29 Jun 2016 13:00
29 June 2016
mporium Group PLC
(the "Company")
Placing to Raise Approximately £3.1 Million
mporium Group PLC (AIM: MPM), the mobile commerce specialist, is pleased to announce that the Company has raised approximately £3.1 million before expenses (approximately £3.0m net of expenses) through a placing (the "Placing") of 41,379,008 ordinary shares of 0.5 pence each in the Company ("Placing Shares"), at a price of 7.5 pence per Placing Share (the "Placing Price"), from a combination of new and existing shareholders.
The proceeds of the Placing will be used to continue the Company's ongoing product development, which is progressing as planned, its growth strategy and for working capital purposes.
The Placing Price of 7.5 pence per Placing Share represents a 4.82 per cent. discount to the closing middle market price of 7.9 pence per ordinary share on 29 June 2016, being the last business day prior to this announcement. N+1 Singer is acting as sole broker for the Company in connection with the Placing.
The Placing is conditional upon, inter alia, the admission of the Placing Shares to trading on AIM ("Admission"), the placing agreement between the Company and N+1 Singer (the "Placing Agreement") becoming unconditional and the passing by shareholders of certain resolutions (the "Resolutions") at a general meeting of the Company (the "General Meeting"), including a special resolution which will give the directors of the Company (the "Directors") the required authority to disapply statutory pre-emption rights in respect of the allotment of the Placing Shares.
Application will be made for the Placing Shares to be admitted to trading on AIM. Subject to shareholder approval of the Resolutions at the General Meeting, it is expected that Admission will occur on or around 19 July 2016.
Background to the Placing
The net proceeds of the Placing are expected to be approximately £3.0 million. It is proposed that such proceeds shall be used for, the continued development of the Group's INSIGHTS and IMPACT products, to accelerate growth through investment in sales and marketing activities, product development and for general working capital purposes.
The Company also intends to establish an advisory committee to assist the Company from time to time with its strategic plan and share information on potential contacts and business opportunities, as further described in the Circular (as detailed below).
Further Details of the Placing
Following Admission, the Company's total issued share capital will consist of 511,588,808 Ordinary Shares. This figure may be used by shareholders in the Company 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 Financial Conduct Authority's Disclosure and Transparency Rules.
The Placing Shares will represent approximately 8.09 per cent. of the enlarged issued share capital of the Company.
Director's Shareholdings pre and post the Placing
Number of Ordinary Shares held pre-issue of Placing Shares
| Percentage of issued share capital pre-issue of Placing Shares | Number of Ordinary Shares to be held post-issue of Placing Shares | Percentage of enlarged issued share capital post-issue of Placing Shares | |
Nigel Walder
| 8,312,228 | 1.77% | 8,312,228 | 1.62% |
Barry Moat
| 8,929,196 | 1.90% | 8,929,196 | 1.75% |
Aidan Casey QC | 4,061,562 | 0.86% | 4,061,562 | 0.79% |
Richard Gordon
| 1,199,702 | 0.26% | 1,199,702 | 0.23% |
Staale Bjornstad*
| Nil | Nil | Nil | Nil |
*As at 31 December 2015, Staale Bjornstad held 7,038 shares in Cxense ASA, a company which is taking part in the placing and, following admission, will hold 108,790,403 Ordinary Shares in the Company, representing approximately 21.27% of the Company total voting rights following Admission.
Related Party Transactions
Cxense ASA, a substantial shareholder in the Company, has agreed to subscribe for 8,790,403 Placing Shares pursuant to the Placing. Cxense ASA is a related party under the AIM Rules by virtue of its existing shareholding in the Company. The Directors consider, having consulted with the Company's nominated adviser, N+1 Singer, that the terms of Cxense ASA's participation in the Placing is fair and reasonable insofar as the shareholders of the Company are concerned.
Ms Lee Tin Yu, a substantial shareholder in the Company, has agreed to subscribe, via Charles Street International Holdings Limited, for 6,590,225 Placing Shares pursuant to the Placing. Ms Lee Tin Yu is a related party under the AIM Rules for Companies by virtue of her existing beneficial shareholding in the Company. The Directors consider, having consulted with the Company's nominated adviser, N+1 Singer, that the terms of Ms Lee Tin Yu's participation in the Placing is fair and reasonable insofar as the shareholders of the Company are concerned.
Robert Keith, a substantial shareholder in the Company, has agreed to subscribe for 4,665,045 Placing Shares pursuant to the Placing. Robert Keith is a related party under the AIM Rules for Companies by virtue of his existing shareholding in the Company. The Directors consider, having consulted with the Company's nominated adviser, N+1 Singer, that the terms of Robert Keith's participation in the Placing is fair and reasonable insofar as the shareholders of the Company are concerned.
General Meeting
A circular and a notice of General Meeting will be posted to shareholders today to explain the background to and reasons for the Proposals and why the Directors consider the Proposals to be in the best interests of the Company and its shareholders as a whole and to seek shareholder approval for the Resolutions at the General Meeting ("Circular"), which will be held at 10.00 a.m. at the offices of N+1 Singer at One Bartholomew Lane, London EC2N 2AX on 18 July 2016.
A copy of the Circular will shortly be available on the Company's website (www.mporium.com).
Ends
Enquiries:
mporium | 020 3242 0515 |
Barry Moat | |
N+1 Singer (Nominated Adviser and Broker) | 020 7496 3000 |
Gillian Martin Alex Laughton-Scott | |
Buchanan | 020 7466 5000 |
Charles Ryland | |
Vicky Watkins |
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND, NEW ZEALAND OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE OR FORM PART OF AN OFFER TO ISSUE OR SELL, OR THE SOLICITATION OF AN OFFER TO ACQUIRE, PURCHASE OR SUBSCRIBE FOR, NEW ORDINARY SHARES IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.