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| Date | 6 Oct 2022 |
| Time | 07:00:07 |
| Category | Miscellaneous |
| ID | 9538B |
6 October 2022
Mobile Streams plc
("MOS" or "the Company")
Placing to fund NFT contract expansion
Broker Option
Proposed Subscription by Directors and PDMR
TVR
Mobile Streams plc, the AIM quoted mobile content and data intelligence company, is pleased to announce the successful completion of a placing (the "Placing"), arranged by the Company's Broker Peterhouse Capital Limited ("Peterhouse"), to raise £1,200,000 before expenses to support the continuing growth of the Group, in particular to provide the resources to enable further NFT (Non-Fungible Token) contracts to be progressed, including several expected to be signed this month.
A total of 666,666,666 ordinary shares of 0.01p nominal value each ("Placing Shares") have been placed conditional only on Admission with investors at 0.18p per share, a discount of approximately 33% to the closing mid‐market price prior to the Placing of 0.27p on 5 October 2022. Each Placing share will rank pari passu with existing Ordinary Shares and will be issued with one warrant per share to subscribe for one Ordinary Share exercisable at 0.3p per share for a period of 18 months from the date of admission of these new Shares to AIM, which is expected to be on or around 12 October 2022. The warrants are unlisted and non-transferable and can only be exercised once additional authority to issue the associated Ordinary Shares has been approved by Shareholders at the next General Meeting, which will take place no later than 31 December 2022.
The Placing Shares represent approximately 13.4% of the enlarged share capital of the Company and together with the attached warrants, Subscription and Broker option (as described below) would represent approximately 45.0% of the diluted issued share capital (assuming no other warrants or options are exercised).
Proposed Subscription by Directors and PDMR
Following this announcement and in addition to the Placing, certain of the Directors and PDMRs propose to subscribe for shares and warrants on the same terms as other investors (the "Subscription"), with a total subscription of £46,575 for 25,930,446 Ordinary Shares ("Subscription Shares") split as follows.
|
Director/ PDMR |
Shares Subscribed |
Warrants issued |
|
Annabel Jamieson |
3,740,256 |
3,740,256 |
|
Charles Goodfellow |
3,740,256 |
3,740,256 |
|
Nigel Burton |
6,149,978 |
6,149,978 |
|
Mark Epstein |
6,149,978 |
6,149,978 |
|
Tom Gutteridge |
6,149,978 |
6,149,978 |
|
Total |
25,930,446 |
25,930,446 |
A further announcement confirming the closing of the Subscription is expected to be made in due course.
Admission to trading
Application will be made to the London Stock Exchange for admission of the Placing Shares, Broker Option Shares (see below) and the Subscription Shares to trading on AIM. It is expected that admission will become effective and dealings in the Placing Shares, Broker Option Shares and Subscription Shares will commence at 8.00 a.m. on or around 12 October 2022.
Total Voting Rights
Following the issue of the Placing Shares and Subscription Shares as described above, the Company's issued share capital consists of 4,156,035,811 ordinary shares with a nominal value of 0.01p each, with voting rights ("Ordinary Shares"). The Company does not hold any Ordinary Shares in Treasury.
Therefore, the above figure may be used by shareholders in the Company as the denominator for the calculation by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.
Broker Option
In order to provide qualified MOS shareholders ("Existing Shareholders") and other qualified investors with an opportunity to participate on the same basis as the Placing (with the same Placing Price and identical Warrant entitlement), the Company has granted Peterhouse a Broker Option over 111,111,111 Broker Option Shares. Full take up of the Broker Option Shares would raise a further £200,000 for the Company, before expenses. The Broker Option Shares will be issued under the Company's existing share authorities.
Existing Shareholders who hold shares in the Company and are on the register of members as at the close of business on 5 October 2022, will be prioritised for participation in the Broker Option (other than at the discretion of Peterhouse) and all orders from such Existing Shareholders will be accepted and processed by Peterhouse on a strictly "First Come, First Served" basis. The Broker Option has not been underwritten. Peterhouse is entitled to participate in the Broker Option as principal.
The Broker Option may be exercisable by Peterhouse on more than one occasion, at any time from the date of this announcement to 5.00 p.m. UK time on 6 October 2022, at its absolute discretion, following consultation with the Company. There is no obligation on Peterhouse to exercise the Broker Option or to seek to procure subscribers for the Broker Option Shares. Peterhouse may also, subject to prior consent of the Company, allocate new ordinary shares after the time of any initial allocation to any person submitting a bid after that time.
Peterhouse may choose not to accept bids and/or to accept bids, either in whole or in part, on the basis of allocations determined at their discretion (after consultation with the Company) and may scale down any bids for this purpose on such basis as Peterhouse may determine. Peterhouse may also, subject to prior consent of the Company, allocate new Ordinary Shares after the time of any initial allocation to any person submitting a bid after that time.
The Broker Option Shares are not being made available to the public and none of the Broker Option Shares are being offered or sold in any jurisdiction where it would be unlawful to do so. No Prospectus will be issued in connection with the Broker Option.
If the Broker Option is fully taken up, it will raise an additional £0.2 million before expenses. If the Broker Option is not fully subscribed by 5:00pm on 6 October 2022, orders from eligible investors will be satisfied in full, and the balance of the Broker Option shall lapse. The Company will announce the results of the Broker Option and the resultant shares in issue following its close.
Subscription to Broker Option
To subscribe for Broker Option Shares, Existing Shareholders and other qualified investors should communicate their bid to Peterhouse via their stockbroker as Peterhouse cannot take direct orders from individual private investors who are not existing clients. Existing Shareholders or other interested parties who wish to register their interest in participating in the Broker Option Shares should instruct their stockbroker to call Peterhouse on STX: 76086 or 020 7469 0938 or 020 7469 0936 or 020 7220 9797. Each bid should state the number of Broker Option Shares the Existing Shareholder or other qualified investor wishes to subscribe for at the Placing Price.
Mark Epstein, CEO Mobile Streams plc, said:
"We have already received first revenues from the Pumas NFT contract announced in July, with further revenues expected from this and other contracts this month. The funds raised in this placing will enable us to take advantage of significant similar revenue generating opportunities and help us grow the business at a faster rate. With the FIFA football World Cup imminent, we are delighted to have been able to act quickly to enable us to sign up further recently negotiated deals and now add significant funds to the business which will help us take up further deals as they present themselves. We are now well-funded, and the business is in the strongest position it has been in for years."
This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014, as it forms part of UK Domestic Law by virtue of the European Union (Withdrawal) Act 2018. Upon the publication of this announcement, this inside information is now considered to be in the public domain.
About Mobile Streams plc
Mobile Streams delivers world class gaming content to a global audience, through its LiveScores and mobilegaming.com platforms, our long-standing carrier relationships in countries including India, Argentina and Mexico, and through our https://heroesnftclub.com/ site.
Our Streams data insight, intelligence and visualisation services and marketing optimisation tools support the content business, as well as serving enterprise level bespoke clients and the Streams SaaS ("Software as a Service") self-service platform. Our strategy is to deliver next-generation content including gaming, Esports and related NFTs to a global audience.
For further information, please contact:
Mobile Streams plc
Nigel Burton, Adviser
+44 77 8523 4447
www.mobilestreams.com
Beaumont Cornish (Nominated Adviser)
James Biddle and Roland Cornish
+44 (0) 20 7628 3396
Peterhouse Capital Limited (Broker)
Lucy Williams and Duncan Vasey
+44 (0) 20 7469 0930