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Trading Update, Fundraising and Notice of GM

Thu, 7th Dec 2017 07:00

RNS Number : 6290Y
The People's Operator PLC
07 December 2017

The People's Operator plc

("TPO", the "Company" or the "Group")


Trading Update, Fundraising and Notice of General Meeting


The People's Operator (AIM: TPOP), the cause-based commercial mobile virtual network operator, provides the following update on current trading and details of a conditional fundraising to raise gross proceeds of up to £3.2 million (the "Fundraising").


Proposed Fundraising


Of the proposed Fundraising of up to £3.2 million, the Company has currently conditionally procured subscribers for 2,788,000,000 new ordinary shares of £0.0005 each ("Ordinary Shares") at a price of 0.1 pence per Ordinary Share to raise gross proceeds of approximately £2.788 million (the "Subscription") with an associated conditional issue of 1,394,000,000 warrants over Ordinary Shares (the "Warrants").


The Company will use the net proceeds of the Subscription to settle outstanding liabilities totalling approximately £500,000 and to implement, in tandem with its media partner 360i, the new marketing strategy detailed in the Company's announcement of 20 September 2017.


The subscribers, whose subscription obligations are conditional upon satisfaction of certain conditions including the passing of the Resolutions at a General Meeting, include the following Directors:



No of new Ordinary Shares

Aggregate proceeds

Michael Butler



Juliet Rosenfeld              



Julia Simpson




Related Party Transactions


The participation of Michael Butler, Juliet Rosenfeld and Julia Simpson as Directors of the Company in the Subscription constitute related party transactions pursuant to AIM Rule 13 (the "Related Party Transactions"). The independent Directors, being Sam Tillotson and Jimmy Wales, consider, having consulted with finnCap Ltd, the Company's nominated adviser, that the terms of the Related Party Transactions are fair and reasonable insofar as shareholders of the Company are concerned.


The Warrants


The Company proposes to issue 1,394,000,000 warrants over Ordinary Shares. The Warrants are exercisable in the six months following Admission (as defined below) at a price of 0.2 pence per Ordinary Share. The Warrants will be issued to each subscriber in the Subscription on the basis of 1 Warrant for every 2 Subscription Shares. The Warrants will be not admitted to trading on any Exchange and are non-transferable.


Conditions of the Subscription and the Warrants


The Subscription and the issue of the Warrants is conditional upon the following conditions:


i.     resolutions being passed at a general meeting of the Company granting the Directors of the Company authority to (i) allot ordinary shares in the Company up to an aggregate nominal value of £2,700,000 and (ii) to issue shares in accordance with (i) as if section 561 (pre-emption rights) of the Companies Act 2006 did not apply; and


ii.    admission of the Subscription Shares to trading on AIM ("Admission") occurring, in each case on or before 5 January 2018 (the "Long Stop Date") or such later date, being not later than 12 January 2018 as the Company may notify in writing.


If the closing mid market price of an Ordinary Share has been equal to or more than 0.28 pence per Ordinary Share for five or more consecutive trading days the Company may at any time thereafter give warrant holders notice of that fact and the warrant holders will have 15 days from the date of that notice to exercise the Warrants and if the Warrants are not exercised during that period, they will lapse.


General Meeting


The Company has posted a circular to shareholders (the "Circular") to convene a general meeting of the Company (the "General Meeting") for the purpose of seeking approval for the resolutions referred to in paragraph (i) above (the "Resolutions"). The General Meeting will be held at the Company's registered office at Unit 53, The Chocolate Studios, 7 Shepherdess Place, London N1 7LJ at 11.00 a.m. on 22 December 2017.




Application will be made to the London Stock Exchange for up to 3,200,000,000 new Ordinary Shares, to be issued pursuant to the Fundraising, to be admitted to trading on AIM. It is expected that the admission of the new Ordinary Shares will become effective and dealings in the new Ordinary Shares will commence at 8.00 a.m. on 27 December 2017 ("Admission").


Following Admission, assuming the issue of 3,200,000,000 New Ordinary Shares, the Company will have 3,341,804,182 Ordinary Shares in issue with each Ordinary Share carrying the right to one vote.


Trading Update


The Company is trading in line with expectations and is on target for overall revenue growth during H2 2017 to show an increase of 19% over H1 2017.


As announced at the half year stage, the Company has laid the foundations for its refined strategy and is now fully live with its strategic digital marketing partner 360i. The new relationship has begun to attract new subscribers and the outlook for the revised marketing plan is promising.


The Company announced on 20 September 2017 that it was seeking to raise new funds. The Board will continue to closely monitor the expenditure, costs and cash balance of the Company. In the absence of securing any additional funding or funds received as a result of the exercise of the Warrants, it is possible that the Company will need to seek further funding in H2 2018.


If the Subscription does not proceed then the Board would have to urgently seek alternative funding for the Company and there is no guarantee that this would be available.


It is therefore of the utmost importance that Shareholders vote in favour of the Resolutions. If the Resolutions are not passed by Shareholders at the General Meeting and the Subscription does not proceed, the Company will need to urgently seek alternative sources of funding but, given the current stage of the Company's development and attempts by the Company to secure alternative financing to date, this outcome is unlikely to be favourable to Shareholders since the Company would likely have insufficient working capital to continue to trade and, in the absence of any other source of funding, there may be no alternative but to place the Company into insolvency proceedings.



For further information


The People's Operator plc

Nick Dashwood Brown, Head of Investor Relations


07710 511259

finnCap Ltd

Stuart Andrews / Simon Hicks


020 7220 0500

The information communicated in this announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014.


This information is provided by RNS
The company news service from the London Stock Exchange

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