26 Nov 2015 07:00
26 November 2015
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 "Issue") of 38,389,042 ordinary shares of 0.5 pence each in the Company ("New Shares"), at a price of 8 pence per New Share (the "Issue Price"), from a combination of new and existing shareholders.
The proceeds of the Issue will be used to continue the Company's ongoing product development, its growth strategy and for working capital purposes.
The Issue Price of 8 pence per New Share represents a 3 per cent. discount to the closing middle market price of 8.25 pence per ordinary share on 25 November 2015, being the last business day prior to this announcement. N+1 Singer is acting as sole broker for the Company in connection with the Issue.
The Issue is conditional only upon the admission of the New Shares to trading on AIM ("Admission A"). Application has been made for the New Shares to be admitted to trading on AIM and it is anticipated that Admission A will occur on or around 1 December 2015.
The Issue, which is not being underwritten, has been undertaken pursuant to an agreement between the Company and N+1 Singer (the "Issue Agreement"). Under the terms of the Issue Agreement, N+1 Singer, as broker, has agreed to use its reasonable endeavours to procure investors to subscribe for the Issue Shares. The Issue Agreement contains certain warranties given by the Company in favour of N+1 Singer in relation to, inter alia, certain matters relating to the Group, its business and the Issue.
The New Shares will be issued free of all liens, charges and encumbrances and are, credited as fully paid and rank in full for all dividends and other distributions declared, made or paid in respect of ordinary shares after Admission A and will otherwise rank pari passu in all respects with the existing ordinary shares.
The New Shares have not been made available to the public and have not being offered or sold in any jurisdiction where it would be unlawful to do so.
Effect of the Issue and exercise of options
The Company also announces that it has issued and allotted 468,320 new ordinary shares of 0.5 pence each in the Company ("Ordinary Shares") following an exercise of share options. 368,320 of these Option Shares have been allotted under the Company's existing block admission facility. All the options being exercised were granted prior to the new management team and the board joining the Company.
Application has therefore also been made for the 100,000 new Ordinary Shares to be admitted to trading on AIM ("Admission B") and it is anticipated that Admission B will occur on or around 1 December 2015.
Following Admission A and Admission B, the Company's total issued share capital will consist of 470,132,520 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 New Shares will represent approximately 8.17 per cent. of the enlarged issued share capital of the Company.
Director's Shareholdings pre and post the Issue
Number of Ordinary Shares held pre-issue of New Shares
| Percentage of issued share capital pre-issue of New Shares | Number of Ordinary Shares to be held post-issue of New Shares | Percentage of enlarged issued share capital post-issue of New Shares | |
Nigel Walder
| 8,210,074 | 1.90% | 8,210,074 | 1.75% |
Barry Moat
| 7,950,000 | 1.84% | 7,950,000 | 1.69% |
Richard Gordon
| 1,100,000 | 0.26% | 1,100,000 | 0.23% |
Staale Bjornstad*
| Nil | Nil | Nil | Nil |
*As at 31 December 2014, Staale Bjornstad held 1,538 shares in Cxense ASA, a company which currently holds 100,000,000 Ordinary Shares in the Company, representing approximately 21.27% of the Company total voting rights following Admission A and Admission B.
The Company also announces that in order to satisfy market demand, Dominic Keen, a past director of the Company, has been granted approval by the Company's Nominated Adviser, to sell a total of 1,055,820 Ordinary Shares in the Company which had been previously subject to a lock-in and orderly market agreement. 1,037,991 of these Ordinary Shares have been sold into the Issue.
On 8 June 2015, Barry Moat, Chief Executive Officer of the Company, was granted the option to acquire up to a maximum of 35,905,294 Ordinary Shares pursuant to the mporium Group plc 2015 Share Option Scheme (the "Option"). Barry Moat has irrevocably and unconditionally agreed that he will not exercise the Option (whether in whole or in part) until the earlier of (i) the Company's next general meeting subject to the passing of certain resolutions at that general meeting and (ii) 30 June 2016.
Related Party Transaction
Robert Keith, a substantial shareholder in the Company, has agreed to subscribe for 3,125,000 New Shares pursuant to the Issue. 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 Issue 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 1,250,000 New Shares pursuant to the Issue. Ms Lee, Tin Yu is a related party under the AIM Rules for Companies by virtue of her existing 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 Issue is fair and reasonable insofar as the Shareholders of the Company are concerned.
Outlook
The continued growth in the utilisation of mobile devices, provides compelling market opportunities for companies that deliver world-class m-Commerce products. Against this backdrop, the Company's new management team have refocused its development programme to align with the market opportunity. This was achieved by leveraging the purchase of FWM, the FWM InTELEgentsia prototype, and the strategic alliance with Cxense. The Company is in the process of bringing product to market that seeks to address the needs of brands, retailers, media agencies and broadcasters. These products aim to deliver advanced m-Commerce functionality including detailed analytics, targeted marketing strategies and personalised content. The new products are expected to appeal to both the SME and enterprise markets, under different branding and via different distribution models.
The legacy MoPowered platforms, having been reviewed by new management in light of other competitive offerings, will not be developed any further and have been placed in maintenance mode. They are expected to be decommissioned in early 2016, with existing clients being offered a migration path to the new products. The proceeds of the Issue will mainly be used for development, support and marketing of the new products and for general working capital purposes.
Commenting on the Issue, Barry Moat, Chief Executive of the Company, said:
"With the Company's recent board appointments and exciting new products in development, we believe that mporium will be well positioned to take advantage of the exciting opportunity in the m-commerce market. We look forward to announcing further details on our new products in 2016."
Ends
Enquiries:
mporium | 020 3242 0515 |
Barry Moat | |
N+1 Singer (Nominated Adviser and Broker) | 020 7496 3000 |
Gillian Martin Alex Wright | |
Buchanan | 020 7466 5000 |
Charles Ryland | |
Vicky Watkins |