WeShop Update and Extension of Conversion Date of CLNs in WeShop

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY IAMFIRE PLC TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014, AS AMENDED ("MAR"). ON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE ("RIS"), THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

IamFire plc

AQSE: FIRE

(“FIRE”, “IamFire” or the “Company”)

WeShop Update

Extension of Conversion Date of CLNs in WeShop

IamFire plc is pleased to provide an update on progress within its primary portfolio company, WeShop Holdings Limited (“WeShop”), showing an increase of 240% in annualised sales figures through the platform for the 3 months ending in November 2023 compared to the 3 months ending in May 2023.  This increase is accompanied by a 52% increase in user numbers, showing strong growth and an increase in spend per customer.

As announced on 21 September 2023, FIRE’s holding in WeShop has a see-through value of £22.5m based on WeShop’s last fundraising at £4.76 per share and assuming that the Convertible Loan Notes outlined below convert to equity.  Taking in to account a Discounted Capital Bond (“DCB”) liability of around £5.5m, the £17m equity value equates to a net asset value (“NAV”) per share in FIRE of around 4.9p per share from this investment holding alone.

IamFire is also pleased to announce that it has extended the date at which the CLNs convert from 18 May 2024 to 24 November 2024, to coincide with the maturity of a DCB with Hawk Investment Holdings Limited.

WeShop Update Highlights

• £112.4m Annualised Gross Merchant Value (“GMV”) based on £28.1m of sales in the 3 months to 30 November 2023.  240% increase as at 30 November 2023, on the 3 months to 31 May 2023 figure (£33m).

• Over 505,000 total purchases through the platform to date, with an increase of 180% since 31 May 2023 to 30 November 2023 (c.180,000 for the six months to 30 November 2023).

•  £66.2m of cumulative sales through the platform as at 30 November 2023, with an increase of 230% since 31 May 2023 (c.£20.1m).

• Over 350,000 user downloads for the WeShop platform as at 30 November 2023, an increase of 52% since 31 May 2023.

For ease of reference the figures above are contained in the following table:

	31-May-23	31-Aug-23	30-Nov-23	% change (from May 23)
Annualised GMV (£M) (trailing 3 months)	33.0	72.0	112.4	+240%
Cumulative GMV (£M) (end-period)	20.1	38.1	66.2	+230%%
No. of Transactions (end-period, cumulative)	180,000	315,000	505,000	+180%
User Downloads (end-period, cumulative)	230,000	290,000	c.350,000	+52%

John Taylor, Executive Director of IamFire, said:

“The growth figures for WeShop over the 6 months from May 2023 are phenomenal and indicate the viral nature of the WeShop proposition.  Although the increase in user numbers is highly impressive, the increase in sales volumes indicate that those users are using the platform more.  This bodes very well for the stickiness of customers and indicates that churn rates are likely to be low.  WeShop represents the vast majority of IamFire’s Net Asset Value and we will seek to continue to support WeShop going forward as it expands.  2024 will likely prove to be the seminal year in WeShop’s ambition to gain its own listing and should it do so, IamFire will be in a position to provide our shareholders with a transformational liquidity event.”                

IamFire Investments in WeShop and Community Social Investment Limited (“CSIL”)

IamFire currently holds £6.85m of Convertible Loan Notes (“CLNs”) directly in WeShop.  It also holds the right to subscribe for a further £0.9m in CLNs.  Should the current CLNs convert, it would result in FIRE holding 2,758,333 shares in WeShop (prior to any further CLN subscription).

IamFire also holds approximately 23.6% of the issued share capital of CSIL which in turns holds 8,333,333 shares in WeShop as its only asset.  FIRE believes that these shares will be distributed in specie to CSIL shareholders in due course.

The aggregate holdings of IamFire in relation to WeShop and CSIL are outlined in the following table:

Instrument	Amount Held	Conversion Price	Conversion Date	Notes
CLN in WeShop	£4m	£3 per share in WeShop	24 Nov 2024	Convertible into 1,333,333 shares in WeShop.
CLN in WeShop	£2.85m	£2 per share in WeShop	24 Nov 2024	Convertible into 1,425,000 shares in WeShop. £0.9m capacity remaining in CLN option.
Equity Holding in CSIL	2,452,675 shares23.5% of CSIL issued share capital			CSIL holds 8,333,333 shares in WeShop.  In specie distribution would result in approx. 1,950,000 shares in WeShop to IamFire.

There are currently 28,669,415 shares in issue in WeShop.  Should the CLNs in the table convert and CSIL conducts a distribution in specie of its WeShop shares, then IamFire would hold approximately 4,718,333 shares in WeShop representing approximately 15% prior to any further share issuance. 

Based on the most recent fundraising in WeShop outlined above, the value of the resultant IamFire holdings in WeShop would be £22.5m.  Deducting around £5.5m for a Discounted Capital Bond in FIRE, held by Hawk Investment Holdings Ltd, the value of this investment can be derived at £17m, representing 4.9p of Net Asset Value per IamFire share currently in issue.

Extension of Conversion Date of CLNs in WeShop Holdings Limited

IamFire announced on 23 May 2023 that it had extended the date on which it has the right to convert its CLNs in to shares in WeShop to 18 May 2024.  Given that it has recently agreed to extend the maturity date of the DCB held by Hawk Holdings to 24 November 2024, the Board felt it prudent to extend both the conversion date of the CLNs, and accordingly the maturity date has been extended to 24 November 2024, and this is also the agreed date up to which it can exercise its right to subscribe for an additional £900k of these CLNs. 

REGULATORY ANNOUNCEMENT ENDS

Enquiries:

Company:
[e-mail]

Corporate Advisor:

Peterhouse Capital Limited
Guy Miller/Narisha Ragoonanthun: + 44 (0) 20 7469 0930 (Direct)

Corporate Broker

Tennyson Securities Limited
Peter Krens: [phone] (Direct)

About WeShop:

WeShop is a social commerce platform that allows users to shop and help each other by reviewing, asking about or recommending products. It is affiliated to the vast majority of the UK’s top 1,000 online retailers.  Instead of rewarding the users with cashback, discount codes or vouchers, WeShop allows users to earn shares in the business.

WeShop intends to be 90% owned by its community of users, so the more users shop, recommend and refer friends the more shares they will own in WeShop and the more they will share in its financial success.  Users of WeShop buy products from retailers through the platform, as they would normally, but in doing so they will earn shares in WeShop and benefit from aggregation as a community and the revenue streams generated from affiliate programs, data, promotion and advertising that the community through WeShop will generate. 

WeShop intends to be the first truly shoppable social network owned by its community of users.  By creating a disruptive online model it hopes to create a retail revolution which shares the financial success of online businesses with the users of those online businesses whose data, transactions and engagement has created them in the first place.

---

---