Placing to raise £17.25mJanuary 28, 2011
(“Globo” or the “Company”)
Placing to raise £17.25m
Globo plc (LSE-AIM: GBO), the international IT, mobile solutions and SaaS provider, announces further to the statement of 26 January 2011, that it has raised approximately £17.25 million before expenses via a placing (the “Placing”), with UK and international investors, of 115,000,000 new ordinary shares of 1 pence each,representing approximately 39.66per cent of the issued share capital of the Company as enlarged by the Placing,at a price of 15 pence per share (the “Placing Shares”). The placing price represents a discount of approximately 10.45% per cent to the closing share price as at 27 January 2011.
The Placing was strongly supported and significantly over-subscribed by UK and international institutional investors. A total of £3.04 million, representing the issue of 20,270,160 Placing Shares, has been raised pursuant to the authorities granted to the Directors to allot new ordinary shares on a non-pre emptive basis pursuant to certain resolutions passed at the 2010 Annual General Meeting (the “Existing Authorities”). A total of £14.21 million, representing the issue of 94,729,840 Placing Shares, is conditional on, inter alia, shareholder approval through the passing of certain resolutions at a general meeting.
A circular convening a general meeting to be held at 11 a.m. on 17 February 2011 (the “General Meeting”) will be posted to shareholders shortly. At the General Meeting, shareholder approval will be sought, inter alia, for the allotment and issue of 94,729,840 Placing Shares. Shareholder approval will also be sought to grant additional authorities to allot and issue shares, representing 3.45 per cent of the issued share capital following the Placing, to provide the Company with a level of flexibility with funding.
To enable the Company to take advantage of the Existing Authorities, the Placing will comprise two Admissions:
§ First admission will comprise of 20,270,160 Placing Shares (“First Admission”); and
§ Second admission will comprise of 94,729,840 Placing Shares (“Second Admission”).
First Admission is not conditional on Second Admission occurring, but Second Admission is conditional on First Admission having occurred and the passing of the appropriate resolutions at the General Meeting.
Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. It is expected that admission will become effective and dealings will commence at 8.00am on:
§ 4 February 2011 (for the Placing Shares the subject of First Admission); and
§ 23 February 2011 (for the Placing Shares the subject of Second Admission).
Assuming First Admission and Second Admission occur, the net proceeds of the Placing of £16.33 million will, in the opinion of the Directors, provide sufficient capital to fund the existing business of the Company, together with its stated international development plans. It will also allow the Company to invest further in the development of its software platforms.
The Placing will leave the Company with a net cash position and substantially reduce the Company’s reliance on financing from banks. Most of the debt facilities currently utilised by the Company are secured on collateralised trade receivables (typically sales invoices or cheques). As and when payment for these trade receivables are collected over the coming six months, the proceeds from these collections will be used to pay down bank debt, resulting in significant savings in financing costs for the Company. Bank financing costs incurred for the year ended 31 December 2010 amounted to approximately €1.27 million (2009: €1.24 million).
In the event that only First Admission occurs, the gross proceeds of the Placing are expected to be £3.04, million with proceeds after expenses expected to be £2.84 million. In this event, the funds raised will provide ongoing working capital support to the Company and will provide funding for Globo’s international business development needs. It will not however have a significant effect on the Company’s current level of bank debt since bank debt facilities would need to be retained to support the cash flows of the Company.
Further information on Globo and its products can be found on the Company’s website at www.globoplc.com.
Details of the Placing
The Placing is being conducted on behalf of the Company by Daniel Stewart & Company plc (“Daniel Stewart”) pursuant to the terms of a placing agreement (the “Placing Agreement”). Pursuant to the Placing Agreement, Daniel Stewart has procured subscribers for 115,000,000 new ordinary shares, in aggregate, at a price of 15 pence per ordinary share.
The Placing Agreement contains warranties in favour of Daniel Stewart given by the Company and certain Directors with respect to its business and certain matters connected with the Placing. In addition, the Company has given customary indemnities to Daniel Stewart in connection with the Placing and their performance of services in relation to the Placing. Daniel Stewart has certain rights to terminate the Placing Agreement in specified circumstances.
Following the Placing, the Directors’ shareholdings will be as follows:
No, of ordinary shares held
Shareholding percentage (%)
Details of the General Meeting
The General Meeting will be held at the offices of Daniel Stewart & Company plc, Becket House, 36 Old Jewry, London, EC2R 8DD, at 11 a.m. on 17 February 2011. A form of proxy for use at the General Meeting will be enclosed with the circular sent to shareholders. The form of proxy should be completed and returned to the Company’s registrars, Share Registrars Limited, Suite E, 1st floor, 9 Lion and Lamb Yard, Farnham, Surrey GU9 7LL or sent by fax to 01252 719232 or scanned and sent by email to [email protected], in accordance with the instructions printed on it as soon as possible and, in any event, so as to be received no later than 11 a.m. on 15 February 2011. Completion and return of a form of proxy will not preclude shareholders from attending and voting in person at the General Meeting should they so wish.
The Directors consider the Placing to be in the best interests of the Company and its shareholders as a whole and accordingly recommend that shareholders vote in favour of the resolutions to be proposed at the General Meeting as they intend to do in respect of their own holdings representing in aggregate approximately 39.16 per cent. of the current issued share capital.
Following First Admission, the issued share capital of Globo shall comprise 195,267,915 ordinary shares of 1 pence each. The Company holds no shares in treasury. Therefore, the total number of voting rights in the Company is 195,267,915. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Financial Services Authority’s Disclosure and Transparency Rules.
Costis Papadimitrakopoulos, Chief Executive Office, commented:
“We are delighted with the strong support received from institutional investors for the placing which represents a major milestone in Globo’s development. Over the past 3 years, we have consistently delivered upon expectations and successfully implemented the initial phase of our expansion into the international mobile arena. We are excited by the opportunity to create shareholder value in this rapidly growing market and the funds raised will enable us to achieve this objective.”
Globo plc +30 210-646-6008
Costis Papadimitrakopoulos, CEO
Dimitris Gryparis, Finance Director
Daniel Stewart & Company plc +44 (0) 20 7776 6550
Nominated Adviser: Antony Legge, Emma Earl, Noelle Greenaway
Corporate Broker: Christopher Theis
Bankside +44 (0) 20 7367 8888
Globo plc was admitted to AIM in December 2007. Founded in 1997, Globo has established itself as one of the international market leaders in the Mobile and ICT market, offering a wide range of products and services to the mobile, corporate, public and consumer market. It provides mobile, e-business and telecom software products and related services to the private and governmental and mobile sectors. The Group has an international presence with offices and subsidiaries in 8 countries and continues to expand internationally based on its mobile communications strategy. For further information please go to www.globoplc.com.
The distribution of this announcement into jurisdictions other than the United Kingdom may be restricted by law and, therefore, persons into whose possession these documents come should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws or regulations of any such jurisdiction. In particular, such documents should not be distributed, forwarded or transmitted in or into the United States, Canada, Australia, the Republic of South Africa or Japan or into any other jurisdiction where to do so would or might constitute a violation of local applicable laws or regulations.
This announcement is for information purposes only and does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in any jurisdiction and should not be relied upon in connection with any decision to subscribe for or acquire any of the Placing Shares. In particular, this announcement does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States.
The Placing Shares have not been and will not be registered under the US Securities Act 1933 (the “Securities Act”) or with any securities regulatory authority of any state or other jurisdiction of the United States and, accordingly, may not be offered, sold, resold, transferred, delivered or distributed, directly or indirectly, within the United States except in reliance on an exemption from, or in a transaction subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.
There will be no public offer of the Placing Shares in the United States. The Placing Shares are being offered and sold only outside the United States in offshore transactions in accordance with Regulation S under the Securities Act. The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Placing Shares or the accuracy or adequacy of the this announcement. Any representation to the contrary is a criminal offence in the United States.
This announcement contains forward-looking statements with respect to the financial condition, results of operations and business achievements/performance of Globo and certain of the plans and objectives of management of Globo with respect thereto. These statements may generally, but not always, be identified by the use of words such as “should”, “expects”, “estimates”, “believes” or similar expressions. This announcement also contains forward-looking statements attributed to certain third parties relating to their estimates regarding the growth of markets and demand for products. By their nature, forward-looking statements involve risk and uncertainty because they reflect Globo’s current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of factors could cause Globo’s actual financial condition, results of operations and business achievements/performance to differ materially from the estimates made or implied in such forward-looking statements and, accordingly, reliance should not be placed on such statements.
The Daniel Stewart is authorised and regulated by the Financial Services Authority, and are each acting for the Company and for no-one else in connection with the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to their respective customers or for affording advice in relation to the matters referred to herein. This announcement has been issued by, and is the sole responsibility of, the Company. Daniel Stewart does not accept any liability whatsoever for the accuracy or opinions contained in this announcement (or for the omission of any material information) and Daniel Stewart shall not be responsible for the contents of this announcement.
This announcement and the information contained in it is not for release, publication or distribution, directly or indirectly, in whole or in part, in, into or within the United States, Canada, Australia, the Republic of South Africa or Japan and should not be distributed in, forwarded to or transmitted into any jurisdiction where to do so would or might constitute a violation of local applicable laws or regulations.