2 Jul 2012 07:00
Fitbug Holdings Plc / Epic: FITB.L / Index: AIM / Sector: Leisure
2 July 2012
Fitbug Holdings Plc ('Fitbug' or 'the Company')
Issue of Convertible Loan Note Instrument and Investment by Four Directors
Fitbug Holdings Plc, the AIM listed provider of online personal health and well-being services, is pleased to announce that it has agreed the terms of a £1,000,000 5% convertible loan (the "Loan") and investment of £125,000 by four directors by a mix of loan conversion and a subscription for new Shares.
The £1,000,000 loan from Kifin Limited, a Kirsh Group subsidiary, issued under a convertible loan note instrument dated 28 June 2012 is for a term of three years to 30th June 2015. The Loan will accrue interest at a rate of 5% per annum, payable in arrears at the end of the first year and quarterly thereafter. The loan note is convertible by the holder, at any time, into 66,666,667 ordinary shares in Fitbug at a price of 1.5 pence per ordinary share. Kifin Limited have the right to appoint a director to the Board of the Company should they wish to do so.
Fergus Kee, Executive Chairman, said "I am very pleased to have secured the support of the Kirsh Group. This Loan, on attractive terms, significantly strengthens the Company's financial position and will be used to support further development of the business in the US health market where Fitbug is now well placed to grow strongly."
Three directors (Fergus Kee, David Turner and Allan Fisher) have also each converted outstanding loans to the Company of £25,000 into 1,666,667 new Ordinary Shares at a price of 1.5 pence per share. In addition Paul Landau, a director of the Company and founder and CEO of Fitbug Limited has invested £50,000 in the Company at a price of 1.5 pence per share, equating to 3,333,333 new Ordinary Shares. The placing price of 1.5 pence per share represents a premium of 9% to the closing mid-price on 29 June 2012 of 1.375 pence.
Following these investments the interest of these directors in the enlarged share capital is as follows:
Shareholder |
| Number of Shares |
| % of issued share capital |
|
|
|
|
|
Fergus Kee |
| 22,916,667 |
| 13.60% |
David Turner and immediate family |
| 18,795,000 |
| 11.15% |
Allan Fisher and immediate family |
| 17,170,000 |
| 10.19% |
Paul Landau |
| 8,788,894 |
| 5.22% |
Under AIM Rule 13 these investments are related party transactions. The independent directors of the Company, being Andrew Brummer and Geoffrey Simmonds consider, having consulted with Seymour Pierce Limited, that the terms of these investments are fair and reasonable in so far as the shareholders are concerned. Application will be made to the London Stock Exchange for 8,333,334 new Ordinary Shares to be admitted to trading on AIM. It is expected that Admission will become effective on 5 July 2012.
For the purposes of the Disclosure and Transparency Rules, Fitbug's total issued share capital following the issue of these shares consists of 168,514,973 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.
**ENDS**
For further information visit www.fitbugholdings.com or contact:
Paul Landau/Andrew Brummer |
| Fitbug Holdings Plc |
| 020 7449 1000 |
Mark Percy/Catherine Leftley/ Katie Ratner |
| Seymour Pierce |
| 020 7107 8000 |
Claire Louise Noyce/Deepak Reddy |
| Hybridan LLP |
| 020 7947 4350 |
Isabel Crossley/Elisabeth Cowell |
| St Brides Media |
| 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, with the United States as a key market, which can integrate Fitbug into their own service/product offerings or resell to their customer base. Visit www.fitbug.com for more information.
The Fitbug business was founded by Paul Landau, CEO of Fitbug Limited. Fergus Kee, Executive Chairman of the Company is the former Managing Director of Bupa's £2.1 billion turnover UK and North American Division.