LR/AIM Rules transactions–May to August 2017

This Market Tracker trend report examines Listing Rules and AIM Rules transactions for the period between 1 May 2017 to 31 August 2017.

Background and approach

Lexis®PSL Corporate and Market Tracker have conducted research to examine current market trends in respect of Listing Rules and AIM Rules (LR/AIM Rules) transactions. This report examines LR/AIM Rules transactions for the period between 1 May 2017 to 31 August 2017 (the Review Period).

We identified a total of 28 LR/AIM Rules transactions within our scope compared to 32 LR/AIM Rules transactions in the period between 1 January 2017 and 30 April 2017, indicating a slight decrease in activity of 12.5%.

Of the 28 transactions reviewed, 23 were related party transactions (2 Main Market companies and 21 AIM companies) and five were Class 1 transactions.

The percentages included in this report have been rounded up or down to whole numbers or one decimal place, as appropriate.

Class 1 transactions

During the Review Period, five Class 1 transactions were announced on the London Stock Exchange representing a 37.5% decrease on the period between January to April 2017.

A key trend noticed in the transaction documents was an increased consideration of global political tension. In addition to the withdrawal of the UK from the European Union, we noted risk factors referencing the global effect on political stability of the Trump administration in the US in three of the five transactions reviewed. One circular referenced more generally the possible material adverse effect arising from political factors, although this was not included in the risk factors.

The largest transaction reviewed was the joint venture between Lamprell plc and the subsidiary of national oil company of the Kingdom of Saudi Arabia (Saudi Aramco), the National Shipping Company of Saudi Arabia (Bahri) and Hyundai Heavy Industries Co. Ltd (Hyundai) to build the largest maritime yard in the Arabian Gulf. The transaction value was £4.1 billion ($5.2 billion). This transaction is of particular interest due to the terms of the Shareholders’ Agreement including certain exit provisions under which the Group could be required to sell its interest in the proposed joint venture under circumstances in which the Company may not have sole discretion.

In a shift from the traditional trend of financing for an acquisition, Centaur Media plc announced that it entered into conditional agreements for both the disposal of its business-to-consumer division, Home Interest, for an enterprise value of £32 million to Future plc and the acquisition of MarketMakers Incorporated Limited services businesses for an initial consideration of £13.4 million. The acquisition by Centaur Media plc is conditional on the disposal of its business, as the net proceeds from the disposal will be used in part to provide all of the consideration for the Acquisition. The company announced two Class 1 transactions in the same announcement.

Transaction type, company, transaction value & key documents Financing Key Terms of transaction Interesting transaction features Advisers
31 May 2017
Joint Venture
Lamprell plc and Saudi Aramco, Bahri and Hyundai
£4.1 billion ($5.2 billion)
Circular
Existing cash resources and cash flows generated through trading activities Lamprell plc to invest an aggregate maximum of £108.5 million (US$140 million) for a 20% ownership interest in proposed joint venture to develop and operate a maritime yard for offshore drilling rigs and vessels in Saudi Arabia (expected to be the largest maritime yard in the Arabian Gulf). Risk factors:

  1. proposed changes (VAT) in the Saudi tax regime
  2. possible material adverse effect of instability in the Middle East and surrounding regions
  3. political instability following the election of Donald Trump as President of the US.

Certain exit provisions in which the company may not have sole discretion, limit transfer, assignment or disposal of ownership interest in joint venture company (JVCo).
In addition to customary considerations with regard to transaction size, the exit provisions were a factor in the classification of the transaction as a Class 1 transaction for the purposes of the Listing Rules.
The general meeting to approve the transaction was held in Dubai.

Investec Bank plc
PricewaterhouseCoopers LLP
7 July 2017
Acquisition
DS Smith plc acquisition of Interstate Resources Inc
£722 million ($920 million) and additional debt repayment of approximately £177 million ($226 million).
Circular
£280 million cash placing, £400 million from a new bridge facility, existing cash resources and the issue of consideration shares with a value of approximately £235 million DS Smith plc to acquire 80% of the total issued share capital of Indevco Management Resources (IMRI), holding company of Interstate Resources Inc. (IRI) for consideration of £722 million ($920 million).
DS Smith will also assume or procure repayment of 100% of the IRI Group's financial indebtedness at completion, expected to be approximately £177 million ($226 million).
Risk factors:

  1. political instability following the election of Donald Trump as President of the US
  2. volatility in exchange rates with the pound sterling since the UK elected to withdraw from the EU
  3. political instability following the UK general election in June 2017.
Citigroup Global Markets Limited
J.P. Morgan Limited
J.P. Morgan Securities plc
7 July 2017
Proposed Disposal & Acquisition
Centaur Media plc
£45.4 million
Circular
Conditional underwritten placing, new banking facility provided by HSBC Bank plc and drawdowns under the future group’s existing facilities to fund the disposal
£32 million disposal of business-to-consumer division to fund the acquisition
Disposal: Future Publishing Limited, a wholly owned subsidiary of Future PLC, will acquire the entire issued share capitals of Ascent Publishing and Centaur Consumer Exhibitions (the Home Interest Business) for an enterprise value of £32 million.
Terms of the acquisition agreement: Centaur will acquire the entire issued share capital of MarketMakers for an initial fixed cash consideration of £13.4 million and a deferred earnout amount based on EBITDA performance to the period ending 31 December 2017.
The disposal and the acquisition each constitute a Class 1 transaction for Centaur Media under the Listing Rules and will therefore both require the approval of shareholders.
The acquisition is conditional, inter alia, upon completion of the disposal.
Risk factors:

  1. completion of the acquisition and disposal at the same or near the same time may lead to integration and execution difficulties.
Wiggin LLP
Dechert LLP
Shore Capital and Corporate Limited
PricewaterhouseCoopers LLP
RSM Corporate Finance LLP
24 July 2017
Disposal
TT Electronics plc
£118.8 million
Circular
n/a TT Electronics entered into a conditional agreement for the sale of its Transportation Sensing and Control division to AVX Corporation, through its subsidiary AVX Limited, for a cash consideration of £118.8 million on a cash free, debt free basis. The transaction is conditional on the amount outstanding under the shareholder loans being no greater than £58 million (€65 million). Gleacher Shacklock LLP
Numis Securities Limited
Allen & Overy LLP
KPMG LLP
10 August 2017
Acquisition by way of merger
Ultra Electronics Hldgs plc
£137.4 million
Circular
Placing with institutional investors and drawdown under existing bank facilities Ultra Electronics entered into a conditional merger agreement to acquire New York Stock Exchange-listed Sparton Corporation (its partner in the ERAPSCO JV which supplies US sonobuoys to the US Department of Defense) at a value of £180.6 million ($234.8 million). The acquisition is to be implemented by way of a merger in accordance with the laws of the State of Ohio. As part of the acquisition, Ultra will assume Sparton's net debt at completion .
Ultra also undertook a placing with institutional investors of 7,047,168 new ordinary shares at a price of 1,950 p per placing share representing approximately 9.9% of Ultra's existing issued share capital raising £137.4 million gross.
Risk factors:

  1. cyber security threats
  2. political instability following the election of Donald Trump as President of the US
  3. volatility in exchange rates with the pound sterling since the UK elected to withdraw from the EU
  4. political instability following the UK General elections in June 2017.

The transaction is conditional on, amongst other things, a vote to adopt the Merger Agreement by at least two-thirds of Sparton Shareholders, competition clearances from relevant anti-trust authorities (including US anti-trust authorities) and completion of review processes from the Committee on Foreign Investment in the US, the US Defense Security Service and Investment Canada Act.

Investec Bank plc
RBC Europe Limited
Guggenheim Securities, LLC

Related Party Transactions

The Review Period looks at 23 Related Party Transactions that were announced on the London Stock Exchange, roughly the same as the period between January to April 2017 where 24 Related Party Transactions were announced.

Again, a key trend spotted in transaction documents was the consideration of political instability within the risk factors. Of the transactions reviewed, 21.7% of companies referred to the UK’s withdrawal from the European Union in the risk factors. Cyber security, the possibility of another general election in the UK, Scottish independence and the Trump administration were other matters that were seen in the risk factor section of transaction documents.

Related Party Transactions — Main Market

Related party transactions on the Main Market decreased to 2 during the Review Period, from 7 during the period between January to April 2017.

Transaction type, company, transaction value & key documents Related parties information Key Terms of transaction Interesting transaction features Advisers
3 May 2017
Disposal and trade agreement
Evraz plc
£274.4 million ($354.4 million)
Circular
Lanebrook Limited, the beneficial owners of which are Roman Abramovich, Alexander Abramov, Alexander Frolov and Eugene Shvidler.
In addition, Messrs Abramov, Frolov and Shvidler (Related Party Directors) are directors of Evraz plc and shareholders in Lanebrook.
Evraz (a steel, mining and vanadium business) has agreed to sell the entire issued share capital of joint stock company Evraz Nakhoda Trade Sea Port (NTSP) to Lanebrook Limited for consideration of £274.4 million (US$354.4 million).
Evraz (through East Metals AG, which is a wholly owned indirect subsidiary of the company) and NTSP also entered into a transhipment agreement on 3 May 2017 pursuant to which Evraz agreed to supply and NTSP agreed to tranship cargo of coal and metals in specified volumes at Nakhodka Trade Sea Port for a period of five years.
As at the date of announcement of the transaction, Lanebrook Limited (a company incorporated in Cyprus) controlled 63.8% of the ordinary shares of Evraz plc. The Related Party Directors, through their holding in Lanebrook, are the ultimate beneficial holders of 21.4%, 10.7% and 3.1% of the ordinary shares of Evraz.
Under the relationship agreement between Evraz and Lanebrook, the entry into of any material new agreement between the company, or any subsidiary undertaking of the company, and Lanebrook, or any subsidiary undertaking of Lanebrook, must be approved by a majority of the independent non-executive directors. Morgan Stanley
Merrill Lynch International
Clifford Chance LLP
23 May 2017
Proposed Firm Placing and Placing, Open Offer and Offer for Subscription
IP Group plc
£200 million
Prospectus
Invesco Asset Management Limited, Woodford Investment Management Limited, Lansdowne Partners Proposed to raise gross proceeds of up to approximately £200 million by the issue of up to 142,857,136 capital raising shares by way of the firm placing, placing, open offer and offer for subscription at 140p per share

  1. 43,478,612 pursuant to the open offer (the directors have the ability to increase the size of the issue by up to 47,571,428 there be sufficient demand)
  2. 96,428,566 capital raising shares through a firm placing raising gross proceeds of £135 million.

The firm placing is underwritten.
The commitment to subscribe for the Firm Placing Shares by each of Invesco, Woodford and Lansdowne, each of which is a substantial shareholder of the Company under Chapter 11 of the Listing Rules, constitutes a related party transaction under Listing Rule 11.1.10 R.

  1. Invesco Asset Management Limited holds 25.4% of the company's share capital and has committed to subscribe for 17,857,142 Firm Placed Shares for a total consideration of approximately £25 million.
  2. Woodford Investment Management Limited holds 14.2% of the company's share capital and has committed to subscribe for 12,142,857 Firm Placed Shares for a total consideration of approximately £17 million.
  3. Lansdowne Partners holds 12.2%. of the company's share capital, has committed to subscribe for 10,714,285 Firm Placed Shares for a total consideration of approximately £15 million.
Risk factors:

  1. volatility in exchange rates with the pound sterling since the UK elected to withdraw from the EU
  2. political instability following the election of Donald Trump as President of the US
Numis Securities Limited
Rothschild
KPMG LLP
BDO LLP
Pinsent Masons LLP
Proskauer Rose LLP
Corrs Chambers Westgarth
Travers Smith LLP

Related Party Transactions — AIM

Related party transactions on AIM increased to 21 during the Review Period, from 17 during the period January to April 2017.

Transaction type, company, transaction value & key documents Related parties Key Terms of transaction Interesting transaction features Advisers
15 May 2017
Institutional funding including issue of secured loan notes
Echo Energy plc
Up to £17 million (20 million euro)
Announcement
Greenberry plc, shareholder of Echo Greenberry has agreed to subscribe for up to 20 million euro principal secured loan notes (euro 15 million subscribed loan notes and the right to purchase a further euro 5 million). In addition, the company is issuing warrants to Greenberry to subscribe for the number of new ordinary shares that may be acquired by the nominal value of loan notes ultimately acquired by Greenberry.
Greenberry, as a substantial 27.2% shareholder, is regarded as a related party for the purposes of the AIM Rules.
Greenberry is also the holder of warrants to subscribe for 530,878,411 ordinary shares in the company at a price of 0.12p per share under a warrant instrument dated 3 March 2017.
Marco Fumagalli, a director of the company, is indirectly interested in 25% of Greenberry's issued shares.
The Greenberry loan notes will be traded on the Luxembourg Stock Exchange Euro MTF Market, due for repayment on a date not more than five years from the date of issue and secured by a charge over the issued share capital of the company’s subsidiary.
In March 2017 the company had announced the re-shaping of the board and the introduction of Greenberry as a cornerstone investor and an open offer of 2,236,280,127 ordinary shares to existing shareholders at the same price as the investment by Greenberry.
ZAI Corporate Finance Limited
Brandon Hill Capital Limited
Fieldfisher LLP
Crowe Clark Whitehill LLP
16 May 2017
Issuance of convertible notes
Velocys plc
£10.16 million
Circular
Ervington and Lansdowne Proposed issue of 18 million convertible loan notes at a price of £0.50 per loan note to the company's two largest Shareholders, Ervington and Lansdowne, amounting to approximately £9 million.
The issue of the convertible loan notes constitutes a related party transaction under the AIM Rules as two substantial shareholders Ervington and Lansdowne (in each case via an affiliate) are subscribing for convertible loan notes.
Risk factors:

  1. volatility in exchange rates with the pound sterling since the UK elected to withdraw from the EU
  2. political instability following the election of Donald Trump as President of the US
Numis Securities Limited
Canaccord Genuity Limited
PricewaterhouseCoopers LLP
Mayer Brown International LLP
Dorsey & Whitney (Europe) LLP
18 May 2017
Placing and open offer, acquisition & further possible acquisition
1pm plc
Fundraising up to  £13 million (gross)
Announcement
Lombard Odier Investment Managers Group 1pm is proposing to raise £9.9 million through the placing of 22,000,000 placing shares and up to £3.1 million through the open offer.
Lombard Odier Investment Managers Group (LOIM), in respect of funds or accounts managed by LOIM entities, is a substantial shareholder of the Company and has subscribed for 4,959,000 placing shares. This subscription constitutes a related party transaction under the AIM Rules as LOIM currently holds approximately 19% of the existing ordinary shares and is therefore a "substantial shareholder" under the AIM Rules.
Cenkos
2 June 2017
Placing and Subscription
Draper Esprit plc
£100 million
Circular
Woodford Investment Management (WIM), Ireland Strategic Investment Fund (ISIF), Placing and subscription of 30,864,197 new ordinary shares at £3.24 per ordinary share, comprised of:

  1. 25,912,346 placing shares and
  2. 4,951,851 subscription shares

Funds managed by WIM have conditionally subscribed for 3,100,000 placing shares at the issue price. Pursuant to the ISIF Subscription Agreement, ISIF has agreed to subscribe for 3,100,000 subscription shares at the issue price.
The subscription of placing shares by funds managed by WIM and the subscription of ISIF subscription shares are related party transactions pursuant to the AIM Rules and the ESM Rules.

The company (a venture capital firm) is dual-listed in the UK and in Ireland on the Enterprise Securities Market (ESM). Numis Securities Limited
Goodbody Stockbrokers
2 June 2017
Placing and Subscription
Motif Bio plc
£19.4million
Circular
Invesco Asset Management Limited (IAML) Placing of 66,666,667 new ordinary shares at 30p per share to raise approximately £19.4 million.
The placing is being conducted via an accelerated bookbuild and is not underwritten.
IAML has conditionally subscribed for 16,789,993 new ordinary shares which constitutes a related party transaction for the purposes of Rule 13 of the AIM Rules by virtue of IAML being a substantial shareholder in the company.
The recommendation of vote paragraph contains additional wording to state that if the resolutions to approve the fundraising are not passed, the directors estimate that the company’s current working capital would be insufficient to allow the company to trade beyond H2:2017 and without taking mitigating action, the company would be unable to complete certain clinical trials and the directors would need to seek alternative financing, which may be under unfavourable circumstances. The company could face possible insolvency and a negative impact on shareholder value if alternative financing cannot be found.
The company, which is a clinical stage biopharmaceutical company, is also listed on NASDAQ.
Peel Hunt LLP
Northland Capital Partners Limited
DLA Piper UK LLP
Covington & Burling LLP
PricewaterhouseCoopers LLP
7 June 2017
Placing
Boohoo.com plc
£50 million
Announcement
Old Mutual Asset Management Private placing by way of accelerated bookbuild to raise gross proceeds of up to £50 million and, subject to there being sufficient demand from investors for the placing of the new shares, a proposed placing of 36.6 million existing shares held by existing shareholders. The placing is not underwritten.
Old Mutual Asset Management, a substantial shareholder has conditionally agreed to subscribe for 6,200,000 placing shares pursuant to the placing. The participation of Old Mutual Asset Management in the placing is a related party transaction for the purposes of the AIM Rules.
Risk factors:

  1. European competitors may gain an advantage over the group following the UK’s decision to leave to EU if higher duties are imposed on UK imports
  2. Cyber attack and data protection.

The selling shareholders have agreed to a 6 month lock-in and 6 month orderly market agreement in relation to their remaining shares in the company.

Zeus Capital Limited
Jefferies International Limited
16 June 2017
Placing
SolGold plc
£32.3 million ($41.2 million)
Announcement
Independent Directors of SolGold (being Nicholas Mather, Brian Moller, John Bovard, Dr. Robert Weinberg and Scott Caldwell) Placing of 78,889,080 new ordinary shares at 41p per share to raise approximately £32.3 million ($41.2 million). The total includes a placement of £31.31 million ($40 million) to Newcrest International Pty Ltd, a subsidiary of Newcrest Mining Limited, an existing 10% shareholder of SolGold.
As part of securing this placement, SolGold has agreed to a revision to the subscription agreement with Newcrest Mining Ltd to include an anti-dilutionary right to participate in any new equity raisings for a period of 12 months at a level of 14.5%.  After this 12 month term, the terms of the original subscription agreement with Newcrest dated 30 August 2016 continue, providing Newcrest with anti-dilutionary rights at a 10% level until 30 August 2019.
The placing of new shares to Newcrest (and amendment to the anti-dilution clause) is a related party transaction, under Rule 13 of the AIM Rules for Companies.
The agreement also provides that Newcrest agrees to support certain transactions including change of control transactions in SolGold which are recommended by the Board, supported by an independent evaluation, and by not less than 60% of the company in acceptances or at a general meeting of shareholders. SP Angel Corporate Finance LLP
20 June 2017
Placing
Shanta Gold Limited
£11 million ($14 million)
Announcement
Odey Asset Management LLP (Odey) Accelerated bookbuild placing raising gross proceeds of £11 million ($14.0 million) through 182,805,808 placing shares and subscription shares at a price of 6p per share.
The placing shares and subscription shares will together represent approximately 23.9%. of the company's enlarged issued share capital.
Odey currently has a direct and indirect interest in 136,204,863 ordinary shares representing approximately 23.4% of the Company's existing share capital. Accordingly, Odey is considered a related party of the company and Odey's subscription for 39,172,673 subscription shares in the fundraising is considered a related party transaction under the AIM Rules.
Shareholder approval for the fundraising is not required under Shanta's articles of incorporation.
Certain directors will enter into a salary sacrifice arrangement for 12 months. The effect of this will be to provide the company with an aggregate cash saving of $450,000 over the course of the 12 month period.
Peel Hunt LLP
29 June 2017
Capital raising
Real Good Food plc
£15.5 million
Announcement
Napier Brown Holdings Limited and Omnicane Limited (Substantial Shareholders) Fundraising of £15.5 million by way of both debt finance and new equity comprising:

  1. the issue of a secured loan note instrument of up to £8.8 million from funds managed and controlled by Downing LLP (Downing).
  2. funds managed and controlled by Downing have committed to subscribe for shares in Real Good Food of 10% of the issued share capital at a price of 35p per share raising a further £2.8 million
  3. the Substantial Shareholders are providing a one year term secured £2 million loan facility. The loans will incur a coupon at a rate equal to 6.5% per annum (Shareholder Loans)

The transaction involves substantial shareholders who also have board representation and each of the shareholder loans is deemed to be a related party transaction pursuant to the AIM Rules.

Downing have been granted the right to appoint a new non-executive director to the board and Judith Mackenzie was appointed to the board of the company with immediate effect. finnCap ltd
Daniel Stewart and Company plc
29 June 2017
Placing and convertible bond offering
Hurricane Energy plc
£231.2 million ($300 million)
Announcement(see company website for Circular)
Kerogen Capital The Company is proposing to raise a minimum of £231.2 million ($300 million) before expenses through the issue of placing shares to existing and other institutional investors at a price of 32p per placing share.
The fundraising also includes a convertible bond offering to raise £166 million ($220 million), subject to an additional over-allotment option of £7.5 million ($10 million).
The Company's largest shareholder, Kerogen Capital, has indicated that it will participate in the Placing in an amount of US$35 million.
To the extent that Kerogen Capital participates in the placing, by virtue of its holding of more than 10% of the existing ordinary shares, it is considered a related party of the company under the AIM Rules and participation in the placing will be considered a related party transaction under the AIM Rules.
Risk factors:

  1. political instability since the UK elected to withdraw from the EU
  2. possible future independence of Scotland

The placing represents significant dilution to shareholders. The company states that it has not been practical to incorporate a pre-emptive offer to all shareholders as part of the fundraising, primarily because such an offer requires a prospectus to be approved by the UK Listing Authority, the timing of which was not compatible with its investment/development plans for the Lancaster hydrocarbon field.
The company is therefore proposing to make a follow-on offering of ordinary shares to shareholders at the placing price seeking to raise up to US$5 million.

Cenkos Securities plc
Stifel Nicolaus Europe Limited
30 June 2017
Convertible shares
RM2 international S.A
£15.4 million ($20 million)
Announcement
Woodford Investment Management LLP (WIM) Offer for subscription of $20 million newly issued Class B convertible preferred shares with $6 million being issued to Woodford Investment Management LLP, $2.5 million to the company’s chairman and the balance to new and existing investors.
The issue of shares to WIM is deemed to be related party transaction pursuant to Rule 13 of the AIM Rules.
n/a Strand Hanson Limited
11 July 2017
Placing
CityFibre Infrastructure Holdings plc
£200–215 million (gross)
Prospectus
Woodford Investment Management LLP Fibre optic provider Cityfibre unveiled plans to deploy high capacity fibre infrastructure across many UK towns and cities.
This will be funded by a capital raising to raise gross proceeds of at least £200 million and up to £215 million comprising:

  1. an offer of 363,636,364 placing shares at 55p per share, fully underwritten by Citigroup, finnCap, Liberum and Macquarie
  2. further proceeds through an accelerated bookbuilding process
  3. an offer of up to 27,727,727 subscription shares through a non-underwritten offer for subscription.

WIM, who has agreed to subscribe for 65,454,545 placing shares, is a related party for the purposes of the AIM Rules as it beneficially owns or controls, directly or indirectly, 10% or more of the existing ordinary shares.
Although Chris Stone is a related party by virtue of being a director of the company, his subscription is not of sufficient size to constitute a related party transaction.

Risk factors:

  1. effect on the communications market of the UK’s decision to leave the EU
  2. political instability following the UK general election in June 2017
  3. terrorist and cyber attacks
Citigroup Global Markets Limited
finnCap Ltd
Liberum Capital Limited
Macquarie Capital (Europe) Limited
N M Rothschild & Sons Limited
BDO LLP
CMS Cameron McKenna Nabarro Olswang LLP
Norton Rose Fulbright LLP
10 July 2017
Fundraising
TP Group plc
£23.9 million
Circular
M&G Investment Management Fundraising to raise up to £23.9 million by the issue of up to 368,044,411 shares at 6.5p per share comprising:

  1. £20 million firm placing and
  2. up to approximately £3.9 million open offer.

The firm placing and the open offer are not underwritten.
M&G Investment Management, Legal and General and Hargreave Hale have conditionally subscribed for 62,769,231 firm placing shares, 46,153,847 firm placing shares and 46,153,847 firm placing shares respectively at the issue price. As substantial shareholders (as defined under the AIM Rules) the subscriptions constitute related party transactions under Rule 13 of the AIM Rules.

Risk factors:

  1. impact of the UK’s decision to leave the EU
  2. cyber security
Cenkos Securities plc
CMS Cameron McKenna Nabarro Olswang LLP
Jones Day
14 July 2017
Loan
Avesoro Resources Inc
£26.8 million ($35 million)
Announcement
Avesoro Jersey Avesoro Resources Inc entered into a £26.8 million ($35 million) loan facility with majority shareholder, Avesoro Jersey Limited
Avesoro Jersey is the company's majority shareholder (73.5% of the company's issued share capital).  As a result, entering into the loan facility constitutes a related party transaction under the AIM Rules.
n/a Numis Securities Limited
19 July 2017
Acquisition & placing
Horizon Discovery Group plc
Placing raising £80 million
Circular
Woodford Investment Management Ltd and Invesco Perpetual Acquisition of Dharmacon from General Electric Company for a total consideration of £65 million ($85 million )
Placing to raise £80 million through the issue of 39,024,390 new ordinary shares at the placing price of 205p.
The placing is underwritten by Numis Securities.
WIM and IP have agreed to subscribe for 7,900,000 and 5,450,000 placing shares respectively, representing in aggregate 9.85% of the company's issued share capital on admission. In aggregate, the related parties hold 34.63% of the voting rights attached to the issued share capital of the company and are classified as a related party for the purpose of the AIM Rules by virtue of being a substantial shareholder.
A subsidiary of General Electric Company is expected to own 8.8% of Horizon following the acquisition and the placing. A standstill and lock-up agreement will be entered into with Horizon, which provides for a 12 month standstill period and a separate 12 month lock-up period for the consideration shares, followed by a further 6 month orderly market period. Numis Securities Limited
26 July 2017
Fundraising by the issue of loan notes
Koovs plc
£18.9 million
Circular
Lord Waheed Alli Fundraising of up to £18.9 million via the issue of secured convertible loan notes (CLN)
Lord Waheed Alli, a director, and Silvergate Investments Limited (which is a company wholly owned by Lord Waheed Alli), together hold a total of 33,699,218 existing ordinary shares representing 19.2% of the existing issued ordinary shares. Lord Waheed Alli and his connected persons have conditionally agreed to subscribe for £7.4 million in nominal value of the CLN in the Initial CLN Issue.
Michinoko Limited holds a total of 19,617,805 existing ordinary shares representing 11.2% of the existing issued ordinary shares. Michinoko Limited has conditionally agreed to subscribe for £1.5 milion in nominal value of the CLN in the Initial CLN Issue.
Lord Waheed Alli and Silvergate Investments Limited and Michinoko Limited will be treated as a related party for the purposes of Rule 13 of the AIM Rules.
n/a Peel Hunt LLP
Osborne Clarke LLP
Macfarlanes LLP
21 July 2017
Placing and subscription
Tissue Regenix Group plc
£40 million
Circular
Invesco Asset Management Limited, (IAML) Woodford Investment Management Limited (WIM) Placing and subscription of 400,000,000 new ordinary shares at 10p per share in connection with the proposed acquisition of CellRight Technologies, LLC
Affiliates of IAML and IP Group and WIM have agreed to subscribe for 125,381,588, 50,000,000 and 139,000,000 new ordinary shares respectively as part of the offer. IAML, IP Group and WIM are related parties by virtue of their status as substantial shareholders of the company pursuant to the AIM Rules.
Various parties (Concert Party) are presumed to be acting in concert for the purposes of the Takeover Code. Together they hold 326,556,040 ordinary shares, representing approximately 42.9% of the company’s issued share capital. On completion of the offer, they will between them be interested in 501,937,628 ordinary shares, representing approximately 43.2% of the enlarged share capital.
Under Rule 9 of the Takeover Code, the Concert Party would normally be required to make an offer to all shareholders to acquire their shares as a result of the increase of the Concert Party’s percentage holding in the company. The Takeover Panel has granted a Rule 9 waiver subject to the approval of the shareholders of the company other than

  1. the Concert Party (and anyone acting in concert with it) and
  2. the other Placees and Directors participating in the subscription who hold ordinary shares.
Jefferies International Limited
DLA Piper UK LLP
Travers Smith LLP
KPMG Audit Plc
7 August 2017
Loan in connection with acquisition
Taptica International Ltd
Consideration for acquisition: £38.3 million ($50 million)
Announcement
Ehud Levy The consideration for the acquisition will be satisfied as to £23 million ($30 million) from existing cash resources with the remaining £15.3 million ($20 million) committed by a promissory note secured against the Tremor assets that Taptica is buying. Taptica will have 28 days to redeem the note, expected to be met using a new loan facility from HSBC.
The company has taken a bridging loan from Ehud Levy of £7.6 million ($10 million) with a 5% annual coupon attached (Short Term Loan) whilst the HSBC loan is being finalised. The Short Term Loan is for a period of 28 days.
Ehud Levy is the sole beneficial owner of Smart & Simple Ltd, a 10.8% shareholder in the company and as such, the Short Term Loan is deemed to be a related party transaction under the AIM Rules.
n/a Berenberg
finnCap ltd
11 August 2017
Reverse takeover and fundraising
City of London Group plc
Fundraising of  £11 million
Various documents
Independent directors COLG has entered into a share purchase agreement to acquire the entire issued share capital of Milton Homes.
The total consideration of £20.2 million will be satisfied as to £13.2 million by the issue of approximately 14.7 million new ordinary shares and £11 million (gross) raised via an equity fundraising, £7 million through non-pre-emptive subscriptions and £4 million through a fully underwritten open offer, at 90p per share equivalent to 4.5p before a proposed 20 for 1 consolidation).
The company has entered into the following related party transactions pursuant to Rule 13 of the AIM Rules:

  1. an underwriting agreement with Max Barney Investments Limited (MBIL) and Harvey Bard (MBIL is not being paid an underwriting fee for its underwriting commitment),
  2. irrevocable undertakings from Harvey Bard and Paul Milner;
  3. a relationship agreement with MBIL and Harvey Barder under which MBIL, subject to certain exceptions, will be entitled to nominate a suitable director to the Company's Board ,
  4. MBIL and Harvey Bard have entered into a subscription agreement under which MBIL has committed to subscribe for approximately 6.4 million new ordinary shares in the company for £5.8 million,
  5. MBIL has entered into a 12 month lock-in agreement and a 6 month orderly market agreement with Harvey Bard, Paul Milner and DV4.

The subscriptions are conditional, among other things, on the acquisition proceeding, but the open offer is not.

In order for the subscriptions and open offer to proceed, the company is proposing to amend its articles of association and to undertake a share capital reorganisation involving the sub-division, re-designation and consolidation of the company's ordinary share capital such that, following the re-organisation, for every 20 existing ordinary shares of the company, a shareholder will hold 1 new ordinary share.
The acquisition, subscriptions and open offer are conditional on, inter alia, the Takeover Panel granting a Rule 9 waiver with respect to the obligation to make an offer to all shareholders which might otherwise be triggered by the prospective holdings of DV4 and MBIL (with its concert parties).
Peel Hunt LLP
15 August 2017
APQ Global Limited
Placing of £20.1 million of loan stock
Announcement
Old Mutual Global Investors (OMGI) Conditional placing of £20.1 million of 3.5% convertible unsecured loan stock in denominations of £5,000 each.
OMGI, a substantial shareholder in the company as defined by the AIM Rules, is investing £4 million in the placing of loan stock. OMGI’s participation in the placing is deemed to be a related party transaction under the AIM Rules.
n/a  N+1 Singer
25 August 2017
Strategic Minerals plc
Directors and Management Options programme
Announcement
Independent directors The board has developed an options programme, consisting of three tranches, designed to incentivise directors and management to achieve market capitalisation and share price growth over this period.
The grant of the options is a related party transaction for the purposes of Rule 13 of the AIM Rules.
No directors were deemed to be independent for the purposes of the options programme and the announcement included a statement that the company’s nominated adviser considered the grant of the executive options to be fair and reasonable insofar as the shareholders of the company are concerned. SP Angel Corporate Finance LLP
Optiva Securities Limited

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