IMMO.L Regulatory News (IMMO)

1 March 2023

Immotion Group PLC

("Immotion", the "Company" or the "Group")

Completion of LBE Sale, Update on Change of Company Name and the Return of Cash to Shareholders,

Directorate Changes

Highlights

· Completion of disposal of Location Based Entertainment business ("LBE") for a total consideration of $25,119,739, comprising $23,869,739 cash and a loan note of $1,250,000.

· Update on the change of name.

· Proposed return of cash to shareholders via a tender offer.

· Dan Wortley to join board as Group Finance Director with immediate effect.

Completion of Disposal

Further to the announcement of 21 February 2023, Immotion is pleased to announce the completion of the sale of LBE, comprising Immotion Studios Limited, Immotion VR Limited and C.2K Entertainment Inc., to LBE BidCo, Inc. for $25,119,739 (the "Completion"). The sale proceeds comprise of cash of $23,869,739 and a loan note repayable 12 months following Completion in the principal amount of $1,250,000.

Update on Change of Name

The Company is pleased to announce that, following completion of the sale of the LBE business and the approval by the Company's shareholders ("Shareholders") at the General Meeting held on 21 February 2023 to change the Company name, the Company will be registering the new Company name at Companies House and will update the market when this process has been completed.

Update on Return of Cash

As stated in the circular to Shareholders on 2 February 2023, following the sale of the LBE business, the Company intends to return the majority of the net sale proceeds to its Shareholders. 

The Company is finalising the mechanics of the return of capital to Shareholders but the intent, subject to regulatory clearance, is to enter into a tender offer ("Tender Offer") process whereby the Company would offer to acquire ordinary shares in the Company from Shareholders through a market intermediary to a value of up to circa £12.5m (such shares purchased by the Company will be cancelled or held in treasury to meet future share option exercises).

For Shareholders subject to UK taxation, it is expected that a disposal of shares pursuant to the Tender Offer would be subject to capital gains tax. 

In order to effect a Tender Offer (including ensuring that the Company has sufficient distributable reserves), the Company will require the approval of Shareholders and the UK Courts. A circular will be sent to Shareholders in due course (the "Process Circular"). Subject to the completion of these processes within the expected timescale, we expect the Tender Offer to take place during May 2023.

In addition, and as previously announced, the Company proposes immediately prior to the Tender Offer to buy back and cancel 21,657,193 shares, plus 13,283,833 shares to be issued pursuant to exercise of options, from Rod Findley, Ken Musen and Alasdair Ritchie, (who are collectively remaining with LBE) as outlined in the circular of 2 February 2023. These 34,941,026 shares are being purchased at a price of 3.65p per share with a net cost to the Company of £943,252. The purchase of these shares is also subject to the necessary shareholder and UK Court approvals, details of which will be included in the Process Circular.

Future Plans

The Company is at the early stages of exploring an acquisition opportunity. It is likely that any acquisitions would be undertaken in whole or in large part using share consideration with the cash retained by the Company being deployed to grow the acquired businesses, should an acquisition be consummated. Further information will be provided in due course.

Directorate Change

As a consequence of Completion, Rod Findley has stepped down as a Director of the Company with immediate effect.

In addition, the Company is pleased to announce the appointment of Dan Wortley as Group Finance Director. At the same time, David Marks, the Company's current Group Finance Director, will take the new role of Group Development Director which will allow him to focus on developing and managing new growth opportunities for the Group.

Dan qualified as a Chartered Management Accountant in 2007 and has held the roles of Group Head of Finance and Company Secretary of the Company since its IPO in July 2018.

Other than as disclosed below, there are no further disclosures to be made in connection with Daniel (Dan) Frederick Greenfield Wortley, aged 43, in accordance with AIM Rule 17 and paragraph (g) of Schedule Two of the AIM Rules for Companies:

Dan Wortley currently holds 498,595 ordinary shares in the Company representing 0.12% of the Company's issued share capital. Dan has 3,795,380 share options in the Company.

This announcement contains certain inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with the Company's obligations under Article 17 of MAR.

Enquiries:

For further information please visit www.immotion.co.uk, or contact: