TIDMEVRH
RNS Number : 5257U
EVR Holdings PLC
25 October 2017
25 October 2017
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.
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 as defined in EU
Regulation No. 596/2014 and is in accordance with the Company's
obligations under Article 17 of that Regulation.
EVR Holdings plc
("EVR" or the "Company")
Proposed Placing to raise
GBP10 million for the Company and GBP5 million for selling
shareholders
EVR Holdings (AIM: EVRH), one of the leading creators of virtual
reality content, announces that is has conditionally raised GBP10
million (before expenses) by way of a placing of 125,000,000 new
ordinary shares ("New Ordinary Shares") at a price of 8 pence per
share (the "Placing Price"). In addition, Anthony Matchett and
Steven Hancock (the "Selling Shareholders") have conditionally sold
31,250,000 and 31,250,000 existing Ordinary Shares ("Existing
Shares") respectively at the Placing Price for an aggregate
consideration of GBP5 million. The placing (the "Placing") of New
Ordinary Shares and Existing Shares (together the "Placing Shares")
was undertaken with existing and new institutional and other
investors in the United Kingdom and the United States.
Details of the Placing
As part of the Placing, the Company has conditionally placed
125,000,000 New Ordinary Shares raising GBP10 million (before
expenses) and the Selling Shareholders have conditionally sold a
total of 62,500,000 Existing Shares for an aggregate of GBP5
million at the Placing Price. Following the sale Anthony Matchett
and Steven Hancock will still retain over 80 per cent. of their
original shareholdings, equating to 184,107,796 and 146,509,136
Ordinary shares in the Company respectively and are subject to a
six month lock-up in respect of 50 per cent. of those shares and a
12 month lock-up in relation to the remaining 50 per cent., with
certain customary exemptions.
The Placing Shares were offered to certain qualifying investors
on the Company's and Selling Shareholders' behalf by the Company's
broker, Zeus Capital Limited ("Zeus Capital") in the United Kingdom
and the Company's broker Beech Hill Securities, Inc. ("Beech Hill
Securities" together with Zeus Capital, the "Brokers") in the
United States of America.
The Placing Price represents a discount of 1.54 per cent to the
closing mid-market price of 8.125 pence per Ordinary Share on 24
October 2017, being the latest practicable date before this
announcement.
The Placing is conditional on admission of the New Ordinary
Shares to trading on AIM ("Admission"). Application has been made
for the 125,000,000 New Ordinary Shares to be admitted on or around
27 October 2017. The New Ordinary Shares will represent
approximately 10.80 per cent. of the enlarged share capital of the
Company and will rank pari passu in all other respects with the
Company's existing Ordinary Shares. The New Ordinary Shares are
being issued pursuant to the existing shareholder authorities
granted to the Company at the annual general meeting on 22 June
2017 and therefore the Placing does not require Shareholder
approval.
Following Admission, the Company's enlarged issued share capital
will comprise 1,157,614,265 Ordinary Shares of 1 pence each with
voting rights in the Company. 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 in the interest in, the share capital of
the Company under the FCA's Disclosure and Transparency Rules.
The Placing is intended to enable MelodyVR to make further
investments in its 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.
Additional information on the Placing is included below.
Anthony Matchett, CEO of EVR said:
I am delighted to announce the completion of a successful and
sizeable fundraise of GBP10 million, highlighting the significant
progress that EVR has made over the past year. Throughout 2017, EVR
and its subsidiary MelodyVR have continued to deliver upon
operational targets and milestones, securing numerous partnerships
with key market leaders operating throughout the music and
technology industries, including Universal Music Group, Sony Music
Entertainment, Roc Nation and Microsoft Corporation amongst others,
adding to the existing deals already in place with Warner Music
Group and other music rights holders.
As our company continues to expand, the Board firmly believes
that the United States is a market of significant strategic
importance and as part of this fundraise, I'm very pleased to
welcome a number of the United States' most respected funds and
institutions to our shareholder register. Having secured key
institutional support from investors throughout the United States,
MelodyVR will continue to expand US-centric operations and to
further develop our capabilities and infrastructure within the
country. As we continue to deliver on our goal of building a truly
global music and entertainment business, we look towards the United
States as a fertile environment for our growth that we believe will
become a key factor in the long-term success of our company. I
would also like to thank our investors within the United Kingdom
for their on-going support and I'm pleased to welcome participation
from both new and existing funds and institutions.
The capital raised as part of this placing will be used to
further accelerate our expansion and will enable MelodyVR to enter
new foreign markets including territories throughout Asia,
Australasia and Latin America more quickly, further extending our
market-leading position and generating additional opportunities for
content creation and revenue generation worldwide. In support of
our initiatives to broaden the institutional representation across
our share register, the company intends to further strengthen its
leadership team with the appointment of internationally experienced
professionals, as non-executive directors, who will bring a wealth
of relevant global commercial and corporate experience to the
Board.
I look forward to updating the market on our ongoing progress as
we continue to prepare for the global launch of the MelodyVR
platform.
Placing Statistics
Placing Price 8 pence
------------------------------------------------ --------------
Number of Ordinary Shares in issue as
at the Latest Practicable Date 1,032,614,265
------------------------------------------------ --------------
Number of New Ordinary Shares to be
issued by the Company pursuant to the
Placing 125,000,000
------------------------------------------------ --------------
Gross Proceeds for the Company of the GBP10.0
Placing million
------------------------------------------------ --------------
Net Proceeds for the Company of the GBP9.56
Placing million
------------------------------------------------ --------------
Number of Ordinary Shares in issue immediately
following completion of the Placing 1,157,614,265
------------------------------------------------ --------------
New Ordinary Shares as a percentage
of the enlarged share capital 10.80%
------------------------------------------------ --------------
For further information:
EVR Holdings plc
Anthony Matchett, Chief Executive Tel: +44 (0)
Officer 203 289 7430
www.evrholdings.com
email@evrholdings.com
Zeus Capital Limited (Nominated Adviser
and Broker)
Andrew Jones (Corporate Finance) Tel: +44 (0)
203 829 5000
John Goold / Benjamin Robertson (Sales www.zeuscapital.co.uk
& Broking)
Beech Hill Securities (US Broker)
Thomas Lawrence (Capital Markets Tel: +1 (212)
and Corporate Broking) 350-7200
Vincent Iannuzzi (Chief Operating
Officer)
Certain information contained within this announcement is deemed
to constitute inside information for the purposes of Article 7 of
EU Regulation 596/2014 ("MAR"). In addition and as permitted by
MAR, market soundings (as defined in MAR) were taken in respect of
the Placing with the result that certain persons became aware of
inside information (as defined in MAR). Upon publication of this
announcement via a Regulatory Information Service, this inside
information is now considered to be in the public domain.
Accordingly, those persons that received inside information in a
market sounding are no longer in possession of such inside
information relating to the Company and its securities.
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
June 2017 saw MelodyVR complete a Global Partnership with
Microsoft Corporation. As part of the agreement, Microsoft provided
MelodyVR with additional funding and technical expertise in order
to secure the launch of the MelodyVR platform on all forthcoming
'Windows Mixed Reality' devices, which have been created in
partnership with companies such as Acer, Dell, HP and Lenovo.
MelodyVR has also agreed that Microsoft may actively market the
MelodyVR app, primarily to their 500 million Windows 10 consumers,
as well as at Microsoft branded events and within their retail
stores. The completion of this Global Partnership, combined with
the detailed marketing commitments, demonstrates the demand for
MelodyVR's music platform and content, from both a key VR hardware
developer and the world's largest software company.
Following the Global Partnership with Microsoft, MelodyVR will
now seek to enter into further agreements with leading VR hardware
and smartphone manufacturers such as Facebook, Samsung, Google, HTC
and Sony PlayStation amongst others, further increasing the breadth
and reach of MelodyVR.
Also in June 2017, additional funding enabled MelodyVR to focus
on deepening content creation with a number of the world's most
recognisable artists and musicians. This has enhanced and enriched
its already significant library of original VR content assets, in
anticipation of the launch of its platform which will be timed to
benefit from the significant sales of consumer devices anticipated
over the holiday period. Alongside content creation, MelodyVR has
also supplemented its core team with a number of key hires, both in
the UK and across the Atlantic where MelodyVR's increased presence
will further increase the capacity for content creation and
distribution.
This Placing will enable MelodyVR to continue to make further
investments in its 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.
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 at
this time on account of cost, timing and certainty.
The Placing has conditionally raised funds of GBP10.0 million
gross (GBP9.6 million net of expenses) for the Company with
125,000,000 New Ordinary Shares being issued at the Placing Price.
In addition it is anticipated that 62,500,000 Existing Shares will
be conditionally sold by the Selling Shareholders pursuant to the
Placing at the Placing Price.
Conditions to the Placing
The Placing is conditional, inter alia, upon the following:
-- Admission occurring by no later than 8.00 a.m. on 27 October
2017 (or such later times and/or dates as may be agreed between the
Company and the Brokers, being no later than 8.00 a.m. on 24
November 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 and in the Placing Agreement are
not satisfied or waived, where capable of waiver, the Placing will
lapse and the New Ordinary Shares will not be issued and the
Existing Shares will not be sold 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 has been made to the London Stock Exchange for the
New Ordinary 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 27 October 2017 (or such
later time and/or dates as may be agreed between the Company and
the Brokers).
3. Effect of the Placing
Upon completion of the Placing, the New Ordinary Shares will
represent approximately 10.80 per cent. of the enlarged share
capital. The New Ordinary 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.
4. The Placing Agreement
On 25 October 2017, the Company entered into a Placing Agreement
with Zeus Capital and Beech Hill Securities pursuant to which they
were appointed as agent for the Company and the Selling
Shareholders (in the UK and the US respectively) and each agent
agreed to use reasonable endeavours to place 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 the Brokers 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 the Brokers 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 the Brokers (and their respective
affiliates) in relation to certain liabilities which they may incur
in respect of the Placing. Certain customary warranties have been
provided by the Selling Shareholders pursuant to the Placing
Agreement.
Each of Zeus Capital and Beech Hill Securities have 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.
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This announcement does not constitute or form part of any offer of
securities for sale or any solicitation of an offer to buy
securities in the United States. The securities referred to herein
have not been and will not be registered under the U.S. Securities
Act of 1933, as amended, and may not be offered or sold in the
United States, except pursuant to an applicable exemption from
registration. No public offering of securities is being made in the
United States.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOEZMMZGFDVGNZZ
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