Mobile Tornado Regulatory News (MBT)

Mobile Tornado Group plc

("Mobile Tornado", the "Company" or the "Group")

Annual report & accounts, capital reorganisation and variation to preference shares

Mobile Tornado Group plc (AIM: MBT) confirms that it has posted to shareholders its Annual Report and Accounts for the year ended 31 December 2017, which includes a Notice of Annual General Meeting (the "AGM"), to be held at 09.00 a.m. on 12 June 2018 at Cardale House, Cardale Court, Beckwith Head Road, Harrogate HG3 1RY (the "AGM Notice"). 

The Annual Report and Accounts will shortly be available on the Group's website at www.mobiletornado.com.

Capital reorganisation

On 10 January 2018, the Directors announced the proposal to capitalise up to £2.54 million of short term indebtedness owed by the Company to InTechnology plc ("InTechnology") into ordinary shares in the Company's share capital ("Ordinary Shares") at a price of 5p per Ordinary Share, being the issue price of the placing undertaken at that time (the "Capital Reorganisation"). The Directors stated at that time that they believed that it is in the best interests of the Company to take the opportunity to strengthen its balance sheet and the Directors remain of this view. The Directors have decided that it would be appropriate to capitalise the full £2.54 million, which comprises accrued interest in coupon over the preference shares at this time. The Capital Reorganisation would result in the issue of 50,800,000 new Ordinary Shares to InTechnology (the "Capitalisation Shares").

The Capital Reorganisation is conditional on shareholder approval and the AGM notice contains details of a special resolution to provide the Company with sufficient headroom to issue and allot the Capitalisation Shares. Should this resolution not be passed, the Capital Reorganisation will not be able to proceed.

Extension to preference shares redemption date

Following completion of the Capital Reorganisation, should it proceed, the Company will have a remaining indebtedness to InTechnology of £8.8 million, consisting of: £5.7 million of redeemable preference shares (the "Preference Shares"); £0.4 million of accrued preference share coupon and interest; £2.1 million of short term borrowings; and a current account, representing primarily rent and service fees due to InTechnology, of £0.6 million. The Preference Shares currently have a redemption date of 31 December 2018. 

The Company and InTechnology have today agreed to an extension to the redemption date of the Preference Shares from 31 December 2018 until 31 December 2020. This extension will require a minor amendment to the Company's articles of association and will therefore be subject to shareholder approval. The AGM notice contains details of a special resolution to make the appropriate amendments to the articles. All other terms of the Preference Shares will remain the same and they will continue to accrue interest at a rate of 10% per annum.

As InTechnology is a substantial shareholder in the Company (as defined in the AIM Rules for Companies ("AIM Rules")), the extension to the redemption date of the Preference Shares constitutes a related party transaction under the AIM Rules. The Directors of the Company (save for Peter Wilkinson, who is a controlling shareholder of InTechnology), having consulted with the Company's nominated adviser, Allenby Capital Limited, consider the extension of the redemption date to be fair and reasonable insofar as the Company's shareholders are concerned.

InTechnology shareholding

Assuming the Capital Reorganisation proceeds, InTechnology will hold a total of 177,509,135 Ordinary Shares in the Company, equivalent to 50.8% of the total issued ordinary share capital of the Company, as enlarged by the issue of the Capitalisation Shares. In addition, Peter Wilkinson holds a further 38,146,141 Ordinary Shares, equivalent to 10.9% of the total issued ordinary share capital of the Company, as enlarged by the issue of the Capitalisation Shares. InTechnology will also hold 71,276,735 Preference Shares.

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