1 May 2018 18:06
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, JERSEY OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT
This announcement contains inside information.
EVR Holdings plc
('EVR' or the 'Company')
Completion of successful placing
EVR Holdings (AIM: EVRH), one of the leading creators of virtual reality content, is pleased to announce that the Company has raised gross proceeds of approximately £20.0 million through the successful placing of 125,000,000 Primary Placing Shares at a price of 16.0 pence per new Ordinary Share (the "Placing Price").
The Company also announces that the Selling Shareholders, Anthony Matchett, Executive Chairman and Chief Executive Officer, and Steven Hancock, Chief Operations Officer have each sold 15,625,000 Ordinary Shares in the Company at the Placing Price pursuant to the Placing. Consequently, Anthony Matchett holds 168,482,796 Ordinary Shares representing approximately 13.1 per cent. of the Enlarged Share Capital and Steven Hancock holds 130,884,136 Ordinary Shares representing approximately 10.2 per cent. of the Enlarged Share Capital.
Application has been made to the London Stock Exchange for the 125,000,000 Primary Placing Shares to be admitted to trading on AIM at 8.00 a.m. on 3 May 2018 ("Admission"). Once Admission occurs, the Placing will have successfully completed.
Upon completion of the Placing, the Primary Placing Shares will represent approximately 9.7 per cent. of the Enlarged Share Capital.
Total Voting Rights
Following Admission, the total number of Ordinary Shares and voting rights in the Company will be 1,282,651,348. The Company does not hold any shares in treasury. 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, the share capital of the Company under the FCA's Disclosure and Transparency Rules.
Unless otherwise defined, all capitalised terms in this announcement are defined at the end of the announcement made on 30 April 2018.
For further information please contact:
EVR Holdings plc | |
Anthony Matchett, Executive Chairman & CEO Sebastian Theron, Chief Financial Officer
| Tel: +44 (0) 203 289 7430 www.evrholdings.com |
Investec Bank plc: Nominated Adviser, Broker and Joint Bookrunner Corporate Broking: Sara Hale / Rob Baker Corporate Finance: David Anderson / Junya Iwamoto
| Tel: +44 (0) 207 597 5970
|
Beech Hill Securities, INC: Joint Bookrunner Capital Markets and Corporate Broking: Thomas Lawrence Chief Operating Officer: Vincent Iannuzzi | Tel: +1 646 574 3171 |
Notes to Editors:
MelodyVR is a wholly owned subsidiary of EVR Holdings plc, a company that is listed on the AIM market of the London Stock Exchange under the ticker EVRH.L. EVR, a creator of virtual reality content, joined AIM on 16 May 2016 following a reverse takeover of Armstrong Ventures plc. Further information can be viewed at www.evrholdings.com and www.melodyvr.com
Prior to its publication, certain information contained within this announcement was deemed to constitute inside information for the purposes of Article 7 of EU Regulation 596/2014 ("MAR"). In addition, market soundings (as defined in MAR) were taken in respect of the Placing with the result that certain persons became aware of inside information (as defined in MAR), as permitted by MAR. This inside information is set out in this announcement and such information is now considered to be in the public domain. Accordingly, those persons that received inside information in a market sounding are no longer in possession of such inside information relating to the Company and its securities.
This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section of this Announcement.
Important Notices
The Ordinary Shares of the Company have not been and will not be registered under the US Securities Act of 1933, as amended.
Investec is authorised by the Prudential Regulation Authority and regulated in the United kingdom by the Financial Conduct Authority (the "FCA") and the Prudential Regulation Authority and is acting exclusively for the Company and no one else in connection with the Placing, and Investec will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement.
Forward-looking statements
This announcement contains statements about EVR that are or may be deemed to be "forward-looking statements".
All statements, other than statements of historical facts, included in this announcement may be forward-looking statements. Without limitation, any statements preceded or followed by, or that include, the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "should", "anticipates", "estimates", "projects", "would", "could", "continue" or words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements include, without limitation, statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects and (ii) business and management strategies and the expansion and growth of the operations of EVR.
These forward-looking statements are not guarantees of future performance. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of any such person, or industry results, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. Investors should not place undue reliance on such forward-looking statements and, save as is required by law or regulation (including to meet the requirements of the AIM Rules, MAR, the Prospectus Rules and/or the FSMA), EVR does not undertake any obligation to update publicly or revise any forward-looking statements (including to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based). All subsequent oral or written forward-looking statements attributed to EVR or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. All forward-looking statements contained in this announcement are based on information available to the Directors of EVR at the date of this announcement, unless some other time is specified in relation to them, and the posting or receipt of this announcement shall not give rise to any implication that there has been no change in the facts set forth herein since such date.
Information to Distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, Distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; Placing Shares offer no guaranteed income and no capital protection; and an investment in Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Investec will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to Placing Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.
Annex
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them in accordance with the Market Abuse Regulations
1 | Details of the person discharging managerial responsibilities/person closely associated | ||||||||||
a) | Name | 1. Anthony Matchett 2. Stephen Hancock | |||||||||
2 | Reason for the notification | ||||||||||
a) | Position/status | 1. Executive Chairman and Chief Executive Officer 2. Chief Operations Officer | |||||||||
b) | Initial notification/Amendment | Initial notification | |||||||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||||||||||
a) | Name |
| |||||||||
b) | LEI | 213800B2AKGQC3D2R751 | |||||||||
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||||||||||
a) | Description of the financial instrument, type of instrument
Identification code |
| |||||||||
b) | Nature of the transaction | Sale of Ordinary Shares | |||||||||
c) | Price(s) and volume(s) |
| |||||||||
d) | Aggregated information
| N/A | |||||||||
e) | Date of the transaction | 1 May 2018 | |||||||||
f) | Place of the transaction | London Stock Exchange | |||||||||