One Media Regulatory News (OMIP)

One Media iP Group Plc - Placing to Raise £6 million and Notice of GM

PR Newswire

London, August 17

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement via a Regulatory Information Service ("RIS"), this inside information is now considered to be in the public domain.

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 AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

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 ROSSLYN DATA TECHNOLOGIES PLC OR ANY OTHER ENTITY IN ANY JURISDICTION.

18 August 2020

One Media iP Group plc("One Media" the "Company")

Placing to Raise £6 million;andNotice of General Meeting

One Media iP Group Plc (AIM: OMIP), the digital music rights acquirer, publisher and digital distributor, is pleased to announce that it has conditionally raised £6.04 million by the way of a firm placing of 20,284,000 new Ordinary Shares (the “Firm Placing”) and conditional placing of 66,058,550 new Ordinary Shares (the “Conditional Placing” and together with the Firm Placing, the “Placing”) at 7.0 pence per Ordinary Share. The Placing has been arranged by Cenkos Securities and the Placing Shares will rank, pari passu, in all other respects with the Company's Existing Ordinary Shares.

Placing Highlights

· Placing to raise £6.04 million through the conditional issue of 86,342,550 Placing Shares to new and existing institutional and other investors at 7.0 pence per Placing Share.

· The Placing Price equates to a 3.4 per cent. discount to the closing mid-market price of 7.25 pence on 17 August 2020.

· Placing Shares represent 38.9 per cent. of the Enlarged Share Capital.

Use of proceeds

The net proceeds of the Placing of £5.6 million will be used by the Company to fund the acquisition of exclusive rights to create and expand the Digital Assets over a portion of copyrights in performance and writers shares, primarily through the Harmony iP asset release program.

Firm Placing and Admission of Shares

The Firm Placing of 20,284,000 Ordinary Shares is within the Company’s existing authorities. As such application for the admission of the shares has been made to AIM, with admission expected to take place on 20 August 2020.

General Meeting

The Conditional Placing is conditional, inter alia, upon Shareholder approval at the General Meeting of the Company which will be held electronically at 11.00 a.m. on 4 September 2020.

In light of the ongoing Coronavirus pandemic and with a view to taking appropriate measures to safeguard its shareholders' health and make the General Meeting as safe and efficient as possible, the Company is invoking certain of the provisions of the Articles to hold the General Meeting as an electronic meeting only.

Should Shareholders wish to ask any questions in relation to the Placing or the Resolutions, which they may otherwise have asked at the General Meeting had they been in attendance, they are encouraged to contact the Company prior to the General Meeting by email to the Company Secretary at AGM@onemediaip.com with the subject line “GM Question”.

The Company will shortly be posting a Notice of General Meeting and an accompanying circular (the “Circular”) to existing shareholders following this announcement. All relevant documents will also be available to download from the Company website at omip.co.uk/investor-relations/.

Subject to, inter alia, the passing of the Resolutions at the General Meeting, 51,144,000 Ordinary Shares (Second Admission) are expected to be admitted to trading on AIM on or around 8.00 a.m. on 8 September 2020 and 14,914,550 Ordinary Shares (Third Admission) are expected to be admitted to trading on AIM on or around 8.00 a.m. on 9 September 2020.

One Media CEO, Michael Infante said:

"To have such a heavily oversubscribed fundraising, which also brings a significant number of new high-quality investors onto the register, is extremely pleasing. The level of demand for the Placing reflects the confidence existing and incoming investors have in One Media’s Harmony iP model and the ongoing strategy to capitalise on a market benefiting from significant tailwinds.

During the recent months the health and safety of our staff and stakeholders has been of paramount importance. The entire One Media team has been working harder than ever on a remote basis and I would like to thank everyone for their exceptional work throughout. The outlook is certainly exciting and we are looking forward to taking the business to the next level.”

1. Introduction

On 18 August 2020, the Company announced its intention to raise £6,043,979 (before expenses) by the placing of 86,342,550 new Ordinary Shares at a price of 7 pence per share.

The Placing consists of the Firm Placing and the Conditional Placing. The Firm Placing Shares were placed pursuant to existing authorities granted to the Directors at the Company’s general meeting held on 22 May 2020. The Firm Placing is conditional, inter alia, on First Admission which is expected will become effective, and dealings in the Firm Placing Shares are expected to commence, at approximately 8.00 a.m. on or around 20 August 2020.

The Conditional Placing will be split into the EIS/VCT Placing and the General Placing. As such the Conditional Placing Shares (consisting of the EIS/VCT Placing Shares and General Placing Shares) will occur over two Business Days to assist investors in the EIS/VCT Placing Shares to claim certain tax reliefs available to EIS and VCT investors. Subject to, inter alia, the passing of the Resolutions at the General Meeting, the EIS/VCT Placing Shares are expected to be admitted to trading on AIM on or around 8.00 a.m. on 8 September 2020, being one Business Day prior to admission to trading on AIM of the General Placing Shares, which are expected to be admitted to trading on AIM on or around 8.00 a.m. on 9 September 2020. The allotment of the EIS/VCT Placing Shares will be conditional on Second Admission occurring. The allotment of the General Placing Shares will be conditional on Third Admission occurring. Shareholders and potential investors should be aware of the possibility that the Second Admission and Third Admission may not occur.

The Placing has not been underwritten. For the Conditional Placing to proceed, the Company requires Shareholder approval to authorise the Directors to allot the Conditional Placing Shares and dis-apply statutory pre-emption rights in relation to the issue of the Conditional Placing Shares.

The passing by Shareholders of the Resolutions at the General Meeting will give the Directors the authority required to allot the Conditional Placing Shares as further described in section 9 of this announcement. Subject to all relevant conditions being satisfied (or, if applicable, waived).

I am writing to set out the background to and reasons for the Placing and to give you notice of the General Meeting to be held at 11.00 am on 4 September 2020, formal notice of which is set out at the end of the Circular. The General Meeting is being convened for the purpose of proposing the Resolutions. The passing of the Resolutions is a condition to completion of the Conditional Placing. The Directors intend to vote (or procure a vote) in favour of all of the Resolutions in respect of their own beneficial holdings totaling 25,709,885 Ordinary Shares, representing approximately 19 per cent of the Existing Ordinary Shares.

2. Background to and reasons for the Placing

Historically the Company has sought to acquire the full Rights over a catalogue. The Company has identified and developed an alternative model which it has termed “Harmony iP” which allows Rights Owners to partially dispose of exclusive permission to create the Digital Assets over a portion of their Rights as opposed to a full disposal of all of them.

Harmony iP

The Company has developed the Harmony iP program which enables Rights Owners to capitalise on future earnings. Harmony iP exchanges exclusive rights to create and expand the Digital Assets over a portion of copyrights in performance and writers shares in return for a lump sum payment, calculated as a percentage of the agreed total value of the relevant intellectual property. The Rights Owner will continue to receive royalties for their remaining portion of Rights held.

Harmony iP enables the Company to diversify its portfolio of assets and acquire exclusive permission to create the Digital Assets over Rights with recurring income streams at favorable multiples. The Company’s recurring income model is already linked to a number of recording artists in the 60+ age bracket who the Directors believe are likely to look at alternative income opportunities as a result of the COVID-19 pandemic.

Initially 10 artist deals will be sought with deal sizes varying between £180,000 (low end) to £400,000 (medium) and £1 million (high end). Currently One Media is in discussions with approximately 15 artists.

The Directors believe that the Harmony iP model provides Rights holders with significant advantages over the current options available to them and to their knowledge there are currently no competitors in the industry with a comparable offering.

The Market

Royalties are generated from music sales and monetised in several ways, with income from composition and performance Rights. A typical music track generally enjoys initial success and 5 to 7 years after its peak falls into a regular income stream. After 10 years a track income is usually fairly robust and perhaps only approximately 10 per cent. of its original income stream, making legacy content an attractive acquisition.

Harmony iP is effectively an equity release program, targeted at primarily composer’s Rights, which typically extend to 70 years after a composer’s death.

Currently a successful composer leverages Rights to a multi-track catalogue in several forms:

- an advance from a publisher for a fixed term of exploitation which is fully recoupable against earnings (the Rights Owner receives a lump sum and then nothing until the advance is recouped);

- complete a sale of catalogue rights and/or a part of them in return for a lump sum;

- a bank loan (typically 25% of annual income for a maximum of 5 years); and

- a music bond (also known as a Bowie bond or Pullman bond) being an asset-backed security which uses as collateral the royalty streams from album sales and live performances.

Goldman Sachs recently forecasts a 75% decrease in live music revenue in 2020 as a result of COVID-19, however, streaming revenue is predicted to rise 18%. The fall in live music and touring income is expected to affect older artists who are more susceptible to the adverse effects of COVID-19 and who may not wish to tour even after lockdown is over. This follows on from 2019 growth of 8.2% in the global recorded music market to revenues of US$20.2 billion. Of this growth, 2019 streaming revenue grew 22.9% to US$11.4 billion and is forecast to grow to $37.2 billion by 2030 (paid for and ad-supported streaming).

The Company competes with small records labels; digital retailers (such as Spotify, Amazon, Apple Music) who may choose to sign direct deals with recording artists or recorded music companies; other music funds focusing on revenue yielding content (i.e. Hipgnosis Fund); and recording artists, who may choose to distribute their own work.

3. Information on the Company

One Media is primarily a music Rights Owner and digital distributor focused on the acquisition and exploitation surrounding recorded music, publishing and the writer’s shares of income and video intellectual property rights. The Company specialises in monetising intellectual property rights with proven, recurring income streams. It has a catalogue of over 200,000 tracks covering multiple genres, from pop to rock, country to classics and has invested over £10 million in catalogue acquisitions to date.

The Company has a deep understanding of digital content and the various industry monetisation models and, as such, offers Rights Owners a route in which to divest their music intellectual property holding and for investors to share in its potential success in corporate growth. The Company has experienced organic growth derived from the popularity of the streaming medium expanding into various genres of music, new demographic consumers and new territories. The Company’s targeted acquisition initiative of music content meets the consumer demand of emerging new markets.

The Company’s team of in-house creative technicians ensures that its existing and newly acquired content reaches its full potential for monetisation, by digitising and creating quality metadata prior to ingesting to over 600 digital retailers such as iTunes, Spotify, Amazon, YouTube and Google Play globally. In addition, the Company’s music is used for synchronisation in film, TV and digital gaming.

The Company is also continuing to develop its proprietary Software as a Service (SaaS) platform called "TCAT", the Technical Copyright Analysis Tool, developed as a means of automating the difficult and time-consuming task of monitoring digital music releases, for instances of unauthorised exploitation. The bespoke TCAT software is quick and powerful, capable of scanning legitimate global digital music stores for unauthorised and duplicated releases, and chart information. With 38% of global music listeners acquiring music through illegal means, it is potentially a $7 billion issue, and there is opportunity to improve and scale TCAT for wider use across the industry and other markets such as detecting fake uploading and providing instant access to retail data and market insights. There are currently two major record labels and the world’s largest media distributor currently subscribed to TCAT on a retained basis.

4. Use of Proceeds

The Company intends to use the proceeds of the Placing for the acquisition of exclusive rights to create and expand the Digital Assets over a portion of copyrights in performance and writers shares, primarily through the Harmony iP asset release program.

5. Current Trading

The Company announced its half year results for 6 months ended 30 April 2020 on 29 June 2020, which stated operations had been unimpacted by COVID-19, and showed revenues had increased by 28% to £2,032,598 (H1 2019: £1,585,687), operating profit increased by 98% to £563,257 (H1 2019: £284,360) and EBITDA increased 93% to £757,678 (H1 2019: £392,192) and operating profit margins were at 27.7%. Based on the Company’s full year 2019 results to 31 October 2019, the Company has a free cash flow yield of 11.2% (operating free cash flow to undiluted market capitalisation of the Existing Ordinary Shares at 7.5p per share).

As at 30 April 2020 the Company reported cash balances of £1,076,134 (H1 2019 £5,184,301).

The Company has expanded its catalogue following recent acquisitions which are expected to drive further growth of recurring income as strong market fundamentals, driven by increased streaming, further expand the sector. A scalable business model enables the Group to expand its geographical footprint and exploit its product offerings. Despite the uncertainty caused by COVID-19, the business has a robust recurring income model that lends itself to remote working, much like its major partners, and all of the Group’s business operations are continuing as normal and the Directors believe its focus on music streaming leaves the Group well positioned for the COVID-19 world.

6. Executive Directors and Senior Management

Claire Blunt, Independent Non-executive Chair

Claire is currently the chief operating officer and chief financial officer of Hearst UK. Prior to her current role Claire was chief financial officer of Hearst UK and took on the additional responsibilities of chief operating officer in 2017 to expand her role.

Prior to her roles at Hearst UK, Claire has served in lead financial and management roles at BrightHouse, Selecta Group, Hobbycraft and Staples.

Michael Infante, Founder & Chief Executive Officer

Michael started his career in 1976 in the food industry working for his family’s business, Creamery Fare. In 1988, after jointly orchestrating the sale of his family’s business to the publicly listed Hazlewood Foods PLC, he joined the music industry. He worked on the Royal Philharmonic Orchestra’s largest recording project as the executive producer for over 140 classical albums recorded at CTS studios in London.

In 1995 Michael co-founded Air Music & Media Group PLC (now MBL Plc), which was admitted to trading on the OFEX market (the former name of AQUIS) in 2000 and subsequently moved to AIM in 2001. Recognising the emerging digital market in 2005, Michael founded the Company.

Michael oversees the Company’s acquisition programme having introduced an acquisition policy for nostalgic audio/visual content and has made over 80 acquisitions to date of small music and TV content catalogues.

Steve Gunning, Finance Director & Company Secretary

Steve began his career with Barclays Bank plc, where he gained an extensive knowledge of the banking environment, both personal and corporate followed by a move to Dixons Group plc, working in the Finance department.

His career then took him to Share plc, an independent retail stockbroker, and to the position of Chief Accountant. After 8 years with Share plc he took a position as the company accountant for Kings Oak Homes Ltd (a subsidiary of Barratt Developments plc) responsible for group reporting.

In 2007 he joined e-Financial Management Ltd, managing a portfolio of clients providing outsourced finance solutions and expertise to SME’s, before starting his own company in 2012 and now provides strategic and financial support to a diverse set of clients in the manufacturing, property, retail, media and education sectors.

An Accountant with over 20 years’ experience in the finance industry, both managing the finance function for a wide range of companies and being part of the senior management team. He has a CIMA Diploma in Management Accounting and is a member of the Association of Accounting Technicians.

Alice Dyson-Jones, Commercial Director

After graduating from the London College of Music and Media with a degree in Photography & Media Arts (BA Hon), Alice started her career with media manufacturers, The VDC Group. Alice’s following twenty years’ experience expanded into management positions within sales and marketing.

In her role as Commercial Director she ensures that the Company is growing through targeted acquisitions of music content, expanding into various genres and territories that stand to see increased returns driven by the global growth of streaming. Ensuring the optimisation of the Company’s music iP through the 600+ digital retailers such as iTunes, Spotify, Amazon, YouTube and Google Play.

In September 2017, Alice was elected as a Director to the British Phonographic Industry (BPI) and is one of six Independent representatives on the BPI’s Council. The BPI is the UK record labels’ association that promotes British music and champions the UK’s recorded music industry – the world’s fourth largest and the biggest exporter of recorded music in the world after the US. The BPI helps to safeguard the rights of its members and of all the artists, performers and record label members of collecting body PPL – who collectively create around 99 per cent of all legitimate sales and streams of music in the UK.

Brian Berg, Independent Non-executive Director

Brian Berg is Chairman of Eclipse Global Entertainment. He also holds senior media and music consultancy roles for various major companies and is Executive Producer on the hit musical Dreamboats and Petticoats.

Prior to this Brian was the President of Universal Music Enterprises and a director of Universal Music, which is the biggest record company in the world.

Brian has been chairman of fundraising for the leading music industry charity Nordoff Robbins Music Therapy, as well as a governor of the school and is still very involved with the charity.

7. Information on the Placing

The Placing has conditionally raised a total of £6,043,979 before expenses through the placing of 86,342,550 new Ordinary Shares at the Placing Price to existing and new investors.

The Placing consists of the Firm Placing and the Conditional Placing. The Firm Placing Shares were placed pursuant to existing authorities granted to the Directors at the Company’s general meeting held on 22 May 2020. The Firm Placing is conditional on the Placing Agreement becoming unconditional in respect of those shares and First Admission, which it is expected will become effective, and dealings in the Firms Placing Shares are expected to commence, at approximately 8.00 a.m. on or around 20 August 2020.

The Conditional Placing will be split into the EIS/VCT Placing and the General Placing. As such the Conditional Placing Shares (consisting of the EIS/VCT Placing Shares and General Placing Shares) will occur over two Business Days to assist investors in the EIS/VCT Placing Shares to claim certain tax reliefs available to EIS and VCT investors.

Subject to, inter alia, the passing of the Resolutions at the General Meeting, the EIS/VCT Placing Shares are expected to be admitted to trading on AIM on or around 8.00 a.m. on 8 September 2020, being one Business Day prior to admission to trading on AIM of the General Placing Shares, which are expected to be admitted to trading on AIM on or around 8.00 a.m. on 9 September 2020. The allotment of the EIS/VCT Placing Shares will be conditional on Second Admission occurring. The allotment of the General Placing Shares will be conditional on Third Admission occurring. Shareholders and potential investors should be aware of the possibility that the Second Admission and Third Admission may not occur.

Although the Company currently expects to satisfy the relevant conditions for the Firm Placing Shares and EIS/VCT Placing Shares, and the Directors are not aware of any subsequent change in the qualifying conditions or the Company's circumstances that would prevent the Firm Placing Shares and EIS/VCT Placing Shares from being eligible for EIS and VCT investments on this occasion, neither the Directors nor the Company, nor Cenkos, nor any of its respective directors or their officers, employees, affiliates or advisers give any warranty or undertaking or other assurance that relief will be available in respect of any investment in the Firm Placing Shares and EIS/VCT Placing Shares, nor do they warrant or undertake or otherwise give any assurance that the Company will conduct its activities in a way that qualifies for or preserves its status. As the rules governing EIS and VCT reliefs are complex and interrelated with other legislation, if Shareholders, or other potential investors, are in any doubt as to their tax position, require more detailed information, or are subject to tax in a jurisdiction other than the United Kingdom, they should consult their professional adviser.

The Firm Placing Shares and EIS/VCT Placing Shares will be issued to investors seeking tax relief pursuant to the EIS Legislation and the VCT Legislation.

In connection with the Placing, the Company has entered into a Placing Agreement under which Cenkos has agreed, in accordance with its terms, to use its reasonable endeavours to procure subscribers for the Placing Shares at the Placing Price. The Placing has not been underwritten by Cenkos or any other person.

The Placing Agreement contains a customary indemnity given by the Company to Cenkos in respect of liabilities arising out of or in connection with the Placing. Cenkos is entitled to terminate the Placing Agreement in certain circumstances prior to each Admission.

The Placing Shares are not being made available to the public and are not being offered or sold in any jurisdiction where it would be unlawful to do so.

8. Related Party Transaction

Canaccord Genuity Group Inc. (“Canaccord”) has agreed to subscribe for 23,438,500 Placing Shares in the Placing, which will take its aggregate shareholding in the Company to 49,099,958 Ordinary Shares following Admission which will constitute 22.1 per cent of the Enlarged Share Capital (assuming there is no change in Canaccord’s notified position and no other issuance of shares by the Company between the date of this announcement and Admission).

The subscription for Placing Shares by Canaccord constitutes a related party transaction for the purposes of Rule 13 of the AIM Rules by virtue of such person being a substantial shareholder in the Company. The Directors consider, having consulted with Cairn Financial Advisers LLP, the Company’s nominated adviser for the purposes of the AIM Rules, that the terms of the transaction are fair and reasonable in so far as the Shareholders are concerned.

9. General Meeting

A notice convening a General Meeting of the Company to be held at 11.00 am on 4 September 2020 is set out in the Circular. In light of the ongoing Coronavirus pandemic and with a view to taking appropriate measures to safeguard its shareholders’ health and make the General Meeting as safe and efficient as possible, the Company is invoking certain of the provisions of the Articles to hold the General Meeting as an electronic meeting only.

How to Vote

In the usual way, we ask and encourage Shareholders to vote for the Resolutions by appointing the Chairman as the Shareholder’s proxy. A Shareholder may appoint one or more proxies to exercise all or any of their rights to attend, speak and vote at the General Meeting, provided that each proxy is appointed to exercise the rights attached to a different Ordinary Share or Ordinary Shares held by that Shareholder. A proxy need not be a member of the Company. Accordingly, Shareholders are encouraged to complete the enclosed Form of Proxy and return it either (i) by email to voting@shareregistrars.uk.com, (ii) by post to Share Registrars Ltd at The Courtyard, 17 West Street, Farnham, Surrey GU9 7DR or (iii) for Ordinary Shares held in CREST, through the CREST system. To be valid, the Form of Proxy (or other instrument appointing a proxy) must be received by 11.00 a.m. on 2 September 2020. We recommend, on this occasion and due to ongoing restrictions relating to the Covid-19 situation, that proxies are sent by email where possible.

In accordance with article 66.1 of the Articles, voting on the Resolutions will be conducted on a poll and there will be no show of hands. This means that your votes will be counted for all of your Ordinary Shares.

You will be able to submit a poll card (if you wish to change your votes contained in your completed Form of Proxy or if you have not completed a Form of Proxy) in a short window after the meeting has formally closed. Instructions on how to do this will be given on the electronic meeting platform.

How to Speak

If you wish to raise a question at the General Meeting, we ask that you submit your question in advance. We would politely remind you that the Directors will not answer questions relating to the individual rights of Shareholders at the General Meeting itself, but if you wish to submit such a question by email, we will respond to the extent we are able.

If you chose to submit a question, we will confirm to you at least 48 hours in advance of the meeting that the question will be addressed. Unless you specifically request otherwise, the Chairman will put your question to the meeting and identify you by name as the person who has put the question (in the same way as he would ask you to identify yourself at an in-person meeting). Conducting the meeting in this way will allow everyone present to clearly hear the question and answer.

In addition, there will be a short period at the start of the meeting for additional questions, but we would be very grateful if any matters could be raised in advance, as this will enable questions to be dealt with expediently.

Questions on the day will be taken by Shareholders using the electronic “raise your hand” feature or typing their question into the Q&A box in the meeting. You will be kept on mute by the meeting host unless and until you are invited to ask your question(s).

Please submit any questions by email to the Company Secretary at AGM@onemediaip.com with the subject line “GM Question”.

On the Day of the Meeting

The General Meeting will take place at 11.00 am on 4 September 2020.

You will be asked to enter a password to gain access to the General Meeting. This code can be found on the bottom section of your Form of Proxy. If you are returning the Form of Proxy by post, please detach and keep this portion of the Form of Proxy before returning it.

When the General Meeting opens at the appointed time, you will be able to see and hear the Chairman. The Chairman will open the meeting and address any questions that have been submitted in advance. There will then be a short opportunity for Shareholders to put any additional questions. Shareholders should indicate if they would like to ask a question using the electronic “raise your hand” feature or by typing their question into the Q&A box in the meeting. All attendees will remain muted by the host unless and until they are invited to ask a question.

The Chairman will then formally put the Resolutions to the General Meeting and advise of the proxy votes received in advance.

The meeting will then formally close.

As Shareholders exit the meeting, they will have the option to submit an electronic poll card to record their vote. If you (a) have already submitted a proxy instruction and do not wish to change your vote; or (b) do not wish to vote, you can click on the button to skip this step.

The voting facility will switch off 30 minutes after the close of the General Meeting.

The results of the General Meeting will be announced by RNS and posted to the Company’s website www.omip.co.uk on the day of the meeting. The full poll results will also be published on this website at the same time.

Business of the General Meeting

The business to be considered at the General Meeting is set out in the Notice of General Meeting in the Circular. The Conditional Placing is conditional upon, among other things, the passing of the Resolutions.

At the annual general meeting of the Company held on 22 May 2020, Shareholders passed resolutions in order to inter alia: (i) grant the Directors authority to allot equity securities up to a maximum nominal value of £203,000; and (ii) disapply statutory pre-emption rights to allow the allotment by the Directors of equity securities for cash up to an aggregate nominal value of £102,000 without the requirement for such equity securities to be first offered to existing Shareholders. The issue of the Conditional Placing Shares, together with other relevant prior allotments, renders the second of these authorities insufficient to allow the issue of the Conditional Placing Shares to proceed without further Shareholder approval. Accordingly, the Conditional Placing is conditional on Resolutions 1 and 2 being passed.

The Company is therefore proposing that Shareholders pass the Resolutions in order to:

(1) grant authority to the Directors under section 551 of the Act, to allot Ordinary Shares up to a maximumaggregatenominalamount of £330,293 beingthemaximumrequiredthepurposesof issuing the Conditional Placing Shares; and

(2) theunder570oftheAct,toallot the ConditionalPlacingonanonbasis.

Each of the authorities sought at the General Meeting will be in addition to the authorities granted at the 2020 AGM. These authorities will expire on the earlier of 31 May 2021 and the end of the AGM in 2021.

10. EIS and VCT Status

Venture Capital Trusts

The Board understands that the VCT Placing Shares should represent a “qualifying holding” for the purpose of investment by VCTs. The continuing status of the VCT Placing Shares as a qualifying holding for VCT purposes will be conditional, inter alia, on the VCT Placing Shares being held as a qualifying holding for VCT purposes throughout the period of ownership. It is the Board’s intention that the Company will continue to meet the VCT provisions so that it continues to be a qualifying company for these purposes. However, neither the Company nor any of the Directors give any representation, warranty or undertaking that any investment in VCT Placing Shares will remain a qualifying holding, including in the event that the Board believes that the interests of the Company and its shareholders as a whole are not best served by preserving the VCT status, or as a result of changes in legislation.

Enterprise Investment Scheme

The Company intends to issue compliance certificates in respect of the EIS Placing Shares to the relevant individuals under section 204 of the ITA following authorisation from HMRC of properly completed compliance statements (EIS 1 forms) submitted within the prescribed time limit stipulated in section 205(4) of the ITA. The submission of such compliance statements by the Company does not guarantee EIS qualification for an individual, whose claim for relief will be conditional upon his or her own circumstances and is subject to holding the EIS Placing Shares throughout the relevant three-year period.

In addition, for EIS relief not to be withdrawn, the Company must comply with a number of conditions throughout the qualifying period relating to those shares.

The following paragraphs provide a general outline of EIS tax reliefs that may be available to individual investors. Any potential investor should obtain independent advice from a professional adviser in relation to their own particular circumstances.

In summary, EIS relief may be available when a qualifying company issues shares, the purpose of which is to raise money for a qualifying business activity. A qualifying business activity includes a qualifying trade which, broadly, comprises a trade that is conducted on a commercial basis with a view to the realisation of profits and which does not comprise any excluded activities. In order to qualify, the EIS shares must be subscribed for in cash, be fully paid up at the date of issue and must be held, broadly, for three years after they were issued.

EIS income tax relief is available to individuals only. The current relief provides for 30 per cent of the amount invested to be set against an individual’s liability to income tax for the tax year in which the EIS investment is made, available up to a maximum of £1 million (or £2 million provided at least £1 million is invested in knowledge-intensive companies) per tax year. This relief can be ‘carried back’ to the previous tax year but may not be carried forward.

This relief is only available to individuals who are not connected to the Company in the period of two years prior to and three years after the subscription. Broadly, an individual in connected with the issuing company if they or their associates are employees or directors of the Company or have an interest in more than 30 per cent of the Company’s ordinary share capital.

Where EIS income tax relief has been given and has not been withdrawn, any gain on the subsequent disposal of the shares in qualifying circumstances is generally exempt from capital gains tax. If the shares are disposed of at a loss, capital gains tax relief will generally be available for that loss net of any income tax relief previously given. Alternatively, an election can be made to set that loss (less any income tax relief already given) against income of that tax year or the preceding tax year.

Individuals who have realised gains on other assets may be able to defer a capital gains tax liability arising on such gains by making a claim to reinvest an amount of those gains against the cost of EIS Placing Shares, where the subscription for EIS Placing Shares takes place within one year before or up to three years after the disposal of the assets. Such deferred gains will become chargeable on a disposal or deemed disposal of the EIS Placing Shares.

11. Admission, Settlement and CREST

Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. It is expected that First Admission will become effective and that dealings in the Firm Placing Shares will commence at 8.00 am on or around 20 August 2020. On the assumption that, among other things, the Resolutions are passed, it is expected that Admission of the EIS/VCT Placing Shares will become effective and that dealings in the EIS/VCT Placing Shares will commence at 8.00 a.m. on or around 8 September 2020 (Second Admission) and Admission of the General Placing Shares will become effective and that dealings in the General Placing Shares will commence at 8.00 am on or around 9 September 2020 (Third Admission).

The Articles permit the Company to issue shares in uncertificated form. CREST is a computerised paperless share transfer and settlement system which allows shares and other securities to be held in electronic rather than paper form. The Ordinary Shares are already admitted to CREST and therefore the Placing Shares will also be eligible for settlement in CREST. CREST is a voluntary system and Shareholders who wish to retain certificates will be able to do so on request.

12. Action to be taken by Shareholders in respect of the General Meeting

Shareholders will find enclosed with the Circular a Form of Proxy for use at the General Meeting.

Shareholders are encouraged to complete and return the Form of Proxy by email to voting@shareregistrars.uk.com or by post to the Company’s registrar, Share Registrars Ltd, at The Courtyard, 17 West Street, Farnham, Surrey GU9 7DR in accordance with the instructions printed thereon as soon as possible. To be valid, the Form of Proxy provided or other instrument appointing a proxy must be received by email at voting@shareregistrars.uk.com or by post at the offices of Share Registrars Ltd, the Company’s registrar, at the address shown on the Form of Proxy. For proxy appointments to be valid, they must be received no later than 11.00 a.m. on 2 September 2020.

Although Shareholders are encouraged to vote by proxy, completion and return of a Form of Proxy will not prevent you from participating in the electronic General Meeting and submitting a poll card following the meeting to change your vote should you wish to do so.

The Board is recommending that Shareholders support all the Resolutions before the General Meeting by returning your proxy instruction by post or by email to voting@shareregistrars.uk.com as indicated in the Form of Proxy.

13. Recommendation

The Directors believe that the Resolutions to be proposed at the General Meeting are in the best interests of the Company and Shareholders as a whole and unanimously recommend that you vote in favour of them as they intend to do (or procure to be done) in respect of their own beneficial holdings totaling 25,709,885 Ordinary Shares, representing approximately 19 per cent of the Existing Ordinary Shares.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Notes:

PLACING STATISTICS

Note:

(1) Assuming that no other Ordinary Shares (other than the Placing Shares) will be issued in the period between the date of this announcement and completion of the Placing.

DEFINITIONS

The following definitions apply throughout this announcement unless the context requires otherwise: