WeShop Update and Extension of Discounted Capital Bond

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

AQUIS: FIRE

(“FIRE”, “IamFire” or the “Company”)

WeShop Update

Extension of Discounted Capital Bond

IamFire plc is pleased to provide an update on progress within its primary portfolio company, WeShop Holdings Limited (“WeShop”), showing an increase of 118% annualised sales figures through the platform for the 3 months ended August 2023 compared to the 3 months ended May 2023.  

As announced on 20 June 2023, FIRE’s holding in WeShop has a see-through value of £22.5m based on WeShop’s last fundraise 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 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 Discounted Capital Bond (“DCB”) with Hawk Investment Holdings Limited until 24 November 2023.

WeShop Update Highlights

• £72m Annualised Gross Merchant Value (“GMV”) based on £18m of sales in the 3 months to 31 August 2023.  118% increase on the 3 months to 31 May 2023 figure (£33m).

• Over 315,000 total purchases through the platform to date, an increase of 75% since 31 May 2023 (c.180,000).

•  £38.1m of cumulative sales through the platform as at 31 August 2023, an increase of 89% since 31 May 2023 (c.£20.1m).

• Over 290,000 user downloads for the WeShop platform as at 18 September 2023, an increase of 26% since 31 May 2023.

• New online retailers are being added to the platform on a continuous basis, with recent additions including Temu.com, one of the US and UK’s fastest growing eCommerce platforms, TUI and Savage x Fenty by Rhianna.

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

	31-May-23	31-Aug-23	% change
Annualised GMV (£M) (trailing 3 months)	33.0	72.0	+118%
Cumulative GMV (£M) (end-period)	20.1	38.1	+89%
No. of Transactions (end-period, cumulative)	180,000	315,000	+75%
User Downloads (end-period, cumulative)	230,000	290,000*	+26%

Richard Griffiths, Chairman of WeShop Holdings Limited said:

“The growth of WeShop over the last 3 months continues to validate the proposition the company was founded on.  We are witnessing consistent and sustained increases in users, transaction value through the platform and the benefits that users gain through referrals to their own social networks.  Our marketing channels are reaping real rewards in terms of increasing the brand’s exposure and we continue to attract leading social media influencers to WeShop, who in turn help to attract further users from their follower groups. Our growth momentum continues to accelerate and the focus remains on pursuing this relentlessly as we build the world’s first shoppable social network that will be owned primarily by its user community.”                  

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 some 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	18 May 2024	Convertible into 1,333,333 shares in WeShop
CLN in WeShop	£2.85m	£2 per share in WeShop	18 May 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 some 15% prior to any further share issuance. 

Based on the most recent fundraise in WeShop outlined above the value of the resultant IamFire holdings in WeShop would be £22.5m.

Extension of DCB

IamFire plc is has extended the Discounted Capital Bond ("DCB") with Hawk Investment Holdings Limited ("the Bondholder") until 24 November 2023.

As announced on 27 August 2020, Fire entered into the DCB with the Bondholder pursuant to the terms and conditions of the DCB agreement.  The Bond was due to expire on 25 September 2023 following a previous extension as announced by the Company on 30 August 2023.

The Directors of the Company accept responsibility for the contents of this announcement.

REGULATORY ANNOUNCEMENT ENDS

Enquiries:

Company:
[e-mail]

Peterhouse Capital Limited

Corporate Adviser:
Guy Miller: + 44 (0) 20 7220 9795 (Direct)

Narisha Ragoonanthun: + 44(0) 20 7220 9794 (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.

The App can be downloaded at www.we.shop

Links to recent press coverage of SoccerAid can be found at:

https://we.shop/socceraid-weshop-2023/

https://www.sportindustry.biz/news-categories/news/soccer-aid-scores-weshop-partnership/

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