THE INFORMATION CONTAINED WITHIN THIS
ANNOUNCEMENT IS DEEMED BY IAMFIRE PLC TO CONSTITUTE INSIDE
INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU)
NO. 596/2014, AS AMENDED ("MAR"). ON THE PUBLICATION OF THIS
ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE ("RIS"), THIS
INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC
DOMAIN.
IamFire plc
AQSE: FIRE
(“FIRE” or the “Company”)
Option to
Subscribe up to £4.5m into Convertible Loan Notes of Boanerges
Limited (“BNRG”)
Director
changes
1. Option to Subscribe into Convertible Loan Notes
of Boanerges Limited (“BNRG”)
IamFire plc is pleased to announce that it has agreed an option
to subscribe up to £4,500,000 in Convertible Loan Notes (CLNs) of
BNRG (“Option”). On 20 October 2021,
BNRG announced a general meeting to approve the acquisition of the
assets, business and the name of social-commerce business, WeShop
Limited, and to withdraw from the AQSE Growth Market. Following the
BNRG general meeting held today, the acquisition has been
approved.
Should the Option be taken up, the CLNs will be convertible in
to new BNRG shares at 75 pence per
share. The CLNs will carry an interest rate of 5%, payable
only in the event that they are not converted into equity when the
conversion date falls due.
Further details on the Option to subscribe in to the CLNs
are:
* Option to subscribe in to CLNs must be taken
up by 18 February 2022 or the Option
will lapse
* CLNs can be subscribed for in tranches of
£500,000 or above
* The conversion date will be 18 May
2023. FIRE will have the option to convert all CLNs on that
date at a price of 75p per share in BNRG ordinary shares
* If the CLNs are not converted on that date
then the principal along with accrued interest will remain as
outstanding debt owing to FIRE, with a repayment date of
18 May 2026
* Should the CLNs be converted, the shares
received in BNRG will be locked-in for 6 months to 18 November 2023
Background on the BNRG Acquisition
BNRG announced on 20 October 2021,
an intention to acquire the assets, business and name of WeShop
Limited (“WeShop”) for the consideration of 33,333,333 shares in
BNRG at 75p per share, valuing the transaction at £25 million
(“Acquisition”). WeShop will hold the BNRG shares for a
lock-in period of 18 months before distributing those shares,
in-specie, to its shareholders. The full announcement from
BNRG can be found at the following link:
https://boanergesltd.com/boanerges-weshop-announcement/
Following a BNRG general meeting held today, all resolutions
have been passed. As a result the Acquisition will complete
and BNRG will withdraw from the AQSE Growth Market, rename itself
WeShop Holdings Limited and its shares will trade on JP Jenkins
Direct from 18 November 2021 under
the ticker WSHP.
The Option is in addition to FIRE’s previously announced
subscription for £4.5m of a £9 million convertible loan agreement
in WeShop, which it will now have the right to convert into equity
of WeShop. If conversion of this original loan note occurs,
FIRE will hold approximately 24% of WeShop, assuming the other
parties to the convertible loan agreement also convert. FIRE would
therefore receive approximately 8.2 million BNRG shares on the
in-specie distribution by WeShop.
Should FIRE take up the Option to subscribe for the full amount
of BNRG shares, it would result in FIRE holding a further 5,333,333
shares in BNRG. Together with the potential distribution
in-specie from WeShop, this would result in an aggregate holding of
around 13.5 million BNRG shares, representing approximately 14.5%
of the undiluted BNRG shares in issue.
2. Directorate Changes & Appointments
The Company is also pleased to announce the appointment of Mrs
Fiona Wilmot. Fiona will join
the Board as a Non-Executive Director and Company Secretary and
will also be responsible for the fulfilment of the finance function
within the Company. Fiona
Wilmot does not have any interest in the share capital of
IamFire plc.
Fiona Wilmot (Non-Executive
Director)
Fiona is a fellow of the ICAEW and a Partner at Orana Corporate
LLP, a London based corporate
advisory and accounting services practice. She has a number of
years’ experience in financial management and corporate advisory
services, primarily in the investment company sector, along with
good knowledge of the public company environment as Company
Secretary to both AIM and Standard listed companies.
Fiona began her career at PwC in London where she specialised in the banking
and asset management sectors for the audit and regulatory
divisions. She holds an MA in Modern and Medieval Languages
from the University of Cambridge.
Current
Directorships |
Partnerships |
Orana Corporate LLP |
N/A |
Leapwell Consulting Limited |
|
Except as set out above, there is no further information
regarding Fiona Wilmot, that is
required to be disclosed pursuant to Rule 4.9 of the AQSE Growth
Market Access Rulebook.
3. Chairman Statement
“The Board is exceptionally pleased to have secured further
potential exposure to the WeShop story through BNRG, in addition to
our existing convertible loan arrangement in WeShop. BNRG has
identified the massive opportunity that social commerce represents
and has collected together a globally impressive team to execute
the strategy, building on the foundation that WeShop has developed
over the previous years. We are delighted that FIRE has
secured the Option to invest further in to the opportunity and will
monitor the development of the new WeShop group with close
interest. We are further delighted to welcome Fiona Wilmot to the Board of FIRE. Fiona
is a seasoned finance professional and will be a huge asset to FIRE
as it continues to grow and develop its investment portfolio.”
The Directors of the Company, who have issued this RIS announcement
after due and careful enquiry, accept responsibility for its
content.
REGULATORY ANNOUNCEMENT ENDS
Enquiries:
Company:
info@iamfireplc.com
Peterhouse Capital Limited
Corporate Advisor
Guy Miller: + 44 (0) 20 7469 0930
(Direct)
Corporate Broker
Lucy Williams: +44 (0) 20 7469
0930
Duncan Vasey: +44 (0) 20 7220 9797
(Direct)