Placing to Raise £3.2m

RNS Number : 9585D

Bango PLC

11 December 2009

 



11 December 2009

Embargoed until 07:00

BANGO PLC

("Bango" or the "Company")

Placing to raise approximately £3.2 million 

Bango plc (AIM:BGO), the mobile web payments and analytics company, announces that it has conditionally raised £3.2 million gross (approximately £3 million net of expenses) by way of a conditional Placing of 7,488,372 new Ordinary Bango shares at 43 pence per share. The Company intends that the net proceeds of the Placing will be used to accelerate payments to selected content providers ahead of receipt of funds from network operators. The Board believes this service will provide additional percentage margin for Bango, will enable Bango customers to grow their content related businesses faster, and, will encourage the transfer of business to Bango. 

Background to the Placing

Bango's technology and relationships have been developed such that they have the ability to enable the processing of significantly higher volumes of transactions than are currently flowing through the Bango platform without increasing operating costs. The Board is focused on increasing transaction volumes to leverage this situation, and the availability of additional capital will facilitate this. Currently the Company has a debt facility with the Royal Bank of Scotland plc which provides the ability to accelerate funds at increased margin on a month by month basis. The Directors believe that the ability to enter into longer term relationships with content providers, underpinned by the availability of the Company's own capital, will be beneficial to the growth of volumes and margins. 

Approximately £1m of the proceeds is expected to be used to accelerate funds to identified content providers in the next few months. The balance of the Placing proceeds is expected to be used to accelerate funds to existing or new content provider customers within the next 12 months. 

Details of the Placing

Bango is proposing to raise approximately £3 million net of expenses, through the issue of 7,488,372 Placing Shares pursuant to the Placing at 43 pence per Placing Share and, as announced today, it has conditionally placed the Placing Shares at the Placing Price with institutional and other investors. The Placing Price represents a discount of approximately 9.5 per cent. to the mid-market closing price of 47.5 pence per Ordinary Share on 9 December 2009, being the last practicable dealing day prior to the publication of this document. The Placing Shares represent approximately 21 per cent. of the enlarged share capital of the Company following the Placing.

The Placing Shares will be allotted, issued and admitted to trading on AIM in two tranches as set out below (being the First Admission and Second Admission) with the aim of ensuring that the First Placing Shares, which are being placed to investors who may include VCT's and /or investors who wish the First Placing Shares to fall within the EIS, are capable of forming qualifying holdings for the purposes of the VCT legislation and/or falling within the requirements for the EIS (subject to all requisite VCT and EIS conditions being fulfilled).

Application will be made to the London Stock Exchange for the First Placing Shares and Second Placing Shares to be admitted to trading on AIM and subject to, inter alia, the Resolutions being passed by the requisite majority, it is anticipated that trading in the First Placing Shares will commence on AIM at 8.00 a.m. on 6 January 2010 and that the trading in the Second Placing Shares will commence on AIM on 8.00 am on 7 January 2010.

The Placing Shares will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive any dividend or other distribution declared, made or paid after Admission.

The Placing is conditional, inter alia, upon: 

(i)   the Resolutions to be proposed at the General Meeting being passed without amendment; and

(ii)   the Placing Agreement becoming unconditional in all respects and it not having been terminated.

The First Placing is also conditional upon the admission of the First Placing Shares to trading on AIM becoming effective by not later than 8.00 a.m. on 6 January 2010 (or such later time and date as the Company and Cenkos may agree, not being later than 8.00 a.m. on 14 January 2010). The Second Placing is conditional upon the admission of the Second Placing Shares to trading on AIM becoming effective by not later than 8.00 am on 7 January 2010. The First Placing is not conditional upon the Second Placing.

Participation of Directors in the Placing

The following Directors have agreed to subscribe for Placing Shares at the Placing Price. Immediately after the Second Admission, it is expected that these Directors will have the following shareholdings:

Director	Number of Placing Shares	Total shareholding immediately following  Admission	Approximate % of Enlarged Share Capital
Mr Lindsay Bury	212,500	1,162,500	3.2%
Mr Raymond Anderson	200,000	6,624,036	18.5%

The General Meeting of the Company is to be held at the office of Cenkos Securities plc, 6.7.8 Tokenhouse Yard, London EC2R 7AS at 10 a.m. on 5 January 2010. 

A copy of the circular containing the Notice of General Meeting will be posted to Shareholders today and will be available from the Company's website later on today at www.bango.com.

Ray Anderson, Chief Executive Officer of Bango, commented, 

"We believe that the mobile content market is at an exciting point in its development, with large, global companies now utilising the mobile internet to connect with their customers. With a mobile internet payment and analytics platform, we believe that we sit at the heart of this industry, with the capacity to facilitate valuable interactions between content providers, mobile network operators and their customers. Through the net proceeds raised via this Placing, we should have the ability to assist content providers in growing their online businesses, which in turn we expect to result in increased transactional volumes for Bango, leveraging the investment we have made in our platform. I am delighted that Bango has received such strong support from both current and new institutional investors and look forward to delivering enhanced shareholder value." 

Contact Details:

Bango plc	ICIS	Cenkos Securities plc
Tel.    [phone]	Tel.    [phone]	Tel.     [phone]
Ray Anderson, CEO	Caroline Evans-Jones	Ken Fleming
Peter Saxton, CFO	Fiona Conroy	Jon Fitzpatrick

About Bango 

Bango (AIM: BGO) provides technology that enables commerce on the mobile web. 

Bango enables businesses of all sizes to collect payment for music, games, applications, videos and services sold to internet connected mobile phone users. Bango is able to charge payments to mobile phone bills or use other billing methods such as credit card based on intelligence about the consumer. Bango also provides an analytics service that provides accurate information about visitors and the effectiveness of marketing activities for mobile web sites.

Visit www.bango.com.

Definitions

"Admission"	where the context requires First Admission and/or Second Admission
"AIM Rules"	the rules published by the London Stock Exchange (as amended from time to time) governing admission to and the operation of AIM
"AIM"	AIM, a market operated by the London Stock Exchange
"Cenkos"	Cenkos Securities plc, 6.7.8. Tokenhouse Yard, London EC2R 7AS
the "Company'' or "Bango''	Bango plc
"Directors" or "Board"	the directors of the Company
"EIS"	the Enterprise Investment Scheme
"Enlarged Share Capital"	the issued share capital of the Company following Admission, as enlarged by the Placing Shares
"Existing Ordinary Shares"	28,389,734 Ordinary Shares in issue at the date of this announcement
"First Admission"	means the Admission of the First Placing Shares to trading on AIM becoming effective in accordance with the AIM Rules
"First Placing"	the proposed conditional placing by Cenkos of the First Placing Shares at the Placing Price in accordance with the Placing Agreement
"First Placing Shares"	means up to an not exceeding 1,800,000 new Ordinary Shares to be allotted and issued by the Company pursuant to the First Placing
"General Meeting" or "GM"	the general meeting of the Company to be held at the offices of Cenkos at 10 a.m. on 5 January 2010
"Notice of General Meeting"	the notice convening the General Meeting
"Ordinary Shares"	the ordinary shares of £0.20 each in the capital of the Company
"Placing"	together the First Placing and the Second Placing
"Placing Agreement"	the conditional agreement dated between the Company and Cenkos relating to the Placing
"Placing Price"	43 pence per Placing Share
"Placing Shares"	7,488,372 new Ordinary Shares to be allotted and issued by the Company at the Placing Price pursuant to the Placing Agreement
"Resolutions"	the resolutions to be proposed at the General Meeting as set out in the Notice of General Meeting
"Second Admission"	the admission of the Second Placing Shares to trading on AIM becoming effective in accordance with the AIM Rules
"Second Placing"	the proposed placing by Cenkos of the Second Placing Shares at the Placing Price in accordance with the Placing Agreement
"Second Placing Shares"	the 5,688,372 new Ordinary Shares to be allotted and issued by the Company pursuant to the Second Placing, being the number of Placing Shares less the First Placing Shares
"Shareholders"	holders of Ordinary Shares
"VCT"	Venture Capital Trust

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