1 December 2016
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED TO CONSTITUTE INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE PROHIBITED BY ANY APPLICABLE LAW.
THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN APPROVED BY DARWIN STRATEGIC LIMITED WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY. PRIMARYBID LTD IS AN APPOINTED REPRESENTATIVE OF DARWIN STRATEGIC LIMITED.
Mobile Streams plc
("Mobile Streams" or the "Company")
Fundraise to raise up to approximately £1.6 million including an offer for subscription via PrimaryBid
As announced earlier today, Mobile Streams (AIM: MOS) intends to raise up to approximately £1.6million (before expenses). This will be carried out through the placing, further details of which were announced shortly before this announcement (the "Placing"), and via PrimaryBid, an offer for subscription (the "Offer") (the Placing and Offer being together the "Fundraise") of 39,418,000 new ordinary shares (the "New Ordinary Shares") in aggregate at a price of 4 pence each (the "Subscription Price").
Highlights
· Investors have the opportunity to apply for New Ordinary Shares exclusively on PrimaryBid before 5:00pm on 1 December 2016 at 4 pence per new Ordinary Share to raise an aggregate of up to approximately £1.6 million. PrimaryBid Limited is acting as sole arranger for the Offer.
· Net proceeds of the Fundraise will be used to finance the Company's rapid growth and to enable the Company to commit to its marketing spend in the Company's expansion into through to the end of the next financial year in 2018.
· Applications under the Offer will be considered by the Company on a "first come, first served" basis.
The Company highly values its private investor base. Given the longstanding support of its shareholders, including a large number of private shareholders, the Company believes that it is appropriate to provide private investors with an opportunity to participate in this Offer alongside institutional investors. The Company is therefore pleased to provide private investors with an opportunity to participate in this Offer by applying exclusively through PrimaryBid.com before 5pm on 1 December 2016. Institutional investors should contact N+1 Singer in order to participate.
No fees are charged to investors on applications to participate in the Offer made through PrimaryBid. It is vital to note that once an application for New Ordinary Shares has been made and accepted via PrimaryBid, an application cannot be withdrawn. The Fundraise is not being underwritten.
The Subscription Price 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 this announcement. The Offer is taking place contemporaneously with, and is conditional upon, the Placing. The economic terms of the Placing and the Offer are the same.
The Offer is conditional on the Placing taking place. The Placing (and therefore, the Offer) is conditional on, inter alia, the passing of resolutions authorising the issue of New Ordinary Shares at the Company's General Meeting which is expected to be convened at 10:00am on 19 December 2016.
For further information on PrimaryBid or the procedure for application under the Offer, visit www.PrimaryBid.com, call PrimaryBid on +44 (0)20 7491 6519, or download the PrimaryBid app.
Simon Buckingham, Chief Executive Officer, commented:
"We highly value our private investor base and are delighted to be able to utilise PrimaryBid in order to extend the Offer to individual investors and enable them to participate in the Fundraise alongside institutional investors."
Anand Sambasivan, Co-founder & CEO of PrimaryBid, said:
"PrimaryBid is delighted to help Mobile Streams access the private investor community in a cost and time efficient manner. Given our quoted company focus, PrimaryBid is uniquely positioned to exclusively facilitate this on behalf of the Company.
"At PrimaryBid we use technology to allow investors to get seamless access to AIM-listed companies; and this helps bring fair and efficient allocation practices to the capital markets."
Mobile Streams Simon Buckingham, Chief Executive Officer Enrique Benasso, Chief Financial Officer |
Tel: +1 347 669 9068 |
Nplus1 Singer Advisory LLP - Nomad Alex Price Alex Laughton-Scott |
Tel: +44 (0)20 7496 3000 |
PrimaryBid Limited Dave Mutton |
Tel: +44 (0)20 7491 6519 [email protected] |
The Offer
Details of the Offer
The Company intends to raise a total of approximately £1.6 million by way of the Fundraise, before expenses. New Ordinary Shares are available at the Subscription Price under the Offer, payable in full on acceptance. The Fundraise is not being underwritten.
The Fundraise comes under the exemptions against the need for a prospectus allowed under the Prospectus Rules. As such there is no need for publication of a prospectus pursuant to the Prospectus Rules, or for approval of the same by the Financial Conduct Authority in its capacity as the UK Listing Authority.
For further details please refer to the PrimaryBid website at www.PrimaryBid.com or download the PrimaryBid app.
The terms and conditions of the Offer, including the procedure for application and payment for the New Ordinary Shares, are available to persons who register with PrimaryBid. The Offer is made on a "first come, first served" basis and scale back of subscriptions (where necessary) will be made at the discretion of PrimaryBid in consultation with the Company.
The Company may, at its sole discretion, elect to increase the total number of New Ordinary Shares issued under the Fundraise.
The New Ordinary 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 Company's existing ordinary shares, including the right to receive dividends and other distributions declared following Admission.
Application will be made to the London Stock Exchange plc for the admission of the New Ordinary Shares to trading on AIM ("Admission"). It is expected that Admission will occur and that dealings will commence at 8.00 a.m. on 20 December 2016 at which time it is also expected that the New Ordinary Shares will be enabled for settlement in CREST.
The Offer is not being made into any Restricted Jurisdiction or any other jurisdiction where it would be unlawful to do so.
Investors should make their own investigations into the merits of an investment in the Company. Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.
It should be noted that a subscription for New Ordinary Shares and investment in the Company carries a number of risks. Investors should consider the risk factors set out on PrimaryBid before making a decision to subscribe for New Ordinary Shares. Investors should take independent advice from a person experienced in advising on investment in securities such as the New Ordinary Shares if they are in any doubt.
Use of net proceeds
The gross proceeds of the Offer will be up to approximately £1.6 million and it is proposed that the net proceeds 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.
Effect of the Offer
Upon Admission, the New Ordinary Shares will represent approximately 52 per cent. of the Company's enlarged issued ordinary share capital, assuming the Placing and Offer are fully subscribed.
Expected Timetable of Principal Events
Announcement of the Offer |
1 December 2016 |
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Closing of subscriptions on PrimaryBid |
5:00 p.m. on 1 December 2016 |
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Announcement of result of the Offer |
2 December 2016 |
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General meeting |
12:00 p.m. on 19 December 2016 |
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Admission and commencement of dealings in the New Ordinary Shares on AIM |
8:00 a.m. on 20 December 2016 |
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Definitions
"CREST" |
the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the operator (as defined in the CREST Regulations) |
"Euroclear" |
Euroclear UK & Ireland Limited |
"Prospectus Rules" |
the Prospectus Rules made in accordance with the EU Prospectus Directive 2003/71/EC in relation to offers of securities to the public and the admission of securities to trading on a regulated market |
"Qualified Investor" |
a qualified investor within the meaning set out in section 86(7) FSMA |
"Restricted Jurisdictions" |
United States of America, Canada, Australia, Japan and the Republic of South Africa and any other jurisdiction where the extension or availability of the Offer would breach any applicable law |
