9 March 2020
Removal from Official List
Animoca Brands Corporation Limited (ASX: AB1, “Animoca Brands” or “the Company”) wishes to advise that, despite the Company’s thorough and detailed case made to the contrary, ASX has removed the Company from the Official List pursuant to Listing Rule 17.12 with effect on and from the commencement of trading on Monday, 9 March 2020. The Company’s operations continue on a business-as-usual basis.
Background on delisting
On 18 December 2019, ASX issued a letter to the Company detailing what ASX believed to be breaches of the listing rules (“the Letter”; refer to ASX announcements dated 24 December 2019). The Letter placed emphasis on some elements of the Company’s business including:
certain governance items (many of which the Company had already taken significant actions toward rectifying prior to the Letter);
“involvement in cryptocurrency related activities” (which the Company notes is an unsettled topic between the Company and ASX, and not clearly defined); and
“substantial use of SAFEs issued by subsidiaries” (although the Company has not initiated new transactions utilising SAFEs since being advised by ASX that SAFEs constituted a concern).
ASX advised the Company that it would be removed from the Official List unless the Company could make a good case to the contrary.
Upon receipt of the Letter, Animoca Brands set to work on addressing ASX’s concerns and working on a strategy that would allow ASX to be comfortable in lifting the Company from suspension. Animoca Brands secured an extension to give the Company until 6 March 2020 to make a good case against the claims advanced by ASX (refer to ASX announcement dated 20 February 2020). The Company committed considerable time and resources to address the concerns of ASX, including engaging various consultants and advisors as well as the law firms King & Wood Mallesons, Sidley Austin, and DLA Piper.
On 28 February 2020, the Company submitted to ASX a detailed and comprehensive 39-page response (“the Response”) to factually address the items in the Letter, and also attached a number of supporting legal opinions from highly regarded legal firms concerning the status of certain cryptographic tokens that ASX had cited as concerns. Animoca Brands acknowledged some of the alleged breaches and issues with respect to its operations, noting that the Company had already taken various remedial actions and had corrected breaches before receipt of the Letter. Animoca Brands objected to some other points raised by ASX, including ASX’s claim that the Company was in breach of Listing Rule 12.5.
The Board and management of Animoca Brands are aware that removal from the Official List is likely to have a significant impact on the Company and Shareholders, and are working closely with advisers and business partners to develop opportunities beyond the ASX in order to advance the interests of the Company and Shareholders.
After Animoca Brands has been removed from the Official List, it will no longer have the capability to update Shareholders and the market via the ASX platform. The Company’s shares will no longer be quoted or traded on ASX and Shareholders will only be able to sell their Shares via off-market private transactions. The Company will be subject to on-going disclosure obligations as an unlisted disclosing entity pursuant to section 675 of the Corporations Act, and will lodge relevant material updates with the Australian Securities and Investments Commission (ASIC).
In order to receive investor updates after the Company’s delisting, Shareholders are encouraged to visit the Company’s web site at https://www.animocabrands.com, and to sign up for the investor relations mailing distribution list available at the URL https://www.animocabrands.com/investors or by sending an email message to email@example.com.
In the meantime, the Company’s operations continue on a business-as-usual basis, with a number of exciting events expected in the near and medium terms including the launches of the blockchain games The Sandbox and F1® Delta Time. The Board looks forward to providing further updates to Shareholders.
This announcement has been authorised for release by the Board.
If you have any queries in relation to this announcement, please contact John Madden, co-company secretary, at firstname.lastname@example.org.
About Animoca Brands
Animoca Brands (ASX: AB1) leverages gamification, blockchain, and artificial intelligence technologies to develop and publish a broad portfolio of mobile products including games such as The Sandbox, Crazy Kings, and Crazy Defense Heroes as well as products based on popular intellectual properties such as Formula 1®, Garfield, Snoopy, Thomas & Friends™, Ever After High and Doraemon. Animoca Brands’ portfolio of blockchain investments and partnerships includes Lucid Sight, Dapper Labs (creators of CryptoKitties), WAX, Harmony, and Decentraland. The Company is based in Hong Kong, Canada, Finland, and Argentina. For more information visit www.animocabrands.com or get updates by following Animoca Brands on Facebook or Twitter.