TANGIBAL GROUP PLC: Acquisition of Infotech Digital Limited
(firmenpresse) - London, 21st December 2012: TANGIBAL GROUP PLC (“Tangibal”, “Company” or “Group”)
- Acquisition of Infotech Digital Limited
- Approval of Waiver of Obligation under Rule 9 of the Takeover Code,
- Placing to raise £3 million and Share Consolidation
HIGHLIGHTS
•The Board of Tangibal is delighted to be able to announce the acquisition of the entire issued share capital of Infotech Digital Limited (“Digital”). Digital supplies and maintains interactive digital signage equipment and software solutions to the digital out of home industry in the UK, India and North America.
•Tangibal is raising £3 million by way of a placing of 42,878,000 Shares (representing 25 percent of the Enlarged Issued Share Capital) to provide working capital including funding the further development of the business in the UK, India and the USA.
•The Acquisition is to be funded by the issue of 100,908,868 Shares to the vendor shareholders of Digital (representing 80 percent of the issued share capital before the Placing and 58.83 percent after the Placing) and the Acquisition is conditional upon the approval of Shareholders, voting by way of a poll, to a waiver of the obligation under Rule 9 of the Takeover Code, for the vendors of Digital to make an offer for the entire issued share capital of Tangibal.
•Tangibal also intends to undertake a share consolidation on the basis of 1 new Consolidated Share for every 10 Existing Shares held at 14 January 2013.
•On completion of the Acquisition, Tangibal proposes to appoint three new directors to the Board and Messrs Hall, Evans and Wilkes will resign.
•The General Meeting to approve the Resolutions is to be held at 11.am on 14 January 2013 at the offices of Shakespeares LLP, Somerset House, Temple Street, Birmingham, B2 5DJ.
Jonathan Hall, Chairman of Tangibal commented:
“The Board of Tangibal is delighted to be making the acquisition of Digital. We believe there is a good fit with our existing operations and Digital’s international coverage, together with the funds being raised from the placing, will allow Tangibal to expand its interactive screen networks globally. Through the acquisition Tangibal is putting itself in an excellent position to grow and deliver shareholder returns in the exciting and developing market of Digital Out of Home Media”
Unless the context otherwise requires, terms defined in the Circular being sent to Shareholder’s shortly have the same meaning in this announcement.
Tangibal Group PLC
Jonathan Hall, Chairman+44 207 754 0459
Dominic Berger, Managing Director
www.Tangibal.com
Cattaneo LLP – Financial Adviser
Charles Cattaneo+44 121 616 0395
Ian Stanway
www.cattaneo.co.uk
The directors of Tangibal accept responsibility for the information contained in this announcement relating to Tangibal. To the best of the knowledge and belief of the directors of Tangibal (who have taken all reasonable care to ensure such is the case), the information contained in this announcement is in accordance with the facts and does not affect the import of such information.
Cattaneo LLP is acting exclusively for Tangibal and no one else in connection with the Proposals and will not be responsible to anyone other than Tangibal for providing the protections afforded to customers of Cattaneo LLP or for providing advice in relation to the Proposals or any other matter referred to in this announcement.
About Tangibal:
Formed in 2008, Tangibal Group Plc has established itself as a vision leader in interactive media and experiential advertising. Our goal is to deliver solutions that entertain, inform and motivate. See www.tangibal.com for more information
Disclaimer:
The information in this press release constitutes "forward-looking information". Other than statements of historical fact, all statements are "Forward-Looking Statements" that involve such various known and unknown risks, uncertainties and other factors. There can be no assurance that such statements will prove accurate. Results and future events could differ materially from those anticipated in such statements. Readers of this press release are cautioned not to place undue reliance on these "Forward-Looking Statements". Except as otherwise required by applicable securities statutes or regulation, the Company expressly disclaims any intent or obligation to update publicly forward-looking information, whether as a result of new information, future events or otherwise.
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