RE: wtf1 Apr 2022 22:09
They haven't updated investor relations page. Now 1.6 billion shares in issue. Steve Bassi and the rest sold some according to rns from Feb.
Acquisition of Narf Industries PR LLC and Narf Industries LLC ("Narf")
Placing to raise gross proceeds of GBP6 million for Working Capital and Cash portion of Acquisition
Issue of Prospectus for Readmission of the Enlarged Share Capital to the Official List
and
Notice of General Meeting
The Company announces that it has conditionally completed its fundraise for the working capital for the Enlarged Group and the cash portion in respect of the acquisition of Narf for a combined total of GBP6 million gross proceeds (the "Placings"), at a deemed issue price of two pence per share ("Placing Price") and issued an approved prospectus to shareholders for the Acquisition, Placings and Readmission of the Enlarged Group to the Official List ("Prospectus") together with the Notice of General Meeting on Monday 14(th) March at 10am at the Company's registered office, to consider and if thought fit, pass, the Resolutions (the "General Meeting").
On 29 July 2021, the Company announced the signing of a conditional agreement to acquire the entire issued members interests in Narf Industries LLC and Narf Industries PR LLC ("Narf") (the "Acquisition") for a consideration of $25,600,000, to be satisfied through the issue of new ordinary shares in the Company ("Consideration Shares"). Now with the Placings completed, the Transaction is only conditional upon the passing of various resolutions set out in a notice of meeting and readmission of the Company and its shares to the Official List.
Part of the placing will be used for working capital purposes, including:
-- Investment in the Narf sales and marketing teams and Narf working capital: GBP1,000,000;
-- Central costs: GBP400,000; and
-- IP capture and reserve for the costs of future acquisitions (including Polyswarm, assuming the decision to proceed is made): GBP1,000,000.
The anticipated market capitalisation of the Enlarged Group will be approximately GBP32 million with an issued share capital of 1,624,125,000 ordinary shares. The sellers include co-founder Steve Bassi, also an existing Director of the Company. As from Readmission, the issued share capital of the Company will be held as to:
-- 33.97% by existing shareholders,
-- 18.47% by new investors,
-- 45.05% by the Narf members (including Steve Bassi)
-- 2.53% by the Directors (excluding Steve Bassi)
Assuming that the Resolutions are duly passed, it is anticipated that Readmission will occur on 15 March.
The Acquisition of Narf constitutes a reverse takeover for the purposes of the Listing Rules and requires the publication of a prospectus, prepared in accordance with the Prospectus Regulation Rules. Full details of the Acquisition and the Placings can be found in the Prospectus, which can be found on the Company's website at w
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