Proposed Firm Placing, Placing and Open Offer

29 September 2014 

Embargoed until 07:00

 

THIS ANNOUNCEMENT IS RESTRICTED AND IT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, AUSTRALIA, NEW ZEALAND AND THE REPUBLIC OF IRELAND OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL

 

 

BANGO plc

("Bango")

 

Proposed Firm Placing, Placing and Open Offer of up to 6,250,000 New Ordinary Shares

 

to raise up to £6.0  million (gross)

 

and

 

Notice of General Meeting

 

On 29 September 2014, Bango (AIM: BGO), the mobile web payments and analytics company, announced a conditional Firm Placing, Placing and Open Offer of up to 6,250,000 New Ordinary Shares at 96 pence per share to raise up to £6.0 million before expenses.

 

Under the Fundraising, the Board is proposing to issue 4,173,650 New Ordinary Shares through the Firm Placing (on a non-pre-emptive basis) and 2,076,350 New Ordinary Shares through the Placing and Open Offer.

 

The Board feels that existing Shareholders in Bango should, where it is practical for them to do so, have the opportunity to participate in an issue of New Ordinary Shares at the Issue Price and so is offering Qualifying Shareholders the opportunity to participate in the Open Offer to subscribe for an aggregate of up to 2,076,350 New Ordinary Shares, to raise gross proceeds of up to approximately £1.99 million.

 

The Fundraising is conditional, amongst other things, on the passing of the Resolutions by Shareholders at the General Meeting to be held at the offices of the Company at 5 Westbrook Centre, Cambridge, CB4 1YG at 11.00 a.m. on 16 October 2014. If the Resolutions are passed, the New Ordinary Shares will be allotted after the General Meeting. Admission is expected to occur no later than 8.00 a.m. on 17 October 2014 or such later time and/or date(s) as Cenkos Securities and the Company may agree. None of the Firm Placing, the Placing or the Open Offer will be underwritten.

 

The Circular will be posted today to Shareholders and sets out in more detail the background to and reasons for the Fundraising and its terms.  All capitalised terms in this announcement are as defined in the Circular which will be available free of charge on the Company's website: www.bangoinvestor.com.

 

Ray Anderson, Chief Executive Officer of Bango, commented: "This Firm Placing, Placing and Open Offer is building on a period of sustained strong operational progress which has resulted in acceleration in end user spend, as outlined in the recent interim results statement. It enables Bango to maintain the independence of its platform, and allows Bango to capitalise on the pipeline of existing and future strategic relationships to their full potential whilst maintaining high levels of technological innovation and customer service."

 

 

Contact Details:

 

Bango plc	Cenkos Securities plc	Newgate Threadneedle
Tel. +44 1223 472777	Tel. +44 131 220 6939	Tel. +44 207 653 9850
www.bango.com	Nick Tulloch	Fiona Conroy
Ray Anderson, CEO	Neil McDonald	Caroline Forde
Gerry Tucker, CFO		John Coles Jasper Randall

 

BANGO plc

 

Proposed Firm Placing of 4,173,650 New Ordinary Shares and

 

Proposed Placing and Open Offer of 2,076,350 New Ordinary Shares

 

to raise up to £6.0  million (gross)

 

and

 

Notice of General Meeting

 

 

About Bango

 

Bango is established as the provider of mobile operator billing for the leading mobile App Stores.

 

Mobile operator billing is a compelling proposition because it enables smartphone users to make purchases for apps, games or content without the need to own or register a credit card for payment. Bango provides direct operator billing that can be one click - streamlining purchases and hugely increasing purchase conversion rates - and therefore boosting sales for App Stores and their developers.  The Bango platform provides one-click payment on smartphones, tablets, PCs and other devices.

 

All leading App Stores that use mobile operator billing - including Amazon, Google, Microsoft, Blackberry and Mozilla have now integrated with the Bango Platform. Any Mobile Operator can now simply request a Bango integration and they can immediately provide their billing capabilities to the leading App Stores.  App Stores in turn gain access to the billing capabilities of all Bango integrated Mobile Operators - subject to them agreeing commercial terms - with no need for complex and time consuming integration or testing.

 

Bango removes the technical and much of the commercial complexity of activating payments worldwide. Speedy, reliable and secure Bango technology greatly increases sales conversions through unique BillRank and BangoID technologies. Common reporting, systems monitoring and customer care services also streamline the management of services and offer analysis that could not be achieved without the Bango platform approach.

 

Bango also provides App Stores with other means of payment where operator billing is not yet available, or where the operators do not yet have sufficiently robust infrastructures to support app stores.

 

Reasons for the Fundraising and Use of Proceeds

 

The worldwide smartphone market grew by 25.3 per cent. year on year in the second quarter of 2014, establishing a new record of 301.3 million smartphone shipments in a given quarter. This is the first time that quarterly smartphone shipments have surpassed the 300 million unit mark, representing a major milestone for the industry (IDC 2014).

 

Juniper Research in June 2014 acknowledged that mobile commerce is the fastest growing trend within the mobile industry and that mobile is "the key ecosystem for the digital economy today". It estimated that the value of digital content billed via Direct Carrier Billing will increase from approximately €790 million last year to more than €5.2 billion in 2017, representing average annual growth over the forecast period of 46 per cent..

 

An important part of the mobile commerce ecosystem is apps. Gartner predicts that by 2017, mobile apps will be downloaded more than 268 billion times, generating revenue of more than $77 billion. For many, carrier billing is the preferred payment method throughout mobile markets worldwide; the option of carrier billing makes consumers five times more likely to complete an App Store purchase than if they used a credit card. Across Europe, more than 283 million users do not own a credit card, but at the same time the handset penetration is over 120 per cent., making carrier billing a great monetisation opportunity, according to Juniper research.

 

Bango is well positioned to capitalise on the extraordinary consumer appetite for smartphones and for digital content and services. Bango has leading technology, strong App Store relationships and an unmatched existing network of Mobile Operator integrations.  Bango is therefore in an advantageous position from which to capitalise on future growth opportunities within this large and expanding market.

 

Bango's performance during the first half of 2014 has been very encouraging.  Based on this success and a large pipeline of Mobile Operator integrations underway and being planned, the Directors expect the number of Mobile Operator integrations and the speed of App Store activations to accelerate during the next 12 to 18 months. Accordingly, in order to be better positioned to take advantage of these opportunities, Bango has announced today a conditional Firm Placing, Placing and Open Offer of up to 6,250,000 New Ordinary Shares at 96 pence per share.

 

Bango intends to use the net proceeds of the Fundraising (which are expected to be approximately £5.6 million) to:

 

·      generally strengthen Bango's balance sheet. The Directors believe that the Company will be a more attractive potential partner for major App Stores if it remains well capitalised throughout its period of growth.  Furthermore, the Fundraising enables the Company to maintain the independence of its platform.  Securing investment from Mobile Operators and other payment platforms, for example, may be considered by its prospective partners to compromise Bango's own independence;

 

·      increase the resources available to the Board with a view to developing the Company's pipeline of existing and future strategic relationships to their full potential.  In particular, the Fundraising may give the Company the flexibility to integrate with Mobile Operator billing systems ahead of the Mobile Operator achieving significant transaction fees to further expand its base; and

 

·      maintain its expenditure in research and development to enhance the Company's offering.  In particular, the Board believes that further building customer care, analytics and big data capabilities into the Bango platform will appeal to Mobile Operators.

 

Principal terms of the Fundraising

 

The Company proposes to raise approximately £6.0 million (before expenses) in aggregate by way of the Fundraising.

 

The Shareholder approvals necessary for the Fundraising will be sought at the General Meeting to be held at 11.00 a.m. on 16 October 2014, the full details of which are set out in the Notice of General Meeting at the end of the Circular.

 

The Fundraising is conditional, amongst other things, upon:

 

(i)         the passing of all of the Resolutions;

 

(ii)         the Placing Agreement becoming or being declared unconditional in all respects and not having been terminated in accordance with its terms prior to Admission; and

 

(iii)        Admission of the New Ordinary Shares becoming effective by no later than 8.00 a.m. on 17 October 2014 or such later time and/or date (being no later than 8.00 a.m. on 31 October 2014) as Cenkos and the Company may agree.

 

If any of the conditions are not satisfied or waived (where capable of waiver), the New Ordinary Shares will not be issued and all monies received from the Firm Placees, Conditional Placees and/or Qualifying Shareholders will be returned to them (at the risk of these investors and without interest) as soon as possible thereafter.

 

Firm Placing

 

The Firm Placees, who comprise certain institutional investors and current Shareholders of the Company have agreed to subscribe for the Firm Placing Shares at the Issue Price pursuant to the Firm Placing. The Firm Placing Shares are not subject to clawback and are not part of the Placing and Open Offer.

 

The Firm Placing Shares will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid by reference to a record date falling after Admission.

 

Application will be made for the Firm Placing Shares to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings in the New Ordinary Shares will commence on AIM at 8.00 a.m. on 17 October 2014.

 

Placing and Open Offer

 

Cenkos, as agents of the Company, have also entered into arrangements with the Conditional Placees in connection with the conditional Placing of the Open Offer Shares at the Issue Price, subject to clawback in respect of valid applications by Qualifying Shareholders under the Open Offer.

 

The Directors propose to offer Open Offer Shares by way of the Open Offer to all Qualifying Shareholders (other than, subject to certain exceptions, Overseas Shareholders resident in Restricted Jurisdictions) on the following basis:

 

1 Open Offer Share for every 22 Existing Ordinary Shares

 

and so in proportion for any number of Existing Ordinary Shares held on the Record Date. Entitlements of Qualifying Shareholders will be rounded down to the nearest whole number of Open Offer Shares. Fractional entitlements which would otherwise arise will not be offered to the Qualifying Shareholders but will be aggregated with those of other shareholders and made available to be subscribed for via the Placing.

 

Not all Shareholders will be Qualifying Shareholders. In particular, Overseas Shareholders who are located in, or are citizens of, or have a registered office in a Restricted Jurisdiction will not qualify to participate in the Open Offer. The attention of Qualifying Shareholders and in particular Overseas Shareholders is drawn to paragraph 8 of Part III of the Circular.

 

Valid applications by Qualifying Shareholders will be satisfied in full up to their Open Offer Entitlements.  Qualifying Shareholders can apply for less than their entitlements under the Open Offer.

 

The Issue Price of 96 pence per New Ordinary Share represents a discount of 4.0 per cent. to the Closing Price of 100 pence per Existing Ordinary Share on 26 September 2014 (being the latest practicable date prior to the date of the Circular).

 

Open Offer Entitlements set out in an Application Form may be converted into uncertificated form, that is, deposited into CREST (whether such conversion arises as a result or as a renunciation of those rights or otherwise). Similarly, CREST Open Offer Entitlements held in CREST may be withdrawn from CREST and an Application Form used instead.

 

Application has been made for the Open Offer Entitlements to be admitted to CREST. It is expected that such CREST Open Offer Entitlements will be credited to CREST on 30 September 2014. The CREST Open Offer Entitlements will be enabled for settlement in CREST until 11.00 a.m. on 15 October 2014. Applications through the CREST system may only be made by the Qualifying CREST Shareholder originally entitled or by a person entitled by virtue of bona fide market claims. The Open Offer Shares must be paid in full on application.

 

The latest time and date for receipt of completed Application Forms or CREST application and payment in respect of the Open Offer is 11.00 a.m. on 15 October 2014.

 

Qualifying Shareholders should note that the Open Offer is not a rights issue and therefore Open Offer Shares which are not applied for by Qualifying Shareholders will not be sold in the market for the benefit of the Qualifying Shareholders who do not apply under the Open Offer. The Application Form is not a document of title and cannot be traded or otherwise transferred.

 

The Open Offer Shares will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of their issue. Application will be made to the London Stock Exchange for the admission of the Open Offer Shares to trading on AIM. It is expected that Admission will occur and that dealings will commence at 8.00 a.m. on 17 October 2014, at which time it is also expected that the Open Offer Shares will be enabled for settlement in CREST.

 

Details of the further terms and conditions of the Fundraising, including the procedure for application and payment, are contained in Part III of the Circular.

 

Dilutionary impact of Fundraising

 

The proposed issue of the Firm Placing Shares and the Open Offer Shares pursuant to the Firm Placing and the Placing will dilute existing shareholdings of Shareholders.  Qualifying Shareholders will be able to mitigate the extent of this dilution by applying for Open Offer Shares in the Open Offer.

 

The following table outlines the maximum dilution which a Shareholder will be subject to if he/she does not participate in the Open Offer:

 

Maximum Dilution

Following the Firm Placing                                                                                              8.4%

Following the Fundraising                                                                                               12.0%

 

Overseas Shareholders

 

The attention of Qualifying Shareholders who have registered addresses outside the United Kingdom, or who are citizens or residents of countries other than the United Kingdom, or who are holding Existing Ordinary Shares for the benefit of such persons, (including, without limitation, custodians, nominees, trustees and agents) or who have a contractual or other legal obligation to forward the Circular or the Application Form to such persons, is drawn to the information which appears in paragraph 8 of Part III of the Circular.

 

In particular, Qualifying Shareholders who have registered addresses in or who are resident in, or who are citizens of, countries other than the UK (including without limitation any Restricted Jurisdiction), should consult their professional advisers as to whether they require any governmental or other consents or need to observe any other formalities to enable them to take up their Open Offer Entitlements.

 

General Meeting

 

The Directors do not currently have authority to allot all of the New Ordinary Shares and, accordingly, the Board is seeking the approval of Shareholders to allot the New Ordinary Shares on a non pre-emptive basis at the General Meeting.  In addition, the Directors are seeking the approval of Shareholders to renew standard authorities to allot Ordinary Shares.

 

The Circular contains a notice convening the General Meeting to be held at Bango's offices at 5 Westbrook Centre, Cambridge, CB4 1YG at 11.00 a.m. on 16 October 2014.

 

The Resolutions to be proposed at the General Meeting are as follows:

 

·      Resolution 1, which is an ordinary resolution, to (i) authorise the Directors to allot Ordinary Shares up to an aggregate nominal amount of £1,250,000, being equal to 6,250,000 New Ordinary Shares (i.e. the maximum number of New Ordinary Shares available under the Fundraising) pursuant to the Fundraising and (ii) to allot shares and/or grant rights to subscribe for or to convert any security into shares otherwise than in connection with the Fundraising up to an aggregate nominal amount of £3,461,980.80 or, if less, 33.3 per cent. of the aggregate nominal value of the Enlarged Share Capital; and

·      Resolution 2, which is conditional on the passing of resolution 1 and is a special resolution, to authorise the Directors to issue and allot (i) up to 6,250,000 Ordinary Shares in connection with the Fundraising; and (ii) up to an aggregate nominal amount of £519,297.20 or, if less, 5 per cent. of the aggregate nominal value of the Enlarged Share Capital, each pursuant to the authority conferred by resolution 1, on a non pre-emptive basis.

 

The authorities to be granted pursuant to resolutions 1 and 2 shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2015 (unless renewed varied or revoked by the Company prior to or on that date) and shall be granted in substitution for the Directors' existing authorities to allot relevant securities and disapply statutory pre-emption rights granted at the Company's Annual General Meeting held in 2014.

 

Action to be taken

 

In respect of the General Meeting

 

Shareholders will find enclosed with the Circular a Form of Proxy for use by Shareholders at the General Meeting. Whether or not they intend to be present at the General Meeting, they are requested to complete and return in the envelope addressed to Computershare, the Form of Proxy in accordance with the instructions printed thereon, together with any power of attorney or other authority (or a notarially certified copy thereof) under which it is signed. To be valid, completed Forms of Proxy must be received by Computershare as soon as possible and in any event not later than 11.00 a.m. on 14 October 2014, being 48 hours before the time appointed for holding the General Meeting (excluding any day which is not a Business Day). Completion of a Form of Proxy will not preclude Shareholders from attending the meeting and voting in person if they so choose.

 

In respect of the Open Offer

 

Qualifying Non-CREST Shareholders wishing to apply for Open Offer Shares must complete the Application Form, which accompanies the Circular, in accordance with the instructions set out in paragraph 4 of Part III of the Circular and on the accompanying Application Form and return it with the appropriate payment in the envelope addressed to Computershare by post to Computershare, Corporate Actions Projects, Bristol BS99 6AH or by hand (during normal business hours only) to Computershare, The Pavilions, Bridgwater Road, Bristol BS13 8AE, United Kingdom, so as to arrive no later than 11.00 a.m. on 15 October 2014.

 

If Shareholders do not wish to apply for any Open Offer Shares under the Open Offer, they should not complete or return the Application Form. Shareholders are nevertheless requested to complete and return the Form of Proxy.

 

No Application Form will be sent to Qualifying CREST Shareholders. Qualifying CREST Shareholders will have Open Offer Entitlements credited to their stock accounts in CREST. They should refer to the procedure for application set out in paragraph 5 of Part III of the Circular. The relevant CREST instructions must have settled in accordance with the instructions in paragraph 5 of Part III of the Circular by no later than 11.00 a.m. on 15 October 2014.

 

Qualifying CREST Shareholders who are CREST sponsored members should refer to their CREST sponsors regarding the action to be taken in connection with the Circular and the Open Offer.

 

Additional Information

 

Shareholders' and investors' attention is drawn to the Risk Factors and Additional Information set out in Parts II and IV respectively of the Circular.

 

Recommendation and intentions of the Directors

 

The Directors, acting in good faith, believe that the Firm Placing and Placing and Open Offer and the passing of the Resolutions are most likely to promote the success of the Company for the benefit of its members as a whole. The Directors unanimously recommend the Shareholders to vote in favour of the Resolutions as they intend to do in respect of their aggregate beneficial holdings of 10,666,281 Ordinary Shares representing approximately 23.35 per cent of the Existing Ordinary Shares.

 

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

	2014
Record Date and time for entitlements under the Open Offer	5.00 p.m. on 25 September
Announcement of the Fundraising	7.00 a. m. on 29 September
Posting of the Circular, the Form of Proxy, and to Qualifying Non-CREST Shareholders only, the Application Form	29 September
Existing Ordinary Shares marked 'ex' by London Stock Exchange	8.00 a.m. on 30 September
Open Offer Entitlements credited to stock accounts in CREST of Qualifying CREST Shareholders	8.00 a.m. on 30 September
Recommended latest time for requesting withdrawal of CREST Open Offer Entitlements from CREST	4.30 p.m. on 9 October
Latest time for depositing CREST Open Offer Entitlements into CREST	3.00 p.m. on 10 October
Latest time and date for splitting of Application Forms (to satisfy bona fide market claims only)	3.00 p.m. on 13 October
Latest time and date for receipt of completed Forms of Proxy to be valid at the General Meeting	11.00 a.m. on 14 October
Latest time and date for receipt of completed Application Forms from Qualifying Shareholders and payment in full under the Open Offer or settlement of relevant CREST instruction (as appropriate)	11.00 a.m. on 15 October
General Meeting	11.00 a.m. on 16 October
Announcement of result of General Meeting	16 October
Results of Fundraising announced through an RIS	16 October
Admission and commencement of dealings in the New Ordinary Shares	17 October
New Ordinary Shares credited to CREST stock accounts	17 October
Despatch of definitive share certificates for New Ordinary Shares held in certificated form	within 14 days of Admission

 

DEFINITIONS

 

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

 

 "Admission"                            means the admission of the New Ordinary Shares to trading on AIM becoming effective in accordance with the AIM Rules

"AIM"                                       AIM, a market operated by the London Stock Exchange

"AIM Rules"                              the AIM rules for companies published by the London Stock Exchange in May 2014 (as amended) governing the admission to and the operation of AIM

"App Store"                              a digital distribution platform for mobile applications

"Application Form"                    the application form in the agreed form on which Qualifying Non-CREST Shareholders may apply for Open Offer Shares in respect of the Open Offer accompanying the Circular

"Australia"                                the Commonwealth of Australia, its states, territories or possessions

"Business Day"                        a day (other than a Saturday or Sunday) on which commercial banks are open for general business in London, England

"Canada"                                  Canada, its provinces and territories and all areas subject to its jurisdiction and any political sub-divisions thereof

"Cenkos"                                  Cenkos Securities plc, the Company's nominated adviser and broker

Circular"                                   the circular to be dated 29 September 2014 which, for the avoidance of doubt, does not comprise a prospectus (under the Prospectus Rules) or an admission document (under the AIM Rules)

"Closing Price"                         the closing middle market quotation of an Ordinary Share as derived from the Daily Official List of the London Stock Exchange

"Company" or                           Bango plc (registered number 05386079)

"Bango"

"Computershare" or                   Computershare Investor Services PLC

"Registrars"                             

"Conditional Placees"                those persons (if any) to whom Open Offer Shares not acquired by Qualifying Shareholders in the Open Offer are to be placed

"CREST"                                  the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the operator (as defined in the CREST Regulations)

CREST Manual                        the rules governing the operation of CREST, consisting of the CREST Reference Manual, CREST International Manual, CREST Central Counterparty Service Manual, CREST Rules, Registrars Service Standards, Settlement Discipline Rules, CCSS Operations Manual, Daily Timetable, CREST Application Procedure and CREST Glossary of Terms (all as defined in the CREST Glossary of Terms promulgated by Euroclear on 15 July 1996, as amended);

 "CREST member"                    a person who has been admitted to CREST as a system-member (as defined in the CREST Manual)

 "CREST Open Offer Entitlement"            the entitlement of a Qualifying CREST Shareholder, pursuant to the Open Offer, to apply to acquire Open Offer Shares pursuant to the Open Offer

"CREST participant"                  a person who is, in relation to CREST, a system-participant (as defined in the CREST regulations)

  "CREST Regulations"              the Uncertificated Securities Regulations 2001 (SI 2001/3755) (as amended)

"CREST sponsor"                     a CREST participant admitted to CREST as a CREST sponsor

"CREST sponsored member"     a CREST member admitted to CREST as a sponsored member

"Directors" or "Board"               the directors of the Company whose names appear in paragraph 2 of Part IV of the Circular

"Direct Carrier Billing (DCB)"      Directly placing a charge on a mobile phone user's mobile operator bill

""Enlarged Share Capital"          the issued ordinary share capital of the Company as enlarged following the issue of the New Ordinary Shares

"EU"                                        the European Union

"Euroclear"                               Euroclear UK & Ireland Limited, the operator of CREST

 "Ex-entitlement Date"               the date on which the Existing Ordinary Shares are marked "ex" for entitlement under the Open Offer, being 30 September 2014

"Existing Ordinary Share"          each Ordinary Share in issue as at the date of the Circular

"FCA"                                      the Financial Conduct Authority

 "Firm Placees"                        those institutional investors and current Shareholders participating in the Firm Placing

"Firm Placing"                          means the placing of 4,173,650 New Ordinary Shares with the Firm Placees

"Firm Placing Shares"               means the 4,173,650 New Ordinary Shares which are the subject of the Firm Placing

"Form of Proxy"                        the form of proxy for use in relation to the General Meeting enclosed with the Circular

"FSMA"                                   the Financial Services and Markets Act 2000 (as amended)

"Fundraising"                            the Firm Placing and Placing and the Open Offer

"General Meeting"                     the General Meeting of the Company to be held at 11.00 a.m. on 16 October 2014, notice of which is set out at the end of the Circular

                                              

"Group"                                    the Company and its subsidiaries

 

"ISIN"                                       International Securities Identification Number

"Issue Price"                            96 pence per Share, whether pursuant to the Firm Placing, the Placing or the Open Offer

"Japan"                                    Japan, its cities, prefectures, territories and possessions

"Listing Rules"                          the Listing Rules of the UKLA made in accordance with section 73A(2) of FSMA

"London Stock Exchange"         London Stock Exchange plc

 "MNO" or "Mobile Operator"      mobile network operator

"Money Laundering Regulations" Money Laundering Regulations 2007, the money laundering provisions of the Criminal Justice Act 1993, Part VIII of FSMA (together with the provisions of the Money Laundering Sourcebook of the FCA and the manual of guidance produced by the Joint Money Laundering Steering Group in relation to financial sector firms), the Terrorism Act 2000, the Anti Terrorism Crime and Security Act 2001, the Proceeds of Crime Act 2002 and the Terrorism Act 2006

 "New Ordinary Shares"             the new Ordinary Shares to be issued pursuant to the Fundraising, subject to the Resolutions being passed at the General Meeting

"Notice of General Meeting"       the notice convening the General Meeting as set out at the end of the Circular

"Open Offer"                             the conditional invitation made to Qualifying Shareholders to apply to subscribe for the Open Offer Shares at the Issue Price on the terms and subject to the conditions set out in Part III of the Circular and in the Application Form

"Open Offer Entitlement"            means the entitlement of a Qualifying Shareholder, pursuant to the Open Offer, to apply to acquire Open Offer Shares pursuant to, and subject to the terms of, the Open Offer

"Open Offer Shares"                  means the 2,076,350 New Ordinary Shares which Qualifying Shareholders will be invited to acquire pursuant to the Open Offer

"Ordinary Shares"                     ordinary shares of 20 pence each in the capital of the Company

"Overseas Shareholders"           a Shareholder with a registered address outside the United Kingdom

 "Placing"                                 the conditional placing by the Company of the Open Offer Shares at the Issue Price, subject to clawback in respect of valid applications for Open Offer Shares by Qualifying Shareholders under the Open Offer, as further described in the Circular

"Placing Agreement"                 the placing agreement between the Company and Cenkos dated 29 September 2014 details of which are set out in paragraph 3.1 of Part IV of the Circular

"Prospectus Rules"                   the Prospectus Rules made in accordance with EU Prospectus Directive 2003/7l/EC

"Qualifying CREST Shareholders"            Qualifying Shareholders holding Existing Ordinary Shares in a CREST account

"Qualifying non-CREST             Qualifying Shareholders holding Existing Ordinary Shares in

 Shareholders"                          certificated form

"Qualifying Shareholders"          holders of Existing Ordinary Shares on the register of members of the Company at the Record Date (but excluding any Overseas Shareholder who has a registered address in any Restricted Jurisdiction)

"Record Date"                           5.00 p.m. on 25 September 2014 in respect of the entitlements of Qualifying Shareholders under the Open Offer

"Resolutions"                            the resolutions to be proposed at the General Meeting as set out in the Notice of General Meeting

"Restricted Jurisdiction"             the United States, Australia, Canada, Japan, New Zealand and the Republic of South Africa and any other jurisdiction in which it would be unlawful to offer the Firm Placing Shares or the Open Offer Shares, or where the Firm Placing and Placing and Open Offer would be required to be approved by a regulatory body

"RIS"                                       a regulatory information service as defined by the Listing Rules

"Securities Act"                        the US Securities Act of 1933, as amended

"Shareholders" or                      the holders of Existing Ordinary Shares

"Bango Shareholders"

"Sterling" "£ or "pounds"             pounds sterling, the basic unit of currency in the UK

"Substantial Shareholder"          as defined in the AIM Rules

"UK" or "United Kingdom"          the United Kingdom of Great Britain and Northern Ireland

"UK Listing Authority" or "UKLA"  the UK Listing Authority, being the FCA acting as competent authority for the purposes of Part V of FSMA

 

"United States", "United             the United States of America, its territories and possessions, any state

States of America" or "US"        of the United States of America and the District of Columbia and all areas subject to its jurisdiction

"US$"                                      the United States dollar, the basic unit of currency of the United States of America

 

 

 

Important notice:

This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any New Ordinary Shares, nor shall it (or any part of it), or the fact of its distribution, form the basis of, or be relied on in connection with or act as any inducement to enter into, any contract or commitment whatsoever with respect to the proposed Fundraising or otherwise. This announcement is not a prospectus and investors should not subscribe for or purchase any New Ordinary Shares on the basis of this announcement. Any offer to acquire New Ordinary Shares referred to in this announcement will be made, and any investor should make his investment, solely on the basis of information in the Circular expected to be published and made generally available in the United Kingdom today. When made generally available, copies of the Circular may be obtained at no cost through the Company's corporate website (http://www.bangoinvestor.com).

The distribution of this announcement and/or the transfer of the New Ordinary Shares in or into jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about and observe such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction. In particular, this announcement should not be distributed, forwarded to, or transmitted in or into the United States of America, Canada, Australia, New Zealand, Japan, the Republic of South Africa or the Republic of Ireland.

The New Ordinary Shares referred to in this announcement will not be offered in or into any jurisdiction unless such an offer can be made without contravention of any unfulfilled registration or other legal or regulatory requirements. The New Ordinary Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction in the United States and may not be offered or sold in the United States absent registration or an exemption from registration. The New Ordinary Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority, nor have the foregoing authorities passed upon or endorsed the merits of the Fundraising or the accuracy or adequacy of the information contained in this announcement or any other document. Any representation to the contrary is unlawful and is a criminal offence in the United States.

Cenkos, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Bango and no-one else in connection with the Fundraising and Admission. Cenkos will not regard any other person as its customer or be responsible to any other person for providing the protection afforded to customers of Cenkos nor for providing advice in relation to the transactions and arrangements detailed in the Circular.  Cenkos' responsibilities as nominated adviser and broker under the AIM Rules are owed solely to the London Stock Exchange and are not owed to Bango or to any of its directors or to any other person whether in respect of such person's decision to acquire Ordinary Shares in relation to any part of the Circular or otherwise.  Cenkos is not making any representation or warranty, express or implied, as to the contents of this announcement.

Cautionary note regarding forward looking statements:

This announcement contains statements about Bango that are or may be ''forward-looking statements''. All statements, other than statements of historical facts, included in this announcement may be forward-looking statements and are subject to, inter alia, the risk factors described in Part III of the Circular. Without limitation, any statements preceded or followed by, or that include, the words ''targets'', ''plans'', ''believes'', ''expects'', ''aims'', ''intends'', ''will'', ''may'', ''should'', ''anticipates'', ''estimates'', ''projects'' or words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects and (ii) business and management strategies and the expansion and growth of the operations of Bango plc. These forward-looking statements are not guarantees of future performance and have not been reviewed by the auditors of Bango plc. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of any such person, or industry results, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. Investors should not place undue reliance on such forward-looking statements and, save as is required by law or regulation (including to meet the requirements of the AIM Rules, the Disclosure and Transparency Rules and/or the Prospectus Rules), Bango plc does not undertake any obligation to update publicly or revise any forward-looking statements (including to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based). All subsequent oral or written forward-looking statements attributed to Bango plc or any persons acting on its behalf are expressly qualified in their entirety by the cautionary statement above. All forward-looking statements contained in the Circular are based on information available to the Directors of Bango plc at the date of the Circular, unless some other time is specified in relation to them, and the posting or receipt of the Circular shall not give rise to any implication that there has been no change in the facts set forth herein since such date.