Publication of Prospectus
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN OR INTO AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE UNITED STATES OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
This announcement is an advertisement and not a prospectus. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not purchase any transferable securities referred to in this announcement except on the basis of information contained in the prospectus (the "Prospectus") in its final form that is published by AIQ Limited in connection with the readmission of the Company's ordinary shares (the "Ordinary Shares") to listing on the standard segment of the Official List of the Financial Conduct Authority (the "FCA") and to trading on the main market for listed securities (the "Main Market") of London Stock Exchange plc (the "London Stock Exchange"). This announcement is not an offer to sell, or a solicitation of an offer to acquire, securities in the United States, Australia, Canada, Japan or in any other jurisdiction.
20 March 2020
("AIQ" or the "Company")
Publication of Prospectus
AIQ Limited (LSE: AIQ), a special purpose acquisition company formed to undertake one or more acquisitions of a target company or business in the e-commerce sector, is pleased to announce that it has today published a prospectus in relation to the proposed acquisition of Alchemist Codes Sdn. Bhd. ("Alchemist" or "Al Codes"), a Malaysian incorporated information technology solutions developer focusing on the e-commerce sector.
On 16 September 2019, the Company announced that it had signed conditional, non-binding heads of terms to acquire the entire issued share capital of Alchemist ("Heads of Terms"). The Heads of Terms were conditional upon, among other things, the publication of a prospectus and readmission of the Company's enlarged share capital to the Standard Listing segment of the Official List of the FCA, and return to trading of the Ordinary Shares (existing and new) on the Main Market of the London Stock Exchange.
Due to the nature of the Heads of Terms, which constituted a reverse takeover under the FCA's Listing Rules, the Company requested the suspension of the listing in the Ordinary Shares on the Standard Listing segment of the Official List of the FCA, and trading in the Ordinary Shares on the London Stock Exchange's Main Market, effective from 16 September 2019.
The Company is pleased to announce that it has today signed a conditional share purchase agreement (the "SPA") with Alchemist for the acquisition by the Company of 100% of the share capital of Alchemist, by way of a reverse takeover (the "Transaction"), subject to, among other things, publication of the Prospectus and readmission of the enlarged share capital to trading on the Main Market of the London Stock Exchange.
The Prospectus relating to the Transaction today received approval from the FCA and has been published on the Company's website at www.aiqhub.com. Following approval, a copy has been submitted to the National Storage Mechanism and will be available for inspection at www.morningstar.co.uk/uk/NSM.
As per the terms of the SPA, the consideration due upon closing of the Transaction is approximately £2.3 million to be paid to the Sellers through the allotment and issue of 12,921,346 ordinary shares of 1 pence each in the capital of AIQ (the "Consideration Shares").
Application has been made to the FCA and to the London Stock Exchange for the readmission of 64,760,721 Ordinary Shares of 1 pence each to listing on the Standard Listing Segment of the Official List of the FCA and to trading on the Main Market of the London Stock Exchange (together, the "Readmission").
It is expected that Readmission will become effective and that dealings will commence at 8.00 a.m. on 26 March 2020.
Copies of the Prospectus may be collected, free of charge during normal business hours, from the Company's registered office at Genesis Building, 5th Floor, Genesis Close, PO Box 446, Cayman Islands, KY1-1106 as well as from the office of the Company's financial adviser, VSA Capital Limited, located at New Liverpool House, 15-17 Eldon Street, London EC2M 7LD.
A copy of this announcement will also be available online at www.aiqhub.com.
Graham Duncan, Chairman of AIQ, commented:
"The acquisition of Alchemist Codes marks an important milestone for AIQ, providing us with an advanced e-commerce platform and an experienced IT solutions and services business. Macroeconomic events notwithstanding, this acquisition comes at a highly strategic time where demand for these services and solutions is significant and, once completed, will provide the necessary resources to successfully roll out Alchemist Codes' flagship OCTAPLUS application across Asia and subsequently in the European and UK markets. We are very excited about the opportunities and prospects ahead and look forward to providing further updates."
Capitalised terms used in this announcement are as defined in the prospectus published by the Company on 20 March 2020, unless the context otherwise requires.
For further information, please contact the following:
Graham Duncan, Chairman
+44 (0)14 9162 8376
VSA Capital Limited (Financial Adviser & Corporate Broker)
Andrew Raca (Corporate Finance)
+44 (0)20 3005 5000
Luther Pendragon (Media Relations)
Claire Norbury, Rachel So
+44 (0)20 7618 9100
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.