iEnergizer Final Admission Document

120 Pages·2010·0.59 MB·English

Admission Document
Placing and Admission to AIM
iEnergizer
Business Process Outsourcing
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ARTNERS
Nominated Adviser and Broker
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt
about the contents of this Document and the action you should take, you are recommended immediately to seek your
own independent advice from a person duly authorised under the Financial Services and Markets Act 2000 (or, if you
are a person outside of the United Kingdom, otherwise duly qualified in your jurisdiction) who specialises in advising
on the acquisition of shares and other securities.
iEnergizer Limited (the “Company”) and the Directors of the Company, whose names appear on page 5 of this Document,
accept responsibility both individually and collectively for the information contained in this Document including responsibility
for compliance with the AIM Rules. To the best of the knowledge and belief of the Directors and the Company (who have taken
all reasonable care to ensure that such is the case), the information contained in this Document is in accordance with the facts
and contains no omission likely to affect its import. This Document is an Admission Document required by the rules of AIM
(“AIM”), a market operated by London Stock Exchange plc (the “London Stock Exchange”), and has been drawn up in
accordance with the AIM Rules. This Document does not contain an offer of transferable securities to the public in the United
Kingdom within the meaning of section 102B of the UK Financial Services and Markets Act 2000 (as amended) and is not
required to be issued as a prospectus pursuant to section 85 of the UK Financial Services and Markets Act 2000 (as amended).
Applicationwill bemade for the Admission of the entire issuedshare capital of the Company to trading on AIM. It is expected
that dealings in the Ordinary Shares will commence on AIM on14 September2010. The Ordinary Shares are not dealt in on
any other recognised investment exchange and it is emphasised that no application is being made for admission of the Ordinary
Shares to the Official List of the United Kingdom Listing Authority. The rules of AIM are less demanding than those of the
Official List of the United Kingdom Listing Authority.
AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached
than to larger or more established companies. AIM securities are not admitted to the Official List of the United Kingdom
Listing Authority. A prospective investor should be aware of the risks of investing in such companies and should make the
decision to invest only after careful consideration and, if appropriate, consultation with an independent financial adviser. Each
AIM company is required pursuant to the AIM Rules for Companies to have a nominated adviser. The nominated adviser is
required to make a declaration to the London Stock Exchange on Admission in the form set out in Schedule Two to the AIM
Rules for Nominated Advisers. Neither the London Stock Exchange nor the UK Listing Authority have examined or approved
the contents of this Document.
The whole of this Document should be read. You should be aware that an investment in the Company involves a high degree
of risk.
Your attention is drawn in particular to the “Risk Factors” set out in Part III of this Document.
iEnergizer Limited
(Incorporated and registered in Guernsey under the Companies (Guernsey) Law 2008,
as amended, with registration number 51870)
Placing of 31,930,706 Existing Ordinary Shares at 116p per Existing Ordinary Share
and
Admission to trading on AIM
Nominated Adviser & Broker
Arden Partners plc
Arden Partners plc (“Arden Partners”), which is authorised and regulated in the United Kingdom by the FSA, is acting as the
Company’s nominated adviser and broker in connection with the Placing and Admission. Arden Partners’ responsibilities as
the Company’s nominated adviser and broker under the AIM Rules are owed solely to the London Stock Exchange and are not
owed to the Company or to any Director or to any person in respect of his decision to acquire shares in the Company in reliance
on any part of this Document. No representation or warranty, express or implied, is made by Arden Partners as to any of the
contents of this Document (without limiting the statutory rights of any person to whom this Document is issued). Arden
Partners will not be offering advice and will not otherwise be responsible to anyone other than the Company for providing
customer protections to recipients of this Document in respect of the Placing or any acquisition of Ordinary Shares in the
Company. In particular (i) the provision of this Document to any person is not a personal recommendation of any investment
to which this Document relates; and (ii) Arden Partners is not required to assess the suitability of any investment to which this
Document relates or any transaction or arrangement referred to in this Document and no such person will benefit from the
protection of the rules assessing suitability in relation thereto.
Other than in accordance with the Company’s obligations under the AIM Rules or otherwise required by law, the Company
undertakes no obligation to update or revise publicly any forward-looking statement, whether as a result of new information,
future events or otherwise. All subsequent written and oral forward-looking statements attributable to the Company, its
directors or to persons acting on its behalf are expressly qualified in their entirety by the cautionary statements referred to
above and contained elsewhere is this Document. The information on the Company’s website does not form a part of this
Document.
IMPORTANT INFORMATION
The information below is for general guidance only and it is the responsibility of any person or persons in
possession of this Admission Document and wishing to make an application for Ordinary Shares to inform
themselves of, and to observe, all applicable laws and regulations of any relevant jurisdiction. No person has
been authorised by the Company to issue any advertisement or to give any information or to make any
representation in connection with the contents of this Document and, if issued, given or made, such
advertisement, information or representation must not be relied upon as having been authorised by the
Company. This Document does not constitute, and may not be used for the purposes of, an offer or
solicitation to anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person
to whom it is unlawful to make such offer or solicitation. In particular, this Document does not constitute an
offer to sell or the solicitation of an offer to buy any of the Ordinary Shares in the United States of America,
Canada, Australia, South Africa, the Republic of Ireland, Singapore or Japan (collectively, the “Prohibited
Territories”) and this Document should not be forwarded or transmitted to or into the Prohibited Territories
or to any resident, national, citizen or corporation, partnership or other entity created or organised under the
laws thereof or in any other country outside the United Kingdom where such distribution may lead to a
breach of any legal or regulatory requirement. The distribution of this Document may be restricted and
accordingly persons into whose possession this Document comes are required to inform themselves about
and to observe such restrictions.
Prospective investors should inform themselves as to: (a) the legal requirements of their own countries for
the purchase, holding, transfer or other disposal of the Ordinary Shares; (b) any foreign exchange restrictions
applicable to the purchase, holding, transfer or other disposal of the Ordinary Shares which they might
encounter; and (c) the income and other tax consequences which may apply in their own countries as a result
of the purchase, holding, transfer or other disposal of the Ordinary Shares. Prospective investors must rely
upon their own representatives, including their own legal advisers and accountants, as to legal, tax,
investment or any other related matters concerning the Company and an investment therein.
FOR THE ATTENTION OF UNITED KINGDOM RESIDENTS
Arden Partners has not approved this Document for the purposes of the Financial Services and Markets Act
2000 as amended (“FSMA”). This Document is confidential and only for distribution in the United Kingdom
(i) at any time, to persons reasonably believed by the Company to be investment professionals within the
meaning of Paragraph (5) of Article 19 or to high net worth companies or unincorporated associations within
the meaning of Paragraph (2) of Article 49 of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (SI 2005/1529), as amended, and (ii) prior to Admission, to persons who are
qualified investors within the meaning of Section 86(7) of FSMA. Outside the United Kingdom (and subject
as provided below), this Document is only being sent to persons reasonably believed by the Company to be
investment professionals or to persons to whom it may otherwise be lawful to distribute it. This Document
is being supplied to you solely for your information and may not be reproduced, further distributed or
published in whole or in part by any other person. As the Placing Shares will be offered to fewer than 100
persons (other than qualified investors within the meaning of Section 86(7) of FSMA) per member state of
the European Economic Area, the Placing will be an exempt offer of securities to the public for the purposes
of Section 86 of FSMA. Accordingly, this Document is not a prospectus and does not require the approval
of the FSA or any other relevant authority in any other member state of the European Economic Area.
FOR THE ATTENTION OF EUROPEAN ECONOMIC AREA RESIDENTS
In relation to each member state of the European Economic Area that has implemented the Prospectus
Directive (each, a relevant member state) with effect from and including the date on which the Prospectus
Directive is implemented in that relevant member state (the “relevant implementation date”), an offer of the
Placing Shares described in this Document may not be made to the public in that relevant member state prior
to the publication of a prospectus in relation to the Placing Shares approved by the competent authority in
that relevant member state or, where appropriate, approved in another relevant member state and notified to
the competent authority in that relevant member state, all in accordance with the Prospectus Directive, except
that, with effect from and including the relevant implementation date, an offer of securities may be offered
2
to the public in that relevant member state at any time to any legal entity that is authorised or regulated to
operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to
invest in securities; or to any legal entity that has two or more of (1) an average of at least 250 employees
during the last financial year; (2) a total balance sheet of more than €43 million and (3) an annual net
turnover of more than €50 million, as shown in its last annual or consolidated accounts; or in any other
circumstances that do not require the publication of a prospectus pursuant to Article 3 of the Prospective
Directive.
Each purchaser of the Placing Shares described in this Document located within a relevant member state will
be deemed to have represented, acknowledged and agreed that it is a “qualified investor” within the meaning
of Article 2(1)(e) of the Prospectus Directive.
For purposes of this provision, the expression an “offer to the public” in any relevant member state means
the communication in any form and by any means of sufficient information on the terms of the Placing and
the Placing Shares to be offered so as to enable an investor to decide to purchase or subscribe for the Placing
Shares, as the expression may be varied in that member state by any measure implementing the Prospectus
Directive in that member state, and the expression “Prospectus Directive” means Directive 2003/71/EC and
includes any relevant implementing measure in each relevant member state. No purchaser of the Placing
Shares other than Arden Partners is authorised to make any further offer of the Placing Shares on behalf of
any other person.
FORWARD-LOOKING STATEMENTS
This Document contains forward-looking statements. These relate to the Company’s future prospects,
developments and strategies. Forward-looking statements are identified by their use of terms and phrases
such as “believe”, “could”, “envisage”, “estimate”, “intend”, “may”, “plan”, “seek”, “target”, “will” or the
negative of those, variations or comparable expressions, including references to assumptions. These
statements are primarily contained in Parts I, II, IIIand VIof this Document. The forward-looking statements
in this Document are based on current expectations and are subject to risks and uncertainties that could cause
actual results to differ materially from those expressed or implied by those statements.
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CONTENTS
Page
DIRECTORS, SECRETARY AND ADVISERS 5
PLACING STATISTICS 7
EXPECTED TIMETABLE OF PRINCIPAL EVENTS 7
DEFINITIONS 8
GLOSSARY OF TERMS 12
PART I INFORMATION ON THE GROUP 13
PART II THE PLACING 32
PART III RISK FACTORS 34
PART IV TAXATION 41
PART V FINANCIAL INFORMATION 45
PART VI ADDITIONAL INFORMATION 99
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DIRECTORS, SECRETARY AND ADVISERS
Directors Anil Aggarwal, Executive Director, CEO
Sara Latham, Non-ExecutiveChairman
John Behar, Non-Executive Director
all of the registered office of the Company
Company Secretary Jupiter Administration Limited
PO Box 344
Longue Hougue House
Longue Hougue Lane
St Sampson
Guernsey GY2 4JN
Registered Office PO Box 344
Longue Hougue House
Longue Hougue Lane
St Sampson
Guernsey GY2 4JN
Nominated adviser and broker Arden Partners plc
125 Old Broad Street
London
EC2N 1AR
Legal advisers to the Company Stephenson Harwood
as to English law One, St Pauls Churchyard
London
EC4M 8SH
Legal advisers to the Company Carey Olsen
as to Guernsey law Carey House
Les Banques
St Peter Port
Guernsey GY1 4BZ
Legal advisers to the Company Tatva Legal
as to Indian law 1101-1104, 11th Floor
Tower D
Global Business Park
Mehrauli Gurgaon Road
Gurgaon-122002
India
Legal advisers to the Placing Lawrence Graham LLP
4 More London Riverside
London
SE1 2AU
Reporting accountants Ernst & Young
6th Floor
HT House
18-20 Kasturba Gandhi Marg
New Delhi
110001, India
5
Financial PR FD
Holborn Gate
26 Southampton Buildings
London
WC2A 1PB
Registrar Capita Registrars (Guernsey) Limited
Longue Hougue House
Longue Hougue Lane
St Sampson
Guernsey GY2 4JN
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PLACING STATISTICS
Placing Price 116p
Number of Placing Shares beingsoldpursuant to the Placing 31,930,706
Number of Ordinary Shares in issueuponAdmission 150,010,000
Placing Shares as a percentage of theIssuedShare Capital 21.29%
Expected market capitalisation upon Admission based on the Placing Price approximately£174 million
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Admission and commencement of dealings in Ordinary Shares on AIM 8.00 a.m. on14 September2010
Delivery of Ordinary Shares into CREST accounts 14 September2010
Dispatch of definitive share certificates (where applicable) 28 September2010
Notes:
1 Each of the times and dates above is subject to change. Any such change will be notified by an announcement on a Regulatory
Information Service.
2 References to times in this Document are to London times (unless otherwise stated).
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DEFINITIONS
The following definitions apply throughout this Document, unless the context otherwise requires:
“$”or “US$” or “USD” the lawful currency of the United States
“€”or “Euro” the lawful currency for the time being of the member states of the
European Union that adopt the European single currency
“Admission” the admission of the Ordinary Shares to trading on AIM and such
admission becoming effective in accordance with the AIM Rules
“Admission Document” or this document, drawn up in accordance with the AIM Rules
“Document”
“AIM” the market of that name operated by the London Stock Exchange
“AIM Rules” the AIM Rules for Companies governing admission to and the
operation of AIM, as amended from time to time
“Arden Partners” Arden Partners plc
“Articles” the articles ofincorporationof the Company
“Board” the board of directors of the Company
“Business Transfer Agreement” or the business transfer agreement entered into on 23 August 2010
“BTA” between iEnergizer IT and iEnergizer India pursuant to which, with
effect from 1 May 2010, the business of iEnergizer India was
transferred to iEnergizer IT, further details of which are set out in
paragraph10.7of PartVIof this Document
“certificated” or“in certificated the description of a share or security which is in certificated form
form” (that is, not in CREST)
“Code” the City Code on Takeovers and Mergers, as amended from time to
time
“Company” or“iEnergizer” iEnergizer Limited, a company registered in Guernsey with
company registered number 51870
“Company Law” the Companies (Guernsey) Law, 2008 as amended and all
subordinate legislation made thereunder and every modification or
re-enactment thereof for the time being in force
“Costs Agreement” the costs agreement entered into on 15 June 2010 between the
Company and EICR pursuant to which EICR agreed to pay certain
of the Company’s costs in relation to the Placing and Admission,
further details of which are set out in paragraph 10.5 of Part VI of
this Document
“CREST” the relevant system (as defined in the CREST Regulations) for the
paperless settlement of share transfers and the holding of shares in
uncertificated form
“CREST Guernsey Requirements” Rule 8 and such other of the rules and requirements of Euroclear as
may be applicable to issuers registered in Guernsey as from time to
time specified in the CREST Manual
“CREST Manual” the document entitled “CREST Reference Manual” issued by
Euroclear
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“CREST Regulations” the Uncertificated Securities Regulations 2001 of the United
Kingdom (as amended) including any modification or re-enactment
thereof for the time being in force
“CustomerLinx” CustomerLinx Inc, a company incorporated in Delaware
“CustomerLinx Master Services the master services agreement entered into on 30 June 2008
Agreement” or“CustomerLinx between iEnergizer Holdings and CustomerLinx, further details of
MSA” which are set out in paragraph10.9of PartVIof this Document
“Cyprus” the Republic of Cyprus
“Deccan” Deccan iServices Pvt. Limited, a company registered in India
“Directors” the current directors of the Company, whose names appear on page
5of this Document
“Director’sOption Agreement” the option agreement entered into on 27 August 2010 between the
Company and Sara Latham, further details of which are set out in
paragraph10.11of Part VI of this Document
“DTR” the disclosure and transparency rules made by the UKLA in
accordance with section 73(A)(3) of FSMA
“EICR” EICR (Cyprus) Limited, a company registered in Cyprus
“Euroclear” Euroclear UK & Ireland Limited, the operator of CREST
“Existing Ordinary Shares”or the150,010,000Ordinary Sharesof the Company
“Issued Share Capital”
“Financial Services Authority” or the UK Financial Services Authority
“FSA”
“FSMA” the Financial Services and Markets Act 2000 of the United
Kingdom, as amended
“Granada” Granada Services Pvt. Limited, a company registered in India
“Granada Group” collectively, Granada, Deccan,iServices and iEnergizer India
“Granada Master Services the master services agreement entered into on 23 August 2010
Agreement” or“Granada MSA” between iEnergizer Holdings and Granada (for itself and on behalf
of each member of the Granada Group), further details of which are
set out in paragraph 3.4 of Part I and paragraph 10.8 of Part VI of
this Document
“Group” the Company and its subsidiaries, being iEnergizer Holdings and
iEnergizer IT
“Group’s Business” the business carried on by the Group following completion of the
Reorganisation comprising, inter alia, the existing business of
iEnergizer Holdings and the business transferred to iEnergizer IT
pursuant to the BTA
“IFRS” International Financial Reporting Standards
“India” the Republic of India
“iEnergizer Holdings” iEnergizer Holdings Ltd., a company registered in Mauritius and a
subsidiary of the Company
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