CentralNic Group plc (LON:CNIC), the global internet platform that derives revenue from the worldwide sales of internet domain names and related services, has announced that, further to the Company’s announcement released at approximately 4.50 p.m. on 10 September 2020, 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.
