MVR.L Regulatory News (MVR)

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THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN MELODYVR GROUP PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF MELODYVR GROUP PLC.

This announcement contains inside information.

MelodyVR Group PLC

("MVR" or the "Company")

Confirmation of successful fundraise of $15.3 million

and

Total voting rights

MelodyVR Group (AIM: MVR), one of the leading creators of virtual reality content, announces that, further to the Company's announcement released at 10.21 a.m. this morning, the Company has raised gross proceeds of $15.3 million through the successful placing of 214,314,540 Placing Shares and direct subscription for 120,709,708 Subscription Shares both at a price of 3.5 pence per new Ordinary Share. The Placing Price represents a discount of approximately 18.6 per cent compared to the latest practical closing price on 24 August 2020.

Director participation in the Subscription

Grant Dollens, via Global Frontier Partners, LP, has agreed to subscribe for Subscription Shares at the Placing Price. The number of Subscription Shares subscribed for by Grant Dollens pursuant to the Subscription, and his resulting shareholding on Admission, is set out below:

Related Party Transactions

Grant Dollens' participation in the Placing, as set out above, constitute related party transactions pursuant to Rule 13 of the AIM Rules. The Independent Directors being all other Directors, save for Grant Dollens, consider, having consulted with the Company's nominated adviser, Arden, that the terms upon which Mr. Dollens is participating in the Placing are fair and reasonable insofar as the Company's shareholders are concerned.

In addition, Davis Capital Partners LLC ("Davis Capital") is subscribing for 65,563,882 Subscription Shares in the Subscription at the Placing Price. The subscription by Davis Capital constitutes a related party transaction for the purposes of the AIM Rules by virtue of Davis Capital being a substantial shareholder of the Company. The Independent Directors consider, having consulted with the Company's nominated adviser, Arden, that the terms upon which Davis Capital is participating in the Placing are fair and reasonable insofar as the Company's shareholders are concerned.

Admission

Shares in MVR are currently suspended pending publication of the Admission Document in connection with the Conditional Acquisition. Application has been made to the London Stock Exchange for the 214,314,540 Placing Shares and 120,709,708 Subscription Shares to be admitted to trading on AIM at 8.00 a.m. on 28 August 2020 ("Admission"). Once Admission occurs, the Placing will have successfully completed.

Upon completion of the Placing, together the Placing Shares and Subscription Shares will represent approximately 16.2 per cent. of the Enlarged Share Capital.

Total voting rights

Following Admission, the total number of Ordinary Shares and voting rights in the Company will be 2,061,845,992. The Company does not hold any shares in treasury.

The above 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 and Transparency Rules.

Unless otherwise defined, all capitalised terms in this announcement are defined in the announcement released this morning at 10.21 a.m..

For further information:

Notes to Editors:

MelodyVR Ltd ("MelodyVR") is a wholly owned subsidiary of MelodyVR Group PLC, a company that is listed on the AIM market of the London Stock Exchange under the ticker MVR.L. MVR, a creator of virtual reality content, joined AIM on 16 May 2016 following a reverse takeover of Armstrong Ventures plc. Further information can be viewed at www.melodyvr.com.

Prior to its publication, certain information contained within this announcement was deemed to constitute inside information for the purposes of Article 7 of EU Regulation 596/2014 ("MAR"). In addition, market soundings (as defined in MAR) were taken in respect of the Placing with the result that certain persons became aware of inside information (as defined in MAR), as permitted by MAR. This inside information is set out in this announcement and such information is now considered to be in the public domain. Accordingly, those persons that received inside information in a market sounding are no longer in possession of such inside information relating to the Company and its securities.

This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section of this Announcement.

Important Notices

The Ordinary Shares of the Company have not been and will not be registered under the US Securities Act of 1933, as amended.

The Placing Shares nor the Subscription Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or jurisdiction of the United States, and may not be offered, sold or transferred, directly or indirectly, in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.

Arden is regulated in the United Kingdom by the Financial Conduct Authority (the "FCA"). Each of Arden and Beech Hill Securities is acting exclusively for the Company and no one else in connection with the Placing, and Arden and Beech Hill Securities will each not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement.

Forward-looking statements

This announcement contains statements about MVR that are or may be deemed to be "forward-looking statements".

All statements, other than statements of historical facts, included in this announcement may be forward-looking statements. Without limitation, any statements preceded or followed by, or that include, the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "should", "anticipates", "estimates", "projects", "would", "could", "continue" or words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements include, without limitation, statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects and (ii) business and management strategies and the expansion and growth of the operations of MVR.

These forward-looking statements are not guarantees of future performance. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of any such person, or industry results, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. Investors should not place undue reliance on such forward-looking statements and, save as is required by law or regulation (including to meet the requirements of the AIM Rules, MAR, the Prospectus Rules and/or the FSMA), MVR does not undertake any obligation to update publicly or revise any forward-looking statements (including to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based). All subsequent oral or written forward-looking statements attributed to MVR or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. All forward-looking statements contained in this announcement are based on information available to the Directors of MVR at the date of this announcement, unless some other time is specified in relation to them, and the posting or receipt of this announcement shall not give rise to any implication that there has been no change in the facts set forth herein since such date.

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment").

Notwithstanding the Target Market Assessment, Distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; Placing Shares offer no guaranteed income and no capital protection; and an investment in Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Arden will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to Placing Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

Annex

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them in accordance with the Market Abuse Regulations