TIDMBGO
RNS Number : 7627C
Bango PLC
24 January 2018
THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION,
RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, NEW ZEALAND,
CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION
WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT
CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY,
SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SHARES OR OTHER SECURITIES
OF BANGO PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR
SOLICITATION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT
THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF REGULATION 596/2014 ("MAR"). 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.
BANGO PLC
Placing and Acquisition
- Acquisition of Audiens to accelerate data monetization business
- Placing of GBP5 million to fund Acquisition
- Expected to add to group Revenue immediately and boost 2019 profit
- Benefits for Bango Customers and mobile operator partners
Bango plc (AIM: BGO) ("Bango"), the mobile payments company,
announces a placing of 2,777,778 new ordinary shares (the "Placing
Shares") at a price of 180 pence per share (the "Placing Price") to
raise GBP5 million (the "Placing"). In addition, Bango announces
that it has acquired 98.45 per cent. of Audiens SRL ("Audiens"),
the data management subsidiary of Digitouch S.p.A (DGT:Borsa
Italiana) ("Digitouch"), from Digitouch, Marko Maras, Sodapao
S.R.L., My Draco S.R.L. and Fabrizio Ampollini (together the
"Sellers") (the "Acquisition"). The Acquisition is not conditional
on admission of the Placing Shares to the AIM market. The Placing
and Acquisition are intended to enable Bango to capitalize on
demand for the valuable data it generates through its existing
operations and to enable the Bango Platform to provide additional
value to the rapidly-growing mobile advertising market.
In addition to the Placing, Bango also announces that Ray
Anderson and Anil Malhotra, Chief Executive Officer and Chief
Marketing Officer of Bango respectively have indicated their
intention to subscribe for up to a total of GBP20,000 of new shares
at a price no less than the Placing Price.
Acquisition of Audiens
The consideration for the Acquisition comprises of EUR1.48m
(GBP1.3m) in cash, to be paid immediately, EUR0.63m (GBP0.55m)
which will be paid to Digitouch for provision of shared services
for up to 12 months from the date of the Acquisition, 521,803 Bango
ordinary shares which have been issued at the Placing Price (the
"Consideration Shares") and the grant of 738,399 warrants over
Bango ordinary shares exercisable for a period of 10 years at the
Placing Price.
The remaining 1.55 per cent. of Audiens is retained by Marko
Maras, a co-founder of Audiens (the "Maras Shares"). Bango has
entered into an agreement with Mr Maras relating to the Maras
Shares (the "Option Agreement"), pursuant to which additional
consideration may become payable as part of a two year incentive
plan to maximize the success of Audiens as part of Bango. Further
information on the Option Agreement is set out below.
The net proceeds of the Placing will be used to fund the
Acquisition, to integrate the Audiens technology with the industry
leading Bango Platform and to support the development and marketing
of the emerging Bango mobile data monetization business.
Application has been made to the London Stock Exchange plc for
the Placing Shares and Consideration Shares (together, the "New
Ordinary Shares") to be admitted to trading on AIM. It is expected
that the Placing will become unconditional, that admission to AIM
will become effective and that dealings will commence on 29 January
2018.
Commenting on the Acquisition and the Placing, Bango CEO, Ray
Anderson said:
"The acquisition of Audiens accelerates the development of the
Bango data monetization business and opens the door to exciting new
additional revenue streams from the Bango platform.
Mobile operators are eager to find new ways to improve their
monetization of data - in ways that respect user privacy and comply
with regulations. Merchants want to grow sales faster and reach new
customers more efficiently. The combined platform will provide
customer insights to merchants, advertising partners, and mobile
network operators, to drive consumer engagement and revenue.
The Audiens team has developed a powerful data monetization
product that is gaining rapid customer traction and is being
integrated with industry leaders. The technology and relationships
that Audiens brings will enable Bango customers to grow faster than
originally planned.
Bango Boost already monetizes data by delivering significant
sales growth for merchants. With Audiens technology, Bango can now
capitalise on the demand for data to enable more effective
marketing, bringing additional revenue and scale to Bango, as
mobile cements its place at the centre of global commerce."
Reasons for the Acquisition
Bango is the payment platform chosen by the world's most
influential companies to grow their sales faster in the age of
connected commerce. Working with global stores including Google,
Amazon, and Microsoft, Bango has become the industry standard
mobile commerce platform, helping people make payments quickly and
conveniently. Through its innovative technology platform and
relationships with over 100 network operators, Bango technology
increases sales success and provides unique insights derived from
the pooled data and shared knowledge of the platform.
Since 2016, Bango has been developing technology to deliver
additional insights from data accessible using the Bango Platform.
These insights are used by merchants to drive increased sales and
improve marketing effectiveness.
Over more than two years, Audiens has developed a cloud based
data platform that collects, organises and analyses data, building
customized audience segments and making these available to
advertisers. Advertisers can map more accurately to relevant users
based on their activities, enabling data-driven decision making.
The Audiens team has extensive domain expertise and market
experience.
Bango believes that the Audiens technology complements and
accelerates the Bango data strategy by 12-18 months, enabling Bango
customers and other advertisers to improve marketing effectiveness.
This acquisition will also enable mobile operators that partner
with Bango to more efficiently and successfully monetize valuable
consumer data.
The directors of Bango believe there are substantial market and
product synergies from this deal. The integrated platform will
provide a tested, trusted, secure and safe route to market for
valuable data accessible through the Bango Platform. Bango partners
will benefit from the deep data insights provided from the platform
to monetize better through higher sales success and improved
marketing conversion.
Over the last two years, Bango has delivered strong growth in
its core business. As announced on 8 January 2018, Bango continues
to focus its product development, sales and marketing efforts on
enhancing the Bango Platform and on growing transactions through
the Bango Platform for its customers. The total End User Spend
(EUS) for 2017 was GBP271m compared to GBP132m for 2016 with a run
rate of over GBP400m at the end of the year. Bango expects
continued strong EUS growth and that revenue from its existing core
Bango Platform business to continue to grow throughout 2018 and
beyond.
In 2018 Bango expects approximately GBP1m of additional revenue
and no impact on expected profitability as a result of the
Acquisition. Audiens reported unaudited gross profit of EUR0.24m
(GBP0.22m) and a net loss of EUR0.19m (GBP0.16m) for 2017. Bango
expects that the integration of Audiens technology will make a
contribution to profitability from 2019 onwards, and that synergies
will drive additional EUS from the existing Bango business.
Benefits for Bango customers and partners
Mobile operators will be able to expand their use of the Bango
Platform to offer valuable data to advertisers, where they choose
to do so, securely and safely, and in compliance with relevant
regulations. Audiens already does this for two mobile
operators.
Merchants using the Bango Platform to collect payments and
developers distributing through Bango payment enabled App Stores
will be able to better target their advertising to optimize sales
and improve marketing efficiency. They will do this either directly
or through advertising agencies.
The Audiens technology delivers data into the trading desks used
by advertisers and marketing agencies, providing broad global
availability without the need for global sales and marketing
teams.
Bango has established a resale and licensing agreement with
Digitouch to use the Audiens technology, and expects this
partnership to accelerate the early success already achieved.
The Option Agreement
After the acquisition, Marko Maras will head the Audiens
business at Bango with rewards linked to achievement of specific
revenue objectives and overhead control.
As noted above, as part of the terms of the Acquisition, Bango
has entered into the Option Agreement with Mr Maras relating to the
Maras Shares. Under the terms of the Option Agreement, Bango can
call upon Mr Maras to sell these shares to Bango in certain
circumstances (the "Call Option") and Mr Maras can call upon Bango
to purchase these shares in certain circumstances (the "Put
Option"). The final date by which either the Put Option or the Call
Option must have been exercised is 28 February 2020.
On exercise of either the Put Option or the Call Option, Mr
Maras may be entitled to payment for the Maras Shares calculated at
EUR0.95m (GBP0.83m) (based on the Placing Price), payable by Bango
(the "Additional Consideration") subject to certain conditions
including the achievement of specific revenue targets by Audiens.
The Additional Consideration that may be payable varies depending
on the Bango share price at the time of exercise of either the Put
Option or the Call Option. The Additional Consideration payable
will reduce as the Bango share price rises but could increase, on a
sliding scale to a maximum of EUR1.38m (GBP1.2m), should the
revenue objectives be met but the Bango share price falls below the
Placing Price at that point.
If, on or before 28 February 2020, Audiens, directly or
indirectly is the subject of a further sale by Bango, or should
Bango be acquired and a portion of the proceeds be specifically
attributed to Audiens, further consideration is payable to Mr
Maras. The further consideration would be for an amount that is up
to 20 per cent. of any sale proceeds receivable by Bango that are
directly attributable to the sale of Audiens after deducting the
total consideration (including the value of Bango shares and
warrants at the point of such event) paid by Bango for the
Acquisition. Any such further consideration payable to Mr Maras is
capped at an amount equal to EUR50 million, which amount would only
be reached if the sale proceeds attributable to Audiens were EUR250
million more than the value of the total consideration paid by
Bango for the Acquisition.
Strategy Day
Bango is holding a Strategy Day today at a central London venue.
For further information, or to register attendance, please email
bango@fticonsulting.com.
For further information, please contact:
Bango plc
+44 3330 770
Ray Anderson, CEO 247
Rachel Elias-Jones, CFO
Anil Malhotra, CMO
Cenkos Securities plc
+44 131 220
Beth McKiernan / Neil McDonald 6939
FTI Consulting
+44 203 727
Matt Dixon / Rob Mindell 1000
Certain information contained in this announcement would have
been deemed inside information for the purposes of Article 7 of the
Market Abuse Regulation (EU) No. 596/2014 until the release of this
announcement.
About Bango
Bango is the standard platform chosen by leading global stores
to deliver mobile payments to everyone. As the next billion
consumers adopt their first smartphone and look for universal
payment methods, Bango will be there to unlock the world of apps,
video, music, games and other content that brings those smartphones
to life. Global stores plugging into the Bango Payment Platform
include Amazon (NASDAQ: AMZN), Google (NASDAQ: GOOG), Samsung
(005930: Korea SE) and Microsoft (NASDAQ: MSFT). Bango also
partners with leading payment providers around the world to drive
new users and revenues through its industry-leading mobile payment
solutions. For more information, visit www.bango.com.
IMPORTANT NOTICE
No action has been taken by Bango or Cenkos Securities plc or
any of their respective affiliates, that would, or which is
intended to, permit a public offer of the Placing Shares in any
jurisdiction or the possession or distribution of this announcement
or any other offering or publicity material relating to the Placing
Shares in any jurisdiction where action for that purpose is
required. Any failure to comply with these restrictions may
constitute a violation of the securities laws of such
jurisdictions. Persons into whose possession this announcement
comes shall inform themselves about, and observe such
restrictions.
No prospectus will be made available in connection with the
matters contained in this announcement and no such prospectus is
required (in accordance with the Prospectus Directive) to be
published.
THIS ANNOUNCEMENT, INCLUDING THE INFORMATION CONTAINED HEREIN,
IS FOR INFORMATION PURPOSES ONLY, IS NOT INTENDED TO AND DOES NOT
CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO PURCHASE OR
SUBSCRIBE FOR, UNDERWRITE, SELL OR ISSUE OR THE SOLICITATION OF AN
OFFER TO PURCHASE OR SUBSCRIBE, SELL, ACQUIRE, DISPOSE OF THE
PLACING SHARES OR ANY OTHER SECURITY IN THE UNITED STATES,
AUSTRALIA, NEW ZEALAND, CANADA, JAPAN OR THE REPUBLIC OF SOUTH
AFRICA OR IN ANY JURISDICTION IN WHICH, OR TO ANY PERSONS TO WHOM,
SUCH OFFERING, SOLICITATION OR SALE WOULD BE UNLAWFUL.
Cenkos Securities plc is authorised and regulated in the United
Kingdom by the FCA and is acting exclusively for Bango in
connection with the Placing and no one else and will not be
responsible to anyone other than Bango for providing the
protections afforded to their clients nor for providing advice to
any other person in relation to the Placing and/or any other matter
referred to in this announcement.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by Cenkos Securities plc or Bango or any of
their respective affiliates or any of their respective directors,
officers, employees, advisers or representatives (collectively,
"Representatives") as to or in relation to the accuracy or
completeness of this announcement or any other written or oral
information made available to or publicly available to any
interested party or its advisers, and any liability therefor is
expressly disclaimed.
This announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Placing Shares. Any investment
decision to buy Placing Shares in the Placing must be made solely
on the basis of publicly available information, which has not been
independently verified by Cenkos Securities plc or Bango.
This announcement contains certain forward-looking statements,
beliefs or opinions, with respect to certain of Bango's current
expectations and projections about future prospects, developments,
strategies, performance, anticipated events or trends and other
matters that are not historical facts. These forward-looking
statements, which sometimes use words such as "aim", "anticipate",
"believe", "intend", "plan", "estimate", "expect" and words of
similar meaning, include all matters that are not historical facts
and reflect the directors' beliefs and expectations and involve a
number of risks, uncertainties and assumptions that could cause
actual results and performance to differ materially from any
expected future results or performance expressed or implied by the
forward-looking statement. Statements contained in this
announcement regarding past trends or activities should not be
taken as a representation that such trends or activities will
continue in the future. The information contained in this
announcement is subject to change without notice and, except as
required by applicable law, neither Bango nor Cenkos Securities plc
nor any of their respective affiliates nor any of their respective
Representatives assumes any responsibility or obligation to update,
amend or revise publicly or review any of the forward-looking
statements contained in this announcement. You should not place
undue reliance on forward-looking statements, which speak only as
of the date of this announcement. Any indication in this
announcement of the price at which Placing Shares have been bought
or sold in the past cannot be relied upon as a guide to future
performance. No statement in this announcement is or is intended to
be a profit forecast or profit estimate or to imply that the
earnings of Bango for the current or future financial years will
necessarily match or exceed the historical or published earnings of
Bango. Past performance of Bango cannot be relied on as a guide to
future performance and persons reading this announcement are
cautioned not to place undue reliance on such forward-looking
statements.
The price of Ordinary Shares and any income from them may go
down as well as up and investors may not get back the full amount
invested on disposal of the Ordinary Shares.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the AIM
Market operated by the London Stock Exchange.
Neither the content of Bango's website nor any website
accessible by hyperlinks on Bango's website is incorporated in, or
forms part of, this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCFKQDPOBKKDDB
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January 24, 2018 03:20 ET (08:20 GMT)
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