TIDMEVRH
RNS Number : 3501H
EVR Holdings PLC
07 June 2017
7 June 2017
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN EVR HOLDINGS PLC OR ANY OTHER
ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT
OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED ON IN
CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF EVR HOLDINGS
PLC.
This announcement contains inside information
EVR Holdings plc
("EVR" or the "Company")
Confirmation of successful fundraise of GBP5 million
Total Voting Rights
EVR (AIM: EVRH), one of the leading creators of virtual reality
content, announces that, further to the announcement made on 6 June
2017 entitled "Accelerated Bookbuild to raise gross proceeds of
approximately GBP5 million and change of Nominated Adviser and
Broker", the Company has raised gross proceeds of GBP5 million
through the successful placing of 62,500,000 Placing Shares at a
price of 8 pence per new Ordinary Share. The Placing Price
represents a discount of 4.5 per cent. to the closing price on 6
June 2017 being the latest practicable date prior to the date of
this announcement.
Application will be made to the London Stock Exchange for the
62,500,000 Placing Shares to be admitted to trading on AIM at 8.00
a.m. on 13 June 2017 ("Admission"). Once Admission occurs, the
Placing will have successfully completed. Upon completion of the
Placing, the Placing Shares will represent approximately 6.12 per
cent. of the Enlarged Share Capital.
The net proceeds of the Placing of approximately GBP4.7 million
will be used to make further investments into the Company's
original content library as well as to extend the capacity of its
live music capture and digital content creation capabilities both
in the UK and overseas, expanding upon existing resources and
infrastructure, increasing global marketing efforts as well as
research and development in areas such as post production and
camera technology.
Zeus Capital Limited, the Company's Nominated Adviser and
Broker, acted as sole bookrunner in connection with the
Placing.
Anthony Matchett, CEO of EVR, commented:
"Since listing, EVR has delivered on a number of strategic
milestones, including global partnerships with Warner Music Group
and Universal Music Group. MelodyVR was founded with the simple
vision of enabling music fans across the globe to connect with the
artists they love via next-generation technologies, enabling
consumers to virtually stand on stage at any concert or in the
recording studio with their favourite artists.
"Having founded the business three years ago, the VR market
today is near incomparable. Hardware manufacturers such as
Facebook, Samsung, Sony, Microsoft and Google have all shipped VR
hardware and many are in the process of launching new or updated VR
devices. Over the last three years, we've seen VR user numbers
increase from under 200,000 prototype devices to over 7.5 million
units worldwide. Mark Zuckerberg recently said that he believes "VR
is the next major computing and communication platform" and looking
ahead to the next three years, market research estimates that there
will be over 225 million VR devices in consumer hands. Just as MTV
conquered with video in the 90s and Spotify has redefined music
consumption throughout the last decade, MelodyVR's goal is to
deliver the next-generation of music content to fans.
"The proceeds of this successful placing will be used to fuel
the global expansion of our business, to reach more artists, more
partners and in turn, more consumers. We'll be investing further
capital into our original content as we seek to grow our vast
library of once-in-a-lifetime experiences. We believe that as the
market develops and consumer appetite for VR content increases,
we're perfectly positioned to deliver consumers the best in
immersive music experiences via our hardware agnostic VR music
platform.
"We'll be investing into additional resourcing and staff on a
global basis, aiming to attract even more of the best talent in the
UK, as well as throughout US offices in Los Angeles, New York,
Miami and Nashville, as well as in other music industry epicentres,
worldwide.
"As part of this announcement, I'm pleased to announce the
promotion of Nikki Lambert to the role of Chief Marketing Officer.
Nikki, formerly of the Virgin Group and more recently Spotify, has
proven invaluable since joining the company last year. As we
progress towards launch we'll be committing further resources into
marketing throughout Europe and the US, building upon our strategy
of amplifying artists, labels and hardware partners as they talk
about our platform and content, with a series of unique promotional
campaigns.
"Over the coming months, our aim is to further extend our market
leading position by closing partnerships with all three of the
world's major record labels, having already secured deals with two
- Universal Music Group and Warner Music Group, and by entering
agreements with music publishers, collection societies and
performance rights organisations as well as hardware partners on a
worldwide basis, enhancing the opportunities for deployment of the
MelodyVR platform across the globe.
"I am delighted with the support that we have had from our
existing institutional investor and I am pleased to welcome new
institutional investors to our shareholder register. We'd like to
thank all of our investors, partners and team for believing that
MelodyVR can deliver a new, meaningful and long term revenue stream
for the music industry."
Total Voting Rights
Following Admission, the total number of Ordinary Shares and
voting rights in the Company will be 1,021,625,846. The Company
does not hold any shares in treasury. The above figure may be used
by Shareholders 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 FCA's Disclosure and Transparency Rules.
Unless otherwise defined, all capitalised terms in this
announcement are defined at the end of the announcement made on 6
June 2017 entitled "Accelerated Bookbuild to raise gross proceeds
of approximately GBP5 million and change of Nominated Adviser and
Broker".
For further information:
EVR Holdings plc
Sean Nicolson, Chairman Tel: +44 (0) 20 7457
2020
Anthony Matchett, Chief www.evrholdings.com
Executive Officer
Zeus Capital Limited (Nominated Adviser
and Broker)
Phil Walker / Andrew Jones (Corporate Finance) Tel: +44 (0) 203 829
5000
John Goold / Benjamin Robertson (Sales & www.zeuscapital.co.uk
Broking)
Media enquiries:
Instinctif
Kay Larsen / Chantal Woolcock Tel: +44 (0) 20 7457
2020
www.instinctif.com
Notes to Editors:
MelodyVR
MelodyVR is a wholly owned subsidiary of EVR Holdings plc
('EVR'), a company that is listed on the AIM market of the London
Stock Exchange under the ticker EVRH.L. EVR, a creator of virtual
reality content, joined AIM on 16 May 2016 following a reverse
takeover of Armstrong Ventures plc. Further information can be
viewed at www.evrholdings.com
Virtual Reality in 2017
The virtual reality industry is growing at a significant rate
following the launches of Oculus Rift, Playstation VR and HTC Vive.
Goldman Sachs estimate that the market could be worth US$80bn by
2025.
Additional information on the Placing
1. Background to and reasons for the Placing and use of proceeds
MelodyVR was formed to capitalise on the expected wave of
virtual reality ("VR") hardware which has been released since 2015.
MelodyVR recognised that a significant investment had been made in
VR hardware, but that would only be a limited amount of VR content
available.
Since its admission to AIM on 16 May 2016, the Company has
continued building an end-to-end virtual reality content production
and distribution business with the vision and consumer proposition
to allow music fans to experience a recorded music event or
concert, via virtual reality. The Directors believe that MelodyVR's
proposition will appeal to many music fans that are unable to
attend a live event due to geographical or financial constraints,
age restrictions or simply to an event being sold out.
The fundraising will enable MelodyVR to make further investments
in its content library as well as to extend the capacity of its
live music capture and digital content creation capabilities both
in the UK and overseas, expanding upon existing resources and
infrastructure, increasing global marketing efforts as well as
research and development in areas such as post production and
camera technology.
2. Details of the Placing
Structure
The Directors have given careful consideration as to the
structure of the proposed Placing and have concluded that the
Placing is the most suitable option available to the Company and
its Shareholders at this time.
The Placing is raising approximately GBP4.7 million funds (net
of expenses) for the Company by way of the issue of 62,500,000
Placing Shares at the Placing Price of 8 pence per share.
Principal terms of the Placing
In accordance with the terms of the Placing Agreement, Zeus
Capital has been appointed, as agent for the Company, to use its
reasonable endeavours to procure institutional and other investors
to subscribe for the Placing Shares at the Placing Price in order
to raise approximately GBP5 million.
The Placing is not being underwritten.
Under the Placing Agreement, the Company has agreed to pay to
Zeus Capital a corporate finance fee together with a commission
based on the aggregate value of certain of the Placing Shares
placed at the Placing Price and the costs and expenses of the
Placing together with any applicable VAT.
Conditionality
The Placing is conditional, inter alia, upon the following:
-- Admission occurring by no later than 8.00 a.m. on 13 June
2017 (or such later times and/or dates as may be agreed between the
Company and Zeus Capital, being no later than 8.00 a.m. on 20 June
2017); and
-- the Placing Agreement becoming unconditional in all respects
(save for the condition relating to Admission) and not having been
terminated in accordance with its terms.
If the conditions set out above are not satisfied or, where
capable of waiver, waived the Placing will lapse and the Placing
Shares will not be issued and all monies received from investors in
respect of the Placing Shares will be returned to them (at the
investors' risk and without interest) as soon as possible
thereafter.
Application for Admission
Application will be made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM. Admission of the
Placing Shares is expected to take place, and dealings on AIM are
expected to commence, at 8.00 a.m. on 13 June 2017 (or such later
time and/or dates as may be agreed between the Company and Zeus
Capital).
The Placing Shares will, following Admission, rank pari passu in
all respects with the Existing Ordinary Shares and will carry the
right to receive all dividends and distributions declared, made or
paid on or in respect of the Ordinary Shares after Admission.
3. Current trading and prospects
The Company announced on 22 December 2016, that it had signed a
global framework agreement with Warner Music Group ("WMG") and
granted warrants to WMG to subscribe for up to 43,239,926 Ordinary
Shares at 4.25 pence per share. On the same day, the Company also
announced the launch of the beta version of the MelodyVR app.
In addition, the Company announced on 20 March 2017 that it had
signed a global framework agreement with Universal Music Group
("UMG") and granted warrants to UMG to subscribe for up to
43,239,926 Ordinary Shares at 12.375p per share.
The Company continues to follow an aggressive global expansion
strategy, focusing heavily on original content creation, content
licensing, product development and in as areas of interest such as
content analytics, augmented reality and interactive
advertising.
Feedback from beta testing of MelodyVR's application, which
commenced in December 2016, has proven to be extremely positive and
has provided numerous insights into consumer behaviour, leading to
several refinements to the platform's user experience.
In order to further increase worldwide production capabilities
and in-line with the Company's 2017 growth strategy, the Company
intends to open a series of satellite offices throughout Europe,
North America and Asia. The offices, opening initially in Los
Angeles and New York, will enable the Company to better serve its
partners, such as record labels, hardware manufacturers and
artists. Following a series of key hires in areas such as
marketing, licensing and engineering, the Company now intends to
grow its global presence, attracting world-class talent from both
the music and technology industries, at both management and
director level.
As the VR market matures, MelodyVR will launch its
free-of-charge application across the leading VR hardware and
devices. The Board believes that the MelodyVR platform, featuring
both live and recorded performances from world-renowned artists and
musicians, will cater to the growing consumer demand for VR
entertainment content and, in turn, generate significant revenues
for the group post-launch.
To date, MelodyVR has created thousands of hours of interactive
VR experiences featuring over 526 international recording artists
and currently has 72 exclusive partnerships with event and festival
brands for VR content creation and distribution, for terms commonly
of 5 years (but also up to 25 years).
MelodyVR will pursue its goal of launching what the Board
believes will be the leading destination for music in VR and the
world's next major music platform.
The Directors believe that the factors set out above all
contribute to an extremely positive outlook for the Company and
they remain confident in the Company's future performance and
growth.
4. Effect of the Placing
Upon completion of the Placing, the Placing Shares will
represent approximately 6.12 per cent. of the Enlarged Share
Capital.
5. The Placing Agreement
Pursuant to the terms of the Placing Agreement, Zeus Capital has
agreed to use its reasonable endeavours, as agent for the Company,
to procure subscribers for the Placing Shares at the Placing
Price.
The Placing Agreement is conditional upon, among other things,
the conditions set out above and none of the warranties or
undertakings given to Zeus Capital prior to Admission being or
becoming untrue, inaccurate or misleading in any material
respect.
The Placing Agreement contains customary warranties given by the
Company in favour of Zeus Capital in relation to, inter alia, the
accuracy of the information in this document and other matters
relating to the Group and its business. In addition, the Company
has agreed to indemnify Zeus Capital (and their affiliates) in
relation to certain liabilities which they may incur in respect of
the Placing.
Zeus Capital has the right to terminate the Placing Agreement in
certain circumstances prior to Admission. In particular, in the
event of a material breach of the warranties or a material adverse
change or if the Placing Agreement does not become
unconditional.
Forward-looking statements
This announcement contains statements about EVR that are or may
be deemed to be "forward-looking statements".
All statements, other than statements of historical facts,
included in this announcement may be forward-looking statements.
Without limitation, any statements preceded or followed by, or that
include, the words "targets", "plans", "believes", "expects",
"aims", "intends", "will", "may", "should", "anticipates",
"estimates", "projects", "would", "could", "continue" or words or
terms of similar substance or the negative thereof, are
forward-looking statements. Forward-looking statements include,
without limitation, statements relating to the following: (i)
future capital expenditures, expenses, revenues, earnings,
synergies, economic performance, indebtedness, financial condition,
dividend policy, losses and future prospects and (ii) business and
management strategies and the expansion and growth of the
operations of EVR.
These forward-looking statements are not guarantees of future
performance. These forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause the
actual results, performance or achievements of any such person, or
industry results, to be materially different from any results,
performance or achievements expressed or implied by such
forward-looking statements. These forward-looking statements are
based on numerous assumptions regarding the present and future
business strategies of such persons and the environment in which
each will operate in the future. Investors should not place undue
reliance on such forward-looking statements and, save as is
required by law or regulation (including to meet the requirements
of the AIM Rules, MAR, the Prospectus Rules and/or the FSMA), EVR
does not undertake any obligation to update publicly or revise any
forward-looking statements (including to reflect any change in
expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based).
All subsequent oral or written forward-looking statements
attributed to EVR or any persons acting on their behalf are
expressly qualified in their entirety by the cautionary statement
above. All forward-looking statements contained in this
announcement are based on information available to the Directors of
EVR at the date of this announcement, unless some other time is
specified in relation to them, and the posting or receipt of this
announcement shall not give rise to any implication that there has
been no change in the facts set forth herein since such date.
DEFINITIONS
In this announcement capitalised terms shall (unless the context
requires otherwise) have the following meanings:
Admission admission of the Placing
Shares to trading on
AIM and such admission
becoming effective in
accordance with the AIM
Rules;
AIM the AIM market operated
by the London Stock Exchange;
AIM Rules the AIM Rules for Companies
and/or the AIM Rules
for Nominated Advisers
(as the context may require);
AIM Rules for Companies the rules of AIM as set
out in the publication
entitled 'AIM Rules for
Companies' published
by the London Stock Exchange
from time to time;
AIM Rules for Nominated the rules of AIM as set
Advisers out in the publication
entitled 'AIM Rules for
Nominated Advisers' published
by the London Stock Exchange
from time to time;
Board or Directors the board of directors
of the Company for the
time being;
Company or EVR EVR Holdings plc, a company
incorporated in England
and Wales with registered
number 5628362 and having
its registered office
at 3rd Floor, Camden
Wharf, 28 Jamestown Road,
London, NW1 7BY;
Enlarged Share Capital the issued share capital
of the Company immediately
following Admission;
EU the European Union;
Existing Ordinary Shares the 959,125,846 Ordinary
Shares in issue as at
the date of this announcement;
FCA the Financial Conduct
Authority;
FSMA the Financial Services
and Markets Act 2000,
as amended;
Group the Company and its subsidiary
undertakings at the date
of this document;
MAR the Market Abuse Regulation,
being EU Regulation 596/2014
MelodyVR MelodyVR Limited, a company
incorporated in England
and Wales with registered
number 09555357 and having
its registered office
at 3rd Floor, Camden
Wharf, 28 Jamestown Road,
London, NW1 7BY;
London Stock Exchange London Stock Exchange
plc;
Ordinary Shares ordinary shares of 1p
each in the capital of
the Company;
Placees the persons who have
agreed to subscribe for
the Placing Shares;
Placing the placing of the Placing
Shares with the Placees
pursuant to the Placing
Agreement;
Placing Agreement the conditional agreement
dated 6 June 2017 between
the Company and Zeus
Capital Limited relating
to the Placing;
Placing Price 8 pence per Placing Share;
Placing Shares 62,500,000 new Ordinary
Shares to be issued by
the Company under the
Placing;
Prospectus Rules the Prospectus Rules
published by the FCA;
Shareholders holders of Existing Ordinary
Shares;
UK or United Kingdom the United Kingdom of
England, Scotland, Wales
and Northern Ireland;
Zeus Capital Zeus Capital Limited,
a company incorporated
in England and Wales
with registered company
number 4417845; and
GBP or sterling pounds sterling, the
legal currency of the
United Kingdom.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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