MYSL.L Regulatory News (MYSL)

This announcement contains information which is being disclosed as "inside information" under the market abuse regime.

The information contained in this announcement is restricted and is not for publication, release or distribution in the United States of America, Canada, Australia, Japan or South Africa.

8 October 2020

MySale Group plc

(the "Company", "MySale" or the "Group")

Subscription for approximately £5.1 million

MySale (AIM: MYSL) is pleased to announce a proposed direct subscription to raise approximately £5.1 million (approximately A$9.3 million), before expenses, through a subscription for 85,225,129 new ordinary shares ("Subscription Shares") in the Company at a subscription price of 6.0 pence per ordinary share (the "Subscription Price") by entities associated with Gabby Leibovich, Hezi Leibovich and Nati Harpaz (together, the "Subscription").

Gabby Leibovich and Hezi Leibovich, founders of Catch.com.au and Nati Harpaz, the former-CEO of Catch.com.au (together the "Investors"), successfully built Catch.com.au into one of Australia's most successful online retailers, which included an inventory business as well as a successful marketplace which had more than two million products available for Australian consumers.

The Company intends to use a proportion of the proceeds as capital investment in technology to expand and develop its marketplace platform. The Company has been taking advantage of inventory available around the world and the proceeds will enable further selective investment in inventory to continue to improve brand and inventory mix.

The Company has been cash positive for the last six months and this additional investment of A$9.3m gives total net cash in excess of A$12m to grow the business.

Details of Subscription and Total Voting Rights

The Company has entered into a Subscription Agreement with entities associated with each of the Investors pursuant to which they have agreed to subscribe for the Subscription Shares at the Subscription Price. The Subscription Agreement is conditional only upon receipt of the subscription proceeds by the Company and on Admission of the Subscription Shares to AIM.

The Subscription Shares represent 10.0% of the Company's existing issued share capital at the date of this announcement and will represent approximately 9.1% of the Company's enlarged issued share capital immediately following the issue of the Subscription Shares. The Subscription Shares have been issued under the Company's existing authorities approved by shareholders at the Company's Annual General Meeting held on 30 December 2019.

The Subscription Shares will be allotted and issued fully paid and will, on issue, rank pari passu with the existing ordinary shares. Application has been made for admission of the Subscription Shares to trading on AIM, with an anticipated admission date of 13 October 2020. Following admission of the Subscription Shares the Company's total issued share capital will be 937,476,416 Ordinary Shares.

There are 7,542,614 ordinary shares held in treasury therefore, the total number of voting rights in the Company is 929,933,802. This 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 Company under the FCA's Disclosure and Transparency Rules.

Carl Jackson, CEO of MySale, commented:

"We are delighted to welcome Gabby, Hezi and Nati as substantial shareholders in our business. Being able to attract investors of this calibre is extremely rewarding and is a testament to our team and the strength of our differentiated business model. This investment will further enhance MySale's ANZ First Strategy as we seek to scale our marketplace platform with leading brands across a wide range of new categories to complement our already established international and domestic fashion, footwear, accessories and beauty categories.

We pride ourselves on offering flexible solutions for our partners and we continue to scale the number of international partners selling on our platform, providing them with a perfect counter seasonal solution to what has been a very difficult trading period due to COVID-19.

As a business, we are well positioned to take advantage of the accelerated shift to online and, as the quality and number of partners working with us continues to grow, we stand to capitalise further from this long term structural change.

We have experienced a strong start to the year as we enter the peak trading season. During the past year we have restructured our cost base taking out significant unnecessary costs, improved the margins and are now moving to scale the business."

Simon Hockridge

Giles Robinson

Pete Lambie

The information contained within this announcement is deemed to constitute inside information for the purposes of article 7 of the Market Abuse Regulation (EU) no. 596/2014 ("MAR") and is disclosed in accordance with the Company's obligations under article 17 of MAR. Upon the publication of this announcement, this inside information is now considered to be in the public domain. The person responsible for arranging the release of this information is Carl Jackson, Chief Executive Officer of the Company.

About MySale

MySale is a leading international online retailer with established retail websites in Australia, New Zealand and South-East Asia. Founded in 2007, the Group provides customers with access to outstanding brands and products at discounted prices whilst simultaneously providing brand partners with unique international inventory and sales solutions. The Group operates an Inventory Light Marketplace Platform in ANZ and SE Asia for domestic and international brands and offers a number of solutions for its partners including Marketplace Seller; Dropship; Fulfilment By MySale: Bulkship; Fulfilment By MySale: In-Stock and Own-Stock. MySale's core product categories are womenswear, menswear, footwear, sports, health & beauty, homewares, technology and personalised gifts. Customers' shopping experiences are enhanced by the Group's deployment of leading edge technology to ensure personalised and localised product offerings.

The Group operates 12 websites in five countries; OzSale, BuyInvite, DealsDirect, OO, Top Buy and IdentityDirect in Australia; NzSale, Buyinvite and IdentityDirect in New Zealand; SingSale in Singapore, and MySale in Malaysia and Hong Kong.

Important Notices

Neither this Announcement, nor any copy of it, may be taken or transmitted, published or distributed, directly or indirectly, in or into the United States, Australia, Canada, Japan, New Zealand or the Republic of South Africa or to any persons in any of those jurisdictions or any other jurisdiction where to do so would constitute a violation of the relevant securities laws of such jurisdiction. This Announcement is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for any shares in the capital of the Company in the United States, Australia, Canada, Japan or the Republic of South Africa or any other state or jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. Any failure to comply with these restrictions may constitute a violation of securities laws of such jurisdictions. The Subscription Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an applicable exemption from the registration requirements of the US Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States.

There is no intention to register any portion of the Subscription in the United States or to conduct any public offering of securities in the United States or elsewhere. All offers of Subscription Shares will be made pursuant to an exemption under the Regulation (EU) 2017/1129 (the "Prospectus Regulation") as amended from time to time from the requirement to produce a prospectus. No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Prospectus Regulation) to be published. Persons needing advice should consult an independent financial adviser.

Members of the public are not eligible to take part in the Subscription. This Announcement is for information purposes only and is directed only at: (a) persons in Member States of the Economic European Area who are qualified investors within the meaning of article 2(1)(e) of the Prospectus Regulation ("Qualified Investors"); and (b) in the United Kingdom, Qualified Investors who are persons who (i) have professional experience in matters relating to investments falling within the definition of "investments professional" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); (ii) are persons falling within article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc") of the Order; or (iii) are persons to whom it may otherwise be lawfully communicated; (all such persons together being referred to as "Relevant Persons"). This Announcement must not be acted on or relied on by persons who are not Relevant Persons.

The distribution of this Announcement and the offering of the Subscription Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, and/or N+1 Singer that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and N+1 Singer to inform themselves about, and to observe, such restrictions.

This Announcement is not being distributed by, nor has it been approved for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended ("FSMA"), by a person authorised under FSMA. This Announcement is being distributed to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply.

Persons (including without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any action.

This Announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty, express or implied, is or will be made by N+1 Singer, or by any of its partners, directors, officers, employees, advisers, consultants, affiliates or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to any interested person or its advisers, and any liability therefore is expressly disclaimed. None of the information in this Announcement has been independently verified or approved by N+1 Singer or any of its partners, directors, officers, employees, advisers, consultants, affiliates or agents. Save for any responsibilities or liabilities, if any, imposed on N+1 Singer by FSMA or by the regulator regime established under it, no responsibility or liability is accepted by N+1 Singer or any of its partners, directors, officers, employees, advisers, consultants, affiliates or agents for any errors, omissions or inaccuracies in such information or opinions or for any loss, cost or damage suffered or incurred howsoever arising, directly or indirectly, from any use of this Announcement or its contents or otherwise in connection with this Announcement or from any acts or omissions of the Company in relation to the Subscription.

N+1 Singer, which is authorised and regulated in the United Kingdom by the FCA, is acting solely for the Company and no-one else in connection with the transactions and arrangements described in this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the transactions and arrangements described in this Announcement. Neither N+1 Singer nor its partners, directors, officers, employees, advisers, consultants, affiliates or agents are responsible to anyone other than the Company for providing the protections afforded to clients of N+1 Singer or for providing advice in connection with the contents of this Announcement or for any other matters referred to herein. The responsibilities of N+1 Singer, as nominated adviser under the AIM Rules and the AIM Rules for Nominated Advisors, are owed solely to the London Stock Exchange and not to the Company, any of its directors, nor any other person in respect of a decision to subscribe for or acquire Subscription Shares.

Cautionary Statements

This Announcement may contain and the Company may make verbal statements containing "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company. As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. The information contained in this Announcement is subject to change without notice and except as required by applicable law or regulation (including to meet the requirements of the AIM Rules, MAR, the Prospectus Regulation Rules and/or FSMA), the Company expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statements are based. Statements contained in this Announcement regarding past trends or activities should not be taken as representation that such trends or activities will continue in the future. You should not place undue reliance on forward-looking statements, which speak only as of the date of this Announcement.

No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future years would necessarily match or exceed the historical published earnings per share of the Company.

This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Subscription Shares. Any investment decisions to buy Subscription Shares in the Subscription must be made solely on the basis of publicly available information, which has not been independently verified by N+1 Singer.

The Subscription Shares to be issued pursuant to the Subscription will not be admitted to trading on any stock exchange other than AIM, a market operated by the London Stock Exchange plc.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this Announcement.