EVRH.L Regulatory News (EVRH)

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THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN EVR HOLDINGS PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF EVR HOLDINGS PLC.

This announcement contains inside information

EVR Holdings plc

("EVR" or the "Company")

Confirmation of successful fundraise of $12 million

Exercise of warrants and issue of shares

and

Total voting rights

EVR (AIM: EVRH), one of the leading creators of virtual reality content, announces that, further to the Company's announcement released at 7.00 a.m. this morning, the Company has raised gross proceeds of $12 million through the successful placing of 275,410,966 Placing Shares at a price of 3.75 pence per new Ordinary Share. The Placing Price represents a premium of approximately 22 per cent over the weekly average closing price for the period from 16 March to 20 March 2020.

Application will be made to the London Stock Exchange for the 275,410,966 Placing Shares to be admitted to trading on AIM at 8.00 a.m. on 27 March 2020 ("Admission"). Once Admission occurs, the Placing will have successfully completed. Upon completion of the Placing and the admission of those shares issued pursuant to the exercise of warrants noted below, the Placing Shares will represent approximately 16.01 per cent. of the Enlarged Share Capital.

Grant Dollens, proposed non-executive director of the Company, participated in the Primary Placing for 45,901,828 Ordinary Shares via Global Frontier Investments LLC. As a result of this participation, Grant Dollens' beneficial interest in the Company will be 79,809,485 Ordinary Shares post Admission, which will represent 4.64 per cent. of the Enlarged Share Capital.

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 13,333,333 Ordinary Shares in the Company at the Placing Price pursuant to the Placing. Consequently, Anthony Matchett holds 155,149,463 Ordinary Shares representing approximately 9.02 per cent. of the Enlarged Share Capital and Steven Hancock holds 117,550,803 Ordinary Shares representing approximately 6.84 per cent. of the Enlarged Share Capital.

Anthony Matchett, Chairman and CEO of EVR, commented:

"The proceeds of this successful placing will enable us to scale our business in support of the launch of our upcoming MelodyVR subscription service whilst also extending the availability of the MelodyVR platform and the breadth of our content, via a number of new initiatives. In addition, we will continue to expand upon our theatrical partnership with The John Gore Organisation.

Based on the challenging circumstances presented by COVID-19 to both live events and mass-gatherings, EVR is ideally placed to service our existing partners and consumers with exciting new artist experiences and alternative routes to content consumption. By leveraging our proprietary technology and track-record of delivering both live and recorded virtual experiences, we will utilise our experience and technical expertise to present credible alternatives to physical events in the short-term whilst continuing to drive platform engagement and scale our userbase to secure our long-term future.

This successful fundraise, amidst a challenging economic backdrop, is a further validation of both key investor support and of our ability to operationally deliver on the opportunities presented before us and I would like to extend a warm thank you our investors, strategic partners, staff and our users for sharing our exciting vision for the future of content consumption."

Exercise of warrants and issue of shares

Further to the Company's announcement released at 7.00 a.m. this morning, the Company has also received notices of exercise of warrants over the following Ordinary Shares:

Following the warrant exercise, the number of warrants outstanding is as follows:

Application will be made to the London Stock Exchange for the 10,715,858 Ordinary Shares to be issued pursuant to the above warrant exercise to be admitted to trading on AIM at 8.00 a.m. on 27 March 2020.

Included within the notices of exercise as set out above, Simon Cole, Senior Non-Executive Director exercised 4,615,090 warrants, following which his interests in the Company (including those of his related parties) will be 4,615,090 Ordinary Shares representing approximately 0.27% of the Company total voting rights noted below. Simon Cole intends to sell up to 1,250,000 Ordinary Shares with the agreement of the Company's independent directors to fund the tax liabilities and a further announcement will be made on this in due course.

Total voting rights

Following Admission and admission of those shares to be issued in connection with the exercise of warrants set out above, the total number of Ordinary Shares and voting rights in the Company will be 1,719,787,061. 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 in the announcement released this morning at 7.00 a.m..

For further information:

Notes to Editors:

MelodyVR Ltd ("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.

Arden is regulated in the United Kingdom by the Financial Conduct Authority (the "FCA"). Each of Arden and Beech Hill Securities is acting exclusively for the Company and no one else in connection with the Placing, and Arden and Beech Hill Securities will each 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, Arden 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