Schedule One - MelodyVR Group PLC | RNS | Ticker

Schedule One - MelodyVR Group PLC

RNS Announcement

RNS Number : 2904I

AIM

11 December 2020

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

MelodyVR Group PLC

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

55 Poland Street, London, England, W1F 7NN

COUNTRY OF INCORPORATION:

England

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

https://melodyvr.group/

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

Admission is sought as a result of a reverse take-over under rule 14 by MelodyVR Group of Rhapsody International, trading as Napster.

Upon completion of the transaction, Napster will be a wholly-owned subsidiary of MelodyVR Group. The enlarged group will combine the service offerings of MelodyVR and Napster, offering music fans a consolidation of music artist's repertoires including recorded music, short form video content, long form video content, digitally ticketed live streams, educational videos and immersive AR/VR content, into one premium subscription product. The Company's service will be available in a new app which, once launched, will be made available across multiple devices, including smartphones, tablets, smart TV's, consoles and VR devices, as well as providing audio only offerings for in-car and connected home devices such as Sonos and Amazon Echo. The company will be headquartered in the UK with operations in the US and Europe.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

Number of ordinary shares of 1 pence each in nominal value ("Ordinary Shares") for which Admission will be sought: 2,463,195,763

Subscription price per Ordinary Share: 3.75 pence

The are no restrictions as to the transferability of the Ordinary Shares and no Ordinary Shares will be held in treasury.

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Capital to be raised on admission: $10.1 million

Anticipated market capitalisation on admission: £92.4 million, based on an issue price of 3.75p

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

26.3 per cent.

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

N/A

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Simon Cole - Non-executive Chairman

Anthony Matchett - Chief Executive Office

Steven Hancock - Chief Relationship Officer

Grant Dollens - Non-executive Director

Andrew Botha - Non-executive Director

Lansing Davis - Non-executive Director (expected to be appointed following Admission, subject to satisfactory completion of Nomad checks)

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

	Before Admission		After Admission
Name	Number of Ordinary Shares	% of Ordinary Share Capital	Number of Ordinary Shares	% of Ordinary Share Capital
Davis Capital Partners LLC	249,171,192	12.1	249,171,192	10.1
Anthony Matchett	155,149,463	7.5	158,482,796	6.4
Tellworth Investments	120,912,929	5.9	120,912,929	4.9
J Gore Bahamas Limited	120,108,152	5.8	120,108,152	4.9
Steven Hancock	117,550,803	5.7	120,884,136	4.9
Grant Dollans	101,664,112	4.9	121,616,725	4.9
Ross Creek Capital Management	70,445,828	3.4	70,445,828	2.9
Invesco Oppenheimer Global Opportunities Funds	68,750,000	3.3	68,750,000	2.8
Real Networks Digital Music of California Inc.	nil	nil	200,000,000	8.1

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

n/a

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

i) 31 December

ii) 30 June 2020

iii) Audited results the year ended 31 December 2020 by 30 June 2021

iii) Unaudited results for the six months to 30 June 2021 by 30 September 2021

iii) Audited results for the year ended 31 December 2021 by 30 June 2022

EXPECTED ADMISSION DATE:

29 December 2020

NAME AND ADDRESS OF NOMINATED ADVISER:

Arden Partners Plc

125 Old Broad Street

London

EC2N 1AR

NAME AND ADDRESS OF BROKER:

Arden Partners Plc

125 Old Broad Street

London

EC2N 1AR

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

A copy of the admission document containing full details about the applicant and the admission of its securities is available on the Company's website, www.melodyVR.group

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

The Company has adopted the Quoted Companies Alliance's Corporate Governance Code

DATE OF NOTIFICATION:

11 December 2020

NEW/ UPDATE:

New

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END

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RNS metadata

Title: Schedule One - MelodyVR Group PLC
Time: 08:00:02
Date: 11 Dec 2020
Category: Capital structure
ID: 2904I