Fundraise of £4,500,000 and Notice of GM

RNS Number : 4813N

Silver Bullet Data Services Grp PLC

01 June 2022

 

1 June 2022

Silver Bullet Data Services Group plc

("Silverbullet" or the "Company", or, together with its subsidiaries, the "Group")

Fundraise of £4,500,000

and

Notice of General Meeting

Silverbullet (AIM: SBDS), a provider of digital transformation services and products, is pleased to announce that it has conditionally raised £4,500,000 (before expenses) via a placing and subscription for, in aggregate, 2,394,000 new ordinary shares of 1p in the Company ("Ordinary Shares") at a price of 100p per Ordinary Share (the "Placing Price" or the "Subscription Price") to raise £2,394,000 and the issue of £2,106,000 of convertible loan notes (the "Convertible Loan Notes" or "CLNs")  (together, the "Fundraise").

In addition, the Company has also granted an option to Oberon Capital ("Oberon"), the Company's broker, to facilitate the satisfaction of up to £500,000 of potential additional demand for new Ordinary Shares from qualified Silverbullet shareholders and other qualifying investors on the same terms as the Placing for a period of up to ten days, as further detailed below (the "Broker Option").

The Fundraise, including the Broker Option, is subject to shareholder approval at a forthcoming general meeting of the Company, as further detailed below.

Ian James, Chief Executive Officer of Silverbullet, commented:

"I am delighted to be able to announce today a £4.5m fundraising to provide the Company with additional funds to drive the growth in sales of Silverbullet's 4D product, as well as to provide additional general working capital and strengthen the Company's balance sheet. 

"I would like to thank our shareholders for their continued support. We remain confident in the Company's prospects and look forward to providing further updates on our operational progress in due course.

"It is envisaged that the Broker Option provides the option for existing shareholders who were not able to be contacted as part of the Fundraise, to take advantage of the opportunity to follow their investments in the Company on the same terms."

For further information please contact:

Silverbullet		via IFC
Ian James (CEO)
Strand Hanson Limited - Financial and Nominated Adviser		0207 409 3494
James Spinney / James Bellman / Robert Collins
Oberon Capital - Broker		0203 179 5344
Mike Seabrook / Chris Crawford
IFC Advisory		020 3934 6630
Graham Herring / Tim Metcalfe / Florence Chandler		07793 839 024

Further information on the conditional Fundraise and General Meeting

Placing and Subscription

1,851,180 new Ordinary Shares have been subscribed for pursuant to the placing under the terms of the Placing Agreement (the "Placing Shares") (the "Placing"), and 542,820 new Ordinary Shares have been subscribed for pursuant to a direct subscription with the Company for new Ordinary Shares (the "Subscription Shares") (the "Subscription"). The 2,394,000 new Ordinary Shares to be issued pursuant to the Placing and Subscription (assuming no new Ordinary Shares are issued pursuant to the Broker Option) will represent, all things being equal, approximately 15.1% of the Company's issued share capital as enlarged by the Placing and Subscription.

The Placing Shares to be issued pursuant to the Placing have been conditionally placed by the Company, and Oberon as agent of the Company, with certain institutional and other investors pursuant to a Placing Agreement, subject to the passing of certain resolutions at the forthcoming General Meeting.

Under the terms of the placing agreement between the Company and Oberon (the "Placing Agreement"), conditional on Admission, Oberon will receive commission from the Company on the funds they introduce.  The Company has given an indemnity and certain customary warranties and undertakings to Oberon in relation, inter alia, to its business and the performance of their duties under the Placing Agreement.

The Placing and Subscription Price represents a discount of 28.6% to the closing middle market price of 1.40 pence per Ordinary Share on 31 May 2022, being the latest business day prior to the date of this announcement.

Convertible Loan Notes

On 31 May 2022, the Company entered into a convertible loan note instrument for a total subscription of £2,106,000 Convertible Loan Notes. The Convertible Loan Notes have a term of three years and attract interest at a rate of 12% per annum, which is payable commencing on the date of issue either as to, at the Company's option:

·	8% per annum paid monthly plus 4% payable via the issue of additional Convertible Loan Notes as payment in kind; or
·	12% payable via the issue of additional Convertible Loan Notes as payment in kind.

The Convertible Loan Notes:

·	are unsecured;
·	are convertible into new Ordinary Shares at the price of £1.10 per new Ordinary Share, a premium of 10% to the Placing Price (the "Conversion Price");
·	are convertible, in part or in full, at the option of the noteholders from the date of issue until the final repayment date, being the third anniversary of the date of issue.  In addition the notes are convertible automatically on a change of control of the Company, subject to certain limitations;
·	do not give the Lender voting rights over the Ordinary Shares or dividend rights until conversion;
·	if not repaid, redeemed or converted by the third anniversary of issue are repayable in cash in full together with accrued interest on that date;
·	may be redeemed in cash at the option of the Company at any time at 115% of par. The Lender will have a period of 15 business days to respond to an offer to redeem with a conversion notice which would render the offer to redeem null and void and such notes would convert into new Ordinary Shares at the conversion price of £1.10;
·	will not be listed;
·	if converted in full at the Conversion Price, will represent approximately 10.8 per cent of the issued share capital of the Company as enlarged by the issue of the Placing Shares, Subscription Shares and Convertible Loan Notes (excluding the impact of any additional notes created through the payment in kind of interest payments and assuming no other new Ordinary Shares are issued by the Company in the period until conversion);
·	grant a right to the majority noteholders (being noteholders that holds more than two thirds  by nominal value of the Convertible Loan Notes, namely LF Gresham House UK Microcap Fund and a fund managed by Gresham House Asset Management Limited) to appoint an observer or a director to the board of Silverbullet.

It is noted that the maximum number of new Ordinary Shares that may be issued on conversion of the Convertible Loan Notes, including the potential impact of any additional notes that may be issued as payment in kind of interest payments, is 2,739,271 Ordinary Shares.

Deferred Settlement Terms

The Company has agreed with three individual high net worth (non-institutional) investors, who are subscribing for Subscription Shares and/or Convertible Loan Notes and who are existing shareholders in the Company, extended settlement terms in respect of their subscriptions, with such shareholders. The extended settlement terms will provide for a settlement period of up to 90 days from the date of the General Meeting.  The three shareholders are subscribing for, in aggregate £486,000 Convertible Loan Notes and 361,220 Subscription Shares. 

Use of Proceeds

The net proceeds of the Fundraise and Broker Option are intended to be applied towards the growth of sales and development of Silverbullet's 4D product, as well as to provide additional general working capital to support the growth of the business. 

Broker Option

The Company has granted an option to Oberon under the Placing Agreement in order to deal with additional demand under the Placing if requests to participate in the Placing from existing shareholders and others who are qualifying investors are received during the period of 10 days following the release of this announcement. The Broker Option is conditional on the  Resolutions being passed at the General Meeting (as defined below) and any Ordinary Shares issued pursuant to the exercise of the Broker Option ("Broker Option Shares") will be issued on the same terms and conditions as the Placing Shares.

To participate in the Broker Option, qualifying investors should communicate their interest to Oberon.  Oberon can be contacted by telephone on 020 3179 5300 or by email at  [e-mail]  .

Oberon 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 Oberon may determine. A separate announcement will be made regarding the results of the Broker Option.

Any Broker Option Shares will be issued on the same terms and conditions as the Placing Shares. The Broker Option may be exercised by Oberon, following consultation with the Company, but there is no obligation on them to exercise the Broker Option or to seek to procure subscribers for Broker Option Shares pursuant to the Broker Option. The maximum number of Broker Option Shares that may be issued pursuant to the exercise of the Broker Option is 500,000. The maximum aggregate number of new Ordinary Shares (including both the Placing Shares and Broker Option Shares) that may be issued is 500,000.

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 exercised, settlement for the Broker Option Shares and admission of the Broker Option Shares to trading on AIM is expected to take place contemporaneously with Admission of the Placing Shares. Assuming the Broker Option is fully subscribed, the Placing, Subscription and Broker Option combined would result in the issue, in aggregate, of 2,894,000 new Ordinary Shares, representing approximately 17.7% of the Company's issued ordinary share capital as enlarged by the Placing, Subscription and Broker Option.

General Meeting

The Placing, Subscription, Convertible Loan Note issue and Broker Option are subject, inter alia, to shareholder approval, which will be sought at a General Meeting of shareholders to consider, and, if seen fit, to approve resolutions required to effect the Fundraise and the Broker Option. A circular, including formal notice of the General Meeting to be held at the offices of Fladgate LLP, 16 Great Queen Street, London WC2B 5DG at 10.00 a.m. on 20 June 2022 is expected to be sent to shareholders today and will be made available on the Company's website at https://investors.wearesilverbullet.com/investors.

The Directors consider the Fundraise to be in the best interests of the Company and its Shareholders as a whole and recommend that shareholders vote in favour of the Resolutions to be proposed at the General Meeting.

Admission and Total Voting Rights

Subject to shareholder approval at the General Meeting, application will be made for the Placing Shares, Subscription Shares and Broker Option Shares to be admitted to trading on AIM ("Admission"). It is ‎expected that Admission will take place at 8.00 a.m. (London time) on or around 21 June 2022. The Placing Shares, Subscription Shares and Broker Option Shares will rank pari passu with the Company's existing Ordinary Shares.

Following Admission, assuming no shares are issued pursuant to the Broker Option, there are expected to be a total of 15,816,687 Ordinary Shares in issue. As the Company does not hold any shares in Treasury, this figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

Directors' participation in the Subscription

The following Directors are subscribing for Subscription Shares pursuant to the Subscription for an investment, in aggregate, of approximately £90,000.  Their subscription for new Ordinary Shares is taking place on the same terms and conditions as the Placing.

Director	No of Subscription Shares subscribed for pursuant to the Subscription	Resulting holding of Ordinary Shares*	Resulting percentage of Ordinary Share Capital following the Placing and Subscription*
Ian James	25,000	458,522	2.90%
Nigel Sharrocks	15,000	26,905	0.17%
Keith Sadler	10,000	10,000	0.06%
Steve Clarke	10,000	30,525	0.19%
Darren Poynton	10,000	14,015	0.09%
Umberto Torrielli	10,000	143,433	0.91%
Martyn Rattle	10,000	10,000	0.06%

* assuming no Ordinary Shares issued pursuant to the Broker Option

It is also noted that Kristen Kelly, Chief Operating Officer of the Company, has subscribed for 10,000 Subscription Shares pursuant to the Subscription.

Related Party Transactions

Keith Morris has subscribed for 203,500 Subscription Shares pursuant to the Subscription and £300,000 Convertible Loan Notes. This subscription by Keith Morris, a substantial shareholder in the Company, is deemed to constitute a related party transaction under the AIM Rules. Accordingly, the Board, having consulted with the Company Nominated Adviser, Strand Hanson Limited, consider the terms of such subscription to be fair and reasonable insofar as the Company's shareholders are concerned.

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055 (as transposed into the laws of the United Kingdom), the person responsible for arranging for the release of this announcement on behalf of the Company is IAN JAMES, CEO of SILVERBULLET.

About Silverbullet

Silverbullet's proprietary 4D advertising solution is designed to help advertisers target consumers in a "post cookie world". The product is a natural extension to its existing services business which already serves a blue-chip client base such as Heineken, Channel 4, Amazon and ITV amongst many others. The removal of third-party cookies has already been implemented by web browsers such as Firefox and Safari, with Google expected to phase out the use of cookies in 2023. 

Headquartered in London, the Group employs 74 employees across five regions across the globe, including, the UK, Italy, Germany, Australia and the US. The Group continues to look at other opportunities for expansion worldwide.

The Company has an established and growing services business with significant accumulated industry experience and a proven track record of delivering strategic projects and activation services to its clients. The majority of the Board have held senior positions at global software companies and have significant industry experience across data engineering, SAAS product development and marketing.

The Group has close technical and commercial partnerships with Salesforce, Oracle and Adobe, all of which have existing sales channels and are already delivering to clients.

The Group has established a strategic partnership and an entity with Local Planet, a scaled network of over 60 agencies across the globe.  Local Planet Data Services Limited was established in December 2020 and presents a significant opportunity to provide data services and the 4D product to the Local Planet agency network.

 

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