Last checked at 30 Jan 2019 07:00
Mobile Streams plc
("MOS" or the "Company")
Posting of Circular and Notice of General Meeting
Mobile Streams plc (AIM:MOS), the global content retailer, announces that it has today published a circular (the "Circular") and Notice of General Meeting regarding proposed authorities to issue new Ordinary Shares and the disapplication of pre-emption rights which will be subject to the approval of Shareholders.
The General Meeting will be held at 9:00 a.m. on 19 February 2019 at the offices of N+1 Singer, 1 Bartholomew Lane, London, EC2N 2AX.
The Circular and notice of General Meeting will shortly be available to view on the Company's website: www.mobilestreams.com.
Defined terms used in this announcement shall, unless the context otherwise requires, have the same meanings as set out in the Circular.
An extract, without material adjustment, of the Chairman's Letter to Shareholders which is contained within the Circular is set out below.
Expected Timetable of Principal Events
Publication and posting to Shareholders of the Circular
| 30 January 2019 |
Latest time and date for receipt of Forms of Proxy
| 9 a.m. on 15 February 2019 |
General Meeting | 9 a.m. on 19 February 2019 |
Enquiries:
Mobile Streams | +1 347 669 9068 |
Simon Buckingham, Chief Executive Officer |
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Enrique Benasso, Chief Financial Officer |
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N+1 Singer (Nominated Adviser and Broker) | +44 (0)20 7496 3000 |
Mark Taylor |
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George Tzimas |
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1. Introduction
As mentioned in the annual results released in November 2018, it was the Directors' expectation that the Company would need to raise further capital to support the Group's operations for the forthcoming 12 months. The Directors believe it is beneficial to raise capital to support the Argentinian operations and further growth in the Indian market. This funding is required to support the Group's working capital requirements, without which Mobile Streams will be required to seek alternative sources of funding which may be significantly dilutive to existing shareholders, in order to continue to support its operations.
The Directors do not currently have authority to allot to a sufficient number of new Ordinary Shares to complete a fundraising and, therefore, the Company is convening the General Meeting to seek such authority from Shareholders.
The purpose of the Circular is to convene the General Meeting at which the Resolutions will be proposed in order to facilitate such a fundraising.
2. General Meeting
Set out at the end of the Circular is the notice convening the GM to be held on 19 February 2019 at the offices of N+1 Singer, 1 Bartholomew Lane, London, EC2N 2AX, at 9 a.m. at which the Resolutions will be proposed.
The Resolutions to be proposed at the GM are as follows:
Resolution 1
An ordinary resolution to grant the Directors authority pursuant to section 551 of the Act to allot relevant securities up to an aggregate nominal value of £100,000 (being equal to 50,000,000 new Ordinary Shares).
Resolution 2
A special resolution, conditional on the passing of Resolution 1, to disapply pre-emption rights pursuant to section 570 of the Act. This Resolution authorises the Directors to allot shares on a non pre-emptive basis, limited to 50,000,000 new Ordinary Shares.
The authorities to be granted pursuant to the Resolutions shall expire on whichever is the earlier of the conclusion of the Annual General Meeting of the Company to be held in 2019 or the date falling 12 months from the date of the passing of the Resolutions (unless renewed, varied or revoked by the Company prior to or on that date) and shall be in addition to the Directors' authorities to allot relevant securities and dis-apply statutory pre-emption rights granted at the Company's Annual General Meeting held on 7 December 2018.
3. Action to be taken
Shareholders will find enclosed with the Circular a reply-paid Form of Proxy for use at the General Meeting. Whether or not you intend to be present at the General Meeting, you are requested to complete and sign the Form of Proxy and return it to the Company's Registrars, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY as soon as possible and, in any event, so as to arrive not later than 9 a.m. on 15 February 2019. Unless the Form of Proxy is received by this date and time, it will be invalid. The completion and return of a Form of Proxy will not preclude you from attending the General Meeting and voting in person if you so wish.
4. Recommendation
The Directors consider that the Resolutions to be considered at the General Meeting are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting, as they intend to do in respect of their aggregate interests of 13,468,912 Ordinary Shares (representing approximately 13.37 per cent. of the Existing Ordinary Shares).