Monchhichi PLC Regulatory News (MCC)

23 December 2016

Mercom Capital Plc

("Mercom" or the "Company")

Completion of PDMR transactions

Board and senior management changes

Issue of equity and total voting rights

Completion of PDMR transactions

Further to the announcement made on 21 December 2016, the Company has been notified of the following transactions by the Directors in relation to their shares and warrants (the "Directors' Share Transaction"):

* Under the terms of the call option, Mr Appleby has granted Calvet International Limited an option to acquire 1,590,081 shares in the Company at a price of 18p per share at any time prior to 31 January 2017. Calvet has the right to assign the option.

All shares sold by Patrick Cross, Kyle Appleby and John Zorbas were sold at 20p per share, of which 2p per share is to be returned to the Company.

Board and company secretary appointments

Immediately following the Directors' Share Transaction, Mr Simon Fry, Mr Felipe Simonsen and Mr Jean-Pascal Tranié were appointed as directors of the Company, with Mr Fry being appointed as Executive Chairman, Mr Simonsen as Finance Director and Mr Tranié as Senior Non-Executive Director (the "New Board"). Information on the New Board as required by paragraph (g) of Schedule Two to the AIM Rules is set out at the end of this announcement.

In addition, Stuart Davies has been appointed as Company Secretary.

Immediately following the board appointments, Patrick Cross, John Zorbas and Kyle Appleby stood down as Directors of Mercom.

Exercise of Warrants

The Company has issued and allotted a total of 1,500,000 shares pursuant to the exercise of warrants held by John Zorbas and Kyle Appleby. These shares were admitted to trading on AIM as part of the block admission announced on 20 July 2016. In addition, the Company has issued and allotted 250,000 shares following exercise of warrants granted to Northland Capital Partners Limited in July 2016. The warrants were exercised at a price of 5p per share. Application has been made for these 250,000 shares, which rank pari passu with the Company's existing shares, to be admitted to trading on AIM ("Admission"). It is anticipated that Admission will be effective on 28 December 2016.

Following the above allotments and issues of, in aggregate, 1,750,000 shares, the Company's issued share capital consists of 36,576,773 shares with voting rights and, at this point in time, no warrants remain outstanding. There are no shares held in treasury. Therefore the total number of voting rights is 36,576,773. This 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 Guidance and Transparency Rules.

As part of the secondary placing, Simon Fry has acquired 500,000 shares (1.37 per cent.) through his SIPP and Jean-Pascal Tranié has acquired 625,000 shares (1.71 per cent.).

In addition the Company is pleased to inform shareholders of the following:

· the immediate appointments of Cooley (UK) LLP as external legal counsel and Buchanan Communications as financial communications consultants;

· the intention of the new Directors to convene a General Meeting as soon as practical to approve inter alia the proposed change in Investing Policy and Company name as well as increased authorities in respect of the allotment of shares and the disapplication of pre-emption rights; and

· the AGM convened for 5 January 2017 will proceed as planned.

Commenting on today's announcement, Simon Fry said:

"We would like to thank the Advisors to the Company for their collective efforts during the past two months that ensured that as of today a new and defining chapter can start for the Company. In due course, I shall be writing to shareholders to explain in more details the investment plans we have been formulating for the Company. My newly appointed fellow Board members and I are confident that over time this shall lead to a complete transformation of the Company."

Enquiries:

The information contained within this announcement is deemed by the Company to constitute inside information under the Market Abuse Regulation (EU) No. 596/2014.

Further information on the New Board

Further information on the New Board pursuant to Schedule Two, paragraph (g) of the AIM Rules is set out below:

Simon Jeremy Fry (age 57)

Pursuant to paragraph (g) (v) of Schedule Two to the AIM Rules, Simon Fry has disclosed that:

· Fansz North America Limited, a social media start-up subsidiary registered in Delaware, was put into voluntary liquidation in December 2015. KPMG was appointed as liquidator. There were no creditors. The credit balance was circa + US$2,500; and

· Fansz Limited, a social media start-up holding company, registered in Guernsey, was put into voluntary liquidation in December 2015. KPMG was appointed as liquidator. At last count there were creditors circa US$1,300,000 (generally office leases and professional services/employees) against assets of circa US$500,000. KPMG are continuing to finalise the liquidation.

Jean-Pascal Michel Marie Tranié (age 57)

Felipe Wallace Simonsen (age 45) 

There is no other information in respect of the New Board that is required to be disclosed pursuant to paragraph (g) of Schedule Two to the AIM Rules.