Issue of Equity and Investment

RNS Number : 4379O

YOLO Leisure & Technology PLC

07 November 2016

 

YOLO Leisure and Technology plc

("YOLO" or the "Company")

£2.5 million new equity placing

Investment in Magic Media Works

YOLO has successfully raised £2.5 million (before expenses) through an oversubscribed placing ("Placing") of 250,000,000 new ordinary shares of 1p each with new and existing investors at an issue price of 1p per share ("Placing Shares"). Under the Placing, each Placee will also receive one warrant for every five Placing Shares subscribed for as part of the Placing, exercisable at 1.3p per share ("Warrants").

In addition, the Company will invest approximately £1.4 million in Magic Media Works Limited ("Magic Works") through secured convertible loan notes ("Loan Notes").  Magic Works has developed the Electric Jukebox ("Electric Jukebox"), a premium ad-free music streaming service and associated player.   The remainder of the funds raised will be used to provide the Company with additional funds for working capital and investments.

Magic Works has developed a number of subscription-free music streaming products and services which allow users to access ad-free music content without the requirement for account registration, passwords, software downloads or pairing of third party streaming devices.

Magic Works has entered into licensing agreements with the world's major record labels, including Universal Music Group, Sony Music Group and Warner Music Group and major independents including Merlin Music and also the major music publishers, allowing users to access millions of albums and over 29 million music tracks ad-free. Streamed music content is accessed via Electric Jukebox, a proprietary streaming device developed by Magic Works.  With a typical set-up time of less than two minutes and a potential addressable consumer market of some 800 million users worldwide (Source IFPI), Magic Works is currently the world's only dedicated music streaming developer of consumer music streaming players and services that provide on-demand ad-free access to a wide ranging music catalogue without the need for either a user account, application download or a monthly subscription.

Magic Works has signed up a number of celebrities to assist in marketing Electric Jukebox, including Robbie Williams and his wife Ayda Field, Stephen Fry, Sheryl Crow and Alesha Dixon, all of whom have equity interests in the business. It is intended that the Magic Works streaming products and services will initially be launched in the UK this month extending to the U.S. and Continental Europe during 2017.

The Loan Notes shall bear an interest rate of 10% per annum from 1 March 2017 and are secured by a first ranking debenture over the assets of Magic Works.  The Loan Notes are convertible into approximately 41.2% of the ordinary share capital of Magic Works on a fully diluted basis.  The conversion rights attaching to the Loan Notes expire on 31 December 2018.

Simon Robinson, CEO of YOLO said: "The oversubscribed fundraise of £2.5 million demonstrates the support and confidence of existing shareholders in this transaction, including Nigel Wray, and new institutional investors. The capital raised will enable Magic Works to launch Electric Jukebox in the UK and accelerate their strategic expansion into new territories and markets. The fundraise also significantly strengthens YOLO's balance sheet."

Rob Lewis, Founder and CEO of Magic Media Works said: "This latest funding secured with YOLO gives Magic Works the opportunity to bring its range of fun and easy to use Electric Jukebox products to music consumers around the world. We have the opportunity to grow the market dramatically as we introduce new audiences to music streaming in the home and open up new markets internationally. Magic Works looks forward to bringing music streaming back into people's homes and lives with Electric Jukebox."  

Further Information

About Electric Jukebox

The Electric Jukebox provides a fun and user-interactive music streaming experience that family and friends can share and enjoy together. Electric Jukebox combines gesture and voice-enabled user-interactions with a simple, intuitive user-interface enabling easy navigation of Electric Jukebox's wide ranging music catalogue in a manner unlike any other music device or service.

Electric Jukebox is a "plug and play" music streaming device that connects to a television via an HDMI port and is then controlled through a dedicated voice activated and motion sensitive hand-held controller. Each Electric Jukebox product is designed to be as simple to set up and use, with no smartphone, tablet or monthly subscription required. Existing speakers owned by the consumer can be utilised.

The simplicity of this "appliance-led" experience is core to the Magic Works market proposition and is intended to offer consumers who may not have adopted either free or premium music streaming the opportunity to experience it easily, affordably and without the need for a significant understanding of computing technology and applications.

Magic Works is developing further Electric Jukebox devices with launches scheduled for 2017.

Independent market research carried out by YouGov on behalf of Magic Works suggests that over 90% of UK internet users have yet to adopt the paid-for on-demand music streaming format, even though most analysts expect it to be a primary means of music consumption going forward. As such, Magic Works has an opportunity to capitalise on an addressable market of hundreds of millions of consumers internationally with what is a heavily differentiated consumer proposition.

Magic Works intends to execute upon a number of marketing, PR, retail, etail and TV shopping initiatives to maximise consumer awareness of Electric Jukebox and to ensure successful initial sales of the product. Further announcements will be made by the Company in this regard in due course.

Advisory board

Magic Works has established an Advisory Board whose members include Alain Levy (previously CEO, EMI), Mark Gretton (previously founder CTO, Tom Tom), Paul McGuinness (previously manager, U2), David Munns (previously CEO, EMI North America), Stephen Hornsby (EU and competition lawyer and partner at Goodman Derrick LLC), Peter Cornell (partner, Metric Capital), Mark Atkinson (previously partner, Deloitte), Ken Daly (CEO, JML) and Jez Bell (Chief Licensing Officer, PPL).

About the Placing

Application has been made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. It is expected that admission of the Placing Shares will become effective on 8 November 2016.   

8.4 million Adviser Fee Shares to the value of £84,000 were issued to Advisers on this transaction at the Placing Price of 1p per share at the time of completion of the Placing.

The Placing Shares and the Adviser Fee Shares will rank pari passu with the existing ordinary shares in YOLO in all respects.  Following the admission of the Placing Shares and the Adviser Fee Shares, the total issued share capital of the Company will be 437,322,758 ordinary shares, each with voting rights.  The above figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company, under the Disclosure and Transparency Rules.

Certain Directors of YOLO intend to subscribe for approximately £40,000 of new ordinary shares in the Company following this announcement on the same terms as the Placing. The details of the subscription will be announced separately in due course.

-Ends-

The announcement contains information which, prior to its disclosure, was inside information for the purposes of the Market Abuse Regulation.

YOLO Leisure and Technology plc	www.yoloplc.com
Simon Robinson	[e-mail]
Cairn Financial Advisers LLP
Sandy Jamieson, Emma Earl	[phone]
Peterhouse Corporate Finance Limited
Eran Zucker / Lucy Williams	+ 44 20 7469 0930
Walbrook PR Ltd	[phone] or [e-mail]
Paul McManus/Sam Allen	[phone]/[phone]

Notes to editors

YOLO Leisure and Technology plc

YOLO Leisure and Technology plc aims to focus on opportunities in the technology, leisure and media sectors. The Company's Investing Policy is that the Company will invest in businesses which have some or all of the following characteristics:

·    strong management with a proven track record;

·    ready for investment without the need for material re-structuring by the Company;

·    generating positive cash flows or imminently likely to do so;

·    via an injection of new finances or specialist management, the Company can enhance the prospects and therefore the future value of the investment;

·    able to benefit from the directors existing network of contacts; and

·    the potential to deliver significant returns for the Company.

 

END

 

 

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