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 for up to £3.75m into Convertible Loan Notes of WeShop
Holdings Limited (“WeShop”)
Update on
WeShop
1. Option to
Subscribe for Convertible Loan Notes of WeShop Holdings Limited
(“WeShop”)
IamFire plc is pleased to announce that it has acquired an
option to subscribe for up to £3,750,000 in Convertible Loan Notes
(CLNs) of WeShop Holdings Ltd (“Option”) from Community Social
Investment Limited (formerly WeShop Limited). IamFire has
paid a consideration of £250,000 to acquire the right to subscribe
for the CLNs. The option to invest in to these CLNs was part
of the consideration paid by WeShop Holdings Ltd when it acquired
the business, name and assets of WeShop Limited in October 2021.
Should the Option be taken up, the CLNs will be convertible in
to new ordinary shares of WeShop Holdings Ltd at £1 per
share. Further terms about the right to subscribe for the
CLNs are described below.
2. Update on
WeShop
Considerable development and testing has taken place on the
WeShop eCommerce platform over the last few months. WeShop
has already been running a trial with 4,000 shoppers on the app
since earlier this year and aims to sign up 100,000 members within
the first two to three months after launch, which took place on
4 July 2022.
On Monday 4 July, WeShop released the following press
release:
“GLOBAL LAUNCH OF WESHOP - THE WORLD’S FIRST SHOPPING
PLATFORM WHICH REWARDS WITH SHARES IN THE COMPANY FOR EVERY
PURCHASE
THE NEW UK SHOPPABLE SOCIAL NETWORK
PLANS TO GIVE AWAY 90% OF ITS BUSINESS TO ITS SHOPPERS
‘We Shop at Our Shop’
Major retailers including ASOS,
Selfridges, NET-A-PORTER, eBay, B&Q, Made.com and Nike are just
a few of the brands and retailers already available on the
platform alongside exciting independent brands such as
Bow&Bo and Lulu Kachoo
WeShop is the world’s first shoppable
social network that allows people to shop for everyday goods and
items whilst simultaneously owning a stake in this major new
company.
UK tech firm WeShop launches this
retail revolution by giving away shares in the company every time a
person purchases goods through any of the retailers on the WeShop
platform.
WeShop’s disruptive business model is
purposely designed to take on the US based tech giants one purchase
at a time by sharing the wealth built up in the company with the
shoppers who have created it with their very own everyday
purchases.
The WeShop retail revolution is
ground-breaking because it allows anyone to own shares, which will
be trade-able on the stock market, by simply buying goods that they
would otherwise have bought from online retailers they already
purchase from.
So, instead of handing over yet more
billions to the likes of Jeff Bezos,
WeShop has pledged to hand over 90 per cent of the company to its
users. Initially for every purchase, 20 per cent of the price is
given back to you in shares in WeShop.
This means that if you were thinking
of buying a pair of £100 trainers from Amazon you can buy the same
£100 trainers through WeShop from one of the hundreds of
established retailers on the platform, except you will be rewarded
with £20 worth of shares in the company. Simply download the
app on iOS or Android and use “weshopsocial” as the referral code
to get in and start shopping.
As we all face a major cost of living
crisis this is the most creative, and truly a world’s first, way of
saving money. You can build a financial nest egg by simply
carrying on with the same shopping habits.
WeShop’s revolutionary mechanism,
means people using the platform earn an investment in the company,
which will be listed on the stock exchange, with
each purchase, successful
recommendation or introduction of a new member to the
community. As the cost of living spikes and with almost half
(48%) of Britons reporting they don’t have the extra cash to put
into a savings pot, WeShop allows shoppers to earn shares – and to
grow their savings - simply by spending the money they
usually would.
An exclusive YouGov survey found that
87% of Brits spend on average £150 a month on online shopping
(excluding online groceries). If they were to spend this amount on
WeShop they would earn £30 worth of shares – giving users a simple
way to grow savings they will be able to cash in for a treat, save
for a rainy day, or continue to own part of a major British tech
company.
WeShop which will be 90% owned by its
users, already has thousands of major brands on board allowing
people to effectively shop from their own shop! WeShop is a first
of its kind, community owned shoppable social network pioneering
the implementation of true and fair share
democratisation.
WeShop chairman, Richard Griffiths, said: “The way we shop
has changed dramatically in the last ten years thanks to rapid
advances in technology. While we’ve seen the dramatic growth of
online shopping platforms – and their profits – none of them are
designed to benefit the people who keep them going, the shoppers.
That’s why WeShop was born, building a totally shoppable social
network that is owned by the community. And to show we are serious,
we’re giving away 90% of WeShop to the people who use it. We think
that the potential of WeShop is gigantic and will have a massive
impact on the world of ecommerce and online retail. Imagine if
Amazon had done this when they started, the wealth created by
Amazon would have been shared amongst the people who made it
successful, its users. Indeed, the world might look very different
now, and that’s what we’re trying to achieve, a better, fairer and
more democratised shopping experience for everyone.”
In addition to purchasing, with
WeShop you can also monetise the power of recommendations. Whenever
anyone buys anything you have recommended on WeShop you receive 10%
of the value of the product in shares. And when a WeShopper
introduces a new user then the WeShopper will also get 1% of the
value the new user spends on the platform.
WeShop has the biggest retailers and brands available on the
app across fashion, home and décor, tech and gaming. From ASOS to
NET-A-PORTER and Etsy, from The Body Shop to Holland & Barrett, B&Q to MADE.com, PC
World to Carphone Warehouse, Nike to New Balance. There are
also a number of independent brands coming on board on a weekly
basis such as Lulu Kachoo and Bow&Bo.”
Some of the subsequent press coverage can be found at the
following links
-
https://www.cityam.com/shoppers-offered-shares-weshop-races-towards-ipo-as-british-tech-star-launches-worlds-first-community-owned-e-com-platform/
-
https://www.independent.co.uk/business/weshop-launches-as-first-communityowned-shopping-platform-with-ipo-in-sight-b2114981.html
-
https://www.standard.co.uk/news/uk/weshop-launches-first-community-owned-shopping-platform-ipo-b1010086.html
Shareholders who wish to sign up to the WeShop platform can use
the referral code “weshopsocial”
3. Further
details on the Option to subscribe for the CLNs:
* Option to subscribe for CLNs must be taken
up by 31 December 2022 or the Option will lapse
* The CLNs will carry an interest rate of
5%
* CLNs can be subscribed for in tranches of
£500,000 or above
* The conversion date will be 18 May 2023
(“Conversion Date”). FIRE will have the option to convert the
CLNs on that date at a price of £1 per share into WeShop Holdings
Ltd’s ordinary shares
* If the CLNs are not converted on the
Conversion Date then the principal along with accrued interest will
remain as an outstanding debt owing to FIRE, with a repayment date
of 18 May 2026
* Should the CLNs be converted on the
Conversion Date, the ordinary shares received in WeShop Holdings
Ltd will be locked-in for 6 months to 18 November 2023
Background on the WeShop Holdings Ltd Acquisition of WeShop
Ltd
WeShop Holdings Ltd (previously Boanerges Limited) 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 WeShop Holdings Ltd at 75p
per share, valuing the transaction at £25 million
(“Acquisition”). WeShop Limited is required to hold the
WeShop Holdings Ltd shares for a lock-in period of 18 months before
distributing those shares, in-specie, to its
shareholders.
The Option is in addition to FIRE’s previously announced
subscriptions for convertible loan notes into both Community Social
Investment Limited (formerly WeShop Limited) and WeShop Holdings
Limited as follows:
- £4.5m of a £9 million convertible loan agreement into WeShop
Limited, which it will now have the right to convert into equity of
Community Social Investment Limited (“1st CLN”).
If conversion of the 1st CLN occurs, FIRE will hold
approximately 25% of Community Social Investment Limited, assuming
the other parties to the convertible loan agreement also convert.
FIRE would therefore receive approximately 8.2 million WeShop
Holdings Limited shares on the in-specie distribution by Community
Social Investment Limited.
- £4m of convertible loan notes subscribed for into WeShop
Holdings Limited in 2 tranches announced on 22 December 2021 and 2
February 2022 (“2nd CLN”). The
2nd CLN gives FIRE the right to subscribe for up to
5,333,333 shares in WeShop Holdings Limited on 18 May 2023 on the same terms as set out herein
for the Option.
Should FIRE subscribe for the CLNs which are the subject of this
RNS and convert them in to new ordinary shares of WeShop Holdings
Ltd it would result in the Company holding a further 3,750,000
million WeShop Holdings Shares. Together with the
1st and 2nd CLNs described above and assuming all were
converted in to equity and further assuming the potential in specie
distribution of WeShop Holdings Limited shares occurs from
Community Social Investment Limited, FIRE could potentially end up
holding some 17,250,000 shares in WeShop Holdings Limited or
18.5% of the undiluted WeShop Holdings Limited shares in
issue.
WeShop Holdings Limited’s ordinary shares are currently listed
on the JP Jenkins matched bargain trading platform.
3 Chairman
Statement
“The Board is exceptionally pleased to have secured further
potential exposure to the WeShop social commerce platform through
the Option, in addition to the 1st and 2nd
CLNs. WeShop has made considerable progress in the
development of its app and in the execution of its launch. It
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. I would urge all of our
shareholders to try the WeShop App using the referral code
“weshopsocial”
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)