Acquisition and Notice of GM
Bright Things plc
30 November 2007
Bright Things plc
29 November 2007
Bright Things plc
('Bright Things' or the 'Company')
Acquisition, Placing and Notice of General Meeting
The Directors of the Company are pleased to announce the that the Company has
today entered into an acquisition agreement relating to the proposed acquisition
of the entire issued share capital of Commonworld Ltd (the 'Acquisition' or
'Commonworld') and that it has raised £955,000 (before expenses) through the
conditional placing of 23,875,000 new Ordinary Shares at 4 pence per share (the
'Placing').
As announced in the results for the period ending 31 March 2007 and subsequently
in the interims, the Board has been reviewing a number of new initiatives and
opportunities with a view to growing the business and, in doing so, create value
for Shareholders. Work continues on the Company's current business and the Tiger
Woods PGA Tour 07 game has been launched on schedule with over 30,000 units
ordered. In addition, the Company continues to explore new opportunities for the
ASIC chip. Notwithstanding the Board's belief in the potential of the current
business, it now believes that in order to grow the Company a new product
initiative is required to complement and add to the existing products.
To proceed with the Acquisition and Placing the Company needs to effect a
capital reorganisation, involving the sub-division of each of the Ordinary
Shares into one new Ordinary Share and one Deferred Share.
The Company will today send a circular to shareholders to convene a General
Meeting for the purpose of passing the certain resolutions to permit the
Acquisition and Placing to proceed and to effect the Capital Reorganisation.
1. Description of the Business of Commonworld
Commonworld was established in November 2006 in order to develop a social
networking platform to allow the creation of web based communities. The first
such product, 'Social Network Maker', is under development and designed to
provide a secure, dedicated social network for groups and organisations.
Whilst 'Social Network Maker' will be akin to social network sites on the
Internet such as Facebook, MySpace or Bebo it is distinct by virtue of it
enabling organisations and groups to create and maintain closed user social
networks. Upon completion of the development of the product the Directors are
intending initially to sell 'Social Network Maker' as a boxed CD ROM through
retail outlets, and online, for a fixed price. The price paid by the user will
include the hosting of the user's social network for an initial 12 month period.
Thereafter it is intended that users would pay a monthly subscription to
continue to use the product and for the Company to host the user's social
network, according to the number of members in the network.
'Social Network Maker' is designed to be highly customisable in both design and
layout to suit the specific requirements of the user. The Directors consider
there are numerous types of groups for whom 'Social Network Maker' could become
an indispensable tool, be it for schools, companies, local sports leagues or
simply extended family networks.
Commonworld, by virtue of its recent incorporation, has yet to publish any
financial results but has carried out limited transactions to date and its only
asset on completion of the Acquisition will be the Intellectual Property behind
the social network platform. Immediately following the Acquisition, Get on With
It Limited ('GOWIT'), a company controlled by the vendors of Commonworld will be
contracted to complete the development of the Social Network Maker product.
2. Details of the Acquisition
Under the terms of the Acquisition Agreement the Company has agreed to acquire
the entire issued share capital of Commonworld for the issue upon completion of
the Acquisition of the 7,500,000 Ordinary Shares in the Company. Subject to the
development and testing of the Social Network Maker product being completed by
not later than 31 July 2008, the Company has agreed to issue to the vendors of
Commonworld a further 3,091,250 new Ordinary Shares. In addition, if the net
proceeds of sales of the Social Network Maker product in the period of two years
following the commercial launch exceed £2,000,000, the Company has agreed to
issue to the vendors of Commonworld a further 3,091,250 new Ordinary Shares. The
maximum aggregate number of new Ordinary Shares that may be issued pursuant to
the Acquisition Agreement is 13,682,500 new Ordinary Shares. Assuming no further
issue of new Ordinary Shares is made by the Company following completion of the
Acquisition and Placing, other than the issue of all the new Ordinary Shares
pursuant to the Acquisition Agreement, the Consideration Shares would represent
approximately 20.1% of the enlarged issued share ordinary share capital of the
Company. The Acquisition represents a substantial transaction under the AIM
Rules.
Based on the mid-market price of an Ordinary Share at the close of business on
28 November 2007 (the latest practicable date prior to the printing of this
document) of 5.88p, and on the basis of the issue of all of the Consideration
Shares to which the vendors of Commonworld may become entitled, the Acquisition
values Commonworld Ltd at £804,531.
The Initial Consideration Shares will represent approximately 12.1 per cent. of
the issued ordinary share capital of the Company immediately following
completion of the Acquisition and Placing.
The Acquisition Agreement is conditional, inter alia, on completion of the
Placing and Admission.
GOWIT has been granted a licence of the IP by Commonworld under which GOWIT is
granted rights that will permit it to support and host seven websites developed
for third parties using the IP. The licence also permits GOWIT to use and
licence the IP to develop, support and host further bespoke websites for
clients, with the prior written consent of Commonworld, in respect of which
Commonworld will be entitled to a 15% royalty.
Under the services agreement pursuant to which GOWIT has agreed to develop
'Social Network Maker', Commonworld has agreed to pay GOWIT a royalty of 7.5% on
all sales of 'Social Network Maker' in excess of £2 million, in addition to the
fees and expenses payable to GOWIT for the provision of services.
3. Details of the Placing
The Company has conditionally raised £955,000 (before expenses) by the issue of
the 23,750,000 new Ordinary Shares at 4p.
The Placing Shares will, when issued and fully paid, rank pari passu in all
respects with the new Ordinary Shares in issue following the Capital
Reorganisation. Application will be made for the Placing and Consideration
shares to be admitted to AIM and are expected to be admitted to trading on AIM
on 27 December 2007.
4. Directors Dealing
Dominic Wheatley, chief executive of the Company and Ian Livingstone, Chairman
of the Company are subscribing for respectively 2,500,000 and 1,250,000 Placing
Shares pursuant to the Placing, representing respectively approximately 10.5 per
cent. and 5.2 per cent. of the Placing Shares. Immediately following the issue
of the Initial Consideration Shares and the Placing Shares and Admission,
Dominic Wheatley will be interested in 8,205,102 new Ordinary Shares,
representing approximately 13.63 per cent. of the issued ordinary share capital
of the Company and I will be interested in 1,305,556 new Ordinary Shares,
representing approximately 2.11 per cent. of the issued ordinary share capital
of the Company.
Taken in aggregate the Directors' subscription would represent a related party
transaction under the AIM Rules. Edward Levey and Matthew Tims, as independent
directors in respect of this transaction, consider, having consulted with the
Company's nominated adviser, that the terms of the transaction are fair and
reasonable as far as the shareholders are concerned.
5. The Capital Reorganisation
The Placing Price of 4 pence is below the nominal value of an Ordinary Share
being 10 pence. Ordinary Shares may not be issued below their nominal value.
Accordingly, at the General Meeting it is proposed to sub-divide each issued
Ordinary Share of 10 pence into one new Ordinary Share of 1 penny and one
Deferred Share of 9 pence. The rights attaching to the Deferred Shares will be
minimal so that the equity value of the Company will effectively be attributed
entirely to the new Ordinary Shares. It is also proposed to sub-divide each of
the unissued Ordinary Shares into 10 new Ordinary Shares of 1 penny. In due
course it is intended that the Deferred Shares will be cancelled as part of a
capital reconstruction.
6. The General Meeting
The General Meeting has been convened for 10:30am on the 24th December 2007 at
the offices of Faegre & Benson LLP, 7 Pilgrim Street, London EC4V 6LB.
The circular, containing full details of the resolutions, is available on the
Company's website: www.brightthings.com
For further information please contact:
Bright Things PLC 0870 351 7770
Dominic Wheatley, CEO
Edward Levey, Finance Director
HB Corporate
Luke Cairns/ Rory Creedon Tel: +44 (0) 207 510 8600
Brunswick Group
Giles Croot / Mark Antelme, Tel: +44 (0) 207 404 5959
This information is provided by RNS
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