Result of GM, Board Changes and Placing

RNS Number : 7334U

Mobile Streams plc

26 November 2019

 

26 November 2019

Mobile Stream Plc

("MOS" or the "Company")

Result of General Meeting, Board Changes and Completion of Placing

Mobile Streams plc announces that, at the General Meeting of the Company held earlier today, all of the proposed resolutions, which are set out in full in the Placing Circular dated 5 November 2019 (the "Circular"), were passed.

Accordingly, the Company will proceed with the timetable of principal events outlined in the Circular, namely implementing the share reorganisation, creation of the deferred shares and admission and commencement of dealings in the Placing Shares and Settlement Shares.

As further detailed in the Circular, the Company has agreed to a licence with Krunch on a revenue share basis; specifically, in the initial 12 months the Company will retain all incremental revenue generated by its partnership with Krunch whilst paying Krunch the standard client set-up fees recharged at cost and thereafter on an agreed split of revenue basis. The Company will update investors over the following months as this starts to provide what the Board hopes will be material additional revenues for the Group.

Furthermore, the Company has today appointed Nigel Burton as Non-Executive Chairman, Charles Goodfellow as a Non-Executive Director and Mark Epstein as Chief Operating Officer. Further regulatory details on Nigel, Charles and Mark, as required by AIM Rule 17, are set out in Appendix 1 of this announcement. Jonathan Bill, a Non-Executive Director, has left the Board with immediate effect whilst Peter Tomlinson, formerly Non-Executive Chairman, moves to Non-Executive Director.

Application has been made for the total of 390,491,471 New Ordinary Shares of 0.01p each ("New Ordinary Shares"), including the 221,238,938 New Ordinary Shares issued pursuant to the Placing and 28,500,000 New Ordinary Shares issued to Simon Buckingham pursuant to the settlement of accrued fees, to be admitted to trading on AIM ("Admission"); such Admission is expected to occur on 27 November 2019.

On Admission, the Placing Shares and Settlement Shares will rank pari passu in all respects with the existing ordinary shares of the Company, including the right to receive all dividends and other distributions declared after the date of their issue. 

The Company has now reached an amicable out of court severance settlement with a former senior employee of the Company in Argentina who was released in April 2019. Whilst the Company remains hopeful of reducing the agreed settlement if it can, the current settlement entails a one-time cash payment of US$36,000 payable shortly followed by 20 monthly instalments of US$3,500.

Following implementation of the matters approved by Shareholders at the General Meeting, the Company expects to complete the appointment of a Nominated Adviser later today with a view to announcing this at 7.00am tomorrow morning. Accordingly, assuming this happens as expected, the Company expects that trading in the Company's New Ordinary Shares on AIM will resume with effect from 7.30am on 27 November 2019.

Following the issue of the Placing Shares and Settlement, the Company will have 390,491,471 New Ordinary Shares in issue. This figure represents the total voting rights in the Company and may be used by shareholders as the denominator for the calculations by which they can determine if they are required to notify their interest in, or a change to their interest in the Company under the Financial Conduct Authority's Disclosure and Transparency Rules.

Furthermore, following the issue of the Settlement Shares Simon Buckingham is interested in 44,618,650 Shares representing 11.43% of the Company's Enlarged Issued Share Capital.

All terms within this announcement are defined in the Circular dated 5 November 2019.

Simon Buckingham, CEO, said 'We are delighted that Shareholders have overwhelmingly supported the proposals put to them today and the Company can now move forward with the exciting developments it has identified in what we hope is a new chapter as a public company. The agreement with Krunch will hopefully provide the Company with a second revenue stream and with the funds raised under the Placing we hope to be able to increase our marketing spend on our existing mobile platform. I also take this opportunity to thank Jonathan Bill for his contribution to the Company and wish him well for the future whilst welcoming Nigel, Charles and Mark on board.'

For further information, please contact:

Mobile Streams plc

Nigel Burton, Chairman [phone]

Simon Buckingham, Chief Executive Officer

www.mobilestreams.com

Peterhouse Capital Limited

Eran Zucker                                        [phone]

Appendix 1

Dr Nigel John Burton, Chairman (aged 61)

Following over 14 years as an investment banker at leading City institutions including UBS Warburg and Deutsche Bank, including as the Managing Director responsible for the energy and utilities industries, Nigel spent 15 years as Chief Financial Officer or Chief Executive Officer of a number of private and public companies. Nigel is currently a Non-Executive Director of AIM listed companies Remote Monitored Systems plc, Digitalbox plc, Regency Mines plc and Alexander Mining plc.

Current and Past Directorships and Partnerships within the last 5 years are as follows:

Current	Past
Alexander Mining plc	Management Resource Solutions plc
ASD Visual Aids Limited	New Day Energy Indonesia Limited
Digitalbox plc	NU-Oil and Gas plc
Gyrometric Systems Limited	Procurement Services (Delaware) Inc.
Highbec Limited
Regency Mines plc
Remote Monitored Systems plc
SenseToys Limited
Strat Aero International Limited
Tau Capital plc
Wasdale Head Inn Limited
Wasdale Head Limited

Pursuant to Rule 17 and Schedule 2(g) of the AIM Rules for Companies, the following information is disclosed in respect of Dr Nigel John Burton:

Dr Nigel Burton was a director of Pease Limited within 12 months of the company appointing a liquidator in June 1998.  The company was subsequently liquidated in 2002.

Nigel Burton is interested in 8,849,557 ordinary shares, representing 2.27% of the Company's issued share capital.

Charles Edouard Goodfellow, Non-Executive Director (aged 52)

Charles Goodfellow has over 30 years' experience in the London capital markets, having worked initially in equity sales and then in corporate finance for various London investment banks and corporate finance specialists. He specialises in assisting smaller companies across a range of sectors in raising growth capital, as well as targeting industry partners capable of taking strategic stakes and control.

Current and Past Directorships and Partnerships within the last 5 years are as follows:

Current	Past
Sabien Technology Group Plc	Property Consortia UMUM
Newco1957 Limited	Property Consortia Ltd
Aquila 2 Limited	Touchstone Gold Limited
Woodlands Lery Ltd	Acorn Growth plc (re-named Vodere plc)
Guild Ventures PE Limited	F.I. French Investments Limited
	Mentum Inc (re-named Forbes Ventures )
	Ecole Francaise De Londres Jacques Prevert Ltd
	Guild Acquisitions (re-named KR1 plc)

Mark Alexander Epstein, Chief Operating Officer (aged 44)

Mark is an experienced CEO, director, entrepreneur, expert in marketing, communications, technology and mobile. Mark is the co-founder of Krunch.ai a next generation insight and intelligence platform, IgniteAMT a digital transformation company and IgniteCAP an incubation and investment business. Mark also co-founded and was CEO on its AIM listing of The People's Operator PLC, a cause-based mobile phone network that had operations the UK and USA. Prior to that Mark co-founded Mass1 which he grew into one of the UK's most successful campaign agencies. He has also held numerous senior management positions in his career.   

 Current and Past Directorships and Partnerships within the last 5 years are as follows:

Current	Past
Political Pixel Ltd	Mass 1 Engagement Limited
IgniteAMT Ltd	Peoplegood Ltd
IgniteCAP Ltd	The People's Operator PLC
KrunchData Ltd	Maenetcom Limited
MSAE Ltd	Mass1 Ltd
	Mass1 Netgen Ltd
	Airnet Limited
	The People's Operator Community Limited
	The People's Operator Holdings Limited

There is no further information to be disclosed in relation to Nigel, Charles or Mark's appointment pursuant to AIM Rule 17 or paragraph (g) of Schedule Two of the AIM Rules for Companies.

 

END

 

 

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