Confirmation of successful fundraising

11 September 2020

THIS ANNOUNCEMENT, AND THE INFORMATION CONTAINED HEREIN, IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014.  UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA THE REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN. 

IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.

CentralNic Group plc

("CentralNic" or the "Company" or the "Group")

Confirmation of successful fundraising of £30 million at 75p per share

CentralNic (AIM: CNIC), the global internet platform that derives revenue from the worldwide sales of internet domain names and related services is pleased to announce that, further to the Company's announcement released at approximately 4.50 p.m. on 10 September 2020  (the "Launch Announcement"), the Bookbuild has closed and the Group has raised gross proceeds of £30 million through the successful private placing of 40,000,000 Placing Shares, representing 20.8% of the existing Company's issued share capital. The Placing Shares were placed at a price of 75 pence per Placing Share, representing a discount of c.6.0% to the last closing price of CNIC, and the Placing was significantly oversubscribed.

Zeus Capital and Stifel acted as joint bookrunners and joint brokers in connection with the Placing.

Use of proceeds

The net proceeds will be used to fund the consideration and fees in respect of the acquisition of the Zeropark and Voluum businesses including all material trade and assets pertaining thereto (together being "Codewise"), from three Polish based entities (the "Acquisition"). The total consideration for the Acquisition is USD 36 million, payable in cash upon completion.

The Acquisition will expand CentralNic's monetisation segment following on from the acquisition of Team Internet in December 2019 and will both build market share in this segment and expand CentralNic's monetisation suppliers and customers. It will also allow the company to provide sophisticated online marketing tools to its customers who procure domain names and other web services from CentralNic's existing businesses.

The Acquisition is expected to be significantly earnings enhancing immediately upon completion.

The Zeropark and Voluum businesses together serve over 6,000 customers across 190 countries. In the 12 months to 30 June 2020, on an unaudited basis, Codewise generated revenue of USD 60.3 million and pro forma adjusted EBITDA of USD 7.4 million*.

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 30 September 2020, following satisfaction (or where applicable, waiver) of the Conditions in relation to Completion of the Acquisition as set out in the Launch Announcement.

Total Voting Rights

Following Admission, the total number of Ordinary Shares in issue and voting rights in the Company will be 232,052,303. 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

Unless expressly defined in this announcement, all capitalised terms used in this announcement have the meanings stated in the Launch Announcement.

Related party transactions

Each of Kestrel Partners LLP and Inter.Services GmbH are substantial shareholders in the Company (and therefore a related party of the Company for the purposes of the AIM Rules) and has conditionally subscribed for 11,065,217 and 53,062 Placing Shares respectively. The participation of each of these parties 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 Capital, that the participation of both Kestrel Partners LLP and Inter.Services GmbH in the Placing is considered to be fair and reasonable insofar as Shareholders are concerned.

*Codewise unaudited pro forma figures have been restated (i) applying the effective cost base immediately following completion and before synergies, (ii) on a constant currency basis and (iii) after application of applicable IFRS accounting standards to Codewise's reported earnings.

Enquiries:

About CentralNic Group plc 

CentralNic (AIM: CNIC) is a London-based AIM-listed company which drives the growth of the global digital economy by developing and managing software platforms allowing businesses globally to buy subscriptions to domain names, used for their own websites and email, as well as for protecting their brands online.  Its core growth strategy is identifying and acquiring cash-generative businesses in its industry with annuity revenue streams and exposure to growth markets and migrating them onto the CentralNic software and operating platforms. 

CentralNic operates globally with customers in almost every country in the world.  It earns recurring revenues from the worldwide sales of internet domain names and other services on an annual subscription basis. 

For more information please visit: www.centralnicgroup.com 

IMPORTANT INFORMATION

The release, publication or distribution of this Announcement into certain jurisdictions may be restricted by law, and any persons into whose possession this Announcement comes should therefore inform themselves about and observe any applicable restrictions or requirements. No action has been taken by the Company or the Joint Bookrunners that would permit possession or distribution of this Announcement in any jurisdiction where action for that purpose is required. Any failure to comply with any such restrictions or requirements may constitute a violation of the securities laws of any such jurisdiction.

This Announcement does not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of, issue or purchase, any security (including, without limitation, the Placing Shares). Copies of this Announcement can be downloaded from the Company's website, www.centralnicgroup.com. However, the contents of the Company's website or any hyperlinks accessible from the Company's website do not form part of this Announcement and Shareholders should not rely on them.

This Announcement is not for publication or distribution, directly or indirectly, in or into the United States of America.  This Announcement is not an offer of securities for sale into the United States.  The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration.  No public offering of securities is being made in the United States.

This Announcement includes statements that are, or may be deemed to be, forward-looking statements that are based on current expectations or beliefs, as well as assumptions about future events. These forward-looking statements can be identified by the use of forward- looking terminology, including the terms "believes", "estimates", "plans", "anticipates", "targets", "aims", "continues", "expects", "intends", "hopes", "may", "will", "would", "could" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not facts. They appear in a number of places through this Announcement and include statements regarding the Directors' intentions, beliefs or current expectations concerning, amongst other things, the Company's results of operations, financial condition, liquidity, prospects, growth and strategies. By their nature, forward-looking statements contained in this Announcement based on past trends or activities should not be taken as a representation that such trends or activities will continue in the future. Subject to any requirement under the AIM Rules or other applicable legislation or regulation, neither the Company nor the Joint Bookrunners undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Undue reliance should not be placed on forward-looking statements, which speak only as of the date of this Announcement. There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in expectations and assumptions used and changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or dispositions.

Where third party information has been used in this Announcement, the source of such information has been identified. The Company takes responsibility for compiling and extracting, but has not independently verified, market data provided by third parties or industry or general publications and takes no further responsibility for such data.

The Placing Shares will not qualify for distribution under the relevant securities laws of Australia, New Zealand, Canada, the Republic of South Africa or Japan, nor has any prospectus in relation to the Placing Shares been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance. Accordingly, subject to certain exemptions, the Placing Shares will not be offered, sold, taken up, delivered or transferred in, into or from a Restricted Jurisdiction or to or for the account or benefit of any national, resident or citizen of a Restricted Jurisdiction. This Announcement does not constitute an offer to issue or sell, or the solicitation of an offer to subscribe for or purchase, any Ordinary Shares to any person in a Restricted Jurisdiction and is not for distribution in, into or from a Restricted Jurisdiction