Placing and Acquisition

RNS Number : 7627C

Bango PLC

24 January 2018

 

THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SHARES OR OTHER SECURITIES OF BANGO PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 596/2014 ("MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION , AS PERMITTED BY MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.

BANGO PLC

Placing and Acquisition

-       Acquisition of Audiens to accelerate data monetization business

-       Placing of £5 million to fund Acquisition

-       Expected to add to group Revenue immediately and boost 2019 profit

-       Benefits for Bango Customers and mobile operator partners

Bango plc (AIM: BGO) ("Bango"), the mobile payments company, announces a placing of 2,777,778 new ordinary shares (the "Placing Shares") at a price of 180 pence per share (the "Placing Price") to raise £5 million (the "Placing").  In addition, Bango announces that it has acquired 98.45 per cent. of Audiens SRL ("Audiens"), the data management subsidiary of Digitouch S.p.A (DGT:Borsa Italiana) ("Digitouch"), from Digitouch, Marko Maras, Sodapao S.R.L., My Draco S.R.L. and Fabrizio Ampollini (together the "Sellers")  (the "Acquisition"). The Acquisition is not conditional on admission of the Placing Shares to the AIM market. The Placing and Acquisition are intended to enable Bango to capitalize on demand for the valuable data it generates through its existing operations and to enable the Bango Platform to provide additional value to the rapidly-growing mobile advertising market.

In addition to the Placing, Bango also announces that Ray Anderson and Anil Malhotra, Chief Executive Officer and Chief Marketing Officer of Bango respectively have indicated their intention to subscribe for up to a total of £20,000 of new shares at a price no less than the Placing Price.

Acquisition of Audiens

The consideration for the Acquisition comprises of €1.48m (£1.3m) in cash, to be paid immediately, €0.63m (£0.55m) which will be paid to Digitouch for provision of shared services for up to 12 months from the date of the Acquisition, 521,803 Bango ordinary shares which have been issued at the Placing Price (the "Consideration Shares") and the grant of 738,399 warrants over Bango ordinary shares exercisable for a period of 10 years at the Placing Price.

The remaining 1.55 per cent. of Audiens is retained by Marko Maras, a co-founder of Audiens (the "Maras Shares"). Bango has entered into an agreement with Mr Maras relating to the Maras Shares (the "Option Agreement"), pursuant to which additional consideration may become payable as part of a two year incentive plan to maximize the success of Audiens as part of Bango. Further information on the Option Agreement is set out below.

The net proceeds of the Placing will be used to fund the Acquisition, to integrate the Audiens technology with the industry leading Bango Platform and to support the development and marketing of the emerging Bango mobile data monetization business.

Application has been made to the London Stock Exchange plc for the Placing Shares and Consideration Shares (together, the "New Ordinary Shares") to be admitted to trading on AIM. It is expected that the Placing will become unconditional, that admission to AIM will become effective and that dealings will commence on 29 January 2018.

Commenting on the Acquisition and the Placing, Bango CEO, Ray Anderson said:

"The acquisition of Audiens accelerates the development of the Bango data monetization business and opens the door to exciting new additional revenue streams from the Bango platform.

Mobile operators are eager to find new ways to improve their monetization of data - in ways that respect user privacy and comply with regulations. Merchants want to grow sales faster and reach new customers more efficiently. The combined platform will provide customer insights to merchants, advertising partners, and mobile network operators, to drive consumer engagement and revenue. 

The Audiens team has developed a powerful data monetization product that is gaining rapid customer traction and is being integrated with industry leaders. The technology and relationships that Audiens brings will enable Bango customers to grow faster than originally planned.

Bango Boost already monetizes data by delivering significant sales growth for merchants. With Audiens technology, Bango can now capitalise on the demand for data to enable more effective marketing, bringing additional revenue and scale to Bango, as mobile cements its place at the centre of global commerce."

Reasons for the Acquisition

Bango is the payment platform chosen by the world's most influential companies to grow their sales faster in the age of connected commerce. Working with global stores including Google, Amazon, and Microsoft, Bango has become the industry standard mobile commerce platform, helping people make payments quickly and conveniently. Through its innovative technology platform and relationships with over 100 network operators, Bango technology increases sales success and provides unique insights derived from the pooled data and shared knowledge of the platform.

Since 2016, Bango has been developing technology to deliver additional insights from data accessible using the Bango Platform. These insights are used by merchants to drive increased sales and improve marketing effectiveness.

Over more than two years, Audiens has developed a cloud based data platform that collects, organises and analyses data, building customized audience segments and making these available to advertisers. Advertisers can map more accurately to relevant users based on their activities, enabling data-driven decision making. The Audiens team has extensive domain expertise and market experience.

Bango believes that the Audiens technology complements and accelerates the Bango data strategy by 12-18 months, enabling Bango customers and other advertisers to improve marketing effectiveness. This acquisition will also enable mobile operators that partner with Bango to more efficiently and successfully monetize valuable consumer data.

The directors of Bango believe there are substantial market and product synergies from this deal. The integrated platform will provide a tested, trusted, secure and safe route to market for valuable data accessible through the Bango Platform. Bango partners will benefit from the deep data insights provided from the platform to monetize better through higher sales success and improved marketing conversion.  

Over the last two years, Bango has delivered strong growth in its core business. As announced on 8 January 2018, Bango continues to focus its product development, sales and marketing efforts on enhancing the Bango Platform and on growing transactions through the Bango Platform for its customers. The total End User Spend (EUS) for 2017 was £271m compared to £132m for 2016 with a run rate of over £400m at the end of the year. Bango expects continued strong EUS growth and that revenue from its existing core Bango Platform business to continue to grow throughout 2018 and beyond.

In 2018 Bango expects approximately £1m of additional revenue and no impact on expected profitability as a result of the Acquisition. Audiens reported unaudited gross profit of €0.24m (£0.22m) and a net loss of €0.19m (£0.16m) for 2017. Bango expects that the integration of Audiens technology will make a contribution to profitability from 2019 onwards, and that synergies will drive additional EUS from the existing Bango business.

Benefits for Bango customers and partners

Mobile operators will be able to expand their use of the Bango Platform to offer valuable data to advertisers, where they choose to do so, securely and safely, and in compliance with relevant regulations. Audiens already does this for two mobile operators.

Merchants using the Bango Platform to collect payments and developers distributing through Bango payment enabled App Stores will be able to better target their advertising to optimize sales and improve marketing efficiency. They will do this either directly or through advertising agencies.

The Audiens technology delivers data into the trading desks used by advertisers and marketing agencies, providing broad global availability without the need for global sales and marketing teams.

Bango has established a resale and licensing agreement with Digitouch to use the Audiens technology, and expects this partnership to accelerate the early success already achieved.

The Option Agreement

After the acquisition, Marko Maras will head the Audiens business at Bango with rewards linked to achievement of specific revenue objectives and overhead control.

As noted above, as part of the terms of the Acquisition, Bango has entered into the Option Agreement with Mr Maras relating to the Maras Shares.  Under the terms of the Option Agreement, Bango can call upon Mr Maras to sell these shares to Bango in certain circumstances (the "Call Option") and Mr Maras can call upon Bango to purchase these shares in certain circumstances (the "Put Option"). The final date by which either the Put Option or the Call Option must have been exercised is 28 February 2020.

On exercise of either the Put Option or the Call Option, Mr Maras may be entitled to payment for the Maras Shares calculated at €0.95m (£0.83m) (based on the Placing Price), payable by Bango (the "Additional Consideration") subject to certain conditions including the achievement of specific revenue targets by Audiens. The Additional Consideration that may be payable varies depending on the Bango share price at the time of exercise of either the Put Option or the Call Option. The Additional Consideration payable will reduce as the Bango share price rises but could increase, on a sliding scale to a maximum of €1.38m (£1.2m), should the revenue objectives be met but the Bango share price falls below the Placing Price at that point.  

If, on or before 28 February 2020, Audiens, directly or indirectly is the subject of a further sale by Bango, or should Bango be acquired and a portion of the proceeds be specifically attributed to Audiens, further consideration is payable to Mr Maras. The further consideration would be for an amount that is up to 20 per cent. of any sale proceeds receivable by Bango that are directly attributable to the sale of Audiens after deducting the total consideration (including the value of Bango shares and warrants at the point of such event) paid by Bango for the Acquisition. Any such further consideration payable to Mr Maras is capped at an amount equal to €50 million, which amount would only be reached if the sale proceeds attributable to Audiens were €250 million more than the value of the total consideration paid by Bango for the Acquisition.

Strategy Day

Bango is holding a Strategy Day today at a central London venue. For further information, or to register attendance, please email [e-mail].

For further information, please contact:

Bango plc
Ray Anderson, CEO	[phone]
Rachel Elias-Jones, CFO
Anil Malhotra, CMO
Cenkos Securities plc
Beth McKiernan / Neil McDonald	[phone]
FTI Consulting
Matt Dixon / Rob Mindell	[phone]

Certain information contained in this announcement would have been deemed inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014 until the release of this announcement.  

About Bango

Bango is the standard platform chosen by leading global stores to deliver mobile payments to everyone. As the next billion consumers adopt their first smartphone and look for universal payment methods, Bango will be there to unlock the world of apps, video, music, games and other content that brings those smartphones to life. Global stores plugging into the Bango Payment Platform include Amazon (NASDAQ: AMZN), Google (NASDAQ: GOOG), Samsung (005930: Korea SE) and Microsoft (NASDAQ: MSFT). Bango also partners with leading payment providers around the world to drive new users and revenues through its industry-leading mobile payment solutions. For more information, visit www.bango.com.

IMPORTANT NOTICE

No action has been taken by Bango or Cenkos Securities plc or any of their respective affiliates, that would, or which is intended to, permit a public offer of the Placing Shares in any jurisdiction or the possession or distribution of this announcement or any other offering or publicity material relating to the Placing Shares in any jurisdiction where action for that purpose is required. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. Persons into whose possession this announcement comes shall inform themselves about, and observe such restrictions.

No prospectus will be made available in connection with the matters contained in this announcement and no such prospectus is required (in accordance with the Prospectus Directive) to be published.

THIS ANNOUNCEMENT, INCLUDING THE INFORMATION CONTAINED HEREIN, IS FOR INFORMATION PURPOSES ONLY, IS NOT INTENDED TO AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO PURCHASE OR SUBSCRIBE FOR, UNDERWRITE, SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE, SELL, ACQUIRE, DISPOSE OF THE PLACING SHARES OR ANY OTHER SECURITY IN THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR IN ANY JURISDICTION IN WHICH, OR TO ANY PERSONS TO WHOM, SUCH OFFERING, SOLICITATION OR SALE WOULD BE UNLAWFUL.

Cenkos Securities plc is authorised and regulated in the United Kingdom by the FCA and is acting exclusively for Bango in connection with the Placing and no one else and will not be responsible to anyone other than Bango for providing the protections afforded to their clients nor for providing advice to any other person in relation to the Placing and/or any other matter referred to in this announcement.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Cenkos Securities plc or Bango or any of their respective affiliates or any of their respective directors, officers, employees, advisers or representatives (collectively, "Representatives") as to or in relation to the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.

This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. Any investment decision to buy Placing Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by Cenkos Securities plc or Bango.

This announcement contains certain forward-looking statements, beliefs or opinions, with respect to certain of Bango's current expectations and projections about future prospects, developments, strategies, performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which sometimes use words such as "aim", "anticipate", "believe", "intend", "plan", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts and reflect the directors' beliefs and expectations and involve a number of risks, uncertainties and assumptions that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. Statements contained in this announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this announcement is subject to change without notice and, except as required by applicable law, neither Bango nor Cenkos Securities plc nor any of their respective affiliates nor any of their respective Representatives assumes any responsibility or obligation to update, amend or revise publicly or review any of the forward-looking statements contained in this announcement. You should not place undue reliance on forward-looking statements, which speak only as of the date of this announcement. Any indication in this announcement of the price at which Placing Shares have been bought or sold in the past cannot be relied upon as a guide to future performance. No statement in this announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings of Bango for the current or future financial years will necessarily match or exceed the historical or published earnings of Bango. Past performance of Bango cannot be relied on as a guide to future performance and persons reading this announcement are cautioned not to place undue reliance on such forward-looking statements.

The price of Ordinary Shares and any income from them may go down as well as up and investors may not get back the full amount invested on disposal of the Ordinary Shares.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the AIM Market operated by the London Stock Exchange.

Neither the content of Bango's website nor any website accessible by hyperlinks on Bango's website is incorporated in, or forms part of, this announcement.

 

END

 

 

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