TIDMMOS
RNS Number : 6292Q
Mobile Streams plc
01 December 2016
1 December 2016
Mobile Streams plc
("Mobile Streams" or the "Company")
Proposed placing of 39,418,000 new Ordinary Shares at a price of
4 pence per Ordinary Shares to raise GBP1.6 million
-- Mobile Streams (AIM: MOS) is pleased to announce its
intention to conduct a placing of 39,418,000 new Ordinary Shares in
the Company (the "Placing Shares"), at a price of 4 pence per share
(the "Placing Price") to raise approximately GBP1.6 million (before
expenses) (the "Placing").
-- The Placing Shares are being offered by way of an accelerated
bookbuild ("Bookbuild"), which will be launched immediately
following this announcement. Nplus1 Singer Advisory LLP ("N+1
Singer") will be acting as sole bookrunner in connection with the
Bookbuild.
-- The net proceeds of the Placing will be used to finance the
rapid growth in working capital required by the Company's plans and
to enable the Company to commit to its proposed marketing spend in
India through to the end of the next financial year in 2018.
-- The Company highly values its private investor base and is
therefore opening this opportunity to individual investors through
PrimaryBid.com before 5:00 p.m. on 1 December 2016. Further
announcements will be made shortly in connection with this
offer.
-- The Placing is conditional on, inter alia, the passing of the
Placing Resolutions to be proposed at a General Meeting expected to
be held at the offices of Memery Crystal LLP at 44 Southampton
Buildings, London WC2A 1AP at 12.00 pm on 19 December 2016. A
circular which will provide further details of the Placing and
include a notice convening the General Meeting (the "Circular"), is
expected to be sent to Shareholders and be available on the
Company's website in the coming few days.
Simon Buckingham, Chief Executive Officer, said: "As announced
at the time of our recent results announcement, we are refocusing
our business and looking to utilise our significant experience of
running mobile games services in Latin America to develop our
ad-funded games service and subscription services in India. The
proposed fundraising will provide us with the working capital we
require to commit to our planned marketing spend in India."
Expected timetable
Closing of Bookbuild 5.00 p.m. on 1 December
2016
Announcement of completion 7.00 a.m. on 2 December
of the Placing and Bookbuild 2016
Posting of the Circular and 2 December 2016
Form of Proxy
Latest time and date for 12.00 p.m. on 15 December
receipt of Forms of Proxy 2016
for the General Meeting
Time and date of General 12.00 p.m. on 19 December
Meeting 2016
Admission and commencement 8.00 a.m. on 20 December
of dealings in the 2016
New Ordinary Shares
Terms used but not defined in this announcement shall have the
meanings given to such terms in the Circular. This announcement
contains 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. Therefore, 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.
Enquiries:
Mobile Streams plc +1 347 669 9068
Simon Buckingham, Chief
Executive Officer
Enrique Benasso, Chief
Financial Officer
Nplus1 Singer Advisory
LLP
Nominated Adviser and
Broker +44 (0)20 7496 3000
Alex Price
Alex Laughton-Scott
Details of the Placing
1. Introduction and summary
The Company today announces its intention to raise approximately
GBP1.6 million (before expenses) by way of a placing of 39,418,000
new Ordinary Shares at a Placing Price of 4 pence each. The Placing
is not being underwritten. Further details and terms of the Placing
are described below.
The Company highly values its private investor base. Given the
longstanding support of shareholders, including a large number of
private shareholders, the Company believes that it is appropriate
to provide private and other investors with an opportunity to
participate in this issue of New Ordinary Shares alongside
institutional investors. The Company therefore intends to open this
opportunity to individual investors through PrimaryBid.com and
further announcements will be made shortly in connection with this
offer.
The Placing is conditional subject, amongst other things, on the
passing of the Placing Resolutions at the General Meeting, which
will be proposed to grant the Directors the necessary authority and
power to allot the Placing Shares and any shares that may be
subscribed for by private investors via Primarybid for cash on a
non-pre-emptive basis, and Admission.
2. Background to and reasons for the Placing
As announced at the time of the Company's results to 30 June
2016, Mobile Streams has focused on three main objectives in its
recent business trading:
-- expansion into India;
-- stabilisation of its Latin American business primarily in Argentina; and
-- seeking to minimise net cash outflow.
Generally, the Company has sought to invest the profits from its
relatively mature Argentine operations into developing the Group's
fast growing India business and, in pursuit of that strategy, the
Company formed Mobile Streams India Private Limited in October 2015
to enable Mobile Streams to sign agreements with Indian mobile
network operators (MNOs), device manufacturers (OEM) and other
third parties and this is already proving to be successful. The
Directors believe that India represents the single biggest
opportunity for Mobile Streams over the last 15 years.
As per the strategy in Latin America, the focus in India is very
much on the recurrent revenue generating subscription service, with
both daily and weekly subscription packages being trialled. The
Group's ad-funded Mobilegaming.com service was launched in February
2016 with the top three Indian mobile operators with marketing
campaigns coordinated by the same team responsible for the success
the Company has had in the Latin American region over the past
several years. Active subscriber numbers are steadily growing and
now exceed 75,000 in India. Active subscribers are measured as
consumers who have made a purchase from the Company in the country
in the past 60 days. For like-for-like comparability, this is the
same methodology the Company uses to measure active subscribers in
its other markets such as Argentina.
Looking ahead to the remainder of 2016 and beyond, the Company's
primary objectives are to secure mobile billing with the leading
seven or eight mobile operators in India, progressively increase
marketing spend to grow the active subscriber base, enhance the
Group's content and service offer by partnering with local Indian
companies and the launch of a browser based games service
(utilising HTML5) to become one of the leading destinations for the
existing 185 million Indian mobile gaming consumers. Mobile Streams
has signed contracts with two of the three largest Indian telecom
operators and contracts are close to finalisation with two other
significant operators giving a total addressable audience of around
600 million.
The Indian mobile market is growing rapidly. The entrance of
Reliance Jio 4G's network into the market this year and the recent
spectrum auction means the primary obstacle in the Indian mobile
games market of poor data connectivity is being addressed. A report
by Business Insider UK found that, India has yet to fulfil its
promise as the future engine of smartphone sales growth, but that
could change soon. The report showed that smartphones accounted for
approximately 44% of mobile shipments in India in Q2 2015. The
Directors are therefore confident in the prospects that the
opportunity in India affords the Company.
India benefits from a low cost of customer acquisition of
approximately $0.40-$0.70 (compared with approximately $0.50-$1.10
in Argentina), and the net lifetime value of a customer in India is
approximately $0.90 to Mobile Streams (compared with approximately
$1.15 to Mobile Streams in Argentina).
3. Use of proceeds
The net proceeds of the Placing will be used to finance the
rapid growth in working capital required by the Company's plans and
to enable the Company to commit to its proposed marketing spend in
India through to the end of the next financial year in 2018.
4. Current trading
The Company announced its final results for the 12 month period
ended 30 June 2016 on 10 November 2016. These results contained a
review of the period to 30 June 2016 together with details of any
material events since the period end. Trading since 30 June 2016
has been in line with the Directors' expectations.
5. Outlook
A recent report found that the Indian mobile computer gaming
market is where China was seven years ago with Chinese mobile
computer gaming revenue being currently 45 times larger than in
India. The Company has already achieved success in India with
direct contracts being signed with Vodafone and Idea which are
currently generating revenue for the Company. Added to this,
contracts are under negotiation with Aircel and BSNL which are
expected to launch in Q4 2016/Q1 2017 with numerous additional
early stage discussions ongoing with other network operators,
device manufacturer and mobile content companies in the mobile
sector. India is estimated to have the second largest English
speaking population in the world and, as outlined above,
significant growth is anticipated in smartphone users there.
The Directors consider that the Company is well positioned for
platform and content following 10 years of running mobile games
services around the world. They plan to utilise their significant
experience in Latin America to exploit the nascent Indian games
market. Currently, via its mobilegaming.com site, 2,500 games are
available on Android and Java devices with HTML5 games being
expected to launch in Q1 2017.
In the near-to-long term, the Company anticipates, on the basis
of its current strategy, being able to update shareholders on the
achievement of the following milestones:
-- subscriber base reaching 100,000 active subscribers;
-- launch of HTML5 games with Vodafone and Idea;
-- the launch of mobilegaming with BSNL;
-- the subscriber base reach 150,000 and then 250,000 active subscribers;
-- the launch of mobilegaming with Aircel; and
-- the subscriber base reaching 500,000 active subscribers and then 1.0m.
6. The Placing
The Company proposes to raise approximately GBP1.6 million
(before expenses) through the issue of the Placing Shares at the
Placing Price, which represents a discount of 50 per cent. to the
closing bid-price of 8 pence on 30 November 2016 being the last
business day immediately prior to the announcement of the
Proposals. Having considered the price at which the Ordinary Shares
are currently traded, and other market factors, the Directors have
resolved that the Placing Price is appropriate. The Placing Shares
will represent approximately 52 per cent. of the Company's issued
ordinary share capital immediately following Admission.
Pursuant to the terms of the Placing Agreement, N+1 Singer has
conditionally agreed to use its reasonable endeavours, as agent for
the Company, to place the Placing Shares with certain institutional
and other investors. The Placing has not been underwritten. The
Placing Agreement is conditional upon the Placing Resolutions being
duly passed at the General Meeting and Admission becoming effective
on or before 8.00 a.m. on 20 December 2016 (or such later time
and/or date as the Company and N+1 Singer may agree, but in any
event by no later than 8.00 a.m. on 30 December 2016). If any of
the conditions are not satisfied, the Placing Shares will not be
issued and all monies received from the placees will be returned to
them (at the placees' risk and without interest) as soon as
possible thereafter.
The Placing Agreement contains warranties from the Company in
favour of N+1 Singer in relation to, inter alia, the accuracy of
the information in this announcement and other matters relating to
the Group and its business. In addition, the Company has agreed to
indemnify N+1 Singer in relation to certain liabilities it may
incur in respect of the Placing. N+1 Singer has the right to
terminate the Placing Agreement in certain circumstances prior to
Admission, in particular, in the event of a breach of the
warranties given to N+1 Singer in the Placing Agreement, the
failure of the Company to comply with any of its obligations under
the Placing Agreement, the occurrence of an adverse change in
(amongst other things) national or international financial or
political conditions (which in the reasonable opinion of N+1 Singer
will or is likely to be prejudicial to the Group or to the Placing
or Admission), any event or omission occurs which materially and
adversely affects the financial position and/or prospects of the
Group or which in the opinion of N+1 Singer is or will or is likely
to materially and adversely affect the Group or the Placing or the
Group's situation is such that Admission may, in the opinion of N+1
Singer, be detrimental to the ordinary operation or reputation of
AIM.
The Company has agreed to pay certain fees and commissions to
N+1 Singer in respect of the Placing.
Application will be made for Admission and it is expected that
Admission will become effective and that dealings in the Placing
Shares will commence at 8.00 a.m. on 20 December 2016.
The Placing Shares will, if and when issued, rank pari passu in
all respects with the Existing Ordinary Shares including the right
to receive dividends and other distributions declared following
Admission.
7. Directors shareholdings
It is proposed that Simon Buckingham, Chief Executive Officer,
will participate in the Placing in the amount of 2,003,000 Ordinary
Shares.
Immediately following Admission (assuming the Placing is fully
subscribed), Simon Buckingham will hold 12,385,500 Ordinary Shares,
representing 16.18 per cent. of the then issued share capital of
the Company.
The participation by Simon Buckingham in the Placing constitutes
a related party transaction for the purposes of the AIM Rules. The
independent directors for the purposes of the Placing (being the
all of the remaining Directors save for Simon Buckingham), having
consulted with the Company's nominated adviser, N+1 Singer,
consider that the terms of the related party transaction are fair
and reasonable insofar as the Shareholders are concerned.
RISK FACTORS
An investment in the securities of the Company involves a high
degree of risk. Accordingly, prospective investors should carefully
consider the specific risk factors set out below in addition to the
other information contained in this announcement before investing
in the Ordinary Shares. The Directors consider the following risks
and other factors to be the most significant for potential
investors in the Company, but the risks listed do not purport to
comprise all those risks associated with an investment in the
Company and are not set out in any particular order of priority.
Additional risks and uncertainties not currently known to the
Directors may also have an adverse effect on the Company's
business.
If any of the following risks actually occur, the Company's
business, financial condition, capital resources, results or future
operations could be materially adversely affected. In this event,
the price of the Company's securities could decline and investors
may lose all or part of their investment.
Forward-looking statements
This announcement includes "forward-looking statements" which
include all statements other than statements of historical facts
including, without limitation, those regarding the Group's
financial position, business strategy, plans and objectives of
management for future operations and any statements preceded by,
followed by or that include forward-looking terminology such as the
words "targets", "plan", "project", "believes", "estimates",
"aims", "intends", "can", "may", "expects", "forecasts",
"anticipates", "would", "should", "could" or similar expressions or
the negative thereof. Such forward-looking statements involve known
and unknown risks, uncertainties and other important factors beyond
the Company's control that could cause the actual results,
performance or achievements of the Company to be materially
different from future results, performance or achievements
expressed or implied by such forward-looking statements. Such
forward-looking statements are based on numerous assumptions
regarding the Company's present and future business strategies and
the environment in which the Company will operate in the future.
Among the important factors that could cause the Company's actual
results, performance or achievements to differ materially from
those in forward-looking statements include factors in this section
entitled "Risk Factors" and elsewhere in this announcement. These
forward-looking statements speak only as at the date of this
announcement. The Company expressly disclaims any obligation or
undertaking to disseminate any updates or revisions in relation to
any forward-looking statements contained herein to reflect any
change in the Company's expectations with regard thereto or any
change in events, conditions or circumstances on which any such
statements are based. As a result of these factors, the events
described in the forward-looking statements in this announcement
may not occur. Prospective investors should be aware that these
statements are estimates, reflecting only the judgement of the
Company's management and prospective investors should not rely on
any forward-looking statements.
The Ordinary Shares should be regarded as a highly speculative
investment and an investment in Ordinary Shares should only be made
by those with the necessary expertise to fully evaluate the
investment. In addition to the usual risks associated with an
investment in a business which is at an early stage of development,
the Directors believe that the risks set out in this section should
be considered carefully by prospective investors before acquiring
Ordinary Shares. Prospective investors are advised to consult an
independent adviser authorised under FSMA (or equivalent in
jurisdictions outside the UK). If any of the events or
circumstances highlighted in this section of the announcement
actually occur, the Company may not be able to conduct its business
as currently planned, and its financial condition, operating
results and cash flows could be seriously harmed. In those
circumstances, the market price of the Ordinary Shares could
decline, and all or part of an investment in the Ordinary Shares
could be lost. No inference should be drawn as to the order in
which the following risk factors are presented relative to the
potential importance or effect of each listed factor.
PRINCIPAL RISK AND UNCERTAINTIES
Contracts with Mobile Network Operators
While Mobile Streams maintains relationships with numerous MNOs
in the various territories in which it operates, a small number of
MNOs account for a substantial proportion of the Company's
business. Contracts with MNOs are typically entered into on the
basis of an initial twelve month term, following which notice
periods as short as 30 days apply. The loss or underperformance of
any of the Company's contracts with MNOs could result in lower than
expected turnover. Contracts with MNOs establish the proportion of
the purchase price of a product receivable by Mobile Streams. The
renegotiation of any of the Company's contracts with MNOs could
result in lower than expected turnover or operating margins.
The Company seeks wherever possible to enter into contracts with
MNOs on an exclusive basis, such that Mobile Streams is the sole
provider of a range of products to an MNO's portal. If Mobile
Streams is unable to negotiate such contracts in the future, or
should any existing contracts become non-exclusive, the business,
financial condition and operating results of the Company could be
harmed.
Contracts with rights holders
The majority of content provided by Mobile Streams is licensed
from rights holders, and the Company's ability to enter into
revenue share agreements with MNOs and to attract customers through
its own portals will depend to a significant extent upon the range
and quality of content that Mobile Streams is able to source from
rights holders. While Mobile Streams is not dependent on any single
rights holder for its entertainment content, the termination or
non-renewal of any existing licensing relationship could result in
lower than expected turnover, and could adversely affect Mobile
Streams' business, financial condition and operating results.
Mobile Streams seeks to maximise its turnover by sourcing
entertainment content that it anticipates will attract high demand
from consumers. The Company can give no assurance that it will
predict consumer demand for entertainment content successfully.
Competition
The Company's business, financial condition and operating
results may be adversely affected by competition from alternative
providers of some or all of its products. Some of the products
which Mobile Streams supplies can be sold directly to MNOs by major
record labels without the need for an intermediary. In order to
compete successfully, the Company will need to continue to develop
its relationships with rights holders and MNOs. Other products can
be transmitted to mobile devices without the need for an
intermediary via alternative technologies.
The Company's competitors, and potential competitors, include
larger companies who have greater capital, research, marketing,
financial and personnel resources than those of Mobile Streams.
There can be no assurance that the Company's competitors and
potential competitors will not succeed in developing products or
technologies which would render the Company's products obsolete or
otherwise uncompetitive.
International customer base
Mobile Streams generates a significant part of its revenues from
customers outside of the UK. The Company expects that its sales
will continue to be made across a number of geographical regions
for the foreseeable future and as a result, the occurrence of any
negative international political, economic or geographical events
could result in significant revenue shortfalls. These shortfalls
could cause the Company's business to be harmed. Some of the risks
of doing business internationally include:
-- fluctuations in exchange rates;
-- unexpected changes in regulatory environments;
-- imposition of tariffs and other barriers and restrictions;
-- burdens of complying with a variety of foreign laws;
-- political and economic instability; and
-- changes in diplomatic and trade relationships.
Dependence on key persons
Loss of key management or other key personnel (including
regulated financial advisers), particularly to competitors, could
have adverse consequences for the Group. Whilst the Group has
entered into service agreements and/or letters of appointment with
each of its Directors and certain senior employees, the retention
of their services cannot be guaranteed. Furthermore, as the Group
expands it will need to recruit and integrate additional personnel
in a competitive market for qualified candidates. The Group may not
be successful in identifying and engaging sufficient suitably
qualified people or integrating them into the Group.
Intellectual property rights
The Group relies on a combination of trademarks, service marks
and domain name registrations, common law copyright protection and
contractual restrictions to establish and protect their
intellectual property. Any third party may challenge the Group's
intellectual property. The Group may incur substantial costs in
defending any claims relating to its intellectual property
rights.
There can be no guarantee that third parties have not and/or
will not manage to independently develop software with the same
functionality as the Group's products without infringing the
Group's intellectual property rights, and there can be no guarantee
that any such competing software would not have a material adverse
effect on the position, financial performance, prospects or
business of the Group.
Whilst it is impossible for the Directors to be aware of all
third party intellectual property, they are of the opinion on the
date of this announcement that the Group's products and services do
not infringe the intellectual property rights of any third party.
Third parties may potentially bring claims against the Group
purporting that the Group and/or the products or services it
delivers to customers infringe intellectual property rights
belonging to those third parties. Any such claims, with or without
merit, could be time consuming and expensive to defend or settle
and could divert management resources and information.
Technology risk
The Group operates in an industry where competitive advantage is
often dependent on technology. Technological developments may
reduce the effectiveness of the Group's existing systems. Staying
abreast of technological changes may require further investment by
the Group in the future. The Group's success depends in part upon
its ability to maintain and enhance its existing systems and to
develop and introduce new systems.
Management controls and reporting procedures and execution
The ability of the Company to implement its strategy in a
competitive market requires effective planning and management
control systems. The Company's future growth will depend on its
ability to expand and improve operational, financial and management
information and control systems in line with the Company's growth.
It will also depend on the Company's ability to develop services in
line with the trends followed by its target customers, to leverage
and expand its customer base and to provide quality products and
services to its customers.
RISK FACTORS RELATING TO INDIA
Doing business in India
Part of the Group's operations are located in India which
exposes it to risks over which it has no, or limited, control.
These may include economic, social or political instability or
change, currency non-convertibility or instability and changes of
laws affecting foreign ownership, government participation,
taxation, working conditions, exchange control and customs duties
as well as government control over domestic production which could
adversely affect the Group's financial condition and results of
operations.
Whilst the Indian economy has sustained growth over the last
several years and the Group's business plan is therefore based in
part on continued economic growth, any slowdown in the growth of
the Indian economy could have an adverse effect on the Group's
results of operations and financial condition.
The Group's contracts with mobile network operators in India are
governed by Indian law. The legal system in India is different to
that of the UK. This could result in risks such as: (i)
difficulties in obtaining effective legal redress in the courts of
such jurisdictions, whether in respect of a breach of law or
regulation, or in an ownership dispute; (ii) a higher degree of
discretion on the part of governmental authorities; (iii) lack of
judicial or administrative guidance on interpreting applicable
rules and regulations; (iv) inconsistencies or conflicts between
and within various laws, regulations, decrees, orders and
resolutions; (v) relative inexperience of the judiciary and courts
in such matters; and (vi) agreements in place may be susceptible to
revision or cancellation and legal redress may be uncertain or
delayed, the occurrence of any of which could have an adverse
effect on the Group's results of operations and financial
condition.
Enforcement of foreign awards in India
Courts in India may not enforce a provision of securities laws
of any jurisdiction that is either penal in nature or contrary to
public policy. An action brought pursuant to a public or penal law,
the purpose of which is the enforcement of a sanction, power or
right at the instance of the state in its sovereign capacity, is
unlikely to be entertained by Indian courts. Specified remedies
available under any jurisdiction, if they are considered to be
contrary to Indian public policy, would not be available under
Indian law or enforceable by Indian Courts.
Further, foreign judgments rendered by a superior court in any
country or territory outside of India may only be recognised in
India if such territory has been notified and/or declared to be a
reciprocating territory by the Government of India. The
enforceability of such judgments is subject to certain exceptions
under the Civil Procedure Code, 1908 as regards its conclusiveness
on any matter directly adjudicated upon.
If a judgment of a foreign court is not enforceable, a suit
would have to be filed based on the judgment. A party seeking to
enforce a foreign judgment in India is required to obtain prior
approval from the Reserve Bank of India under the Foreign Exchange
Management Act, 1999, as amended, to repatriate any amount
recovered pursuant to such enforcement. Any judgment in a foreign
currency would be converted into Indian rupees on the date of
judgment and not on the date of payment.
It is unlikely that a court in India would award damages on the
same basis as a foreign court if an action were brought in India.
Furthermore, it is unlikely that an Indian court would enforce a
foreign judgment if it viewed the amount of damages awarded as
excessive or inconsistent with public policy or practice in India.
It is difficult to predict whether a suit brought in an Indian
court will be disposed of in a timely manner or be subject to
untimely delay.
Any of these matters could make it difficult or impossible for
the Company to enforce foreign awards or judgments against contract
counterparties who are nationals or residents of India, including
any award or judgment relating to the agreements with mobile
network operators, and this could have a material adverse effect on
the Group's business, financial conditions and results of
operations.
Foreign country and political risk
A portion of the Group's activities are, and will be
increasingly, located in India and, consequently, the Group is
subject to certain risks, including possible political or economic
instability, changes in laws relating to property ownership and/or
state intervention in the operation of private businesses in
India.
Any changes in regulations or shifts in political attitudes are
beyond the control of the Group and may adversely affect the
Group's results of operations and/or financial condition.
The Group's financial performance and the market price of the
Ordinary Shares may be affected by changes in exchange rates and
controls, interest rates, changes in government policies, including
taxation policies, social and civil unrest and other political,
social and economic developments in or affecting India.
The Government of India has exercised and continues to exercise
significant influence over many aspects of the economy in India.
Since 1991, successive Indian governments have sought to pursue
policies of economic liberalisation and financial sector reforms,
including by relaxing restrictions on the private sector.
Nevertheless, the role of the Indian central and state governments
in the Indian economy as producers, consumers and regulators has
remained significant, and there is no guarantee that liberalisation
policies will continue. Recent governments have been multiparty
coalitions and have often faced difficulty in generating sufficient
cross-party support to implement reform-oriented policies or
initiatives. The rate of economic liberalisation could change, and
specific laws and policies affecting technology companies, foreign
investments, currency exchange rates and other matters affecting
investments in India could change as well. A significant change in
India's policy of economic liberalisation and deregulation or any
social or political uncertainties could adversely affect business
and economic conditions in India generally and the business,
financial condition, results of operations and prospects of the
Group.
Economic outlook
The Group's revenue is dependent on user subscription numbers so
the Group is sensitive to the impacts of the general economic
climate in India and on the population's propensity to spend on
mobile technology. Factors such as household disposable income,
sales seasonality, changing demographics and access to the internet
may affect demand for the Group's products. Global economic factors
may impact the costs of inputs and the Group's ability to pass on
such cost increases may be limited, affecting the Group's profit
performance.
Fluctuations in revenue and delay in receipt of net revenue
payment
The Group's revenues in India are difficult to forecast and,
given the early stage of its activities in India, may fluctuate
significantly between reporting periods as a result of factors that
are largely outside of the control of the Group. These factors
include delays in customer payments or the ability of its customers
to pay at all, fluctuations in the number of subscribers, seasonal
and economic patterns and trends and the discretionary nature of
consumer spending. In particular, the Group's model is dependent on
receiving the net revenue share payment from the mobile network
operators in India within 3 months of the revenue being incurred.
Should this payment not be received either within the anticipated
timeframe or, indeed, at all then the Group will be unable to
continue to fund its growth in India and may need to secure
external financing. Any of these factors may affect the markets for
the products and services the Group offers.
Foreign investment
India regulates ownership of Indian companies by foreigners,
although some restrictions on foreign investment have been relaxed
in recent years. These regulations and restrictions may apply to
the Group's ownership of Mobile Streams India Private Limited or
the provision of funding by the Group. For example, under its
Consolidated Foreign Direct Investment Policy, the Government of
India has specific requirements with respect to: (i) investments by
Indian companies owned or controlled by foreign entities; and (ii)
the transfer of ownership or control of Indian companies in certain
sectors from resident Indian persons or entities to foreigners in
India. Foreign direct investment is restricted in "retail trading"
businesses, with 51 per cent. foreign direct investment permitted
in multi-brand retail trading and 100 per cent. foreign direct
investment permitted in single brand retail trading, subject to, in
each case, prior approval from the Government of India and certain
other conditions specified in the consolidated foreign direct
investment policy.
These and other requirements, which currently include
restrictions on valuations and sources of funding for such
investments and may include prior government approval, may
adversely affect the Group's ability to make further investments in
India. As the Group does not and will not engage in "retail
trading" so long as these restrictions remain in place, the Group
may be unable to develop its business or take advantage of
acquisition or other growth opportunities in ways that would be
well suited to the existing business platform, which would
adversely affect the Group's business or prospects.
Repatriation of earnings and withholding tax
Under the current Indian tax legislation, any dividends declared
by Mobile Streams India Private Limited and received by the Company
would be subject to additional dividend distribution tax payable by
Mobile Streams India Private Limited at the rate of approximately
17 per cent. and such dividends would be exempt from taxation in
India in the hands of the Company. If any royalties and management
service charges are received by the Company from Mobile Streams
India Private Limited, they will be subject to withholding tax in
India. Withholding tax will be credited in the UK against any UK
tax on the Company on this income. Any changes to the current rules
relating to dividend distribution tax or withholding tax in India
or any other relevant jurisdiction could have a material adverse
effect on the business, financial condition, results of operations
and prospects of the Group.
APPIX - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE
PLACING.
THIS ANNOUNCEMENT, INCLUDING THIS APPIX AND THE INFORMATION
CONTAINED HEREIN (TOGETHER THE "ANNOUNCEMENT") IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, THE
REPUBLIC OF IRELAND, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF
SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT
HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTED
THAT IT WILL BE SO APPROVED.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN
ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS AS DEFINED IN
SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS
AMED ("QUALIFIED INVESTORS"), BEING PERSONS FALLING WITHIN THE
MEANING OF ARTICLE 2(1)(e) OF DIRECTIVE 2003/71/EC AS AMED,
INCLUDING BY THE 2010 PROSPECTUS DIRECTIVE AMING DIRECTIVE
(DIRECTIVE 2010/73/EC) AND TO THE EXTENT IMPLEMENTED IN THE
RELEVANT MEMBER STATE (THE "PROSPECTUS DIRECTIVE"); AND (B) IN THE
UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING
WITHIN ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMED (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 AND THE INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT
DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN MOBILE STREAMS PLC.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO
THE UNITED STATES. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE UNITED STATES SECURITIES ACT 1933, AS AMED
(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. SUBJECT TO CERTAIN
EXCEPTIONS AND AT THE SOLE DISCRETION OF THE COMPANY, THE PLACING
SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN
"OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE
WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN
ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING
SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM OR
ELSEWHERE. NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY
PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN
RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL
NOT BE ACCEPTED.
EACH PLACEE SHOULD CONSULT WITH ITS ADVISERS AS TO LEGAL, TAX,
BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES.
THE DISTRIBUTION OF THIS ANNOUNCEMENT, ANY PART OF IT OR ANY
INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN CERTAIN
JURISDICTIONS, AND ANY PERSON INTO WHOSE POSSESSION THIS
ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT
COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH
RESTRICTIONS.
No action has been taken by the Company, N+1 Singer Advisory LLP
("N+1 Singer") or any of their respective affiliates, agents,
directors, officers or employees that would permit an offer of the
Placing Shares or possession or distribution of this Announcement
or any other offering or publicity material relating to such
Placing Shares in any jurisdiction where action for that purpose is
required.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States (including its territories and possessions, any state of the
United States and the District of Columbia), Canada, the Republic
of Ireland, Australia, the Republic of South Africa, Japan or any
other jurisdiction in which the same would be unlawful. No public
offering of the Placing Shares is being made in any such
jurisdiction.
All offers of the Placing Shares will be made pursuant to an
exemption under the Prospectus Directive from the requirement to
produce a prospectus. In the United Kingdom, this Announcement is
being directed solely at persons in circumstances in which section
21(1) of the Financial Services and Markets Act 2000 (as amended)
(the "FSMA") does not apply.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States. The relevant clearances have not
been, nor will they be, obtained from the securities commission of
any province or territory of Canada, no prospectus has been lodged
with, or registered by, the Australian Securities and Investments
Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South
Africa Reserve Bank or any other applicable body in the Republic of
South Africa in relation to the Placing Shares and the Placing
Shares have not been, nor will they be, registered under or
offering in compliance with the securities laws of any state,
province or territory of Australia, Canada, Japan or the Republic
of South Africa. Accordingly, the Placing Shares may not (unless an
exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or
into Australia, Canada, Japan or the Republic of South Africa or
any other jurisdiction outside the United Kingdom.
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 should be read in its entirety. In particular,
you should read and understand the information provided in this
"Important Information" section of this Announcement.
By participating in the Placing, each person who is invited to
and who chooses to participate in the Placing (a "Placee") will be
deemed to have read and understood this Announcement in its
entirety, to be participating, making an offer and acquiring
Placing Shares on the terms and conditions contained herein and to
be providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in this Appendix.
In particular, each such Placee represents, warrants,
undertakes, agrees and acknowledges (amongst other things)
that:
1 it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
2 in the case of a Relevant Person in a member state of the EEA
which has implemented the Prospectus Directive (each, a "Relevant
Member State") who acquires any Placing Shares pursuant to the
Placing:
2.1 it is a Qualified Investor within the meaning of Article
2(1)(e) of the Prospectus Directive;
2.2 in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 3(2) of the
Prospectus Directive:
2.2.1 the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in any Relevant Member State
other than Qualified Investors or in circumstances in which the
prior consent of N+1 Singer has been given to the offer or resale;
or
2.2.2 where Placing Shares have been acquired by it on behalf of
persons in any member state of the EEA other than Qualified
Investors, the offer of those Placing Shares to it is not treated
under the Prospectus Directive as having been made to such
persons;
3 it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it exercises sole investment discretion and has the authority to
make and does make the representations, warranties, indemnities,
acknowledgements, undertakings and agreements contained in this
Announcement;
4 it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Appendix; and
5 except as otherwise permitted by the Company and subject to
any available exemptions from applicable securities laws, it (and
any account referred to in paragraph 3 above) is outside the United
States acquiring the Placing Shares in offshore transactions as
defined in and in accordance with Regulation S under the Securities
Act.
No prospectus
No prospectus or other offering document has been or will be
submitted to be approved by the FCA in relation to the Placing or
the Placing Shares and Placees' commitments will be made solely on
the basis of the information contained in this Announcement and any
information publicly announced through a Regulatory Information
Service (as defined in the AIM Rules for Companies (the "AIM
Rules")) by or on behalf of the Company on or prior to the date of
this Announcement (the "Publicly Available Information") and
subject to any further terms set forth in the form of confirmation
to be sent to individual Placees.
Each Placee, by participating in the Placing, agrees that the
content of this Announcement is exclusively the responsibility of
the Company and confirms that it has not relied on any information
(other than the Publicly Available Information), representation,
warranty or statement made by or on behalf of N+1 Singer, the
Company or any other person and none of N+1 Singer, the Company or
any other person acting on such person's behalf nor any of their
respective affiliates has or shall have any liability for any
Placee's decision to participate in the Placing based on any other
information, representation, warranty or statement. Each Placee
acknowledges and agrees that it has relied on its own investigation
of the business, financial or other position of the Company in
accepting a participation in the Placing. Nothing in this paragraph
shall exclude the liability of any person for fraudulent
misrepresentation.
Details of the Placing Agreement and the Placing Shares
N+1 Singer has today entered into a placing agreement (the
"Placing Agreement") with the Company under which, on the terms and
subject to the conditions set out in the Placing Agreement, N+1
Singer, as agent for and on behalf of the Company, has agreed to
use its reasonable endeavours to procure Placees for the Placing
Shares at the Placing Price.
The Placing Shares will, when issued, be subject to the articles
of association of the Company and credited as fully paid and will
rank pari passu in all respects with the Existing Ordinary Shares
in the capital of the Company, including the right to receive all
dividends and other distributions declared, made or paid in respect
of such Ordinary Shares after the date of issue of the Placing
Shares.
Application for admission to trading
Application will be made to the London Stock Exchange for
admission of the Placing Shares to trading on AIM.
It is expected that Admission will take place no later than 20
December 2016 and that dealings in the Placing Shares on AIM will
commence at the same time.
Principal terms of the Placing
1 N+1 Singer is acting as nominated adviser, financial adviser
and broker to the Placing, as agent for and on behalf of the
Company. N+1 Singer is authorised and regulated in the United
Kingdom by the Financial Conduct Authority ("FCA") and is acting
exclusively for the Company and no one else in connection with the
matters referred to in this Announcement and will not be
responsible to anyone other than the Company for providing the
protections afforded to the customers of N+1 Singer or for
providing advice in relation to the matters described in this
Announcement.
2 Participation in the Placing will only be available to persons
who may lawfully be, and are, invited by N+1 Singer to participate.
N+1 Singer and any of its respective affiliates are entitled to
participate in the Placing as principal.
3 The price per Placing Share (the "Placing Price") is fixed at
4 pence and is payable to N+1 Singer by all Placees.
4 Each Placee's allocation is determined by N+1 Singer in its
discretion following consultation with the Company and has been or
will be confirmed orally by N+1 Singer and a form of confirmation
will be dispatched as soon as possible thereafter. That oral
confirmation will give rise to an irrevocable, legally binding
commitment by that person (who at that point becomes a Placee), in
favour of N+1 Singer and the Company, under which it agrees to
acquire the number of Placing Shares allocated to the Placee at the
Placing Price and otherwise on the terms and subject to the
conditions set out in this Appendix and in accordance with the
Company's articles of association. Except with N+1 Singer's written
consent, such commitment will not be capable of variation or
revocation at the time at which it is submitted.
5 Each Placee's allocation and commitment will be evidenced by a
form of confirmation issued to such Placee by N+1 Singer. The terms
of this Appendix will be deemed incorporated in that form of
confirmation.
6 Each Placee will have an immediate, separate, irrevocable and
binding obligation, owed to N+1 Singer (as agent for the Company),
to pay to it (or as it may direct) in cleared funds an amount equal
to the product of the Placing Price and the number of Placing
Shares such Placee has agreed to acquire and the Company has agreed
to allot and issue to that Placee.
7 Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all
Placing Shares to be acquired pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and Settlement".
8 All obligations of N+1 Singer under the Placing will be
subject to fulfilment of the conditions referred to below under
"Conditions of the Placing" and to the Placing not being terminated
on the basis referred to below under "Termination of the
Placing".
9 By participating in the Placing, each Placee will agree that
its rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
10 To the fullest extent permissible by law and applicable FCA
rules, none of (a) N+1 Singer, (b) any of N+1 Singer's affiliates,
agents, directors, officers, consultants, (c) to the extent not
contained within (a) or (b), any person connected with N+1 Singer
as defined in FSMA ((b) and (c) being together "affiliates" and
individually an "affiliate" of N+1 Singer), (d) any person acting
on N+1 Singer's behalf, shall have any liability (including to the
extent permissible by law, any fiduciary duties) to Placees or to
any other person whether acting on behalf of a Placee or otherwise.
In particular, neither N+1 Singer nor any of its respective
affiliates shall have any liability (including, to the extent
permissible by law, any fiduciary duties) in respect of their
conduct of the Placing or of such alternative method of effecting
the Placing as N+1 Singer and the Company may agree.
Registration and Settlement
If Placees are allocated any Placing Shares in the Placing they
will be sent a form of confirmation or electronic confirmation by
N+1 Singer, as soon as it is able which will confirm the number of
Placing Shares allocated to them, the Placing Price and the
aggregate amount owed by them to N+1 Singer.
Each Placee will be deemed to agree that it will do all things
necessary to ensure that delivery and payment is completed as
directed by N+1 Singer in accordance with either the standing CREST
or certificated settlement instructions which they have in place
with N+1 Singer.
Settlement of transactions in the Placing Shares (ISIN:
GB00B0WJ3L68) following Admission will take place within the CREST
system, subject to certain exceptions. Settlement through CREST is
expected to take place on 20 December 2016 unless otherwise
notified by N+1 Singer and Admission is expected to occur no later
than 8.00 a.m. on 20 December 2016 unless otherwise notified by N+1
Singer. Admission and Settlement may occur at an earlier date,
which if achievable, will be set out in the Circular. Settlement
will be on a delivery versus payment basis. However, in the event
of any difficulties or delays in the admission of the Placing
Shares to CREST or the use of CREST in relation to the Placing, the
Company and N+1 Singer may agree that the Placing Shares should be
issued in certificated form. N+1 Singer reserves the right to
require settlement for the Placing Shares, and to deliver the
Placing Shares to Placees, by such other means as they deem
necessary if delivery or settlement to Placees is not practicable
within the CREST system or would not be consistent with regulatory
requirements in a Placee's jurisdiction.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above, in respect of either CREST or certificated deliveries, at
the rate of 2 percentage points above prevailing LIBOR as
determined by N+1 Singer.
Each Placee is deemed to agree that if it does not comply with
these obligations, N+1 Singer may sell any or all of their Placing
Shares on their behalf and retain from the proceeds, for N+1
Singer's own account and benefit, an amount equal to the aggregate
amount owed by the Placee plus any interest due. The relevant
Placee will, however, remain liable for any shortfall below the
amount owed by it and for any stamp duty or stamp duty reserve tax
(together with any interest or penalties) which may arise upon the
sale of their Placing Shares on their behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees must ensure that, upon receipt, the
conditional form of confirmation is copied and delivered
immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or that
of its nominee or in the name of any person for whom a Placee is
contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to United Kingdom stamp duty or stamp duty
reserve tax. Placees will not be entitled to receive any fee or
commission in connection with the Placing.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms.
The obligations of N+1 Singer under the Placing Agreement are,
and the Placing is, conditional upon, inter alia:
(a) the passing of the Placing Resolutions (without any
amendment which has not been previously approved by N+1 Singer) by
5.00 p.m. on the day of the General Meeting;
(b) none of the warranties or undertakings on the part of the
Company contained in the Placing Agreement being or having become
untrue, inaccurate or misleading at any time before Admission, and
no fact or circumstance having arisen which would constitute a
breach of any of the Warranties or undertakings given in the
Placing Agreement or which would constitute a Specified Event under
the Placing Agreement;
(c) the performance by the Company of its obligations under the
Placing Agreement to the extent that they fall to be performed
prior to Admission;
(d) Admission occurring by not later than 8.00 a.m. on 20
December 2016 (or such later date as the Company and N1 Singer may
agree in writing, in any event being not later than 30 December
2016),
(all conditions to the obligations of N+1 Singer included in the
Placing Agreement being together, the "conditions").
If any of the conditions set out in the Placing Agreement are
not fulfilled or, where permitted, waived in accordance with the
Placing Agreement within the stated time periods (or such later
time and/or date as the Company and N+1 Singer may agree, provided
that the time for satisfaction of the condition set out in (d)
above shall not be extended beyond 8.00 a.m. on 30 December 2016),
or the Placing Agreement is terminated in accordance with its
terms, the Placing will lapse and the Placee's rights and
obligations shall cease and terminate at such time and each Placee
agrees that no claim can be made by or on behalf of the Placee (or
any person on whose behalf the Placee is acting) in respect
thereof.
By participating in the Placing, each Placee agrees that its
rights and obligations cease and terminate only in the
circumstances described above and under "Termination of the
Placing" below and will not be capable of rescission or termination
by it.
Certain conditions may be waived in whole or in part by N+1
Singer, in its absolute discretion by notice in writing to the
Company and N+1 Singer may also agree in writing with the Company
to extend the time for satisfaction of any condition. Any such
extension or waiver will not affect Placees' commitments as set out
in this Announcement.
N+1 Singer may terminate the Placing Agreement in certain
circumstances, details of which are set out below.
Neither N+1 Singer, the Company nor any of their respective
affiliates, agents, directors, officers, employees shall have any
liability to any Placee (or to any other person whether acting on
behalf of a Placee or otherwise) in respect of any decision any of
them may make as to whether or not to waive or to extend the time
and/or date for the satisfaction of any condition to the Placing
nor for any decision any of them may make as to the satisfaction of
any condition or in respect of the Placing generally and by
participating in the Placing each Placee agrees that any such
decision is within the absolute discretion of N+1 Singer.
Termination of the Placing
N+1 Singer may terminate the Placing Agreement, in accordance
with its terms, at any time prior to Admission if, inter alia:
1 it comes to the attention of N+1 Singer that any of the
warranties were not true or accurate, or were misleading when given
or deemed given; or
2 it comes to the attention of N+1 Singer that the Company has
failed to comply with its obligations under the Placing Agreement,
FSMA, the AIM Rules or other applicable law; or
3 it comes to the attention of N+1 Singer that any statement
contained in the Circular or the Issue Documents has become or been
discovered to be untrue, inaccurate or misleading; or
4 the occurrence of an adverse change in (amongst other things)
national or international financial or political conditions (which
in the reasonable opinion of N+1 Singer will or is likely to be
prejudicial to the Group or to the Fundraising or Admission);
or
5 any event or omission occurs which materially and adversely
affects the financial position and/or prospects of the Group or
which in the opinion of N+1 Singer is or will or is likely to
materially and adversely affect the Group or the Fundraising;
or
6 the Group's situation is such that Admission may, in the
opinion of N+1 Singer, be detrimental to the ordinary operation or
reputation of AIM
If the Placing Agreement is terminated in accordance with its
terms, the rights and obligations of each Placee in respect of the
Placing as described in this Announcement shall cease and terminate
at such time and no claim can be made by any Placee in respect
thereof.
By participating in the Placing, each Placee agrees with the
Company and N+1 Singer that the exercise by the Company or N+1
Singer of any right of termination or any other right or other
discretion under the Placing Agreement shall be within the absolute
discretion of the Company or N+1 Singer and that neither of the
Company nor N+1 Singer need make any reference to such Placee and
that neither N+1 Singer, the Company, nor any of their respective
affiliates, agents, directors, officers or employees shall have any
liability to such Placee (or to any other person whether acting on
behalf of a Placee or otherwise) whatsoever in connection with any
such exercise.
By participating in the Placing, each Placee agrees that its
rights and obligations terminate only in the circumstances
described above and under the "Conditions of the Placing" section
above and will not be capable of rescission or termination by it
after the issue by N+1 Singer of a form of confirmation confirming
each Placee's allocation and commitment in the Placing.
Representations, warranties and further terms
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) represents, warrants, acknowledges
and agrees (for itself and for any such prospective Placee) that
(save where N+1 Singer expressly agree in writing to the
contrary):
1 it has read and understood this Announcement in its entirety
and that its acquisition of the Placing Shares is subject to and
based upon all the terms, conditions, representations, warranties,
indemnities, acknowledgements, agreements and undertakings and
other information contained herein and that it has not relied on,
and will not rely on, any information given or any representations,
warranties or statements made at any time by any person in
connection with Admission, the Placing, the Company, the Placing
Shares or otherwise, other than the information contained in this
Announcement and the Publicly Available Information;
2 it has not received a prospectus or other offering document in
connection with the Placing and acknowledges that no prospectus or
other offering document: (a) is required under the Prospectus
Directive; and (b) has been or will be prepared in connection with
the Placing;
3 the Ordinary Shares are admitted to trading on AIM, and that
the Company is therefore required to publish certain business and
financial information in accordance with the AIM Rules, which
includes a description of the nature of the Company's business and
the Company's most recent balance sheet and profit and loss account
and that it is able to obtain or access such information without
undue difficulty, and is able to obtain access to such information
or comparable information concerning any other publicly traded
company, without undue difficulty;
4 it has made its own assessment of the Placing Shares and has
relied on its own investigation of the business, financial or other
position of the Company in accepting a participation in the Placing
and neither N+1 Singer, the Company nor any of their respective
affiliates, agents, directors, officers or employees or any person
acting on behalf of any of them has provided, and will not provide,
it with any material regarding the Placing Shares or the Company or
any other person other than the information in this Announcement,
or the Publicly Available Information; nor has it requested neither
of N+1 Singer, the Company, any of their respective affiliates,
agents, directors, officers or employees or any person acting on
behalf of any of them to provide it with any such information;
5 neither N+1 Singer, any person acting on behalf of them or any
of their respective affiliates, agents, directors, officers or
employees has or shall have any liability for any Publicly
Available Information, or any representation relating to the
Company, provided that nothing in this paragraph excludes the
liability of any person for fraudulent misrepresentation made by
that person;
6 the only information on which it is entitled to rely on and on
which it has relied in committing to subscribe for the Placing
Shares is contained in the Publicly Available Information: (a) such
information being all that it deems necessary to make an investment
decision in respect of the Placing Shares and it has made its own
assessment of the Company, the Placing Shares and the terms of the
Placing based on Publicly Available Information; (b) neither N+1
Singer, the Company nor any of their respective affiliates, agents,
directors, officers or employees has made any representation or
warranty to it, express or implied, with respect to the Company,
the Placing or the Placing Shares or the accuracy, completeness or
adequacy of the Publicly Available Information; (c) it has
conducted its own investigation of the Company, the Placing and the
Placing Shares, satisfied itself that the information is still
current and relied on that investigation for the purposes of its
decision to participate in the Placing; and (d) has not relied on
any investigation that N+1 Singer or any person acting on their
behalf may have conducted with respect to the Company, the Placing
or the Placing Shares;
7 the content of this Announcement and the Publicly Available
Information has been prepared by and is exclusively the
responsibility of the Company and that neither N+1 Singer nor any
persons acting on behalf of it is responsible for or has or shall
have any liability for any information, representation, warranty or
statement relating to the Company contained in this Announcement or
the Publicly Available Information nor will they be liable for any
Placee's decision to participate in the Placing based on any
information, representation, warranty or statement contained in
this Announcement, the Publicly Available Information or otherwise.
Nothing in this Appendix shall exclude any liability of any person
for fraudulent misrepresentation;
8 the Placing Shares have not been registered or otherwise
qualified, and will not be registered or otherwise qualified, for
offer and sale nor will a prospectus be cleared or approved in
respect of any of the Placing Shares under the securities laws of
the United States, or any state or other jurisdiction of the United
States, the Republic of Ireland, Australia, Canada, Republic of
South Africa or Japan and, subject to certain exceptions, may not
be offered, sold, taken up, renounced or delivered or transferred,
directly or indirectly, within the United States, the Republic of
Ireland, Australia, Canada, South Africa or Japan or in any country
or jurisdiction where any such action for that purpose is
required;
9 it and/or each person on whose behalf it is participating:
9.1 is entitled to acquire Placing Shares pursuant to the
Placing under the laws and regulations of all relevant
jurisdictions;
9.2 has fully observed such laws and regulations;
9.3 has capacity and authority and is entitled to enter into and
perform its obligations as an acquirer of Placing Shares and will
honour such obligations; and
9.4 has obtained all necessary consents and authorities
(including, without limitation, in the case of a person acting on
behalf of a Placee, all necessary consents and authorities to agree
to the terms set out or referred to in this Appendix) under those
laws or otherwise and complied with all necessary formalities to
enable it to enter into the transactions contemplated hereby and to
perform its obligations in relation thereto and, in particular, if
it is a pension fund or investment company it is aware of and
acknowledges it is required to comply with all applicable laws and
regulations with respect to its subscription for Placing
Shares;
10 it is not, and any person who it is acting on behalf of is
not, and at the time the Placing Shares are subscribed will not be,
a resident of, or with an address in, or subject to the laws of,
Australia, Canada, Japan, the Republic of Ireland or the Republic
of South Africa, and it acknowledges and agrees that the Placing
Shares have not been and will not be registered or otherwise
qualified under the securities legislation of Australia, Canada,
Japan, the Republic of Ireland or the Republic of South Africa and
may not be offered, sold, or acquired, directly or indirectly,
within those jurisdictions;
11 the Placing Shares have not been, and will not be, registered
under the Securities Act and may not be offered, sold or resold in
or into or from the United States except pursuant to an effective
registration under the Securities Act, or pursuant to an exemption
from, or in a transaction not subject to, the registration
requirements of the Securities Act and in accordance with
applicable state securities laws; and no representation is being
made as to the availability of any exemption under the Securities
Act for the reoffer, resale, pledge or transfer of the Placing
Shares;
12 it and the beneficial owner of the Placing Shares is, and at
the time the Placing Shares are acquired will be, outside the
United States and acquiring the Placing Shares in an "offshore
transaction" as defined in, and in accordance with, Regulation S
under the Securities Act;
13 it (and any account for which it is purchasing) is not
acquiring the Placing Shares with a view to any offer, sale or
distribution thereof within the meaning of the Securities Act;
14 it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other
presentational or other materials concerning the Placing in or into
or from the United States (including electronic copies thereof) to
any person, and it has not distributed, forwarded, transferred or
otherwise transmitted any such materials to any person;
15 neither N+1 Singer, its respective affiliates, agents,
directors, officers or employees nor any person acting on behalf of
any of them is making any recommendations to it, advising it
regarding the suitability of any transactions it may enter into in
connection with the Placing and that participation in the Placing
is on the basis that it is not and will not be a client of N+1
Singer and N+1 Singer has no duties or responsibilities to it for
providing the protections afforded to its clients or for providing
advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained
in the Placing Agreement nor for the exercise or performance of any
of its rights and obligations thereunder including any rights to
waive or vary any conditions or exercise any termination right;
16 it has the funds available to pay for the Placing Shares for
which it has agreed to subscribe and acknowledges and agrees that
it will make payment to N+1 Singer for the Placing Shares allocated
to it in accordance with the terms and conditions of this
Announcement on the due times and dates set out in this
Announcement, failing which the relevant Placing Shares may be
placed with others on such terms as N+1 Singer may, in its absolute
discretion determine without liability to the Placee and it will
remain liable for any shortfall below the net proceeds of such sale
and the placing proceeds of such Placing Shares and may be required
to bear any stamp duty or stamp duty reserve tax (together with any
interest or penalties due pursuant to the terms set out or referred
to in this Announcement) which may arise upon the sale of such
Placee's Placing Shares on its behalf;
17 no action has been or will be taken by any of the Company,
N+1 Singer or any person acting on their behalf that would, or is
intended to, permit a public offer of the Placing Shares in the
United States or in any country or jurisdiction where any such
action for that purpose is required;
18 the person who it specifies for registration as holder of the
Placing Shares will be: (a) the Placee; or (b) a nominee of the
Placee, as the case may be. Neither N+1 Singer nor the Company will
be responsible for any liability to stamp duty or stamp duty
reserve tax resulting from a failure to observe this requirement.
Each Placee and any person acting on behalf of such Placee agrees
to acquire Placing Shares pursuant to the Placing and agrees to pay
the Company and N+1 Singer in respect of the same (including any
interest or penalties) on the basis that the Placing Shares will be
allotted to a CREST stock account of N+1 Singer or transferred to a
CREST stock account of N+1 Singer who will hold them as nominee on
behalf of the Placee until settlement in accordance with its
standing settlement instructions with it;
19 it is acting as principal only in respect of the Placing or,
if it is acting for any other person, (a) it is duly authorised to
do so and has full power to make the acknowledgments,
representations and agreements herein on behalf of each such person
and (b) it is and will remain liable to the Company and N+1 Singer
for the performance of all its obligations as a Placee in respect
of the Placing (regardless of the fact that it is acting for
another person);
20 the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of Placing
Shares will not give rise to a stamp duty or stamp duty reserve tax
liability under (or at a rate determined under) any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depository receipts and
clearance services) and that it is not participating in the Placing
as nominee or agent for any person or persons to whom the
allocation, allotment, issue or delivery of Placing Shares would
give rise to such a liability;
21 it and any person acting on its behalf (if within the United
Kingdom) falls within Article 19(5) and/or 49(2) of the Order and
undertakes that it will acquire, hold, manage and (if applicable)
dispose of any Placing Shares that are allocated to it for the
purposes of its business only;
22 it will not make an offer to the public of the Placing Shares
and it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom or elsewhere in the
EEA prior to the expiry of a period of six months from Admission
except to persons whose ordinary activities involve them in
acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their business or otherwise
in circumstances which have not resulted and which will not result
in an offer to the public in the United Kingdom within the meaning
of section 85(1) of the FSMA or an offer to the public in any other
member state of the EEA within the meaning of the Prospectus
Directive;
23 it is a person of a kind described in: (a) Article 19(5)
(Investment Professionals) and/or 49(2) (High net worth companies
etc.) of the Order, and/or an authorised person as defined in
section 31 of FSMA; and (b) section 86(7) of FSMA ("Qualified
Investor"), being a person falling within Article 2.1(e) the
Prospectus Directive. For such purposes, it undertakes that it will
acquire, hold, manage and (if applicable) dispose of any Placing
Shares that are allocated to it for the purposes of its business
only;
24 it has only communicated or caused to be communicated and it
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of the FSMA) relating to Placing Shares in circumstances
in which section 21(1) of the FSMA does not require approval of the
communication by an authorised person;
25 it has complied and it will comply with all applicable laws
with respect to anything done by it or on its behalf in relation to
the Placing Shares (including all relevant provisions of the FSMA
in respect of anything done in, from or otherwise involving the
United Kingdom);
26 if it is a financial intermediary, as that term is used in
Article 3(2) of the Prospectus Directive (including any relevant
implementing measure in any member state), the Placing Shares
acquired by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in a member state
of the EEA which has implemented the Prospectus Directive other
than Qualified Investors, or in circumstances in which the express
prior written consent of N+1 Singer has been given to the offer or
resale;
27 it has neither received nor relied on any confidential price
sensitive information about the Company in accepting this
invitation to participate in the Placing;
28 neither N+1 Singer nor any of its respective affiliates,
agents, directors, officers or employees or any person acting on
behalf of any of them has or shall have any liability for any
information, representation or statement contained in this
Announcement or for any information previously published by or on
behalf of the Company or any other written or oral information made
available to or publicly available or filed information or any
representation, warranty or undertaking relating to the Company,
and will not be liable for its decision to participate in the
Placing based on any information, representation, warranty or
statement contained in this Announcement or elsewhere, provided
that nothing in this paragraph shall exclude any liability of any
person for fraud;
29 neither N+1 Singer, the Company, nor any of their respective
affiliates, agents, directors, officers or employees or any person
acting on behalf of N+1 Singer, the Company or their respective
affiliates, agents, directors, officers or employees is making any
recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the Placing nor
providing advice in relation to the Placing nor in respect of any
representations, warranties, acknowledgements, agreements,
undertakings, or indemnities contained in the Placing Agreement nor
the exercise or performance of N+1 Singer's rights and obligations
thereunder including any rights to waive or vary any conditions or
exercise any termination right;
30 acknowledges and accepts that N+1 Singer may, in accordance
with applicable legal and regulatory provisions, engage in
transactions in relation to the Placing Shares and/or related
instruments for their own account for the purpose of hedging their
underwriting exposure or otherwise and, except as required by
applicable law or regulation, N+1 Singer will not make any public
disclosure in relation to such transactions;
31 N+1 Singer and each of its affiliates, each acting as an
investor for its or their own account(s), may bid or subscribe for
and/or purchase Placing Shares and, in that capacity, may retain,
purchase, offer to sell or otherwise deal for its or their own
account(s) in the Placing Shares, any other securities of the
Company or other related investments in connection with the Placing
or otherwise. Accordingly, references in this Announcement to the
Placing Shares being offered, subscribed, acquired or otherwise
dealt with should be read as including any offer to, or
subscription, acquisition or dealing by N+1 Singer and/or any of
its respective affiliates, acting as an investor for its or their
own account(s). Neither N+1 Singer nor the Company intend to
disclose the extent of any such investment or transaction otherwise
than in accordance with any legal or regulatory obligation to do
so;
32 it has complied with its obligations in connection with money
laundering and terrorist financing under the Proceeds of Crime Act
2002, the Terrorism Act 2000, the Terrorism Act 2006 and the Money
Laundering Regulations 2007 (together, the "Regulations") and, if
making payment on behalf of a third party, that satisfactory
evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations;
33 it is aware of the obligations regarding insider dealing in
the Criminal Justice Act 1993, FSMA, the EU Market Abuse Regulation
No. 596 of 2014 and the Proceeds of Crime Act 2002 and confirms
that it has and will continue to comply with those obligations;
34 in order to ensure compliance with the Money Laundering
Regulations 2007, N+1 Singer (for itself and as agent on behalf of
the Company) or the Company's registrars may, in their absolute
discretion, require verification of its identity. Pending the
provision to N+1 Singer's or the Company's registrars, as
applicable, of evidence of identity, definitive certificates in
respect of the Placing Shares may be retained at N+1 Singer's
absolute discretion or, where appropriate, delivery of the Placing
Shares to it in uncertificated form may be delayed at N+1 Singer's
or the Company's registrars', as the case may be, absolute
discretion. If within a reasonable time after a request for
verification of identity N+1 Singer's (for itself and as agent on
behalf of the Company) or the Company's registrars have not
received evidence satisfactory to them, N+1 Singer and/or the
Company may, at its absolute discretion, terminate its commitment
in respect of the Placing, in which event the monies payable on
acceptance of allotment will, if already paid, be returned without
interest to the account of the drawee's bank from which they were
originally debited;
35 acknowledges that its commitment to acquire Placing Shares on
the terms set out in this Announcement and in the form of
confirmation will continue notwithstanding any amendment that may
in future be made to the terms and conditions of the Placing and
that Placees will have no right to be consulted or require that
their consent be obtained with respect to the Company's or N+1
Singer's conduct of the Placing;
36 it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of subscribing for the Placing Shares. It further
acknowledges that it is experienced in investing in securities of
this nature and is aware that it may be required to bear, and is
able to bear, the economic risk of, and is able to sustain, a
complete loss in connection with the Placing. It has relied upon
its own examination and due diligence of the Company and its
affiliates taken as a whole, and the terms of the Placing,
including the merits and risks involved;
37 it irrevocably appoints any duly authorised officer of N+1
Singer as its agent for the purpose of executing and delivering to
the Company and/or its registrars any documents on its behalf
necessary to enable it to be registered as the holder of any of the
Placing Shares for which it agrees to subscribe or purchase upon
the terms of this Announcement;
38 the Company, N+1 Singer and others (including each of their
respective affiliates, agents, directors, officers or employees)
will rely upon the truth and accuracy of the foregoing
representations, warranties, acknowledgements and agreements, which
are given to N+1 Singer, on their own behalf and on behalf of the
Company and are irrevocable;
39 if it is acquiring the Placing Shares as a fiduciary or agent
for one or more investor accounts, it has full power and authority
to make, and does make, the foregoing representations, warranties,
acknowledgements, agreements and undertakings on behalf of each
such accounts;
40 time is of the essence as regards its obligations under this Appendix;
41 any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any
address provided by it to N+1 Singer;
42 the Placing Shares will be issued subject to the terms and
conditions of this Appendix; and
43 these terms and conditions in this Appendix and all documents
into which this Appendix is incorporated by reference or otherwise
validly forms a part and/or any agreements entered into pursuant to
these terms and conditions and all agreements to acquire shares
pursuant to the Placing will be governed by and construed in
accordance with English law and it submits to the exclusive
jurisdiction of the English courts in relation to any claim,
dispute or matter arising out of any such contract, except that
enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by the Company or N+1 Singer in
any jurisdiction in which the relevant Placee is incorporated or in
which any of its securities have a quotation on a recognised stock
exchange.
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify and hold the
Company, N+1 Singer and each of their respective affiliates,
agents, directors, officers and employees harmless from any and all
costs, claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and
undertakings given by the Placee (and any person acting on such
Placee's behalf) in this Appendix or incurred by N+1 Singer, the
Company or each of their respective affiliates, agents, directors,
officers or employees arising from the performance of the Placee's
obligations as set out in this Announcement, and further agrees
that the provisions of this Appendix shall survive after the
completion of the Placing.
The agreement to allot and issue Placing Shares to Placees (or
the persons for whom Placees are contracting as agent) free of
stamp duty and stamp duty reserve tax in the United Kingdom relates
only to their allotment and issue to Placees, or such persons as
they nominate as their agents, direct by the Company. Such
agreement assumes that the Placing Shares are not being acquired or
to transfer the Placing Shares into a clearance service. If there
are any such arrangements, or the settlement related to any other
dealings in the Placing Shares, stamp duty or stamp duty reserve
tax may be payable. In that event, the Placee agrees that it shall
be responsible for such stamp duty or stamp duty reserve tax and
neither the Company nor N+1 Singer shall be responsible for such
stamp duty or stamp duty reserve tax. If this is the case, each
Placee should seek its own advice and they should notify N+1 Singer
accordingly. In addition, Placees should note that they will be
liable for any capital duty, stamp duty and all other stamp, issue,
securities, transfer, registration, documentary or other duties or
taxes (including any interest, fines or penalties relating thereto)
payable outside the United
Kingdom by them or any other person on the acquisition by them
of any Placing Shares or the agreement by them to acquire any
Placing Shares and each Placee, or the Placee's nominee, in respect
of whom (or in respect of the person for whom it is participating
in the Placing as an agent or nominee) the allocation, allotment,
issue or delivery of Placing Shares has given rise to such
non-United Kingdom stamp, registration, documentary, transfer or
similar taxes or duties undertakes to pay such taxes and duties,
including any interest and penalties (if applicable), forthwith and
to indemnify on an after-tax basis and to hold harmless the Company
and N+1 Singer in the event that either the Company and/or N+1
Singer has incurred any such liability to such taxes or duties.
The representations, warranties, acknowledgements and
undertakings contained in this Appendix are given to N+1 Singer for
itself and on behalf of the Company and are irrevocable.
Each Placee and any person acting on behalf of the Placee
acknowledges that N+1 Singer does not owe any fiduciary or other
duties to any Placee in respect of any representations, warranties,
undertakings, acknowledgements, agreements or indemnities in the
Placing Agreement.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that N+1 Singer may (at its absolute
discretion) satisfy their obligations to procure Placees by itself
agreeing to become a Placee in respect of some or all of the
Placing Shares or by nominating any connected or associated person
to do so.
When a Placee or any person acting on behalf of the Placee is
dealing with N+1 Singer, any money held in an account with N+1
Singer on behalf of the Placee and/or any person acting on behalf
of the Placee will not be treated as client money within the
meaning of the relevant rules and regulations of the FCA made under
FSMA. Each Placee acknowledges that the money will not be subject
to the protections conferred by the client money rules: as a
consequence this money will not be segregated from N+1 Singer's
money (as applicable) in accordance with the client money rules and
will be held by it under a banking relationship and not as
trustee.
References to time in this Announcement are to London time,
unless otherwise stated.
All times and dates in this Announcement may be subject to
amendment.
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 financial years would necessarily match or exceed
the historical published earnings per share of the Company.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
The Placing Shares to be issued or sold pursuant to the Placing
will not be admitted to trading on any stock exchange other than
the London Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
Definitions
"Admission" the admission of the Placing Shares
to trading on AIM following completion
of the Placing and such admission
becoming effective in accordance
with Rule 6 of the AIM Rules;
"CREST" the relevant system (as defined in
the CREST Regulations) in respect
of which Euroclear UK & Ireland Limited
is the operator (as defined in those
regulations);
"Directors" the directors of the Company;
"Existing the 37,114,283 Ordinary Shares in
Ordinary Shares" issue at the date of this document,
all of which are admitted to trading
on AIM and being the entire issued
ordinary share capital of the Company;
"Form of Proxy" the form of proxy for use in connection
with the General Meeting which accompanies
this Circular;
"General Meeting" the general meeting of the Company
anticipated to be held at the offices
of Memery Crystal LLP at 44 Southampton
Buildings, London WC2A 1AP at 12.00
pm on 19 December 2016, notice of
which will be set out at the end
of the Circular;
"Group" the Company, its subsidiaries and
its subsidiary undertakings;
"Issue Documents" this announcement, the announcement
to be made later today announcing
the results of the Placing and the
investor presentation prepared by
the Company and used by the Company
or on its behalf in meetings with
institutional investors in connection
with the Placing;
"London Stock London Stock Exchange plc;
Exchange"
"MNOs" mobile network operators;
"New Ordinary the Placing Shares;
Shares"
"Notice of the notice convening the General
General Meeting" Meeting which will be set out at
the end of the Circular;
"Ordinary the ordinary shares of 0.2 pence
Shares" each in the capital of the Company;
"Placing Agreement" the conditional agreement dated 1
December 2016 made between N+1 Singer
and the Company in relation to the
Placing;
"Placing Resolutions" the resolutions to be set out in
the Notice of General Meeting to
grant the Directors the necessary
authority and power to allot the
Placing Shares and any Ordinary Shares
that may be subscribed for by private
investors via PrimaryBid for cash
on a non-pre-emptive basis; and
"Specified means an event occurring or matter
Event" arising on or after the date of the
Placing Agreement and before the
date of Admission which, if it had
occurred before the date of the Placing
Agreement, would have rendered any
of the warranties under the Placing
Agreement untrue or incorrect.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOEWGGUCGUPQPUU
(END) Dow Jones Newswires
December 01, 2016 02:00 ET (07:00 GMT)
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