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Minority interest acquisition of InTELEgentsia

Tue, 29th Sep 2015 07:00

RNS Number : 4640A
mporium Group PLC
29 September 2015

MPORIUM GROUP PLC

("mporium" or the "Company")

Acquisition of the minority interests in InTELEgentsia Ltd.

The Acquisition

mporium Group plc (AIM:MPM) today announces the completion of the purchase of the remaining interest in InTELEgentsia Ltd. ("InTELEgentsia") which it does not already own. Prior to this transaction, mporium held 50.001% of InTELEgentsia following the acquisition of Fast Web Media ("FWM") on 8 June 2015. The consideration of approximately £250,000 for the remaining 49.999% of InTELEgentsia is to be satisfied through the issue of 5,555,555 new ordinary shares of 0.5p in the Company (the "New Ordinary Shares") at an issue price of 4.5p each (the "Acquisition") which represents a 5.26% discount to the closing middle market price of 4.75p per Ordinary Share on 28 September 2015.

The Rationale

InTELEgentsia is a subsidiary of FWM that owns the intellectual property of two products; InTELEgentsia and Weatherfit. It was incorporated on 18 February 2015 to be FWM's products business with all development and operating costs and future revenue channelled through this company. To date the business has not traded and the current value of its assets is £13,939.

Since acquiring the majority holding in InTELEgentsia, elements of InTELEgentsia's Intellectual Property ("IP") have been used in the development of new mporium products. This IP has been greatly enhanced through the combination of IP with both mporium and Cxense ASA. The resulting products have the potential for patents that exceed the scope of the original InTELEgentsia applications.

In order to secure full IP rights to InTELEgentsia, the mporium board (the "Board") has decided to buy-out the minority shareholders. The Board believes that this will eliminate the potential for IP ownership issues that could hamper the development of mporium products or result in future valuation disputes.

The total consideration payable to the minority shareholders in InTELEgentsia represents approximately 1.3% of the existing issued share capital of the Company.

Application has been made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM ("Admission"). It is expected that Admission will become effective and dealings in the New Ordinary Shares on AIM will commence at 8.00 a.m. on 2 October 2015.

The New Ordinary Shares will rank pari passu in all respects with the existing Ordinary Shares of the Company. Following the Acquisition, the total issued share capital of the Company is 431,275,158 Ordinary Shares of 0.5p each. The Company holds no Ordinary Shares in treasury.

Barry Moat, CEO said,

"The new mporium products represent the next stage in the transformation of the business, which started with the announcements of 8 June 2015. Our new products are focused on the rapidly growing m-commerce market and we believe that they will have global reach. The acquisition of the minority interests in InTELEgentsia consolidates mporium's IP ownership rights, which is vital given the unique and innovative nature of our products."

Related Party Transactions

Ms Lee, Tin Yu, a substantial shareholder of the Company (as defined by the AIM Rules) was a shareholder of FWM and is a shareholder in InTELEgentsia. The aggregate consideration paid for FWM and the Acquisition, in conjunction with Ms Lee, Tin Yu's substantial shareholding in the Company, results in Ms Lee, Tin Yu's participation in the Acquisition being classified as a related party transaction under Rule 13 of the AIM Rules for Companies.

Michael Flynn, a director of InTELEgentsia was a shareholder in FWM and is a shareholder in InTELEgentsia. The aggregate consideration paid for FWM and the Acquisition, in conjunction with Michael Flynn being a director of InTELEgentsia, a subsidiary of the Company, results in Michael Flynn's participation in the Acquisition being classified as a related party transaction under Rule 13 of the AIM Rules for Companies.

The Directors of the Company consider, having consulted with the Company's nominated adviser, N+1 Singer, that the terms of Ms Lee, Tin Yu and Michael Flynn's participation in the Acquisition are fair and reasonable insofar as the shareholders of mporium are concerned. In providing advice to the Directors of the Company, N+1 Singer has taken into account the commercial assessments of the Directors.

Enquiries:

mporium Group PLC

Barry Moat, CEO

020 3735 5908

N+1 Singer

Ben Wright

Alex Wright

020 7496 3000

Buchanan

Charles Ryland

Vicky Watkins

020 7466 5000

This information is provided by RNS
The company news service from the London Stock Exchange
END
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