28 February 2022

THIS ANNOUNCEMENT, AND THE INFORMATION CONTAINED HEREIN, IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR THE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.

Defined terms used in this announcement have the meanings given to them in the "Proposed Acquisition of VGL Verlagsgesellschaft mbH, Proposed Fixed Price Placing to raise up to £42 million and Proposed Open Offer to raise up to £3 million" announcement (RNS Number: 9472C) released at approximately 7.01 a.m. this morning, unless the context provides otherwise.

CentralNic Group plc

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

Result of successful oversubscribed Placing

and

Launch of Open Offer

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 7.01 a.m. on 28 February 2022 (the "Launch Announcement"), the Bookbuild has closed and the Group has raised gross proceeds of £42 million (before expenses) through the successful placing of 35,000,000 Placing Shares at the Issue Price of 120 pence per New Ordinary Share. The Placing was significantly oversubscribed.

Conditional on admission of the Placing Shares to trading on AIM becoming effective ("Admission"), the Board also announces the launch of an Open Offer for existing shareholders at the same price per share as the Placing. In aggregate, up to 2,500,000 Open Offer Shares are to be issued pursuant to the Open Offer, at the Issue Price, raising gross proceeds of up to £3 million, on the basis of 1 Open Offer Share for every 100.46403360 existing Ordinary Shares.

The Placing is not conditional on the Open Offer proceeding or on any minimum take-up under the Open Offer.

Assuming full subscription of the 2,500,000 Open Offer Shares to be offered pursuant to the Open Offer, combined with the 35,000,000 Placing Shares, will result in the issued share capital of the Company increasing to 288,660,084 Ordinary Shares. The New Ordinary Shares will represent approximately 13.0 per cent. of the enlarged share capital of the Company.

Zeus and Berenberg acted as Joint Brokers in connection with the Placing.

Use of proceeds

The net proceeds of the Placing will be used to part-fund the consideration and fees in respect of the acquisition of VGL Verlagsgesellschaft mbH ("VGL"). VGL is being acquired for an enterprise value of EUR 60 million, with initial consideration of EUR 67 million (approx. US$75 million), payable in cash on completion, inclusive of customary adjustments for cash and working capital.

The Acquisition brings additional scale and capabilities to CentralNic's Online Marketing division, contributing traffic-generating websites, content expertise and new partner relationships to enhance CentralNic's AI-driven business, which delivered 65% organic growth in 2021. It also further reduces revenue concentration with Google due to Amazon adding another large-scale partner that could buy traffic.

The Acquisition is expected to be double digit earnings enhancing for the financial year ending 31 December 2022, prior to any synergies being realised.

VGL generated US$55.3 million of revenue (unaudited) and US$10.9 million of Adjusted EBITDA (unaudited) in the 12 months to 31 December 2021.

Further Details of the Placing

Zeus and Berenberg have, as agents for the Company, placed 35,000,000 Placing Shares through the Placing at the Issue Price of 120 pence per Ordinary Share, which will be allotted and issued to institutional and other investors, to raise gross proceeds of £42 million. The Placing has been undertaken via a non pre-emptive cashbox placing to minimise the time to completion of the Acquisition.

The Placing Shares will, following Admission, rank pari passu in all respects with the existing Ordinary Shares in issue at the date of this announcement and will carry the right to receive all dividends and distributions declared, made or paid on or in respect of the Ordinary Shares after Admission.

Upon completion of the Placing, the Placing Shares will represent approximately 12.2 per cent. of the Company's enlarged share capital on Admission.

Related party transactions

Kestrel Partners LLP is a substantial shareholder in the Company (and therefore a related party of the Company for the purposes of the AIM Rules) and has conditionally subscribed for 6,500,000 Placing Shares. The participation of Kestrel Partners LLP 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, that the participation of Kestrel Partners LLP in the Placing is considered to be fair and reasonable insofar as Shareholders are concerned.

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 2 March 2022, following satisfaction (or where applicable, waiver) of the conditions in the Placing Agreement, details of which are set out in the Launch Announcement.

Total Voting Rights

Upon Admission, the total number of Ordinary Shares in issue and voting rights in the Company will be 286,160,084. 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

Launch of Open Offer

In addition to the Placing, the Company intends to raise up to a further £3 million by way of an Open Offer to Shareholders pursuant to which those Shareholders will be invited to subscribe for up to 2,500,000 Open Offer Shares, each Open Offer Share being offered at the Issue Price, on a basis of one Open Offer Share for every 100.46403360 existing Ordinary Shares held. The Open Offer will also allow those Shareholders to apply for more than their pro rata entitlement to the extent the Open Offer is not fully subscribed. The Open Offer will be offered on a pre-emptive basis using the Group's existing share authorities and will be conditional on completion of the Placing and on admission of the Open Offer Shares to trading on AIM. The terms of the Open Offer will be contained within a circular, which is expected to be posted to Shareholders on or around 1 March 2022.

Expected timetable of principal events

Enquiries:

About CentralNic Group plc 

CentralNic (AIM: CNIC) is a London-based AIM-quoted company which drives the growth of the global digital economy by developing and managing software platforms allows businesses globally to buy subscriptions to domain names for websites and email, monetise their websites, and acquire customers 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 

The notification below is made in accordance with the requirements of the EU Market Abuse Regulation.

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.