Placing, Broker Option, Subscription & TVR

Mobile Streams plc

20 March 2024

 

20 March 2024

Mobile Streams plc

("MOS" or "the Company")

Placing, Broker Option, Subscription, TVR & Warrants extension

Details of the Placing

Mobile Streams plc, the AIM quoted mobile content and data intelligence company, is pleased to announce the successful completion of a placing (the "Placing"), arranged by the Company's Joint Broker Peterhouse Capital Limited ("Peterhouse"), to raise £300,539 before expenses to support the continuing growth of the Group.

A total of 707,149,460 ordinary shares of 0.01p nominal value each ("Placing Shares") have been placed conditional only on Admission with investors at 0.0425p per share, a discount of approximately 15% to the closing mid‐market price prior to the Placing of 0.05p on 19 March 2024. Each Placing share will rank pari passu with existing Ordinary Shares and will be issued with one warrant per share to subscribe for one Ordinary Share exercisable at 0.15p per share for a period ending on 30 June 2025.

The Placing Shares represent approximately 11.3% of the enlarged issued share capital of the Company and together with the attached warrants, Subscription and Broker Option (as described below) would represent approximately 31.0% of the diluted issued share capital (assuming no other warrants or options are exercised).

Broker Option

In order to provide qualifying MOS shareholders ("Existing Shareholders") and other qualified investors with an opportunity to participate on the same basis as the Placing (with the same Placing Price and identical Warrant entitlement), the Company has granted Peterhouse a Broker Option over 235,294,317 Broker Option Shares. Full take up of the Broker Option Shares would raise a further £100,000 for the Company, before expenses. The Broker Option Shares will be issued under the Company's existing share authorities.

Existing Shareholders who hold shares in the Company and are on the register of members as at the close of business on 19 March 2024, will be prioritised for participation in the Broker Option (other than at the discretion of Peterhouse) and all orders from such Existing Shareholders will be accepted and processed by Peterhouse on a strictly "First Come, First Served" basis. The Broker Option has not been underwritten. Peterhouse is entitled to participate in the Broker Option as principal.

The Broker Option may be exercisable by Peterhouse on more than one occasion, at any time from the date of this announcement to 5.00 p.m. UK time on 21 March 2024, at its absolute discretion, following consultation with the Company. There is no obligation on Peterhouse to exercise the Broker Option or to seek to procure subscribers for the Broker Option Shares. Peterhouse may also, subject to prior consent of the Company, allocate new ordinary shares after the time of any initial allocation to any person submitting a bid after that time.

Peterhouse may choose not to accept bids and/or to accept bids, either in whole or in part, on the basis of allocations determined at their discretion (after consultation with the Company) and may scale down any bids for this purpose on such basis as Peterhouse may determine. Peterhouse may also, subject to prior consent of the Company, allocate new Ordinary Shares after the time of any initial allocation to any person submitting a bid after that time.

The Broker Option Shares are not being made available to the public and none of the Broker Option Shares are being offered or sold in any jurisdiction where it would be unlawful to do so. No Prospectus will be issued in connection with the Broker Option.

If the Broker Option is fully taken up, it will raise an additional £100,000 before expenses. If the Broker Option is not fully subscribed by 5:00pm on 20 March 2024, orders from eligible investors will be satisfied in full, and the balance of the Broker Option shall lapse. The Company will announce the results of the Broker Option and the resultant shares in issue following its close.

Subscription to Broker Option

To subscribe for Broker Option Shares, Existing Shareholders and other qualified investors should communicate their bid to Peterhouse via their stockbroker as Peterhouse cannot take direct orders from individual private investors who are not existing clients. Existing Shareholders or other interested parties who wish to register their interest in participating in the Broker Option Shares should instruct their stockbroker to call Peterhouse on STX: 76086 or 020 7469 0938 or 020 7469 0936 or 020 7220 9797. Each bid should state the number of Broker Option Shares the Existing Shareholder or other qualified investor wishes to subscribe for at the Placing Price.

Details of the Subscription

MOS is delighted to announce it has raised a further £30,000 from a direct subscription at 0.0425p through the issue of 70,588,235 Ordinary Shares (the "Subscription Shares"). Each Subscriber will also receive one for one warrants exercisable at 0.15p that have a term expiring on 30 June 2025, are non-transferable and will not be listed.

Each Subscription Share will rank pari passu with existing Ordinary Shares and will be issued with one warrant per share to subscribe for one Ordinary Share exercisable at 0.15p per share for a period ending on 30 June 2025. The Subscription Shares represent approximately 1.1% of the enlarged share capital of the Company and together with the attached warrants 2.2% of the fully diluted share capital assuming that these and all other extant warrants were exercised.

The proceeds of the Placing, Subscription and the Broker Option will be used to provide the Company with additional working capital as it expands its operations in Mexico as outlined in the announcement of 12 December 2023.

Admission to trading

Application will be made to the London Stock Exchange for admission of the Placing Shares and Subscription Shares totalling 777,737,695 Ordinary Shares to trading on AIM. It is expected that admission will become effective and dealings in the Placing Shares and Subscription Shares will commence at 8.00 a.m. on or around 26 March 2024.

Total Voting Rights

Following the issue of the Placing Shares and Subscription Shares as described above, the Company's issued share capital consists of 6,302,939,306 ordinary shares with a nominal value of 0.01p each, with voting rights ("Ordinary Shares"). The Company does not hold any Ordinary Shares in Treasury.

Therefore, the above figure may be used by shareholders in the Company as the denominator for the calculation by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

Warrants extension

Following consultation with Peterhouse and certain shareholders, the Board has agreed to extend the expiry dates for all of the warrants currently in issue to align the expiry dates with those of the warrants being issued today, as summarised in the table below.

Issue date	Exercise price	Quantity outstanding	Current expiry date	Revised expiry date
13 October 2022	0.30p	777,777,777	12 March 2024	30 June 2025
15 January 2024	0.15p	928,146,184	15 January 2025	30 June 2025
5 February 2024	0.15p	191,259,992	15 January 2025	30 June 2025

Of the warrants listed above, 81,318,806 are held by the Directors.

Appointment of Joint Broker

The Company is also pleased to announce the appointment of Peterhouse Capital Limited ("Peterhouse") as joint broker to the Company effective immediately.

Mark Epstein, CEO Mobile Streams plc, said:

"We are pleased by the interest shown to invest in our expansion into publishing and online casino and sports book services in Mexico. This additional capital will further assist the Company in achieving its aims.

This represents an amazing opportunity for MOS to take a leading position in the Mexican market in the build up to the next World Cup. Also, with the growth in the Mexican economy along with the sports and betting markets, this should create significant value for all parties involved. We are honoured to be part of this exciting project."

The information contained within this announcement is deemed by the Company to constitute inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018. Upon the publication of this announcement via the Regulatory Information Service, this inside information is now considered to be in the public domain.

About Mobile Streams:

Mobile Streams is a global sports entertainment group. Specialising in Igaming, licensing and platforms. Delivering world class gaming content to a global audience, through its https://heroesnftclub.com/ site and mobilegaming.com platforms, our long-standing carrier relationships in countries including India, Argentina and Mexico, and through our LiveScores sites. The Company has a significant Mexican presence. In publishing, digital merchandise and it's soon to launch online casino and sports book services.

Our Streams data insight, intelligence and visualisation services and marketing optimisation tools support the content business, as well as serving enterprise level bespoke clients and the Streams SaaS ("Software as a Service") self-service platform.

For further information, please contact:

Mobile Streams plc

Nigel Burton

[phone]

Mark Epstein

[e-mail]

www.mobilestreams.com

Beaumont Cornish (Nominated Adviser)

James Biddle and Roland Cornish

[phone]

Peterhouse Capital Limited (Joint Broker)

Lucy Williams and Duncan Vasey

[phone]

Panmure Gordon (Joint Broker)

Simon J French

Hugh Rich

Tel: [phone]

Nominated Adviser Statement

Beaumont Cornish Limited ("Beaumont Cornish"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as nominated adviser to the Company in connection with this announcement and will not regard any other person as its client and will not be responsible to anyone else for providing the protections afforded to the clients of Beaumont Cornish or for providing advice in relation to such proposals. Beaumont Cornish has not authorised the contents of, or any part of, this document and no liability whatsoever is accepted by Beaumont Cornish for the accuracy of any information, or opinions contained in this document or for the omission of any information. Beaumont Cornish as nominated adviser to the Company owes certain responsibilities to the London Stock Exchange which are not owed to the Company, the Directors, Shareholders, or any other person.

Forward Looking Statements

Certain statements in this announcement are or may be deemed to be forward looking statements. Forward looking statements are identified by their use of terms and phrases such as ''believe'' ''could'' "should" ''envisage'' ''estimate'' ''intend'' ''may'' ''plan'' ''will'' or the negative of those variations or comparable expressions including references to assumptions. These forward-looking statements are not based on historical facts but rather on the Directors' current expectations and assumptions regarding the Company's future growth results of operations performance future capital and other expenditures (including the amount. Nature and sources of funding thereof) competitive advantages business prospects and opportunities. Such forward looking statements reflect the Directors' current beliefs and assumptions and are based on information currently available to the Directors. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements including risks associated with vulnerability to general economic and business conditions competition environmental and other regulatory changes actions by governmental authorities the availability of capital markets reliance on key personnel uninsured and underinsured losses and other factors many of which are beyond the control of the Company. Although any forward-looking statements contained in this announcement are based upon what the Directors believe to be reasonable assumptions. The Company cannot assure investors that actual results will be consistent with such forward looking statements.

 

END