TIDMAPPS
RNS Number : 5819V
appScatter Group PLC
09 April 2019
9 April 2019
appScatter Group PLC
("appScatter" or the "Company")
Fundraising and Proposed Acquisition
appScatter Group plc (AIM: APPS), the app management and data
intelligence platform, is pleased to announce the intention to
acquire Airpush, Inc. ("Airpush"), a technology company
specialising in app monetisation which, if approved and completed
would constitute a reverse takeover for the purposes of the AIM
Rules for Companies (the "Proposed Acquisition"). Accordingly,
trading in the Company's shares will be suspended on AIM until such
time as the Company is able to publish an admission document in
relation to the Proposed Acquisition, expected by early June 2019
or confirms that the Proposed Acquisition is no longer in
contemplation.
The Company also announces a planned GBP2.2 million subscription
for new ordinary shares in appScatter ("Ordinary Shares"), at 26.8
pence per share (the "Subscription"), of which the Company has now
received firm commitments for GBP885,000. The Company expects to
receive the remaining GBP1.315 million commitments and the GBP2.2
million subscription funds in the next few days.
Proposed Acquisition
Airpush was founded in 2011 and is registered in Delaware, USA.
It has 125 employees and consultants located across the US, China
and Europe. It operates in four principal business areas: app
monetisation using artificial intelligence, data sales, security
and e-commerce. Airpush is a well-established business with
contracts with multiple OEMs using its over the air technology,
reaching 250 million mobile devices, increasing by 7 million new
devices each month.
Both appScatter and Airpush share the same vision to provide an
end-to-end SaaS platform for the management and monetisation of
mobile apps that meets the needs of app owners, developers and
publishers.
If completed the Proposed Acquisition will expand the Company's
product suite by adding AI-powered targeted revenue generating
services on mobile platforms; e-commerce revenue share
partnerships; and an improved security portfolio with detection and
monetisation of pirated installs. The merger will provide the
enlarged Group the opportunity to sell its wider product suite to
its combined 600,000 registered developers and publishers, whilst
increasing revenue and profit margins.
The Proposed Acquisition will also enable the Group to improve
the quality and range of data currently utilised. New data sources
will include app data from 850 million active users and 250 million
devices, complementing the current 11 million apps tracked daily
and audience data from 3.5 billion devices.
Airpush employees are based globally adding greater capacity,
more scale and a wider geographical reach to the Company's existing
teams. The combination of the two businesses offers significant
operational efficiencies in IT hosting, software development and
marketing.
The Proposed Acquisition will be funded by the issue of further
new Ordinary Shares in appScatter ("Consideration Shares"), subject
to approval by shareholders of appScatter in a general meeting of
the Company. The Proposed Acquisition will be deemed a reverse
takeover under the AIM Rules. It is envisaged that existing
appScatter shareholders will make up 25 per cent of the enlarged
issued share capital of the Company and Airpush shareholders will
make up 75 per cent of the enlarged share capital. There can be no
guarantee that the Proposed Acquisition will complete or of the
terms should it proceed.
Subscription for Ordinary Shares and issue of warrants
The Board of appScatter is pleased to announce a firm cash
placing of 3,302,238 new Ordinary Shares at an issue price of 26.80
pence per share ("Placing Shares") by way of a subscription to
raise GBP885,000 for the Company (the "First Tranche Placing").
Upon receipt of the remaining commitments from investors, the
Company will issue further Placing Shares by way of a subscription
to raise a further expected GBP1.315 million ("Second Tranche
Placing").
The proceeds of the Placing will in part be used to fund working
capital and in part to fund the professional fees and other costs
involved in pursuing the acquisition of the Airpush Group.
The Placees will also be granted warrants to subscribe a further
GBP2.2 million of Ordinary Shares at 26.80 pence per share,
exercisable over 24 months.
Suspension of trading
The Proposed Acquisition represents a reverse takeover under the
AIM Rules. The Company expects to publish a circular to
shareholders incorporating a Re-Admission Document by early June
2019. Accordingly, trading in the Ordinary Shares will now be
suspended until publication of this Re-Admission Document.
The Company stresses that the Proposed Acquisition remains
conditional upon the completion of due diligence satisfactory to
the Company and entry into a legally binding acquisition agreement
with the shareholders of Airpush. Accordingly, there can be no
guarantee that the Proposed Acquisition will complete or on what
terms. The Company will make further announcements in due
course.
Total Voting Rights
Application will be made for the First Tranche Placing Shares to
be admitted to AIM, on or around 15 April 2019, following which the
total number of Ordinary Shares in issue will be 94,318,395. The
Company does not hold any Ordinary Shares in treasury. Therefore,
the total number of Ordinary Shares with voting rights in the
Company will be 94,318,395.
This figure may be used by shareholders in the Company as the
denominator for the calculations by which they will determine if
they are required to notify their interest in, or a change in their
interest in, the share capital of the Company under the FCA's
Disclosure and Transparency Rules.
Philip Marcella, appScatter CEO said:
"The merging of the two companies will create a single, end to
end platform for the management and monetisation of mobile apps for
developers and publishers worldwide.
Our new platform will have over 600k registered developers,
supporting 850 million end users, reaching 250 million devices
using the firmware updater, pre-installed at factory level.
Together with our current data capabilities, this puts the
organisation firmly at the top tier of mobile app intelligence,
management and monetisation.
Generating new revenue streams, improving data quality and
increasing resources will significantly enhance the Group's market
position. The Board firmly believes that the Proposed Acquisition
will increase value for shareholders."
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) 596/2014.
For enquiries, please contact:
appScatter Group plc Tel: +44 (0)20 8004
Philip Marcella, Chief Executive Officer 7212
www.appscatter.com
finnCap Ltd Tel: +44 (0)20 7220
Nominated Adviser and Broker 0500
Jonny Franklin-Adams / Hannah Boros/ Edward www.finncap.com
Whiley
Corporate Broking- Alice Lane
IFC Advisory Limited Tel: +44 (0)20 7934
PR/IR 6630
Graham Herring / Heather Armstrong / Florence www.ifcadvisory.co.uk
Chandler
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END
ACQGUGDSIBGBGCC
(END) Dow Jones Newswires
April 09, 2019 02:01 ET (06:01 GMT)
Appscatter (LSE:APPS)
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