CentralNic Group PLC announced on Christmas eve they had completed the acquisition of Team Internet, a web service provider based in Munich, Germany, that had originally been announced on 18 November.
“The acquisition of Team Internet is a natural extension of CentralNic’s domain sales business and a major step in adding domain related web services to CentralNic’s service offering,” said Ben Crawford, CEO of CentralNic. “It is another web-based recurring revenue business that will be significantly earnings enhancing for the financial year ending 31 December 2020.”
CentralNic also announced that, pursuant to the terms of the Transaction, as well as cash consideration of US$45 million, they agreed to issue 3,911,650 ordinary shares of £0.001 each in capital. These Consideration Shares are subject to a lock-in period of 12 months, during which the vendors of Team Internet are unable to dispose of their Consideration Shares, followed by a period of 6 months during which they may only do so with the Company’s consent.
As announced on 18 November 2019, the cash element of US$45 million (US$3 million of which is deferred) is being funded via a €40 million further bond issue of its existing senior secured bond (the “Tap Issue”). More details on the bond terms were announced on 30 September 2019. The Tap Issue has been subscribed by Macquarie Principal Finance and will be admitted to the Oslo Stock Exchange within 3 months.
An application has been made to the London Stock Exchange for a listing of securities in respect of the Consideration Shares to be admitted to trading on AIM (“Admission”). It is expected that admission will become effective at 8:00 a.m. on 31 December 2019. The Consideration Shares will rank pari passu in all respects with the existing Ordinary Shares of the Company.
Following Admission, the Company’s enlarged share capital comprises 185,705,128 Ordinary Shares with one voting right per share. There are no shares held in treasury. The total number of voting rights in the Company is therefore 185,705,128. This figure of 185,705,128 Ordinary Shares 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.