TIDMMPM
RNS Number : 9926G
mporium Group PLC
26 November 2015
26 November 2015
mporium Group PLC
(the "Company")
Placing to Raise Approximately GBP3.1 Million
mporium Group PLC (AIM: MPM), the mobile commerce specialist, is
pleased to announce that the Company has raised approximately
GBP3.1 million before expenses (approximately GBP3.0m net of
expenses) through a placing (the "Issue") of 38,389,042 ordinary
shares of 0.5 pence each in the Company ("New Shares"), at a price
of 8 pence per New Share (the "Issue Price"), from a combination of
new and existing shareholders.
The proceeds of the Issue will be used to continue the Company's
ongoing product development, its growth strategy and for working
capital purposes.
The Issue Price of 8 pence per New Share represents a 3 per
cent. discount to the closing middle market price of 8.25 pence per
ordinary share on 25 November 2015, being the last business day
prior to this announcement. N+1 Singer is acting as sole broker for
the Company in connection with the Issue.
The Issue is conditional only upon the admission of the New
Shares to trading on AIM ("Admission A"). Application has been made
for the New Shares to be admitted to trading on AIM and it is
anticipated that Admission A will occur on or around 1 December
2015.
The Issue, which is not being underwritten, has been undertaken
pursuant to an agreement between the Company and N+1 Singer (the
"Issue Agreement"). Under the terms of the Issue Agreement, N+1
Singer, as broker, has agreed to use its reasonable endeavours to
procure investors to subscribe for the Issue Shares. The Issue
Agreement contains certain warranties given by the Company in
favour of N+1 Singer in relation to, inter alia, certain matters
relating to the Group, its business and the Issue.
The New Shares will be issued free of all liens, charges and
encumbrances and are, credited as fully paid and rank in full for
all dividends and other distributions declared, made or paid in
respect of ordinary shares after Admission A and will otherwise
rank pari passu in all respects with the existing ordinary
shares.
The New Shares have not been made available to the public and
have not being offered or sold in any jurisdiction where it would
be unlawful to do so.
Effect of the Issue and exercise of options
The Company also announces that it has issued and allotted
468,320 new ordinary shares of 0.5 pence each in the Company
("Ordinary Shares") following an exercise of share options. 368,320
of these Option Shares have been allotted under the Company's
existing block admission facility. All the options being exercised
were granted prior to the new management team and the board joining
the Company.
Application has therefore also been made for the 100,000 new
Ordinary Shares to be admitted to trading on AIM ("Admission B")
and it is anticipated that Admission B will occur on or around 1
December 2015.
Following Admission A and Admission B, the Company's total
issued share capital will consist of 470,132,520 Ordinary Shares.
This figure 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 to their
interest in, the share capital of the Company under the Financial
Conduct Authority's Disclosure and Transparency Rules.
The New Shares will represent approximately 8.17 per cent. of
the enlarged issued share capital of the Company.
Director's Shareholdings pre and post the Issue
Number of Percentage Number of Percentage
Ordinary of issued Ordinary of enlarged
Shares held share capital Shares to issued share
pre-issue pre-issue be held capital
of New Shares of New Shares post-issue post-issue
of New Shares of New Shares
------------------- --------------- --------------- --------------- ---------------
Nigel Walder 8,210,074 1.90% 8,210,074 1.75%
------------------- --------------- --------------- --------------- ---------------
Barry Moat 7,950,000 1.84% 7,950,000 1.69%
------------------- --------------- --------------- --------------- ---------------
Richard
Gordon 1,100,000 0.26% 1,100,000 0.23%
------------------- --------------- --------------- --------------- ---------------
Staale Bjornstad* Nil Nil Nil Nil
------------------- --------------- --------------- --------------- ---------------
*As at 31 December 2014, Staale Bjornstad held 1,538 shares in
Cxense ASA, a company which currently holds 100,000,000 Ordinary
Shares in the Company, representing approximately 21.27% of the
Company total voting rights following Admission A and Admission
B.
The Company also announces that in order to satisfy market
demand, Dominic Keen, a past director of the Company, has been
granted approval by the Company's Nominated Adviser, to sell a
total of 1,055,820 Ordinary Shares in the Company which had been
previously subject to a lock-in and orderly market agreement.
1,037,991 of these Ordinary Shares have been sold into the
Issue.
On 8 June 2015, Barry Moat, Chief Executive Officer of the
Company, was granted the option to acquire up to a maximum of
35,905,294 Ordinary Shares pursuant to the mporium Group plc 2015
Share Option Scheme (the "Option"). Barry Moat has irrevocably and
unconditionally agreed that he will not exercise the Option
(whether in whole or in part) until the earlier of (i) the
Company's next general meeting subject to the passing of certain
resolutions at that general meeting and (ii) 30 June 2016.
Related Party Transaction
Robert Keith, a substantial shareholder in the Company, has
agreed to subscribe for 3,125,000 New Shares pursuant to the Issue.
Robert Keith is a related party under the AIM Rules for Companies
by virtue of his existing shareholding in the Company. The
Directors consider, having consulted with the Company's nominated
adviser, N+1 Singer, that the terms of Robert Keith's participation
in the Issue is fair and reasonable insofar as the Shareholders of
the Company are concerned.
Ms Lee, Tin Yu, a substantial shareholder in the Company, has
agreed to subscribe, via Charles Street International Holdings
Limited, for 1,250,000 New Shares pursuant to the Issue. Ms Lee,
Tin Yu is a related party under the AIM Rules for Companies by
virtue of her existing shareholding in the Company. The Directors
consider, having consulted with the Company's nominated adviser,
N+1 Singer, that the terms of Ms Lee, Tin Yu's participation in the
Issue is fair and reasonable insofar as the Shareholders of the
Company are concerned.
Outlook
The continued growth in the utilisation of mobile devices,
provides compelling market opportunities for companies that deliver
world-class m-Commerce products. Against this backdrop, the
Company's new management team have refocused its development
programme to align with the market opportunity. This was achieved
by leveraging the purchase of FWM, the FWM InTELEgentsia prototype,
and the strategic alliance with Cxense. The Company is in the
process of bringing product to market that seeks to address the
needs of brands, retailers, media agencies and broadcasters. These
products aim to deliver advanced m-Commerce functionality including
detailed analytics, targeted marketing strategies and personalised
content. The new products are expected to appeal to both the SME
and enterprise markets, under different branding and via different
distribution models.
The legacy MoPowered platforms, having been reviewed by new
management in light of other competitive offerings, will not be
developed any further and have been placed in maintenance mode.
They are expected to be decommissioned in early 2016, with existing
clients being offered a migration path to the new products. The
proceeds of the Issue will mainly be used for development, support
and marketing of the new products and for general working capital
purposes.
Commenting on the Issue, Barry Moat, Chief Executive of the
Company, said:
"With the Company's recent board appointments and exciting new
products in development, we believe that mporium will be well
positioned to take advantage of the exciting opportunity in the
m-commerce market. We look forward to announcing further details on
our new products in 2016."
Ends
Enquiries:
mporium 020 3242 0515
Barry Moat
N+1 Singer (Nominated Adviser
and Broker) 020 7496 3000
Gillian Martin
Alex Wright
Buchanan 020 7466 5000
Charles Ryland
Vicky Watkins
This information is provided by RNS
The company news service from the London Stock Exchange
END
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