ONEVIEW GROUP PLC Proposed Disposal of Loan and of investment in Q Acoustics Limited Proposed Tender Offer
Proposed change of name to OneView Group Plc Proposed Waiver of the requirements of Rule 9 of the City Code Admission of Enlarged Issued Share Capital to trading on AIM
and
Notice of General Meeting
The Company also proposes to make a tender offer of 22,392,875 Existing Shares at 5 pence per share, which will be completed prior to Completion. The Tender Offer is required to ensure the Acquisition is tax efficient for the Vendors by enabling the Vendors to exchange their shares in OneView for shares in the Company without incurring a US tax liability.
The Company intends to dispose of its Loan and of its investment in Q Acoustics, which acquired Armour Home, the operating business of the Group prior to the Company becoming an investing company. The Company will receive consideration of approximately £1.15m under the terms of the Disposal further details of which are set out in the Admission Document to be sent to shareholders later today. The admission document will be made available on the Company's website once posted to shareholders.
The Acquisition constitutes a reverse takeover under Rule 14 of the AIM Rules and accordingly requires Shareholder approval, which is being sought at the General Meeting to be held at the offices of Arnold & Porter (UK) LLP Tower 42, 25 Old Broad Street, London, EC2N 1HQ at 10.00 a.m. on 14 March 2016.
In 2014, OneView launched its own proprietary cloud-based framework supporting mobile devices to connect the online experience of retail websites and the offline in-store experience ("omni-channel")
OneView solutions provide services such as: click and collect, shared online/in-store basket and product recommendations
Over 8,000 licences have been sold to date to five blue-chip customers
including German mobile phone provider E-Plus, Arizona based tire and wheel retailer Discount Tire and UK based construction industry supplier Travis Perkins
OneView has a growing pipeline and is expanding its channel
partnerships.
Transaction HighlightsProposed Acquisition of OneView for an aggregate consideration of 305,263,158 Consideration Shares of which 276,346,760 will be issued on Completion and 28,916,398 will be issued upon exercise of the OneView Options
Based on a value of 5 pence for each Consideration Share, this values
OneView at approximately £15.26 million
The Acquisition constitutes a reverse takeover under Rule 14 of the AIM Rules for Companies and accordingly requires Shareholder approval
Tender offer of 22,392,875 Existing Shares at 5 pence per share, which
will be completed prior to the Completion of the Acquisition
Proposed Disposal of the investment in Q Acoustics and transfer of Loan
Bob Morton, Executive Chairman of Armour commented:
"I am pleased to announce the acquisition of OneView which is an exciting growth company with an encouraging pipeline of opportunities. We have looked at a great number of potential targets and the board believes that this acquisition provides a major opportunity for the shareholders in Armour to realise significant value through the further growth in OneView. I have enjoyed my time as Chairman of Armour and after 14 years will be stepping down on completion of the acquisition."
Stuart Mitchell, CEO of OneView Commerce commented:
"We are delighted to be joining AIM, as we see this as a great way to support our fast growth and global initiatives. Our omni-channel offering has provided us with such high quality customers as Travis Perkins and Discount Tire and our broad pipeline of retail opportunities shows continued increase. The need to bring the mobile experience into the store and to service the connected customer across all shopping channels becomes ever more important for retailers today. We look forward to announcing further progress and customer wins over the coming months"
Further Details:
Armour Group plcMark Wilson, Finance Director
Tel: 01634 673172
Geoff Nash Grant Bergman
Stephen Norcross (Broking)
Robyn McConnachie
Tel: 0207 220 0500
Tel: 020 7653 9848
The Company has announced today that it has conditionally agreed to purchase OneView for an aggregate consideration of 305,263,158 Consideration Shares of which 276,346,760 will be issued on Completion (the "Vendor Shares") and a further 28,916,398 may be issued upon exercise of the OneView Options (the "Option Shares"). Based on a value of 5 pence for each Consideration Share, this values OneView at approximately £15.26 million.
The Company also proposes to make a tender offer of 22,392,875 Existing Shares at 5 pence per share, which will be completed immediately prior to Completion. The Tender Offer is required to ensure the Acquisition is tax efficient for the Vendors by enabling the Vendors to exchange their shares in OneView for shares in the Company without incurring a US tax liability. Hawk Investments has agreed to tender such number of Ordinary Shares as may be required to ensure that the aggregate number of shares tendered is 22,392,875 Ordinary Shares.
The Company intends to dispose of its investment in Q Acoustics, which acquired Armour Home, the operating business of the Group prior to the Company becoming an investing company. The investment in Q Acoustics will be acquired by Hawk Investments and the Disposal will include the transfer of the Loan to Hawk Investments at par (including accrued but unpaid interest). The Company will receive consideration of approximately £1.15m under the terms of the Disposal further details of which are set out in the Admission Document to be sent to shareholders later today.
Upon Completion, the New Ordinary Shares will rank pari passu with the Existing
Ordinary Shares. Application will be made for the admission of the Enlarged Issued Share Capital to trading on AIM.
The Acquisition constitutes a reverse takeover under Rule 14 of the AIM Rules and accordingly requires Shareholder approval, which is being sought at the General Meeting to be held at the offices of Arnold & Porter (UK) LLP Tower 42, 25 Old Broad Street, London, EC2N 1HQ at 10.00 a.m. on 14 March 2016. In addition, the Independent Shareholders will be asked to waive an obligation on the Concert Party under Rule 9 of the City Code to make a general offer to acquire all of the Existing Ordinary Shares as a result of the issue of the Consideration Shares. In addition, the Tender Offer, the Disposal and the Acquisition are deemed to be related party transactions under Rule 13 of the AIM Rules. The Acquisition is conditional on the Tender Offer and the Disposal and accordingly, the Proposals are conditional upon, amongst other things, the passing of the Resolutions and Admission.
Armour is an investing company which is seeking opportunities to acquire companies that offer significant growth. The Independent Director believes that the opportunity to acquire OneView offers the potential for significant capital growth.
On 10 March 2014, the Group disposed of its Automotive Division for £10.9 million to AAMP of America. On 4 August 2014, the Group completed the disposal of its only other operating division, Armour Home Electronics Limited and subsidiaries to Q Acoustics. Following the proposed Disposal and Tender Offer, the Company will hold cash balances of approximately £2.8m, will have no subsidiaries with any assets, liabilities or business and will hold no investments.
Under the AIM Rules, the Company is required to make an acquisition or acquisitions which constitute a reverse takeover under the AIM Rules or otherwise implement its investing policy within 12 months of the disposal of Armour Home Electronics Limited. The Company's shares were suspended from trading on AIM on 5 August 2015.
OneView has developed a range of cloud-based software products for use in retail estates. OneView developed the products to address what it believes to be a shift in shopping behaviours brought on by the transition to e-commerce and the need for retailers to provide a consistent shopping experience for customers
Armour Group plc issued this content on 26 March 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 29 March 2016 16:08:07 UTC
Original Document: http://www.armourgroup.uk.com/documents/Reverse-Takeover-Tender-Offer-FINAL-CL-v2-1.pdf
