AMO.L Regulatory News (AMO)

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, CANADA, JAPAN, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. FURTHER DETAILS OF THE FUNDRAISING ARE SET OUT BELOW.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY NEW ORDINARY SHARES OF AMINO TECHNOLOGIES PLC.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF REGULATION 11 OF THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019/310.

AMINO TECHNOLOGIES PLC

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

Result of Auction

and

Placing

Amino Technologies plc (LSE AIM: AMO), a software-led global media technology company that delivers modern TV experiences, announces that its bid in the auction to acquire the trade and certain assets of MobiTV, Inc. and MobiTV Services Corporation (together "MobiTV"), a US live and on-demand TV platform provider, has not resulted in Amino being selected as the successful bidder, but instead as the reserve bidder.

MobiTV will next ask the presiding U.S. bankruptcy court to enter an order approving the sale to the successful bidder on the terms of that entity's bid. MobiTV will also request that the court approve the terms of Amino's reserve bid, as announced at the auction ("Reserve Bid") and authorize MobiTV to proceed with the sale to Amino if the successful bidder does not complete the acquisition. After the order approving the sale is entered by the court, MobiTV and the successful bidder will take steps to complete the sale of substantially all of MobiTV's assets and operations as a going concern to the successful bidder by 31 May 2021. 

If the sale to the successful bidder fails to be completed, Amino will be required to complete the acquisition on the terms of the Reserve Bid. In that event, the deposit of US$1,753,900 previously provided by Amino will be applied to the purchase price; otherwise, Amino's deposit will be returned to it after the successful bidder completes its acquisition of MobiTV's assets and operations.

Further details of Amino's Reserve Bid are set out under "Further Details of the Reserve Bid" below.

Placing

In order to provide Amino with additional funds to aid execution of its acquisitive growth strategy, the Company also announces a placing of new ordinary shares in the Company to institutional and other investors (the "Placing"). Amino is pleased to confirm that it has received commitments from investors to raise gross proceeds of £9.4 million by way of the issue of 6,714,286 new ordinary shares in the capital of Amino (the "Placing Shares") pursuant to the Placing at an issue price of 140 pence per Placing Share subject to customary conditions including, inter alia, admission of the Placing Shares to trading on AIM.

The Board intends to deploy the net proceeds of the Placing, together with its existing debt facilities, to fund future acquisition opportunities in order to help meet its stated strategic ambition to triple Group revenues and drive recurring revenue as a percentage of Group software revenues to 70% by 2025.

The Board believes that having access to readily available capital to deploy on acquisitions will enhance the Company's position in negotiating and executing such acquisitions. The Company also continues to regularly review its financing facilities to ensure an effective and appropriate capital structure and will continue to do so as the business evolves both organically and inorganically.

Current Trading and Outlook

The Group's trading since the announcement of its 2020 Results on 9 February 2021 has continued in line with management's expectations and there has been no material change in the Company's financial performance, position or outlook since that date.

Further Details of the Placing

The Company will now take the necessary steps to complete the Placing, including the signing of a Placing Agreement between finnCap and the Company. The Placing is conditional upon, inter alia, admission of the Placing Shares to trading on AIM ("Admission") becoming effective on or before 8.00 a.m. (London time) on 17 May 2021 or such later date as may be agreed between finnCap and the Company, but in any event no later than 8.00 a.m. (London time) on 4 June 2021, and the Placing Agreement having not been terminated prior to Admission.

The Placing Price represents a discount of 7.3 per cent to the closing mid market price of the Company's shares on 12 May 2021, the last practicable dealing date prior to this announcement. The Placing Shares represent approximately 8.6 per cent. of the existing issued share capital of the Company. The Placing Shares will rank equally in all respects with the Company's existing ordinary shares. The Placing is not being underwritten.

The Placing will be effected by way of a placing of new ordinary shares in the Company for non-cash consideration pursuant to a cash box placing. finnCap will subscribe for ordinary shares and redeemable preference shares in Amino Guernsey Limited (a Guernsey company) for an amount equal to the net proceeds of the Placing. The Company will allot and issue the Placing Shares on a non-preemptive basis to Placees in consideration for the transfer by finnCap to the Company of the redeemable preference shares in Amino Guernsey Limited that will be issued to finnCap.

The proceeds raised through the Placing are intended to be used for the purposes disclosed in this announcement. The Placing structure has been chosen because of its flexibility, reduced timeframe to completion (allowing Amino to satisfy the process' bidding requirements in the event that Amino is required to complete the acquisition, subject to the satisfaction or waiver of certain conditions) and to minimise the price risk to participants. The Directors of the Company consider the use of a cashbox structure to be in the best interests of the Company and its shareholders as a whole.

Further Details of the Reserve Bid 

Amino's Reserve Bid is different from its initial bid in a number of respects (including as to its conditions to completion) as a result of negotiations during the auction process and is now a joint bid submitted together with Roku/RPX ("IP Bidders").

The IP Bidders offered to pay MobiTV a total sum of $5.0 million for the patents and other intellectual property of MobiTV ("IP Assets"). Through the Reserve Bid, Amino offered to pay a total consideration valued by the debtors at US$13.0 million for MobiTV's going-concern assets, other than the IP Assets, consisting of a cash purchase price of US$11.7 million and the assumption of certain liabilities arising under transferred contracts, customer agreements, and owed to those employees of MobiTV that agree to work for Amino if it is the acquirer. In the event of its Reserve Bid being called upon to be completed, the actual total cost to Amino may vary from the above depending upon the actual level of assumption of the liabilities referred to above, which will not be known until nearer in time to any completion.

In addition, the Reserve Bid anticipates that Amino would receive from the IP Bidders a royalty-free, paid up, perpetual, irrevocable, non-exclusive, non-sub licensable, non-transferable license to use the IP Assets in connection with the acquired MobiTV business should Amino proceed to complete the transaction as reserve bidder.

Amino's obligations under the Reserve Bid will expire the moment that the sale to the successful bidder closes.

If the Reserve Bid were to be completed, it is expected that it would significantly increase Amino's annual recurring revenues and be significantly earnings accretive from FY23.

Donald McGarva, Chief Executive Officer of Amino Technologies plc, said:

"We recently launched our Amino 2025 strategy to capitalise on the convergence of PayTV and streaming services. Our participation in the auction process for MobiTV reflects both the focus and scale of our growth ambitions.

"Amino remains a reserve bidder in the MobiTV auction process and will continue to pursue the acquisition of MobiTV if the opportunity arises at a desirable valuation.

"Today's placing to raise gross proceeds of £9.4 million provides Amino with additional funds to aid in the execution of our acquisitive growth strategy and ambition to triple Group revenues and drive recurring revenue as a percentage of Group software revenues to 70% by 2025."

For further information please contact:

About Amino Technologies plc

Amino Technologies plc is a software-led, global Media Technology company. We deliver modern TV experiences, the way viewers want them. We do this by creating the solutions that Pay-TV operators, broadcasters and content owners need to make it easy for people to connect to the TV and video they love.

Our end to end solutions, offer the best of both worlds: video on demand and live TV. By placing all TV and video streaming content in one place, Pay-TV operators, broadcasters and media owners can stay ahead of evolving viewer demand by providing smarter, more cost-effective ways of delivering modern TV and video experiences to consumers. 

Amino Technologies plc has two operating companies: 24i, which focusses on streaming video experiences and Amino, which connects Pay-TV to streaming services. Our two complementary companies combine their products and services to create solutions which ensure that people can consume TV and video how and when they want it. Our solutions deliver modern TV and video experiences every day to millions of viewers globally, via our growing global customer base of over 500 service providers.

Amino Technologies plc is listed on the London Stock Exchange Alternative Investment Market (AIM: symbol AMO). Headquartered in Cambridge, UK, the company has over 300 staff located in offices in New York, Los Angeles, San Francisco, Amsterdam, Helsinki, Madrid, Porto, Brno and Hong Kong.

For more details, visit www.aminotechnologies.com