Likely legals causing delays5 Mar 2021 09:36
A reminder of the pre-completion RNS:
Details of the Merger Agreement
The Company will advance an initial $6.0m deposit which will be placed into escrow, followed by an additional $6.0m deposit which is expected to be advanced shortly thereafter and upon satisfaction of certain post-signing conditions. Ahead of completion, Napster may request funds to be released from the deposit in order to pay certain identified rights holder obligations. Any such requests must be approved by the Company. In the event that the Merger fails to complete due to Napster being unable to meet the closing conditions of the Merger, the deposit will be refunded to the Company and Napster must repay any advances to the Company within six months of completion. In the event that the Company fails to fulfil certain closing obligations under the Merger agreement, the Deposit may be forfeited. At completion of the Merger, the deposit will be released to certain of Napster's debt-holders and shareholders, and a further USD$3.0m will be deposited by the Company into an escrow account. This amount will be used to secure certain indemnity obligations of Napster's shareholders and unless used pursuant to those indemnity obligations, will be released to the former Napster shareholders 18 months after closing. As further consideration for the Merger, the Company will issue approximately 200 million ordinary shares of the Company to Napster's debt-holders and shareholders at completion, such amount shall be adjusted for any decline in the Company's share price prior to completion.
The above is not straightforward and even though we completed the Purchase, a name change is likely to mean lots of paperwork with the different interested parties involved. Not making excuses, as we should be told what’s happening (and I’m as frustrated as all in this respect) but the legals are the most likely reason and nothing sinister.