SMG Simian Glbl

 
TIDMSMG 
 
07 June 2018 
 
SIMIAN GLOBAL PLC 
 
("Simian" or the "Company") 
 
Update on Acquisition 
 
 
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 GBP1.01m, 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 
 
 
 
END 
 

(END) Dow Jones Newswires

June 07, 2018 09:03 ET (13:03 GMT)

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