Capital Raise of up to £300,000
THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) (THE "ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE. PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, THE PUBLIC OF IRELAND OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO PURCHASE AND/OR SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN MOBILE STREAMS PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF MOBILE STREAMS PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (596/2014/EU) AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED WITHIN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF INSIDE INFORMATION (AS DEFINED IN MAR). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THOSE PERSONS THAT RECEIVED INSIDE INFORMATION IN A MARKET SOUNDING ARE NO LONGER IN POSSESSION OF SUCH INSIDE INFORMATION.
9 January 2024
Mobile Streams plc
("Mobile Streams", the "Company" or the "Group")
Capital Raise of up to £300,000
Mobile Streams plc (AIM: MOS), the AIM quoted mobile content and data intelligence company, today announces its intention to conduct a non pre-emptive placing of new ordinary shares in the Company ("Ordinary Shares") ("Offer Shares") to raise gross proceeds of up to £300,000 (the "Capital Raise") to fund the expansion of its operations in Mexico and for PLC working capital.
The Capital Raise will comprise of:
- An institutional placing (the "Placing") that will be conducted through an accelerated book building process (the "Bookbuilding Process"), which will be launched immediately following this Announcement, and will be made available to new and existing eligible investors; and
- A retail offer of new Ordinary Shares in the Company via the BookBuild platform (the "Retail Offer"). The Retail Offer aims to provide existing retail investors in the UK with an opportunity to participate in the Capital Raise. A separate announcement has been made regarding the Retail Offer.
The Capital Raise is in line with the Company's stated intentions as announced on 12 December 2023, as part of the expansion and strategy update alongside the direct subscription for shares by certain investors, Directors and PDMRs of the Company (the "Subscription").
Given the time that has elapsed since the Subscription was announced and following stakeholder engagement, the Company has determined to reduce the issue price to 0.06 pence per New Ordinary Share (the "Offer Price"), representing a premium to the Closing Mid-Market Price on 8 January 2024 of approximately 14%; there will also now be no warrants attached to these New Ordinary Shares.
The Placing is subject to the terms and conditions set out in Appendix 1 to this Announcement. Panmure Gordon (UK) Limited ("Panmure Gordon") are acting as Sole Bookrunner in connection with the Placing. The issue and allotment of the new Ordinary Shares will be within the existing authorities of the Company's board of directors.
It is expected that the Bookbuilding Process will close at the same time as the Retail Offer, being 4.30pm on 11 January 2024, however the timing of the closing of the book and allocations remain at the discretion of the Company and Panmure Gordon, and the Bookbuilding Process may close earlier than the Retail Offer.
Rationale for the Capital Raise & Use of Proceeds
As announced, MOS and its partners intend to create one of the largest Sports Media Groups in Mexico, by partnering with one of the largest media publishers in Mexico, namely Capital Media Group, together with the co-owner of Necaxa football club, the co-owner of Atlante football club, the co-owners of Capital Media Group and the Neme family, which owns Alive Sports Entertainment, one of Mexico's biggest sports event businesses.
The Company's existing wholly owned Mexican subsidiary, Mobile Streams of Mexico, S.de R.I, intends to pay MXN 5m to obtain a 10% shareholding in Capital Media Sports, which has a strategy seeking to acquire a number of sporting publications under which it has signed heads to terms to acquire Estadio, a major existing heritage sports media publication in Mexico formerly owned by Capital News S.A ("Capital News" and part of the Capital Media Group), as the first of these. Capital Media Sports will, according to the HOT (Heads of Terms), acquire all associated IP for the print and digital operations of the publication.
Initially Capital Media Sports will acquire the assets and IP of Estadio. Given its limited recent operations, there is no financial information regarding Estadio to report under Schedule 4 of the AIM Rules. Following the acquisition of the interest in Capital Media Sports, MOS and its partners will, subject to regulatory approvals, then fund the launch of two associated companies, Estadio Bet ("Bet") and Estadio Talk ("Talk"), in which MOS will have a 25% interest (together the "Investment").Bet will be a betting company using the sports publication brand to deliver online gambling and betting services to Mexican consumers and Talk will be a 'Talk Sport' style podcast service, also utilising the brand.
To fund the costs of the Investment, including the Company's share of launch and development of Bet as well as to fund ongoing working capital, the Company undertook a Company led subscription with various investors and certain Directors to raise gross proceeds of £675,000 (including £100,000 of shares being issued in lieu of accrued Directors' and Management's fees). Each Subscriber will also receive one for one warrants exercisable at 0.15p that have a 12 month term, are non-transferable and will not be listed.
It is expected that £250,000 of the Subscription proceeds will be allocated towards funding the launch and development of Bet. The target for the launch of Bet is early Q2 2024 and Talk shortly thereafter, subject to funding.
The three businesses will, it is hoped, provide for cross advertising and marketing opportunities. Along with that, Capital Media Group's 25 media channels including print, online, radio and television channels will advertise the sports publication brand, promoting these services to an estimated 25m plus audience reach from launch. At the same time, MOS's Heroes NFTclub service will be advertised across all these channels.
MOS will sign service agreements with both Bet and Talk and the expected contracted fee arrangements from these agreements for services provided to Bet and Talk are expected to generate substantial revenue for the Company. MOS expects the combined impact of these agreements, revenue synergy opportunities and cost transfers, to get the Company to cash breakeven within 12 months.
Immediate additional benefits for MOS include:
· Revenue synergy opportunities for its existing content portfolio - Live Scores sites, NFTs and the sports publication audience;
· Advertising, sponsorship and editorial opportunities within publication branded assets;
· Potential future dividend payments from Capital Media Sports and proceeds from any liquidity events, should they come to fruition;
· Strategic positioning being enhanced within Mexico and the LATAM region.
Details of the Capital Raise
The Capital Raise is expected, to raise gross proceeds of up to £0.3m, comprising the Placing and the Retail Offer. The total number of new Ordinary Shares to be issued pursuant to the Capital Raise (the "Offer Shares") will be announced by the Company at the close of the Bookbuild process. The Company will rely on the allotment and disapplication of pre-emption rights authorities granted by shareholders to the Company at its annual general meeting ("AGM") held on 31 January 2023.
The Capital Raise is not conditional upon the approval by the Company's shareholders.
Details of the Placing
The Placing is subject to the terms and conditions set out in Appendix to this Announcement.
The Company has today entered into a placing agreement with the Sole Bookrunner in relation to the Placing (the "Placing Agreement"). Pursuant to the terms of the Placing Agreement, the Sole Bookrunner, as agent for the Company, have conditionally agreed to use their reasonable endeavours to place the Placing Shares with investors. The Sole Bookrunner will commence the Bookbuilding Process in respect of the Placing immediately following the publication of this Announcement. The number of Placing Shares to be issued to Placees in connection with the Placing will be determined by the Company and Sole Bookrunner following the close of the Bookbuilding Process.
The book will open with immediate effect following this Announcement. The timing of the closing of the Bookbuilding Process, the number of Placing Shares and allocations are to be agreed between the Sole Bookrunner and the Company. Details of the number of Placing Shares taken up under the Placing will be announced as soon as practicable after the close of the Bookbuilding Process. The Placing is not being underwritten.
The Placing Agreement contains customary warranties from the Company in favour of the Sole Bookrunner relating to the Group and its business. In addition, the Company has agreed to indemnify the Sole Bookrunner and their affiliates in relation to certain liabilities they may incur in respect of the Placing. The Sole Bookrunner can terminate the Placing Agreement at any time prior to Admission in certain circumstances, including in the event of a breach of the warranties given in the Placing Agreement, the failure of the Company to comply with its obligations under the Placing Agreement or, the occurrence of a force majeure event or a material adverse change affecting the financial position or business or prospects of the Company. If this right is exercised by the Sole Bookrunner the Placing will not proceed.
Details of the Retail Offer
The Company also intends to use the BookBuild Platform to conduct a Retail Offer, on the terms to be set out in a separate announcement to be made by the Company.
The Retail Offer Shares, when issued and fully paid, will rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of Admission.
The Retail Offer will not be available to investors outside the UK.
Admission, settlement and CREST
Application will be made to London Stock Exchange plc (the "London Stock Exchange") for the Offer Shares to be admitted to trading on the AIM Market ("AIM") ("Admission"). The Offer Shares, when issued, will be credited as fully paid and will rank pari passu in all respects with the existing ordinary shares of 0.01 pence each in the capital of the Company (the "Existing Ordinary Shares"), including, without limitation, the right to receive all dividends and other distributions declared, made or paid after the date of issue. It is expected that Admission will be effective and trading in the Offer Shares will commence at 8.00 a.m. on 15 January 2024.
This Announcement should be read in its entirety. In particular, your attention is drawn to the detailed terms and conditions of the Placing and further information relating to the Placing and any participation in the Placing that is described in Appendix 1 to this Announcement (which forms part of this Announcement).
Appendix 1 sets out further information relating to the Bookbuilding Process and the terms and conditions of the Placing. Persons who choose to participate in the Placing, by making an oral, electronic or written offer to acquire Placing Shares, will be deemed to have read and understood this Announcement in its entirety (including the Appendix) and to be making such offer on the terms and subject to the conditions herein, and to be providing the representations, warranties, agreements, acknowledgements and undertakings contained in Appendix.
For the purposes of UK MAR, the person responsible for arranging the release of this announcement on behalf of the Company is Mark Epstein, Chief Executive Officer.
Ends
For further information, please contact:
Mobile Streams plc
Nigel Burton, Adviser
+44 77 8523 4447
Beaumont Cornish (Nominated Adviser)
James Biddle / Roland Cornish
+44 (0) 20 7628 3396
Panmure Gordon (Sole Bookrunner)
Simon J French
Hugh Rich
Tel: +44 (0) 20 7886 2500
IMPORTANT NOTICES
Neither this Announcement, nor any copy of it, may be taken or transmitted, published or distributed, directly or indirectly, in or into the United States, Australia, Canada, Japan, New Zealand, the Republic of Ireland or the Republic of South Africa or to any persons in any of those jurisdictions or any other jurisdiction where to do so would constitute a violation of the relevant securities laws of such jurisdiction. This Announcement is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for any shares in the capital of the Company in the United States, Australia, Canada, Japan, New Zealand, the Republic of Ireland or the Republic of South Africa or any other state or jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. Any failure to comply with these restrictions may constitute a violation of securities laws of such jurisdictions. The securities referred to in this Announcement have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or with any securities regulatory authority of any state or jurisdiction of the United States, or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, pledged, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and, in each case, in compliance with the securities laws of any state or other jurisdiction of the United States.
There is no intention to register any portion of the Placing, or any of the other securities referred to in this announcement, in the United States or to conduct any public offering of securities in the United States or elsewhere. All offers of Placing Shares will be made pursuant to an exemption under the Regulation (EU) 2017/1129 (the "EU Prospectus Regulation") and Prospectus Regulation (EU 2017/1129 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"), as amended ("UK Prospectus Regulation") from the requirement to produce a prospectus. 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 Regulation) to be published. Persons needing advice should consult an independent financial adviser.
Members of the public are not eligible to take part in the Placing. This Announcement including the terms and conditions set out in Appendix is for information purposes only and is directed only at: (a) persons in Member States of the Economic European Area who are qualified investors within the meaning of article 2(1)(e) of the Prospectus Regulation ("Qualified Investors"); and (b) in the United Kingdom, persons who are Qualified Investors as defined in article (2)(e) of the UK Prospectus Regulation and who (i) have professional experience in matters relating to investments falling within the definition of "investments professional" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); (ii) are persons falling within article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc") of the Order; or (iii) are persons to whom it may otherwise be lawfully communicated; (all such persons together being referred to as "Relevant Persons"). This Announcement must not be acted on or relied on by persons in any EEA member state by persons who are not Qualified Investors or by persons in the UK who are not Relevant Persons.
The distribution of this Announcement (including the Appendix) and the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, and/or the Sole Bookrunner that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and the Sole Bookrunner to inform themselves about, and to observe, such restrictions. Any failure to comply with this restriction may constitute a violation of the securities laws of such jurisdictions. Persons needing advice should consult an independent financial adviser.
The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States. The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance, and the Placing Shares have not been, nor will they be registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan, New Zealand, the Republic of Ireland or the Republic of South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan, New Zealand, the Republic of Ireland or the Republic of South Africa or any other jurisdiction outside the EEA and the United Kingdom.
This Announcement is not being distributed by, nor has it been approved for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended ("FSMA"), by a person authorised under FSMA. This Announcement is being distributed to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply.
Persons (including without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any action.
This Announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty or other assurance, express or implied, is or will be made by the Sole Bookrunner, or by any of their respective partners, directors, officers, employees, advisers, consultants, affiliates or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to any interested person or its advisers, and any liability therefore is expressly disclaimed. None of the information in this Announcement has been independently verified or approved by the Sole Bookrunner or any of their respective partners, directors, officers, employees, advisers, consultants, affiliates or agents. Save for any responsibilities or liabilities, if any, imposed on the Sole Bookrunner by FSMA or by the regulatory regime established under it, no responsibility or liability is accepted by the Sole Bookrunner or any of their respective partners, directors, officers, employees, advisers, consultants, affiliates or agents for any errors, omissions or inaccuracies in such information or opinions or for any loss, cost or damage suffered or incurred howsoever arising, directly or indirectly, from any use of this Announcement or its contents or otherwise in connection with this Announcement or from any acts or omissions of the Company in relation to the Placing.
Panmure Gordon, who are authorised and regulated by the Financial Conduct Authority (the "FCA") in the United Kingdom, are acting solely for the Company and no-one else in connection with the transactions and arrangements described in this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the transactions and arrangements described in this Announcement. Neither the Sole Bookrunner nor any of their respective partners, directors, officers, employees, advisers, consultants, affiliates or agents are responsible to anyone other than the Company for providing the protections afforded to clients of the Sole Bookrunner or for providing advice in connection with the contents of this Announcement or for any other matters referred to herein.
Beaumont Cornish Limited ("Beaumont Cornish") is the Company's Nominated Adviser and is authorised and regulated by the FCA. Beaumont Cornish's responsibilities as the Company's Nominated Adviser, including a responsibility to advise and guide the Company on its responsibilities under the AIM Rules for Companies and AIM Rules for Nominated Advisers, are owed solely to the London Stock Exchange. Beaumont Cornish is not acting for and will not be responsible to any other persons for providing protections afforded to customers of Beaumont Cornish nor for advising them in relation to the proposed arrangements described in this announcement or any matter referred to in it.
Cautionary statements
This Announcement may contain and the Company may make verbal statements containing "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company. As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. The information contained in this Announcement is subject to change without notice and except as required by applicable law or regulation (including to meet the requirements of the AIM Rules, MAR, the Prospectus Regulation Rules and/or FSMA), the Company expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statements are based. Statements contained in this Announcement regarding past trends or activities should not be taken as representation that such trends or activities will continue in the future. You should not place undue reliance on forward-looking statements, which speak only as of the date of this Announcement.
No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future years would necessarily match or exceed the historical published earnings per share of the Company. Any indication in this Announcement of the price at which ordinary shares have been bought or sold in the past cannot be relied upon as a guide to future performance.
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 decisions 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 the Sole Bookrunner.
The Offer Shares to be issued pursuant to the Capital Raise will not be admitted to trading on any stock exchange other than AIM.
Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this Announcement.
Information to Distributors (UK)
Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements") and/or any equivalent requirements elsewhere to the extent determined to be applicable, and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements and/or any equivalent requirements elsewhere to the extent determined to be applicable) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each defined in Chapter 3 of the FCA Handbook Conduct of Business Sourcebook ("COBS"); and (ii) eligible for distribution through all permitted distribution channels (the "UK Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The UK Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the UK Target Market Assessment, the Sole Bookrunner have only procured investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the UK Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of COBS; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.
Information to Distributors (EU)
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "EU Target Market Assessment"). Notwithstanding the EU Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The EU Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the EU Target Market Assessment, the Sole Bookrunner will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the EU Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.
APPENDIX 1
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING SHARES
This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing.
TERMS AND CONDITIONS OF THE PLACING
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING AND NO PUBLIC OFFERING OF THE PLACING SHARES (BEING NEW ORDINARY SHARES IN MOBILE STREAMS PLC (THE "COMPANY")) WILL BE MADE. THE TERMS AND CONDITIONS SET OUT AND REFERRED TO HEREIN ARE DIRECTED ONLY AT PERSONS SELECTED BY PANMURE GORDON (UK) LIMITED ("PANMURE GORDON") WHO ARE PERSONS ("PLACEES") WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE "QUALIFIED INVESTORS", AS DEFINED IN ARTICLE 2(E) OF THE PROSPECTUS REGULATION (REGULATION (EU) 2017/1129) AS AMENDED FROM TIME TO TIME (THE "EU PROSPECTUS REGULATION") AND (B) IF IN THE UNITED KINGDOM, INVESTORS WHO ARE QUALIFIED INVESTORS, AS DEFINED IN ARTICLE 2(E) OF THE PROSPECTUS REGULATION (ACTING AS PRINCIPAL OR IN CIRCUMSTANCES TO WHICH SECTION 86(2) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (AS AMENDED) ("FSMA") APPLIES) AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED) (THE "UK PROSPECTUS REGULATION") AND OTHER IMPLEMENTING MEASURES (SUCH PERSONS IN (A) AND (B) (I) BEING "QUALIFIED INVESTORS"); AND WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF FSMA (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "FPO"); (II) FALL WITHIN THE DEFINITION OF "HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC" IN ARTICLE 49(2)(A) TO (D) OF THE FPO; OR (III) OTHERWISE PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. DISTRIBUTION OF THIS DOCUMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED OR PROHIBITED BY LAW. PERSONS DISTRIBUTING THIS DOCUMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.
ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS DOCUMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
THIS DOCUMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY JURISDICTION ("RESTRICTED JURISDICTION").
THIS DOCUMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES OF AMERICA. THIS DOCUMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE BEING OFFERED AND SOLD OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN RELIANCE ON, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES. NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN RESPONSE TO THE INFORMATION CONTAINED IN THIS DOCUMENT, WILL NOT BE ACCEPTED.
THIS DOCUMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS DOCUMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING SHARES. THE PRICE OF THE PLACING SHARES AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON DISPOSAL OF THE PLACING SHARES. THE DISTRIBUTION OF THIS DOCUMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS, AND ANY PERSON INTO WHOSE POSSESSION THIS DOCUMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH RESTRICTIONS.
No action has been taken by the Company or Panmure Gordon or any of their respective affiliates, agents, directors, officers, consultants or employees that would permit an offer of the Placing Shares or possession or distribution of this document or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required.
All offers of the Placing Shares will be made pursuant to an exemption under the UK Prospectus Regulation from the requirement to produce a prospectus. In the United Kingdom, this document is being directed solely at persons in circumstances in which section 21(1) of FSMA does not apply.
The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, or any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this document. Any representation to the contrary is a criminal offence in the United States.
The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with or registered by the Australian Securities and Investments Commission or the Japanese Ministry of Finance or the South African Reserve Bank; and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan or the Republic of South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan, the Republic of South Africa or any other jurisdiction in which such offer, sale, resale or delivery would be unlawful.
Details of the Placing Agreement and the Placing Shares
Panmure Gordon and the Company entered into a Placing Agreement earlier today, under which Panmure Gordon has, on the terms and subject to the conditions set out therein, undertaken to use its reasonable endeavours to procure subscribers for the Placing Shares at the Issue Price, in order to raise up to £300,000 in gross proceeds. The Placing is not being underwritten by Panmure Gordon or any other person.
The Placing Shares are expected to be issued on or around 15 January 2024. The Placing Shares will, when issued, be subject to the articles of association of the Company, will be credited as fully paid and will rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions (if any) declared, made or paid on or in respect of Ordinary Shares after the date of issue of the Placing Shares.
The Placing Shares will trade under MOS with ISIN GB00B0WJ3L68.
Application for admission to trading of the Placing Shares
Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. Admission of the Placing Shares expected to take place on 15 January 2024 ("Admission").
Placing
This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares. The principal terms of the Placing are as follows:
1. Panmure Gordon is arranging the Placing as agent for, and broker to, the Company. Panmure Gordon is regulated by the FCA, and is acting exclusively for the Company and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to its customers or for providing advice in relation to the matters described in this Announcement.
2. The price payable for the Placing Shares is fixed at 0.06p (the "Issue Price").
3. The number of Placing Shares to be issued at the Issue Price under the Placing will be agreed between Panmure Gordon and the Company.
4. Participation in the Placing is only available to persons who are lawfully able to be, and have been, invited to participate by Panmure Gordon. Panmure Gordon is entitled to participate in the Placing as principal.
5. Each Placee's allocation has been or will be confirmed to Placees orally, or in writing (which can include email), by Panmure Gordon and a trade confirmation or contract note has been or will be dispatched as soon as possible thereafter. Panmure Gordon's oral or written confirmation will give rise to an irrevocable, legally binding commitment by that person (who at that point becomes a Placee), in favour of Panmure Gordon and the Company, under which it agrees to acquire by subscription the number of Placing Shares allocated to it at the Issue Price and otherwise on the terms and subject to the conditions set out in this Announcement and in accordance with the Company's articles of association. Except with Panmure Gordon's consent, such commitment will not be capable of variation or revocation.
6. As noted above, each Placee's allocation will, unless otherwise agreed between the Placee and Panmure Gordon, be evidenced by a trade confirmation or contract note issued to each such Placee by Panmure Gordon. The terms and conditions of this Announcement (including this Appendix) will be deemed to be incorporated in that trade confirmation, contract note or such other confirmation and will be legally binding on the Placee on behalf of which it is made and except with Panmure Gordon's consent will not be capable of variation or revocation from the time at which it is issued.
7. Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to Panmure Gordon (as agent for the Company), to pay to Panmure Gordon (or as Panmure Gordon may direct) in cleared funds an amount equal to the product of the Issue Price and the number of Placing Shares such Placee has agreed to acquire and the Company has agreed to allot and issue to that Placee.
8. Except as required by law or regulation, no press release or other announcement will be made by Panmure Gordon or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.
9. Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement".
10. All obligations of Panmure Gordon under the Placing will be subject to fulfilment of the conditions referred to below "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate under the Placing Agreement".
11. By participating in the Placing, each Placee agrees that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.
12. To the fullest extent permissible by law and the applicable rules of the FCA, neither Panmure Gordon nor any of its Affiliates or any of its officers, directors, employees, consultants or agents shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise whether or not a recipient of these terms and conditions) in respect of the Placing. Each Placee acknowledges and agrees that the Company is responsible for the allotment of the Placing Shares to the Placees and Panmure Gordon and its Affiliates and officers, directors, employees, consultants or agents shall have no liability to the Placees for the failure of the Company to fulfil those obligations. In particular, neither Panmure Gordon nor any of its Affiliates shall have any liability (including to the extent permissible by law, any fiduciary duties) in respect of Panmure Gordon's conduct of the Placing.
Conditions of the Placing
Panmure Gordon's obligations under the Placing Agreement in respect of, amongst other things, the Placing are conditional on, inter alia:
1. the release of this Announcement to a Regulatory Information Service by no later than 7.00 a.m. on 9 January 2024 or such later time and/or date as agreed by the Company and Panmure Gordon (being no later than the Long Stop Date);
2. the Placing Results Announcement (as defined in the Placing Agreement) having been released to a Regulatory Information Service by no later than 5.30 p.m. on 11 January 2024 (or such later time and/or date as the Company and Panmure Gordon may agree (being not later than the Long Stop Date));
3. the delivery by the Company to Panmure Gordon and the acceptance by Panmure Gordon of the Placing Results Agreement (as defined in the Placing Agreement) by not later than 5.30 p.m. on 11 January 2024 (or such later time and/or date as the Company and Panmure Gordon may agree (being not later than the Long Stop Date));
4. the Application (as defined in the Placing Agreement) and all other documents required to be submitted in connection with the application for Admission being delivered by or on behalf of the Company to Panmure Gordon in accordance with the AIM Rules by not later than 5.30pm on 11 January 2024 (or such later time and/or date as agreed by the Company and Panmure Gordon (being no later than the Long Stop Date);
5. the Company having fully complied with all its obligations under the Placing Agreement to the extent that such obligations fall to be performed or satisfied on or prior to Admission;
6. the Investment Documents (as defined in the Placing Agreement) remaining in full force and effect and not having lapsed or been terminated or amended and no notice having been given of the same;
7. none of the warranties given in the Placing Agreement being untrue, inaccurate or misleading in any respect at any time between 8 January 2024 and Admission and the delivery by the Company to Panmure Gordon of the duly executed Warranty Confirmation Certificate (as defined in the Placing Agreement) on the Business Day (and by no later than 5.00pm on that day) immediately preceding the date of Admission;
8. the Company delivering to Panmure Gordon the documents listed in Schedule 2 of the Placing Agreement by not later than the dates set out in such Schedule;
9. the Company having paid to the London Stock Exchange such charges as may be applicable in connection with the Admission;
10. the authority given in clause 4 of the Placing Agreement remaining in full force and effect;
11. no matter having arisen before Admission which might reasonably be expected to give rise to a claim under clause 9 of the Placing Agreement;
12. Panmure Gordon not having exercised any of its rights to terminate the Placing Agreement pursuant to clause 11 of the Placing Agreement; and
13. Admission becoming effective on or before, 8.00am on 15 January 2024 (or such later date as Panmure Gordon and the Company may agree but, in any event, not later than 5.00pm on the Long Stop Date) (the Admission Condition).
If: (i) any of the conditions contained in the Placing Agreement, including but not limited to those described above, are not fulfilled or (where applicable) waived by Panmure Gordon by the respective time or date where specified (or such later time or date as Panmure Gordon may notify to the Company (being not later than the Long Stop Date, which is 31 January 2024)) or (ii) any of such conditions becomes incapable of being fulfilled, the Placing will not proceed and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.
Panmure Gordon may, at its discretion and upon such terms as it thinks fit, waive, or extend the period for, compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement, save that the condition relating to Admission taking place by the Long Stop Date may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement or its Appendix. Placees will have no rights against Panmure Gordon, the Company or any of their respective Affiliates under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended) or otherwise.
Neither Panmure Gordon, the Company nor any of their respective Affiliates or officers, directors, employees, consultants or agents shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of Panmure Gordon.
Right to terminate the Placing Agreement
Panmure Gordon is entitled to terminate the Placing Agreement at any time prior to Admission by giving written notice to the Company in certain circumstances, including, inter alia:
1. any of the Conditions (other than the Admission Condition) which is not waived (if capable of waiver) becomes incapable, for any reason, of being satisfied or, in the reasonable opinion of Panmure Gordon, is likely to be incapable of satisfaction before Admission; or
2. any statement contained in any of the Placing Documents (as defined in the Placing Agreement) has become untrue or inaccurate or misleading or a new matter has arisen or a change has taken place which would, if such document were published at that time, constitute a material omission therefrom; or
3. in the opinion of Panmure Gordon, there is a material adverse change in the financial position, business or prospects of the Group; or
4. in the opinion of Panmure Gordon, the results of any due diligence or expert investigations and examinations conducted by or on behalf of Panmure Gordon or the Company are not, in any material respect, satisfactory with respect to the Company or its Group; or
5. there has been a breach of any Warranty or any fact or circumstance has arisen which has caused any Warranty to become untrue, inaccurate or misleading in any material respect if it were repeated at any time on or before Admission by reference to the facts or circumstances subsisting at the time of repetition; or
6. the Company has failed in any material respect to comply with the Companies Act 2006, FSMA, the Disclosure Guidance and Transparency Rules, the Market Abuse Regulation or the Prospectus Regulation Rules; or
7. the Investment Documents are terminated or breached or the arrangements relating to the Estadio Newcos are materially amended or proposed to be materially amended; or
8. the Company has failed to comply in any material respect with its obligations under the Placing Agreement; or
9. information comes to the attention of Panmure Gordon such that in its opinion (acting in good faith), Admission would adversely affect the reputation and integrity of AIM or that Admission is unlikely to be granted by the London Stock Exchange.
If the Placing Agreement is terminated prior to Admission then the Placing will not occur.
The rights and obligations of the Placees will not be subject to termination by the Placees or any prospective Placees at any time or in any circumstances. By participating in the Placing, Placees agree that the exercise by Panmure Gordon of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of Panmure Gordon and that Panmure Gordon need not make any reference to Placees in this regard and that neither Panmure Gordon nor any of its Affiliates shall have any liability to Placees whatsoever in connection with any such exercise or failure so to exercise.
No Prospectus
The Placing Shares are being offered to a limited number of specifically invited persons only and have not been nor will be offered in such a way as to require the publication of a prospectus in the United Kingdom or any equivalent document in any other jurisdiction. No offering document or prospectus has been or will be submitted to be approved by the FCA or the London Stock Exchange in relation to the Placing or the Placing Shares, and Placees' commitments will be made solely on the basis of the information contained in this Announcement (including this Appendix) and the business and financial information that the Company is required to publish in accordance with the AIM Rules for Companies (the "Exchange Information") or which it has otherwise announced by means of a Regulatory Information Service ("Publicly Available Information"). Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information (other than the Exchange Information/Publicly Available Information), representation, warranty, or statement made by or on behalf of the Company or Panmure Gordon or any other person and neither Panmure Gordon, the Company nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received and, if given or made, such information, representation, warranty or statement must not be relied upon as having been authorised by Panmure Gordon, the Company or their respective officers, directors, employees, consultants or agents. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Neither the Company nor Panmure Gordon are making any undertaking or warranty to any Placee regarding the legality of an investment in the Placing Shares by such Placee under any legal, investment or similar laws or regulations. No Placee should consider any information in this Announcement to be or constitute legal, tax or business advice. Each Placee should consult its own solicitor, tax adviser and financial adviser for independent legal, tax and financial advice regarding an investment in the Placing Shares. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.
Registration and Settlement
Settlement of transactions in the Placing Shares will, unless otherwise agreed, take place on a delivery versus payment basis within CREST. Each Placee will be deemed to agree that it will do all things necessary to ensure that delivery and payment is completed as directed by Panmure Gordon in accordance with the standing CREST settlement instructions which they have in place with Panmure Gordon.
Settlement of transactions in the Placing Shares (ISIN: GB00B0WJ3L68) following Admission will take place within the system administered by Euroclear UK & International Limited ("CREST") provided that, subject to certain exceptions, Panmure Gordon reserves the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees by such other means that it deems necessary if delivery or settlement is not possible or practicable within CREST within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in any Placee's jurisdiction.
It is expected that settlement of the Placing Shares will be on 15 January 2024 unless otherwise notified by Panmure Gordon and Admission is expected to occur by 15 January 2024 or such later time as may be agreed between the Company and Panmure Gordon, not being later than the Long Stop Date.
Each Placee allocated Placing Shares in the Placing will be sent a trade confirmation or contract note stating the number of Placing Shares allocated to it at the Issue Price, the aggregate amount owed by such Placee to Panmure Gordon (as agent for the Company) and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the CREST or certificated settlement instructions that it has in place with Panmure Gordon. Settlement will be through Panmure Gordon (UK) Limited, against CREST participant account: 83801. For the avoidance of doubt, Placing allocations are expected to be booked with a trade date of 11 January 2024 and settlement date of 15 January 2024 in accordance with the instructions set out in the trade confirmation.
The Company will instruct its registrar to deliver the Placing Shares to the CREST account operated by Panmure Gordon as agent for the Company and Panmure Gordon will enter its delivery (DEL) instruction into the CREST system. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.
If a Placee wishes to receive its Placing Shares in certificated form, it should contact Panmure Gordon (UK) Limited (+44 (0)20 7886 2500) as soon as possible after receipt of the allocation confirmation.
Placees who wish to receive their Placing Shares in certificated form are expected to receive their certificates for their Placing Shares within 14 days of allotment, provided payment in full has been made.
Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above SONIA as determined by Panmure Gordon.
Each Placee is deemed to agree that, if it does not comply with these obligations, Panmure Gordon may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for Panmure Gordon's account and benefit (as agent for the Company), an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable and shall indemnify Panmure Gordon on demand for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax or securities transfer tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf. By communicating a bid for Placing Shares, each Placee confers on Panmure Gordon such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which Panmure Gordon lawfully takes in pursuance of such sale. Legal and/or beneficial title in and to any Placing Shares shall not pass to the relevant Placee until it has fully complied with its obligations hereunder.
If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that any form of confirmation is copied and delivered immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax or securities transfer tax. Neither Panmure Gordon nor the Company will be liable in any circumstances for the payment of stamp duty, stamp duty reserve tax or securities transfer tax in connection with any of the Placing Shares. Placees will not be entitled to receive any fee or commission in connection with the Placing.
Representations, Warranties and Further Terms
By participating in the Placing, each Placee (and any person acting on such Placee's behalf) makes the following representations, warranties, acknowledgements, agreements and undertakings (as the case may be) to Panmure Gordon (for itself and on behalf of the Company):
1. that it has read and understood this Announcement, including this Appendix, in its entirety and that its subscription for Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute or duplicate this Announcement;
2. that the shares in the capital of the Company are admitted to the trading on AIM, a market operated by London Stock Exchange plc, and the Company is therefore required to publish the Exchange Information, which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that it is able to obtain or access such Exchange Information without undue difficulty and is able to obtain access to such information or comparable information concerning any other publicly traded company without undue difficulty;
3. that its obligations are irrevocable and legally binding and shall not be capable of rescission or termination by it in any circumstances;
4. that the exercise by Panmure Gordon of any right or discretion under the Placing Agreement shall be within the absolute discretion of Panmure Gordon and Panmure Gordon need not have any reference to it and shall have no liability to it whatsoever in connection with any decision to exercise or not to exercise any such right and each Placee agrees that it has no rights against Panmure Gordon or the Company, or any of their respective officers, directors, consultants or employees, under the Placing Agreement pursuant to the Contracts (Rights of Third Parties Act) 1999;
5. that these terms and conditions represent the whole and only agreement between it, Panmure Gordon and the Company in relation to its participation in the Placing and supersedes any previous agreement between any of such parties in relation to such participation. Accordingly, each Placee, in accepting its participation in the Placing, is not relying on any information or representation or warranty in relation to the Company or any of its subsidiaries or any of the Placing Shares other than as contained in this Announcement, the Exchange Information and the Publicly Available Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares. Each Placee agrees that neither the Company, Panmure Gordon nor any of their respective officers, directors, employees, consultants or agents will have any liability for any such other information, representation or warranty, express or implied;
6. that Panmure Gordon does not have any duties or responsibilities to it, or its clients, similar or comparable to the duties of "best execution" and "suitability" imposed by the Conduct of Business Sourcebook in the FCA's Handbook of Rules and Guidance and that Panmure Gordon is acting for it or its clients and that it will not be responsible for providing protections to its clients;
7. that in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in the UK Prospectus Regulation: (i) the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in the United Kingdom or any Member State of the European Economic Area other than Qualified Investors or in circumstances in which the prior consent of Panmure Gordon has been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in the United Kingdom or any member state of the EEA other than Qualified Investors, the offer of those Placing Shares to it is not treated under the EU Prospectus Regulation as having been made to such persons;
8. that neither it nor, as the case may be, its clients expect Panmure Gordon to have any duties or responsibilities to such persons similar or comparable to the duties of "best execution" and "suitability" imposed by the FCA's Conduct of Business Source Book, and that Panmure Gordon is not acting for it or its clients, and that Panmure Gordon will not be responsible for providing the protections afforded to customers of Panmure Gordon or for providing advice in respect of the transactions described herein;
9. that it has made its own assessment of the Placing Shares and has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing and neither Panmure Gordon or the Company nor any of their respective Affiliates, agents, directors, officers, consultants or employees or any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the Placing Shares or the Company or any other person other than the information in this Announcement or the Publicly Available Information; nor has it requested Panmure Gordon, the Company or any of their respective Affiliates, agents, directors, officers, consultants or employees or any person acting on behalf of any of them to provide it with any such information;
10. that the only information on which it is entitled to rely on and on which it has relied upon in committing to subscribe for the Placing Shares is contained in this Announcement and the Publicly Available Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on this Announcement and the Publicly Available Information;
11. that neither Panmure Gordon nor the Company nor any of their respective Affiliates, agents, directors, officers, consultants or employees has made any representation or warranty to it, express or implied, with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of this Announcement or the Publicly Available Information;
12. that it and the person(s), if any, for whose account or benefit it is subscribing for the Placing Shares is not subscribing for and/or purchasing Placing Shares as a result of any "directed selling efforts" as defined in Regulation S;
13. that, unless specifically agreed with Panmure Gordon, it is not and was not acting on a non-discretionary basis for the account or benefit of a person located within the United States at the time the undertaking to subscribe for Placing Shares was given and it is not acquiring Placing Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any Placing Shares into the United States and it will not reoffer, resell, pledge or otherwise transfer the Placing Shares except pursuant to an exemption from the registration requirements of the Securities Act and otherwise in accordance with any applicable securities laws of any state or jurisdiction of the United States;
14. that it is not a national or resident of Canada, Australia, New Zealand, the Republic of South Africa or Japan or a corporation, partnership or other entity organised under the laws of Canada, Australia, New Zealand, the Republic of South Africa or Japan and that it will not offer, sell, renounce, transfer or deliver, directly or indirectly, any of the Placing Shares in Canada, Australia, New Zealand, the Republic of South Africa or Japan or to or for the benefit of any person resident in Canada, Australia, New Zealand, the Republic of South Africa or Japan and each Placee acknowledges that the relevant exemptions are not being obtained from the Securities Commission of any province of Canada, that no document has been or will be lodged with, filed with or registered by the Australian Securities and Investments Commission or Japanese Ministry of Finance and that the Placing Shares are not being offered for sale and may not be, directly or indirectly, offered, sold, transferred or delivered in or into Canada, Australia, New Zealand, the Republic of South Africa or Japan;
15. that it does not have a registered address in, and is not a citizen, resident or national of, any jurisdiction in which it is unlawful to make or accept an offer of the Placing Shares and it is not acting on a non-discretionary basis for any such person;
16. that it has not, directly or indirectly, distributed, forwarded, transferred or otherwise transmitted, and will not, directly or indirectly, distribute, forward, transfer or otherwise transmit, any presentation or offering materials concerning the Placing or the Placing Shares to any persons within the United States;
17. that it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with this Announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other subscribers or sold as Panmure Gordon may in its discretion determine and without liability to such Placee;
18. that it is entitled to subscribe for Placing Shares under the laws of all relevant jurisdictions which apply to it and that it has fully observed such laws and obtained all governmental and other consents which may be required thereunder or otherwise and complied with all necessary formalities and that it has not taken any action which will or may result in the Company or Panmure Gordon or any of their respective directors, officers, employees, consultants or agents acting in breach of any regulatory or legal requirements of any territory in connection with the Placing or its acceptance;
19. that it has obtained all necessary consents and authorities to enable it to give its commitment to subscribe for the Placing Shares and to perform its subscription obligations;
20. that where it is acquiring Placing Shares for one or more managed accounts, it is authorised in writing by each managed account: (a) to acquire the Placing Shares for each managed account; (b) to make on its behalf the representations, warranties, acknowledgements, undertakings and agreements in this Appendix and this Announcement of which it forms part; and (c) to receive on its behalf any investment letter relating to the Placing in the form provided to it by Panmure Gordon;
21. that it is either: (a) a person of a kind described in paragraph 5 of Article 19 (persons having professional experience in matters relating to investments and who are investment professionals) of the FPO; or (b) a person of a kind described in paragraph 2 of Article 49 (high net worth companies, unincorporated associations, partnerships or trusts or their respective directors, officers or employees) of the FPO; or (c) a person to whom it is otherwise lawful for this Announcement to be communicated and in the case of (a) and (b) undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;
22. that, unless otherwise agreed by Panmure Gordon, it is a qualified investor (as defined in section 86(7) of FSMA;
23. that, unless otherwise agreed by Panmure Gordon, it is a "professional client" or an "eligible counterparty" within the meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook and it is purchasing Placing Shares for investment only and not with a view to resale or distribution;
24. it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person;
25. that any money held in an account with Panmure Gordon (or its nominees) on its behalf and/or any person acting on its behalf will not be treated as client money within the meaning of the rules and regulations of the FCA. Each Placee further acknowledges that the money will not be subject to the protections conferred by the FCA's client money rules. As a consequence, this money will not be segregated from Panmure Gordon's (or its nominee's) money in accordance with such client money rules and will be used by Panmure Gordon in the course of its own business and each Placee will rank only as a general creditor of the Panmure Gordon;
26. that it will (or will procure that its nominee will) if applicable, make notification to the Company of the interest in its ordinary shares in accordance with the Disclosure Guidance and Transparency Rules published by the FCA;
27. that it is not, and it is not acting on behalf of, a person falling within subsections (6), (7) or (8) of sections 67 or 70 respectively or subsections (2) and (3) of section 93 or subsection (1) of section 96 of the Finance Act 1986;
28. that it will not deal or cause or permit any other person to deal in all or any of the Placing Shares which it is subscribing for and/or purchasing under the Placing unless and until Admission becomes effective;
29. that it appoints irrevocably any director of Panmure Gordon as its agent for the purpose of executing and delivering to the Company and/or its registrars any document on its behalf necessary to enable it to be registered as the holder of the Placing Shares;
30. that, as far as it is aware, it is not acting in concert (within the meaning given in The City Code on Takeovers and Mergers) with any other person in relation to the Company;
31. that this Announcement does not constitute a securities recommendation or financial product advice and that neither Panmure Gordon nor the Company has considered its particular objectives, financial situation and needs;
32. that it has sufficient knowledge, sophistication and experience in financial, business and investment matters as is required to evaluate the merits and risks of subscribing for or purchasing the Placing Shares and is aware that it may be required to bear, and it, and any accounts for which it may be acting, are able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing;
33. that it will indemnify and hold the Company and Panmure Gordon and their respective Affiliates, officers, directors, employees, consultants and agents harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the Company and Panmure Gordon will rely on the truth and accuracy of the confirmations, warranties, acknowledgements and undertakings herein and, if any of the foregoing is or becomes no longer true or accurate, the Placee shall promptly notify Panmure Gordon and the Company. All confirmations, warranties, acknowledgements and undertakings given by the Placee pursuant to this Announcement (including this Appendix) are given to Panmure Gordon for itself and on behalf of the Company and will survive completion of the Placing and Admission;
34. that time shall be of the essence as regards obligations pursuant to this Appendix;
35. that it is responsible for obtaining any legal, financial, tax and other advice that it deems necessary for the execution, delivery and performance of its obligations in accepting the terms and conditions of the Placing, and that it is not relying on the Company or Panmure Gordon to provide any legal, financial, tax or other advice to it;
36. that all dates and times in this Announcement (including this Appendix) may be subject to amendment and that Panmure Gordon shall notify it of such amendments;
37. that (i) it has complied with its obligations under the Criminal Justice Act 1993, and UK MAR, (ii) in connection with money laundering and terrorist financing, it has complied with its obligations under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended),the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and (iii) it is not a person: (a) with whom transactions are prohibited under the Foreign Corrupt Practices Act of 1977 or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the U.S. Department of the Treasury; (b) named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or (c) subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations (together, the "Regulations"); and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations and has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such purchase, and it will provide promptly to Panmure Gordon such evidence, if any, as to the identity or location or legal status of any person which Panmure Gordon may request from it in connection with the Placing (for the purpose of complying with such Regulations or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner requested by Panmure Gordon on the basis that any failure by it to do so may result in the number of Placing Shares that are to be subscribed for by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as Panmure Gordon may decide in its absolute discretion;
38. that it will not make any offer to the public of those Placing Shares to be subscribed for by it for the purposes of the Prospectus Regulation Rules made by the FCA pursuant to Prospectus Regulation Rules Instrument 2019 (FCA 2019/80);
39. that it will not distribute any document relating to the Placing Shares and it will be acquiring the Placing Shares for its own account as principal or for a discretionary account or accounts (as to which it has the authority to make the statements set out herein) for investment purposes only and it does not have any contract, understanding or arrangement with any person to sell, pledge, transfer or grant a participation therein to such person or any third person with respect of any Placing Shares; save that if it is a private client stockbroker or fund manager it confirms that in purchasing the Placing Shares it is acting under the terms of one or more discretionary mandates granted to it by private clients and it is not acting on an execution only basis or under specific instructions to purchase the Placing Shares for the account of any third party;
40. that it acknowledges that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or Panmure Gordon in any jurisdiction in which the relevant Placee is incorporated or in which its assets are located or any of its securities have a quotation on a recognised stock exchange;
41. that any documents sent to Placees will be sent at the Placees' risk. They may be sent by post to such Placees at an address notified to Panmure Gordon;
42. that Panmure Gordon owes no fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement;
43. that Panmure Gordon or any of its Affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares;
44. that no prospectus, admission document or other offering document has been or will be prepared in connection with the Placing and it has not received and will not receive a prospectus, admission document or other offering document in connection with the Placing or the Placing Shares; and
45. that if it has received any confidential price sensitive information or inside information concerning the Company in advance of the publication of this Announcement, it has not: (i) dealt in the securities of the Company; (ii) encouraged, required, recommended or induced another person to deal in the securities of the Company; or (iii) disclosed such information to any person, prior to such information being made publicly available.
The Company, Panmure Gordon and their respective Affiliates will rely upon the truth and accuracy of each of the foregoing representations, warranties, acknowledgements and undertakings which are given to Panmure Gordon for themselves and on behalf of the Company and are irrevocable.
The provisions of this Appendix may be waived, varied or modified as regards specific Placees or on a general basis by Panmure Gordon.
The agreement to settle a Placee's subscription (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to a subscription by it and/or such person direct from the Company for the Placing Shares in question. Such agreement assumes that the Placing Shares are not being subscribed for in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other subsequent dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company or Panmure Gordon will be responsible, and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and Panmure Gordon in the event that any of the Company and/or Panmure Gordon have incurred any such liability to UK stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify Panmure Gordon accordingly.
In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the subscription by them of any Placing Shares or the agreement by them to subscribe for any Placing Shares.
This Announcement has been issued by, and is the sole responsibility, of the Company. 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 Panmure Gordon or by any of its Affiliates, officers, directors, employees, consultants or agents 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 therefore is expressly disclaimed.
References to time in this Announcement are to London time, unless otherwise stated.
All times and dates in this Announcement may be subject to amendment.
No statement in this Announcement is intended to be a profit forecast, and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.
The price of shares and any income expected from them may go down as well as up and Placees may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.
The Placing Shares to be issued or sold pursuant to the Placing will not be admitted to trading on any stock exchange other than AIM.
Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.
Product Governance Requirements
1. Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Chapter 3 of the FCA Handbook Production Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"); and (c) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II and UK MiFID II; and (d) local implementing measures (together, the "Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of: (a) retail investors, (b) investors who meet the criteria of professional clients and (c) eligible counterparties (each as defined in the Product Governance Requirements); and (ii) eligible for distribution through all distribution channels as are permitted by Product Governance Requirements (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing.
2. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of the Product Governance Requirements; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.
3. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.
APPENDIX 2
DEFINITIONS
The following definitions apply throughout this Announcement unless the context otherwise requires:
|
"Admission" |
means admission of the Placing Shares, the Subscription Shares and the Retail Offer Shares to trading on AIM; |
|
"Affiliate" |
has the meaning given in Rule 501(b) of Regulation D under the Securities Act or Rule 405 under the Securities Act, as applicable and, in the case of the Company, includes its subsidiary undertakings; |
|
"AIM" |
means AIM, the market of that name operated by the London Stock Exchange; |
|
"AIM Rules" |
means the AIM Rules for Companies, incorporating guidance notes, published by the London Stock Exchange as at the date of this Announcement; |
|
"Announcement" |
means this announcement (including its Appendices); |
|
"Bookbuilding Process" |
means the bookbuilding process to be commenced by the Banks immediately following release of this Announcement to use reasonable endeavours to procure Placees for the Placing Shares, as described in this Announcement and subject to the terms and conditions set out in this Announcement and the Placing Agreement; |
|
"Capital Media Sports" |
means Capital Media Sports S.A, a newly created company; |
|
"Capital Raise" |
means together the Placing, the Retail Offer and the Subscription; |
|
"Company" |
means Mobile Streams plc; |
|
"CREST" |
means the relevant system (as defined in the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755)) in respect of which Euroclear is the Operator (as defined in such Regulations) in accordance with which securities may be held and transferred in uncertificated form; |
|
"Euroclear" |
means Euroclear UK & Ireland Limited, a company incorporated under the laws of England and Wales; |
|
"EU Prospectus Regulation" |
means Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market as may be amended from time to time; |
|
"EU Qualified Investors" |
has the meaning given to it within the capitalised text at the beginning of the Appendix (and accordingly "EU Qualified Investor" is the singular version of that term); |
|
"EU Relevant Persons" |
has the meaning given to it within the capitalised text at the beginning of the Appendix (and accordingly "EU Relevant Person" is the singular version of that term); |
|
"EUWA" |
means the European Union (Withdrawal) Act 2018, as amended; |
|
"FCA" |
means the UK Financial Conduct Authority; |
|
"FSMA" |
means the Financial Services and Markets Act 2000 (as amended from time to time); |
|
"Group" or "Mobile Streams" |
means the Company and its subsidiary undertakings; |
|
"Offer Price" |
means the price per Ordinary Share at which the Offer Shares are to be subscribed; |
|
"Offer Shares" |
means together the Placing Shares, the Subscription Shares and the Retail Offer Shares; |
|
"Ordinary Shares" |
means the ordinary shares of 0.01 pence each in the capital of the Company; |
|
"Panmure Gordon" |
means Panmure Gordon (UK) Limited; |
|
"PDMRs" |
means persons discharging managerial responsibility as defined in the UK Market Abuse Regulation; |
|
"Placee" |
means any person (including individuals, funds or otherwise) by whom or on whose behalf a commitment to acquire Placing Shares has been given; |
|
"Placing" |
means the placing to take place by way of an accelerated bookbuild for which Panmure Gordon have been appointed sole bookrunner; |
|
"Placing Agreement" |
means the agreement dated 9 January 2024 and entered into between the Sole Bookrunner and the Company; |
|
"Placing Shares" |
means the new Ordinary Shares to be subscribed by the Placees under the Placing; |
|
"Regulatory Information Service" |
has the meaning given to it in the AIM Rules; |
|
"Relevant Persons" |
means UK Relevant Persons and EU Relevant Persons; |
|
"Retail Offer" |
means the offer by the Company of the Retail Offer Shares at the Issue Price to Retail Investors, through Intermediaries via the BookBuild Platform on the terms set out in a separate announcement; |
|
"Retail Offer Shares" |
means the Ordinary Shares to issued by the Company to Retail investors at the Issue Price pursuant to the Retail Offer; |
|
"Sole Bookrunner" |
means Panmure Gordon; |
|
"Subsidiary" or "subsidiary undertaking" |
each have the meaning given to that term in the Companies Act 2006; |
|
"UK Market Abuse Regulation" |
means Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the EUWA; |
|
"UK MiFID II" |
means EU Directive 2014/65/EU as it forms part of UK domestic law by virtue of the EUWA; |
|
"UK Prospectus Regulation" |
means the Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the EUWA; |
|
"UK Relevant Persons" |
has the meaning given to it within the capitalised text at the beginning of the Appendix (and accordingly "UK Relevant Person" is the singular version of that term); |
|
"Uncertificated" or "in uncertificated form" |
means in respect of a share or other security, where that share or other security is recorded on the relevant register of the share or security concerned as being held in uncertificated form in CREST and title to which may be transferred by means of CREST; |
|
"United Kingdom" or "UK" |
means the United Kingdom of Great Britain and Northern Ireland; |
|
"United States" or "US" |
means the United States of America, its territories and possessions, any state of the United States of America, the District of Columbia and all other areas subject to its jurisdiction and any political sub-division thereof; and |
|
"US Securities Act" |
means the US Securities Act of 1933, as amended from time to time. |
Unless otherwise indicated in this Announcement, all references to "£", "GBP", "pounds", "pound sterling", "sterling", "p", "penny" or "pence" are to the lawful currency of the United Kingdom.
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