13 Apr 2011 07:00
Fitbug Holdings Plc / Epic: FITB.L / Index: AIM / Sector: Leisure
Fitbug Holdings Plc ('Fitbug' or 'the Company')
Grant of Options, Conversion of Outstanding Debt and
Change of Registered Office
Fitbug Holdings Plc, the AIM traded provider of online personal health and well-being services, is pleased to announce the grant of share options to certain directors of the Company, the conversion of a significant portion of outstanding debt into equity and a change of the Company's registered office.
Grant of Options
Fitbug has, on 12 April 2011, granted share options under its Enterprise Management Incentive ('EMI') Scheme over 12,000,000 1 pence ordinary shares to certain directors of the Company. The options are exercisable at three prices: 4,000,000 at 5 pence per share, 4,000,000 at 7.5 pence per share and 4,000,000 at 10 pence per share. The share options have been granted as follows:
Director | Position | Number of Options granted | Total number of Options held |
Fergus Kee | Executive Chairman - Fitbug Holdings Plc | 4,500,000 | 4,500,000 |
David Turner | Chief Executive - Fitbug Holdings Plc | 3,000,000 | 3,100,000 |
Paul Landau | Chief Executive - Fitbug Ltd | 4,500,000 | 5,500,000 |
TOTAL | 12,000,000* | 13,100,000 |
* exercisable at 5 pence, 7.5 pence and 10 pence pro-rata to number of options individually granted
All 12,000,000 options are subject to an overall condition that no options can be exercised until the Fitbug share price moves above 15 pence.
Conversion of Outstanding Debt
Further to the announcement of 21 March 2011, the Company has agreed with NW1 Investments Ltd ('NW1') to convert £175,000 of outstanding debt to 3,500,000 ordinary shares at a price of 5 pence and to absolve the accrued outstanding interest of £75,000. The Company has also agreed that terms of the remaining £325,000 loan be amended to be repayable in five equal annual instalments from 1 April 2012 through to 1 April 2016. All interest will accrue to the end of the loan term and become payable on 1 April 2016.
Following the conversion of the debt to equity, certain shareholders of NW1 have informed the Company that they now have an interest in the Company as follows:
Shareholder | Interest Shares | % of issued share capital | ||
David Turner and immediate family | 16,503,333 | 14.80% | ||
Allan Fisher and immediate family | 15,503,333 | 13.91% |
The independent directors of the Company, being Fergus Kee, Geoffrey Simmonds, Paul Landau and Andrew Brummer, consider, having consulted with Seymour Pierce, that the conversion of debt for equity are fair and reasonable in so far as the shareholders are concerned.
Fitbug Executive Chairman Fergus Kee said, "These options strongly align the interests of senior executives and shareholders, demonstrating our belief in Fitbug's potential, particularly in North America. The exercise prices, and in particular the condition that no options can be exercised until the share price moves above 15 pence, reflect our ambition and confidence for the future of Fitbug, and rightly sets a high bar for the Company.
"Importantly, the agreement with NW1 contributes £250,000 to our balance sheet, strengthening it significantly, and the revised loan terms give greater certainty and security regarding future funding."
Application has been made to the London Stock Exchange for admission of the 3,500,000 new ordinary shares to be admitted to trading on AIM. Admission is expected to occur on 20 April 2011.
For the purposes of the Disclosure and Transparency Rules, Fitbug's total issued share capital following the issue of these shares consists of 111,487,194 ordinary shares of 1 penny each.
The above figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, Fitbug, under the Disclosure and Transparency Rules.
Change of Registered Address
The Company also announces that its registered office has changed with immediate effect to 1st Floor, Waterside House, 47-49 Kentish Town Road, London, NW1 8NX.
* * ENDS * *
For further information visit www.fitbugholdings.com or contact:
Andrew Brummer | Fitbug Holdings Plc | Tel: 020 7449 1000 |
Mark Percy | Seymour Pierce | Tel: 020 7107 8000 |
Catherine Leftley | Seymour Pierce | Tel: 020 7107 8000 |
Jon Levinson | Rivington Street Corporate Finance Limited | Tel: 020 7562 3357 |
Isabel Crossley | St Brides Media & Finance Ltd | Tel: 020 7236 1177 |
Elisabeth Cowell | St Brides Media & Finance Ltd | Tel: 020 7236 1177 |
Notes
Fitbug is a leading provider of online health and well-being services to help individuals to improve their lifestyles by making realistic changes to their daily routine. It combines activity tracking devices, which download to fitbug.com to provide an understanding of each user's daily activity achievements, with web technology which provides users with personalised weekly activity and nutrition targets, feedback, advice and encouragement.
Key market sectors include health insurance and rewards providers, workplace health programmes, Primary Care Trusts, fitness operators and consumers. Increasingly, Fitbug's platform acts as the driving force behind third party services such as white label sites, activity driven games and challenge microsites and rewards programmes.
The Company's main focus is now on building strategic partnerships with organisations which can integrate Fitbug into their own service/product offerings or resell to their customer base.