CentralNic Group plc (LON:CNIC), the global internet platform that derives revenue from the worldwide sales of internet domain names and related services, has announced that, further to the Company’s announcement released at approximately 7.01 a.m. on 28 February 2022, the Bookbuild has closed and the Group has raised gross proceeds of £42 million (before expenses) through the successful placing of 35,000,000 Placing Shares at the Issue Price of 120 pence per New Ordinary Share. The Placing was significantly oversubscribed.
Conditional on admission of the Placing Shares to trading on AIM becoming effective, the Board also announces the launch of an Open Offer for existing shareholders at the same price per share as the Placing. In aggregate, up to 2,500,000 Open Offer Shares are to be issued pursuant to the Open Offer, at the Issue Price, raising gross proceeds of up to £3 million, on the basis of 1 Open Offer Share for every 100.46403360 existing Ordinary Shares.
The Placing is not conditional on the Open Offer proceeding or on any minimum take-up under the Open Offer.
Assuming full subscription of the 2,500,000 Open Offer Shares to be offered pursuant to the Open Offer, combined with the 35,000,000 Placing Shares, will result in the issued share capital of the Company increasing to 288,660,084 Ordinary Shares. The New Ordinary Shares will represent approximately 13.0 per cent. of the enlarged share capital of the Company.
Zeus and Berenberg acted as Joint Brokers in connection with the Placing.
Use of proceeds
The net proceeds of the Placing will be used to part-fund the consideration and fees in respect of the acquisition of VGL Verlagsgesellschaft mbH. VGL is being acquired for an enterprise value of EUR 60 million, with initial consideration of EUR 67 million (approx. US$75 million), payable in cash on completion, inclusive of customary adjustments for cash and working capital.
The Acquisition brings additional scale and capabilities to CentralNic’s Online Marketing division, contributing traffic-generating websites, content expertise and new partner relationships to enhance CentralNic’s AI-driven business, which delivered 65% organic growth in 2021. It also further reduces revenue concentration with Google due to Amazon adding another large-scale partner that could buy traffic.
The Acquisition is expected to be double digit earnings enhancing for the financial year ending 31 December 2022, prior to any synergies being realised.
VGL generated US$55.3 million of revenue (unaudited) and US$10.9 million of Adjusted EBITDA (unaudited) in the 12 months to 31 December 2021.
Further Details of the Placing
Zeus and Berenberg have, as agents for the Company, placed 35,000,000 Placing Shares through the Placing at the Issue Price of 120 pence per Ordinary Share, which will be allotted and issued to institutional and other investors, to raise gross proceeds of £42 million. The Placing has been undertaken via a non pre-emptive cashbox placing to minimise the time to completion of the Acquisition.
The Placing Shares will, following Admission, rank pari passu in all respects with the existing Ordinary Shares in issue at the date of this announcement and will carry the right to receive all dividends and distributions declared, made or paid on or in respect of the Ordinary Shares after Admission.
Upon completion of the Placing, the Placing Shares will represent approximately 12.2 per cent. of the Company’s enlarged share capital on Admission.
Related party transactions
Kestrel Partners LLP is a substantial shareholder in the Company (and therefore a related party of the Company for the purposes of the AIM Rules) and has conditionally subscribed for 6,500,000 Placing Shares. The participation of Kestrel Partners LLP in the Placing constitutes a related party transaction under Rule 13 of the AIM Rules.
The Directors consider, having consulted with the Company’s nominated adviser, Zeus, that the participation of Kestrel Partners LLP in the Placing is considered to be fair and reasonable insofar as Shareholders are concerned.
Admission
Application has been made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM at 8.00 a.m. on 2 March 2022, following satisfaction (or where applicable, waiver) of the conditions in the Placing Agreement, details of which are set out in the Launch Announcement.
Total Voting Rights
Upon Admission, the total number of Ordinary Shares in issue and voting rights in the Company will be 286,160,084. The Company does not hold any shares in treasury.
The above 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 share capital of the Company under the FCA’s Disclosure Guidance and Transparency Rules
Launch of Open Offer
In addition to the Placing, CentralNic intends to raise up to a further £3 million by way of an Open Offer to Shareholders pursuant to which those Shareholders will be invited to subscribe for up to 2,500,000 Open Offer Shares, each Open Offer Share being offered at the Issue Price, on a basis of one Open Offer Share for every 100.46403360 existing Ordinary Shares held. The Open Offer will also allow those Shareholders to apply for more than their pro rata entitlement to the extent the Open Offer is not fully subscribed. The Open Offer will be offered on a pre-emptive basis using the Group’s existing share authorities and will be conditional on completion of the Placing and on admission of the Open Offer Shares to trading on AIM. The terms of the Open Offer will be contained within a circular, which is expected to be posted to Shareholders on or around 1 March 2022.
Expected timetable of principal events
| Record date | 25 February 2022 |
| Dispatch of circular (including launch of Open Offer) | 1 March 2022 |
| Ex-entitlement date | 1 March 2022 |
| Posting of notice of Open Offer in the London Gazette | 2 March 2022 |
| Basic entitlements and excess entitlements credited to CREST | 2 March 2022 |
| Latest time for requesting withdrawal of basic entitlements and excess entitlements from CREST | 4.30 p.m. on 11 March 2022 |
| Latest time for depositing basic entitlements and excess entitlements in CREST | 3.00 p.m. on 14 March 2022 |
| Latest time and date for splitting application forms | 3.00 p.m. on 15 March 2022 |
| Latest time for receipt of completed application forms and payment for the Open Offer | 11.00 a.m. on 17 March 2022 |
| Announcement of result of Open Offer | 18 March 2022 |
| Admission of the Open Offer Shares | 21 March 2022 |
