Schedule One Update - musicMagpie PLC | RNS | Ticker

Schedule One Update - musicMagpie PLC

RNS Announcement

RNS Number : 7891V

AIM

16 April 2021

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:

musicMagpie plc ("musicMagpie", the "Group" or the "Company")

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

Stockport Exchange

Railway Road

Stockport

SK1 3SW

COUNTRY OF INCORPORATION:

England and Wales

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

www.musicmagpieplc.com

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:

musicMagpie is a leader in re-commerce in the UK and US in the circular economy of consumer technology (including smartphones, tablets, consoles and personal computers), books and disc media (including CDs, DVDs and video games).

Founded in 2007, the Group has an established presence in the UK, with operations in Stockport, Greater Manchester, and in the US in Atlanta, Georgia. Operating through its two trusted brands - musicMagpie in the UK and Decluttr in the US - the Group's core business model is to provide consumers with a smart, trusted and sustainable way to buy, rent and sell refurbished consumer technology and physical media products.

The Group's main countries of operation are the United Kingdom and the United States of America.

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 is being sought: 107,772,020

Placing price per Ordinary Share: 193p

There are no restrictions as to the transferability of the Ordinary Shares.

No Ordinary Shares will be held in treasury on Admission.

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

Primary placing: £15m

Secondary placing: £95m

Anticipated market capitalisation on Admission at the placing price: £208m

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

58.4%

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:

Not applicable

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):

Martin John Hellawell (Independent Non-executive Chairman)

Steven ("Steve") Oliver (Chief Executive Officer)

David ("Dave") John Wilson (Independent Non-executive Director)

Alison Louise Littley, also known as Alison Louise Boland (Senior Independent Non-executive Director)

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):

	Pre-Admission		Post-Admission
	Shares	% of ISC	Shares	% of ISC
Funds managed or advised by NVM Private Equity LLP and Mercia Fund Management Limited¹	34,618,647	34.6	17,309,325	16.1
Steve Oliver²	16,609,535	16.6	10,240,649	9.5
Walter Gleeson³	14,486,317	14.5	7,243,159	6.7
Music Magpie Employee Benefit Trust	11,212,613	11.2	9,195,902	8.5
Lloyds Development Capital (Holdings) Limited	7,972,873	8.0	Nil	0.0
Ian Storey	3,774,739	3.8	2,022,403	1.9
Carl Wormald	3,319,651	3.3	663,931	0.6
Nicholas Wilson	3,236,956	3.2	1,942,174	1.8
Martin Hellawell	Nil	0.0	103,626	0.1
Dave Wilson	Nil	0.0	51,813	0.05
Canaccord Genuity Wealth Group Limited	Nil	0.0	12,251,969	11.4
Schroder Investment Management Limited	Nil	0.0	8,604,145	8.0
Liontrust Investment Partners LLP	Nil	0.0	7,668,394	7.1
Tellworth Investments LLP	Nil	0.0	5,181,347	4.8
Gresham House Asset Management Limited	Nil	0.0	4,145,078	3.8
Chelverton Asset Management Limited	Nil	0.0	4,145,078	3.8

Notes:

¹ Breakdown of the shareholdings of funds managed or advised by NVM Private Equity LLP and Mercia Fund Management Limited:

	Pre-Admission		Post-Admission
	Shares	% of ISC	Shares	% of ISC
Northern 2 VCT plc	8,295,963	8.3%	4,147,982	3.8%
Northern 3 VCT plc	7,505,871	7.5%	3,752,936	3.5%
Northern Venture Trust plc	8,888,486	8.9%	4,444,243	4.1%
NV 2 LP	8,654,662	8.7%	4,327,331	4.0%
NVM Nominees Limited	1,273,665	1.3%	636,833	0.6%
Total	34,618,647	34.6%	17,309,325	16.1%

² The interests of Steve Oliver include Shares held by his wife, Catherine Oliver:

	Pre-Admission		Post-Admission
	Shares	% of ISC	Shares	% of ISC
Steve Oliver	13,235,135	13.2%	7,979,801	7.4%
Catherine Oliver	3,374,400	3.4%	2,260,848	2.1%
Total	16,609,535	16.6%	10,240,649	9.5%

³The interests of Walter Gleeson include Shares held by his wife, Alexa Gleeson:

	Pre-Admission		Post-Admission
	Shares	% of ISC	Shares	% of ISC
Walter Gleeson	10,158,000	10.2%	5,079,000	4.7%
Alexa Gleeson	4,328,317	4.3%	2,164,159	2.0%
Total	14,486,317	14.5%	7,243,159	6.7%

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

Kilpatrick Townsend and Stockton LLP

Intuitus Limited

DWF Law LLP

(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) 30 November

ii) 30 November 2020 (audited financial information)

iii) 31 August 2021 (half year report for the six months ending 31 May 2021)

31 May 2022 (annual accounts for the year ending 30 November 2021)

31 August 2022 (half year report for the six months ending 31 May 2022)

EXPECTED ADMISSION DATE:

22 April 2021

NAME AND ADDRESS OF NOMINATED ADVISER:

Peel Hunt LLP

100 Liverpool Street

London

EC2M 2AT

NAME AND ADDRESS OF BROKERS:

Peel Hunt LLP

100 Liverpool Street

London

EC2M 2AT

Shore Capital Stockbrokers Limited

Cassini House

57 St James's Street

London

SW1A 1LD

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:

The admission document will be available from the Company's registered office, Stockport Exchange, Railway Road, Stockport, England, SK1 3SW.

A digital copy of the admission document, containing full details about the applicant and the admission of its securities will be available on the Company's website at:

www.musicmagpieplc.com

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

QCA Corporate Governance Code

DATE OF NOTIFICATION:

16 April 2021

NEW/ UPDATE:

UPDATE

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END

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RNS metadata

Title: Schedule One Update - musicMagpie PLC
Time: 17:00:04
Date: 16 Apr 2021
Category: Capital structure
ID: 7891V