TIDMOBC
RNS Number : 6345N
Online Blockchain PLC
02 February 2021
For immediate release
2 February 2021
Online Blockchain plc
("Online" or the "Company")
Issue of equity
Online Blockchain plc (LSE: OBC) announces that the Company has
today raised GBP1.0 million (before expenses) by way of a placing
of 2,717,391 new Ordinary Shares ("Placing Shares") with Monecor
(London) Limited trading as ETX Capital ("Monecor") at a placing
price of 36.8p per share (the "Placing Price") (the "Placing"). In
completing the Placing, the Board has utilised the share
authorities approved by shareholders at the last Annual General
Meeting.
The proceeds of the Placing will be used to fund additional new
projects as well as enhance the deployment of Umbria and support
its existing crypto and blockchain-based products and are
anticipated to satisfy the Company's current working capital and
development needs for at least 12 months.
Placing Agreement
The Company has entered into a placing agreement dated 1
February 2021 (the "Placing Agreement") with Monecor, pursuant to
which Monecor, as agent for the Company, has subscribed for the
Placing Shares at the Placing Price. The obligations of Monecor
under the Placing Agreement are conditional, inter alia, upon
admission of the Placing Shares having occurred by 8.00 a.m. on 8
February 2021 (or such later time and/or date as may be agreed,
being no later than 8.00 a.m. on 28 February 2021), and there being
no material breach of the warranties given to prior to admission of
the Placing Shares.
Monecor may terminate the Placing Agreement in specified
circumstances (including for breach of warranty at any time prior
to admission of the Placing Shares, if such breach is reasonably
considered by Monecor to be material in the context of the Placing)
and in the event of a force majeure event occurring at any time
prior to admission of the Placing Shares.
Clem Chambers CEO commented:
"We are very pleased to have received further support at this
moment of high interest in Blockchain and DeFi (Decentralised
Finance) projects. As previously reported, we hope to start
beta-testing our new development project in decentralised finance,
Umbria, in the first quarter of 2021.These additional funds will
allow us to initiate development on further projects at this
opportune moment and we look forward to updating Shareholders in
due course. Furthermore, the additional funds will satisfy our
current working capital and development needs for at least 12
months and there is no current intention to return to the market
for further funding".
Warrants
The Company has conditionally agreed to issue participants in
the Placing, one warrant for every two Placing Shares (the "Placing
Warrants"). As a result, 1,358,695 Placing Warrants will be
conditionally issued to placees pursuant to the Placing. Each
Placing Warrant will provide the holder the right to subscribe for
one new Ordinary Share on its exercise. The Placing Warrants will
be exercisable at a price of 60p for a two-year period from the
date of admission of the Placing Shares. If exercised in full, the
Placing Warrants would result in the issue of a further 1,358,695
new Ordinary Shares.
The issue of the Placing Warrants will be subject to the
approval of shareholders at a general meeting of the Company (the
"General Meeting") granting authority to the Company to issue the
new Ordinary Shares on an exercise of the Warrants and to dis-apply
pre-emption rights. Further details of the General Meeting will be
announced in due course.
In conjunction with the Placing, the Company has agreed to issue
Monecor 100,000 warrants, exercisable in whole or in part at 36.8p
per new Ordinary Share within 2 years of being issued.
Admission to AIM
Application will be made for admission of the Placing Shares,
amounting to 2,717,391 new Ordinary Shares, to trading on AIM
("Admission") on or around 8 February 2021. The Placing Shares will
rank pari passu in all respects with the Company's existing issued
ordinary shares.
Further AIM Disclosures
On 31 December 2020, the Company published a TR-1 provided by
Monecor in which Monecor disclosed an interest in the Company of
12.03%. Although Monecor subsequently reduced its holding in
Company, as announced on 26 January 2021, to below 10%, Monecor is
a related party for the purposes of AIM Rule 13 as it has been a
substantial shareholder within the prior 12-month period. The
Directors of Online consider, having consulted with the Company's
Nominated Adviser and having taken market soundings, that the terms
of the Placing are fair and reasonable insofar as Online's
shareholders are concerned. In particular, the Directors have noted
that the Placing price represents a discount to the closing
mid-market price of an Ordinary Share on 1 February of 20 per cent.
As noted above, the additional funds will meet the Company's
current working capital and development needs for at least 12
months and there is no current intention or requirement to return
to the market for further funding.
Total Voting Rights
On Admission of the New Shares, the Company will have 14,150,191
Ordinary Shares in issue with voting rights. Online Blockchain Plc
does not currently hold any shares in treasury. Accordingly, this
figure of 14,150,191 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 Guidance and Transparency Rules.
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it
forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with
the company's obligations under Article 17 of MAR. Market
soundings, as defined in MAR, were taken in respect of the Placing,
with the result that certain persons became aware of inside
information, as permitted by MAR. That inside information is set
out in this announcement. Therefore, those persons that received
inside information in a market sounding are no longer in possession
of inside information relating to the Company and its
securities.
The person who arranged for the release of this announcement on
behalf of the Company was Clement Chambers, Director.
Enquiries:
For further information please contact:
Enquiries:
For further information please contact:
Online Blockchain PLC
Clement Chambers +44 20 3868 6702
Beaumont Cornish Limited (Nominated Adviser)
www.beaumontcornish.com +44 (0) 207 628 3396
Roland Cornish/Michael Cornish
Throgmorton Street Capital (Joint Broker) +44 (0)203 0112 309
Monecor (London) Ltd (Joint Broker)
E lliot Hance +44 (0)207 392 1436
Cassiopeia Ltd (Investor Relations) stefania@cassiopeia-ltd.com
Stefania Barbaglio
About Online Blockchain plc (LSE: OBC)
Online Blockchain (www.onlineblockchain.io) is a UK-based
incubator and developer of businesses in internet and
information-based technologies, including developers,
administrators and custodians of blockchains and cryptocurrencies.
The Company created ADVFN www.advfn.com and has a holding of 17.98%
in ADVFN plc.
Online Blockchain plc continues to consider new related
opportunities and particularly crypto currencies and
blockchain-based opportunities including incubating cryptocurrency
start-ups and developing technical innovation in the blockchain
space.
Glossary
"blockchain" is a distributed public digital ledger in which
transactions are recorded chronologically
"cryptocurrency" is a digital currency in which encryption
techniques are used to regulate the generation of units of currency
and verify the transfer of funds, operating independently of any
central bank
Forward Looking Statements
Certain statements in this announcement are or may be deemed to
be forward looking statements. Forward looking statements are
identified by their use of terms and phrases such as "believe"
"could" "should" "envisage" "estimate" "intend" "may" "plan" "will"
or the negative of those variations or comparable expressions
including references to assumptions. These forward-looking
statements are not based on historical facts but rather on the
Directors' current expectations and assumptions regarding the
Company's future growth results of operations performance future
capital and other expenditures (including the amount. nature and
sources of funding thereof) competitive advantages business
prospects and opportunities. Such forward looking statements
reflect the Directors' current beliefs and assumptions and are
based on information currently available to the Directors. Many
factors could cause actual results to differ materially from the
results discussed in the forward-looking statements including risks
associated with vulnerability to general economic and business
conditions competition environmental and other regulatory changes
actions by governmental authorities the availability of capital
markets reliance on key personnel uninsured and underinsured losses
and other factors many of which are beyond the control of the
Company. Although any forward-looking statements contained in this
announcement are based upon what the Directors believe to be
reasonable assumptions. The Company cannot assure investors that
actual results will be consistent with such forward looking
statements.
Important Notice
Beaumont Cornish Limited ("Beaumont Cornish"), which is
authorised and regulated in the United Kingdom by the FCA, is
acting as Nominated Adviser ("Nomad") to the Company in connection
with the matters set out in this announcement and will not be
acting for any other person or otherwise be responsible to any
person for providing the protections afforded to clients of
Beaumont Cornish or for advising any other person in respect of the
matters set out in this announcement or any transaction, matter or
arrangement referred to in this announcement. Beaumont Cornish's
responsibilities as the Company's Nomad are owed solely to London
Stock Exchange and are not owed to the Company or to any Director
or to any other person in respect of his or her decision to acquire
any shares in the Company.
ENDS
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END
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February 02, 2021 02:00 ET (07:00 GMT)
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