to increasingly regulated and burdened financial institutions."
Duncan Soukup, Executive Chairman, said: "The Company is in a robust financial position with a healthy balance sheet and growing revenues. id4 has substantial IP and a flexible modular, no-code platform, which create strong barriers to entry. Management's significant equity position also fully aligns them with the Company's shareholders, and we look forward to capitalising on the substantial opportunities for id4's products and services in the future."
| Anemoi International Ltd Duncan Soukup Remy Schimmel
|
+33 676 84 50 51 +41 79 513 87 38 |
| Peterhouse (Broker) Charles Goodfellow
| +44 207 220 9791 |
| Yellow Jersey PR Charles Goodwin Tom Randell Matthew McHale | +44 7747 788 221 |
LEI: 213800MIKNEVN81JIR76
This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No 596/2014 ("MAR") as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended. Upon the publication of this announcement via Regulatory Information Service, this inside information is now considered to be in the public domain.
DISCLAIMER
Peterhouse, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as broker to the Company in relation to the Placing. Persons receiving this announcement should note that Peterhouse will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for advising any other person on the arrangements described in this announcement. Peterhouse has not authorised the contents of, or any part of, this announcement and no liability whatsoever is accepted by it for the accuracy of any information or opinion contained in this announcement or for the omission of any information.
IMPORTANT NOTICES
This announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "anticipates", "targets", "aims", "continues", "expects", "intends", "hopes", "may", "will", "would", "could" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not facts. They appear in a number of places throughout this announcement and include statements regarding the Directors' beliefs or current expectations concerning, amongst other things, the amount of capital which will be returned by the Company and the taxation of such amounts in the hands of Shareholders. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Investors should not place undue reliance on forward-looking statements, which speak only as of the date of this announcement.
The information given in this announcement and the forward-looking statements speak only as at the date of this announcement. The Company, Peterhouse and their respective affiliates expressly disclaim any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement to reflect actual results or any change in the assumptions, conditions or circumstances on which any such statements are based unless required to do so by the Financial Services and Markets Act 2000, the Listing Rules, the Prospectus Regulation Rules or other applicable laws, regulations or rules.
The Existing Ordinary Shares and the New Ordinary Shares have not, nor will they be, registered under the US Securities Act of 1933, as amended (the "US Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States or under the applicable securities laws of Australia, Canada, Japan or the Republic of South Africa. The Existing Ordinary Shares and the New Ordinary Shares to be issued by the Company may not be offered or sold directly or indirectly in or into the United States unless registered under the US Securities Act or offered in a transaction exempt from or not subject to the registration requirements of the US Securities Act or subject to certain exceptions, into Australia, Canada, Japan or the Republic of South Africa or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan or the Republic of South Africa. The Company has not been, and will not be, registered under the US Investment Company Act of 1940, as amended.
The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
The value of shares and the income from them is not guaranteed and can fall as well as rise due to stock market and currency movements. When you sell your investment you may get back less than you originally invested. All of the value of an investor's investment in the Company will be at risk. Past performance is not a guide to future performance and the information in this circular or any documents relating to the matters described in it cannot be relied upon as a guide to future performance. Persons needing advice should contact a professional adviser.
DEFINITIONS
| Acquisition | the proposed acquisition by the Company of the entire issued share capital of id4 pursuant to the terms of the Acquisition Agreement; |
| Acquisition Agreement | means the conditional agreement dated 10 December made between the Company and the Sellers relating to the Acquisition; |
| Admission | means the re-admission of the Existing Ordinary Shares and the admission of the New Ordinary Shares to the Official List by way of a Standard Listing and to trading on the London Stock Exchange's Main Market for listed securities; |
| Company | means Anemoi International Ltd, a company incorporated in the British Virgin Islands whose registered office address is at Folio Chambers, PO Box 800, Road Town, Tortola, BVI; |
| Completion | means completion of the Acquisition; |
| Consideration Shares | means the Initial Consideration Shares and the Deferred Consideration Shares; |
| Deferred Consideration Shares | means 66,666,667 new Ordinary Shares to be issued and allotted to the Sellers pursuant to the terms of the Acquisition Agreement conditional on certain events; |
| Directors, Board or Board of Directors | means the current directors of the Company or the board of directors from time to time of the Company, as the context requires, and "Director" is to be construed accordingly; |
| Enlarged Group | means the Company and id4; |
| Enlarged Issued Share Capital | means the share capital of the Company immediately following the issue of the New Ordinary Shares; |
| Existing Ordinary Shares | means the 35,999,999 Ordinary Shares of $0.001 each in issue as at the date of this Document; |
| FCA | means the UK Financial Conduct Authority; |
| FSMA | means the UK Financial Services and Markets Act 2000, as amended; |
| £, pounds sterling or GBP | means British pounds sterling; |
| id4 | means id4 AG; |
| Initial Consideration Shares | means the 66,666,666 new Ordinary Shares to be issued to the Sellers at the Placing Price on as part of the initial consideration for the Acquisition; |
| Listing Rules | means the listing rules made by the FCA under section 73A of FSMA as amended from time to time; |
| London Stock Exchange | means London Stock Exchange plc; |
| Main Market | means the main market for listed securities of the London Stock Exchange; |
| Market Abuse Regulation or MAR | the UK version of the EU Market Abuse Regulation (2014/596/EU) (incorporated into UK law by virtue of the EUWA) and the relevant provisions of the EU Market Abuse Regulation (2014/596/EU); |
| New Ordinary Shares | means the Placing Shares and the Initial Consideration Shares; |
| Official List | means the official list maintained by the FCA; |
| Ordinary Shares | means the ordinary shares of $0.001 each in the capital of the Company including, if the context requires, the New Ordinary Shares; |
| Placee | any person that has conditionally agreed to subscribe for Placing Shares in the Placing; |
| Peterhouse | means Peterhouse Capital Limited, the Company's placing agent and adviser for the purposes of the Placing; |
| Placing | means the proposed placing of the New Ordinary Shares by the Company at the Placing Price, conditional inter alia on Admission; |
| Placing Price | means £0.04 per New Ordinary Share; |
| Placing Shares | means the 54,375,000 new Ordinary Shares proposed to be issued and allotted pursuant to the Placing; |
| Prospectus | means the prospectus relating to the Acquisition, the Placing, Admission and the Enlarged Group; |
| Prospectus Regulation Rules | the Prospectus Regulation Rules made by the FCA under Part VI of the FSMA; |
| Regulated Activities Order | the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 (as amended) |
| Restricted Jurisdiction | means the United States, Canada, Japan, Australia and the Republic of South Africa; |
| Reverse Takeover | means a reverse takeover as defined in the Listing Rules; |
| SEC | means the U.S. Securities and Exchange Commission; |
| Securities Act | means the U.S. Securities Act of 1933, as amended; |
| Sellers | means Apeiron Holdings (BVI) Limited, Sebastien Lalande and Emmanuel Nay being the sellers of the entire share capital of id4 pursuant to the Acquisition Agreement; |
| Shareholders | means the holders of Ordinary Shares; |
| Standard Listing | means a standard listing under Chapter 14 of the Listing Rules; |
| UK Relevant Persons | persons who (if they are in the UK) are (i) persons having professional experience in matters relating to investments falling within the definition of 'investment professionals' in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) persons who are high net worth bodies corporate, unincorporated associations and partnerships and the trustees of high value trusts, as described in Article 49(2)(a) to (d) of the Order; or (iii) persons to whom it may otherwise be lawful to distribute; |
| United Kingdom or U.K. | means the United Kingdom of Great Britain and Northern Ireland; |
| United States or U.S. | means the United States of America; and |
| USD or $ | US dollars, the lawful currency of the United States of America. |
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