28 Jan 2014 07:00
Vitesse Media Plc
("Vitesse" or the "Company")
Placing and development of new SME crowd funding platform
Vitesse today announces that it has entered into an agreement to raise £265,000 by way of a placing of 12,045,455 new ordinary shares at a price of 2.2p per share (the "Placing Shares") of which £250,000 will be used to support the development of a new SME crowd funding platform. This will leverage Vitesse's leading positions in the SME and investment markets and give this new platform access to a large part of its target market.
Placing
The Placing is in two stages. The placing of 9,493,052 ordinary shares in the Company of the Placing Shares (the "Tranche One Placing") can be effected within existing shareholder authorities and is therefore primarily conditional only on admission of those Placing Shares to trading on AIM ("First Admission"). The placing of the remaining 2,552,403 Placing Shares (the "Tranche Two Placing") requires the Company to obtain additional authorities to allot and is therefore also conditional on requisite shareholder approval being obtained as well as admission of those Placing Shares to trading on AIM (the "Second Admission"). Ordinary shares issued pursuant to the Tranche One Placing and Tranche Two Placing taken together are referred to as the Placing Shares.
First Admission and completion of the Tranche One Placing is expected to take place on 31st January 2014.
A general meeting of shareholders of the Company is to be convened for 28th February 2014 and, assuming the relevant resolutions are passed, Second Admission and completion of the Tranche Two Placing is expected to take place on 7th March 2014. A circular to shareholders convening the requisite general meeting is expected to be posted shortly. Conditional on the obtaining of requisite shareholder approvals and Second Admission, the Company will issue pursuant to the Placing 12,045,455 new ordinary shares in the Company which will represent 24.1% of the issued share capital as enlarged by the Placing. The Placing Price represents a premium of 4.8 per cent. to the closing mid-market price of 2.1p per ordinary share as at 24th January 2014 (being the latest practicable date prior to the date of this announcement).
The Placing has been subscribed to by a group of investors led by Mr. Derek Stewart (together the "Investors"). Mr Stewart is former CEO of Mellon Global Alternative Investments at BNY Mellon and will work with Vitesse to develop a new and innovative way of facilitating investment to SMEs seeking finance.
Following the Placing, the following are significant shareholders in Vitesse:
Shareholder | First Tranche Shares | First Tranche payment | Second Tranche Shares | Second Tranche payment | Holding after Tranche 1 | Holding After Tranche 2 |
EBS Management PLC as Trustees of The Derek Stewart SIPP | 3,940,512 | £86,691.27 | 1,059,488 | £23,308.73 | 8.30% | 10.00% |
Greenhill LLC | 1,850,847 | £40,718.63 | 497,638 | £10,948.04 | 3.90% | 4.70% |
Alan Adam Mearns | 3,084,744 | £67,864.37 | 829,398 | £18,246.74 | 6.50% | 7.83% |
Appointment of Director
Under the terms of the Placing agreement the Investors have the right to appoint a non-executive director to the board of the Company. Upon appointment the non-executive director appointed to represent the Investors will be paid a nominal sum by the Company. The Company will make a further announcement in due course.
Loan
The Company has entered into a loan agreement with the Investors in order to provide the Company with £80,000 for working capital purposes.
The loan is for three years and interest is payable annually at a rate of 7% with the loan amount repayable at the end of the 3 year period.
Crowd funding
Under the terms of the Placing Agreement, £250,000 of the proceeds of the Placing will be used for the development of a crowd funding platform. Vitesse will own the intellectual property relating to the crowd funding platform and the right to earn 75% of the net income from the platform with the Investors having a right to earn 25% of the net income in return for them providing the resources for the functioning of the platform and its operation. The Board of Vitesse retain an ongoing right of review in this fully owned division.
Commenting on the launch, Vitesse Chairman Sara Williams said:
"We are delighted to be announcing this exciting new development for Vitesse. This growth opportunity has considerable synergies with Vitesse's existing SME focused digital media and events businesses. This is a natural extension of our philosophy of 'bringing investors and entrepreneurs together' and combines the strength of our existing brands and relationships with the new team's experience in investment and technology."
For further information please contact:
Vitesse Media Plc Executive Chairman: Sara Williams Executive Deputy Chairman: Dave Smith
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020 7250 7010
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Westhouse Securities Limited Martin Davison
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020 7601 6100
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Kreab Gavin Anderson Robert Speed |
020 7074 1800
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Disclosure and Transparency Rules
Following First Admission of the Tranche One Placing Shares, in accordance with Disclosure and Transparency Rules, the Company's issued voting ordinary share capital will comprise 47,465,260 ordinary shares. No shares are held in treasury.
Following First Admission, the above figure may be used by shareholders as a 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, Vitesse under the FCA's Disclosure and Transparency Rules.
The Company will make a further announcement at the time of Second Admission for the purposes of confirming the impact of the Tranche Two Placing under the Disclosure and Transparency Rules.