Audioboom Group PLC Placing and Subscription to raise up to £4 million (0118A)

TIDMBOOM

RNS Number : 0118A

Audioboom Group PLC

21 March 2017

THIS 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 OF AMERICA, CANADA, AUSTRALIA, JAPAN OR NEW ZEALAND OR INTO ANY OTHER JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN AUDIOBOOM GROUP 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 AUDIOBOOM GROUP PLC.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION EU 596/2014 ("MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION AS PERMITTED BY MAR. THAT INSIDE INFORMATION IS SET OUT IN THIS ANNOUNCEMENT AND HAS BEEN DISCLOSED AS SOON AS POSSIBLE IN ACCORDANCE WITH PARAGRAPH 7 OF ARTICLE 17 OF MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THE INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION IN RELATION TO THE COMPANY AND ITS SECURITIES.

21 March 2017

Audioboom Group plc

("Audioboom" or "the Company")

Placing and Subscription to raise up to GBP4 million

Conversion of convertible loan note

Notice of General Meeting

Audioboom Group plc (AIM:BOOM), the leading spoken word audio on-demand platform, is pleased to announce it has conditionally raised a total of up to GBP4 million (before expenses) via a proposed placing and subscription. All Placing and Subscription Shares will be issued at a price of 2.5 pence per new ordinary share.

In addition, the Company intends to convert in full all amounts that have been drawn down by the Company pursuant to the convertible loan note issued by the Company to Candy Ventures SARL as announced on 25 January 2017. The amount for conversion will comprise GBP812,274, such amount to be converted into 40,613,698 new ordinary shares.

Highlights

-- A fundraising of up to GBP4 million raised through a conditional Placing of 146,400,000 new ordinary shares and a conditional Subscription for up to 13,600,000 new ordinary shares in each case at 2.5 pence per new ordinary share.

   --      40,613,698 new ordinary shares to be issued pursuant to the conversion of the Loan Note. 

-- The Placing and Subscription Shares will represent approximately 17.8 per cent. of the Enlarged Share Capital of the Company.

   --      The net proceeds of the Placing and Subscription will be applied for: 

o working capital

o technical development

o content acquisition and creative initiatives

-- An Extraordinary General Meeting of the Company is to be convened for 6 April 2017 to approve, inter alia, the shareholder resolutions required in order for the Second Placing and the issue of the Loan Note Conversion Shares to proceed.

-- The Circular containing a notice convening the Extraordinary General Meeting and full details of the Placing and Subscription is expected to be posted to shareholders shortly. Terms capitalised in this announcement have the meaning given to them in the Appendix to this announcement.

   --      Allenby Capital Limited is acting as Nomad and Sole Bookrunner. 

Roger Maddock, Non-Executive Director of the Company, and Candy Ventures SARL intend to subscribe for up to 1,600,000 and 8,000,000 Subscription Shares respectively (a total aggregate amount of GBP40,000 and GBP200,000 respectively at the Issue Price). This intention is not legally binding and any subscriptions by Roger Maddock or Candy Ventures SARL pursuant to the Subscription will be announced through a Regulatory Information Service. The contents of this announcement assume that the subscriptions by each of Roger Maddock and Candy Ventures SARL proceed in full.

Rob Proctor, CEO of Audioboom, commented: "This fundraise will enable another step change in the Company's on-going revenue growth story. I am obviously delighted that follow-on investment by a number of our existing shareholders, and material investment from new institutional investors, recognises both the progress that we have made over the last year and the exciting sector that we are selling into.

The investment will allow Audioboom to consolidate its rapid revenue growth, focused on US and UK operations. It should also enable us to further increase margins in the future by accelerating the

development of our own ad-server technology.

This is an exciting time for the podcasting industry globally and I am proud to be running a UK-based company that is at the forefront of shaping the sector."

Enquiries:

 
 Audioboom Group plc             [phone] 
 Rob Proctor, Chief Executive 
  Officer 
 David McDonagh, Chief 
  Financial Officer 
 
 Allenby Capital Limited 
  (NOMAD/broker)                 [phone] 
 David Hart/James Thomas/Asha 
  Chotai 
 
 Walbrook PR Ltd (PR & 
  IR Advisors)                   [phone] 
 Paul Cornelius/ Sam Allen       or [e-mail] 
 

Expected timetable of Principal Events

 
 Circular posted to shareholders            21 March 2017 
 Admission and commencement of              8.00 a.m. on 23 
  dealings in the First                      March 2017 
  Placing Shares and the Subscription 
  Shares 
 CREST member accounts expected             23 March 2017 
  to be credited for the 
  First Placing Shares and the 
  Subscription Shares in 
  uncertificated form (where applicable) 
 Dispatch of definitive share               30 March 2017 
  certificates for the First Placing 
  Shares and the Subscription 
  Shares in certificated form 
  (where applicable) 
 Latest time and date for receipt           10.00 a.m. on 
  of Form of Proxy                           4 April 2017 
 Extraordinary General Meeting              10.00 a.m. on 
                                             6 April 2017 
 Admission and commencement of              8.00 a.m. on 7 
  dealings in the Second                     April 2017 
  Placing Shares and Loan Note 
  Conversion Shares to trading 
  on AIM 
 CREST member accounts expected             7 April 2017 
  to be credited for the 
  Second Placing Shares in uncertificated 
  form (where 
  applicable) 
 Dispatch of definitive share               14 April 2017 
  certificates for the Second 
  Placing Shares in certificated 
  form (where applicable) 
 

Placing and Subscription Statistics

 
 Issue Price                          2.5 pence 
 Number of Existing Ordinary 
  Shares currently in issue           695,937,991 
 Total number of First Placing 
  Shares                              37,760,000 
 Total number of Subscription 
  Shares                              13,600,000 
 Total number of Second Placing 
  Shares                              108,640,000 
 Percentage of the Enlarged Share 
  Capital comprised by the Placing 
  Shares and the Subscription 
  Shares                              17.8 
 

Defined terms used in this announcement will have the meaning (unless the context otherwise requires) as set out in this announcement.

   1.   Introduction 

The Company announces today that it has conditionally raised up to GBP4 million (before expenses) by way of the Placing of 146,400,000 Placing Shares and the Subscription of 13,600,000 Subscription Shares, each at the Issue Price with existing and new investors.

   2.   Background to and reasons for the Placing and Subscription 

The Company has developed a cloud-based, software as a service platform which enables the creation, broadcast and syndication of digital audio content across multiple devices, networks and geographies, and the Company remains the hosting and distribution platform of choice for some of the world's leading content creators.

The Company's business model is based, principally, on entering into advertising revenue share agreements with content creators (principally broadcasters and publishers) using the Audioboom platform to embed audio content across their own websites, mobile apps and other distribution channels, such as iTunes, Facebook and Twitter. Each piece of audio provides an opportunity to place live "host read" adverts during and/or traditional audio or video adverts at the beginning, middle and end of the content (pre, mid and post roll advertising).

Working with content partners, third parties and/or programmatic advertising exchanges, Audioboom seeks to secure advertising to place on its inventory of audio content on the Audioboom platform. It will share the proceeds of such advertising with the content creator on a pre-agreed revenue share basis. Revenue will be driven by the rate card fee for live host read adverts and also the number of listens to the particular content and the CPM rate at which the advertising is secured. The CPM is the cost per thousand listens of audio that the advertiser is willing to pay and dictates the revenue for Audioboom. CPMs may differ according to various factors including the type and length of content, the target audience and type of advert location and delivery.

Live host read advertising, where the presenter promotes a product or brand during the broadcast, also presents a significant medium-term opportunity and which typically attracts higher CPMs. The rate card fee for live host read adverts is based on the CPM rate multiplied by the listens per episode.

Market

Traditional radio listening is falling dramatically while podcasting and other audio on-demand are the digital disruptors in the audio sector, with significant and sustained growth, especially amongst the digital generation. Furthermore, data supports the proposition that podcast audiences are more engaged and loyal, and research indicates that podcasts provide a far more effective advertising medium than traditional radio.

The global spend on radio advertising is around US$19 billion (source: WPP & IAB research). By the end of 2017, it is estimated that 40% of audio will be consumed digitally (source: Edison & NPR research.

KPIs

The Company recorded impressive growth in all its KPIs in 2016 - driving significant year-on-year revenue growth - and this strong performance has continued into Q1 2017:

-- UFRs: the Company has recently adopted the IAB standard of unique file requests (UFRs) to replace its "listens" metric. Audioboom's Q1 2017 UFRs were 149 million (a quarterly record).

-- Available advertising impressions: Total available ad impressions grew to 304 million in Q1 2017 (another quarterly record).

-- Content channels: 478 new content channels were added during Q1 2017, giving a total of 10,005 content channels as at 28 February 2017. Major new content, distribution and/or monetisation partnerships have been established recently with Spotify, GooglePlay, Univision, Pandora, Saavn, NBC Sports and iHeart media.

2016 revenues are expected to have exceeded GBP1.3 million, an increase of more than six fold compared to 2015. Q1 2017 revenues exceeded those of Q4 2016 (GBP630,000), providing another quarterly record, and this impressive rate of revenue growth continues, with over GBP2 million already booked for advertising campaigns in 2017, inclusive of the Q1 revenues.

This continued revenue growth, coupled with focus on cost management, results in the Board targeting the Company being cash-flow positive on a monthly basis during the final quarter of 2018.

SONR acquisition

Audioboom recently completed its all-share acquisition of SONR News Limited, the neuro-linguistic programming ('NLP') and artificial intelligence ('AI') development company.

SONR is developing algorithms which will allow Audioboom to accelerate the creation and phased introduction of industry leading, plug-in, intelligent data management platforms that will better inform programmatic ad-serving solutions and audio recommendation engines over the next 12 months. Currently, access to the nascent, fast growing digital audio advertising market is being hampered by a lack of technology that is fit for purpose; advertising agencies are suffering from a lack of real time data to inform their programmatic buying platforms.

SONR's algorithms are capable of generating vast numbers of audience specific data-points and future development plans will see these algorithms being developed specifically for brand advertising targeting. The Board believes that this, combined with the further development and integration of audio to text transcription technologies, will allow Audioboom to build ad-server solutions and, ultimately, a proprietary ad-server that will facilitate programmatic ad placement in the digital audio space through targeted advertising in scale.

The Company believes the time is right to capitalise on the growth opportunities offered in its key markets - particularly the US (which currently accounts for more than 65% of inventory and listens) and India - however it is currently constrained from doing so by the cash position of the Company. Accordingly, the Company wishes to complete the Placing and Subscription and in doing so provide the funding to accelerate the growth and future success of the Company.

   3.   Use of proceeds 

The net proceeds of the Placing and Subscription will be approximately GBP3.8 million and are expected to be applied in the following areas:

   --      Working capital to accelerate growth 

The Company has recognised the need to focus its head count and business development activity to capitalise on the countries the Board has identified as those that afford the greatest opportunity for monetisation, particularly the US where revenue is growing and the Company is actively moving headcount to match its revenue opportunities.

   --      Technical development 

The Company's ad-serving costs have and will continue to increase substantially through listen and advertising inventory growth. Audioboom has identified that building its own audio ad-server, utilising NLP, AI and audio to text transcription is a strategic way to reduce ad-serving costs, whilst creating its own IP, removing reliance on third parties and creating higher value targeted advertising solutions.

   --      Content acquisition and creative initiatives 

Over the last 12 months, Audioboom has focused on attracting established podcast content with audiences and creating its own bespoke podcast content, producing 5 of iTunes' top 10 podcasts of 2016. Audioboom intends to accelerate this strategy to rapidly scale revenues from 'live host read' (also referred to as 'in-read') advertising sales, whilst capturing a higher percentage of addressable market revenue.

   4.   Convertible Loan Note 

On 25 January 2017, the Company announced that it had entered into a GBP1,000,000 Loan Note to Candy Ventures SARL (an investment vehicle controlled by Nick Candy). The Loan Note can be drawn down before 30 June 2017, attracts interest at a rate of 10% per annum which is payable on redemption, repayment or conversion of the Loan Note and is convertible into the Loan Note Conversion Shares at 2.5p per Ordinary Share or, if lower, a 20% discount to the price of any future funding round of the Company greater than GBP2 million (subject to a minimum price of 1.75p per Ordinary Share).

Pursuant to the terms of the Loan Note, the Company covenanted to maintain sufficient shareholder authority to satisfy conversion of the Loan Notes. Candy Ventures SARL has agreed to waive the covenant given by the Company so that the Company may utilise the existing share authorities put in place at the Company's annual general held on 4 May 2016 and at the Company's extraordinary general meeting on 22 August 2016 in connection with the Fundraise.

Contemporaneously with the Second Admission, the Company intends to convert in full all amounts that have at that time been drawn down by the Company pursuant to the Loan Note (including accrued interest). The Company no longer intends to draw down the final instalment available to it under the terms of the Loan Note and it is therefore anticipated that the amount for conversion as at the Second Admission will comprise GBP812,274, including interest of GBP12,274, such amount to be converted into the 40,613,698 Loan Note Conversion Shares. Accordingly, the Company is seeking Shareholder approval of Resolutions 3 and 4 which are to be put to the Extraordinary General Meeting of the Company.

   5.   Details of the Placing, Subscription and Admission 

A total of approximately GBP1.28 million (before expenses), representing the issue of 51,360,000 new Ordinary Shares, has been raised by way of the First Placing and the Subscription utilising the Company's existing share authorities put in place at the Company's annual general held on 4 May 2016 and at the Company's extraordinary general meeting on 22 August 2016. The First Placing and the Subscription are conditional, inter alia, upon compliance by the Company with its obligations under the Placing Agreement (as described further below) and admission of the First Placing Shares and the Subscription Shares to trading on AIM.

The Company is also proposing to raise approximately GBP2.72 million (before expenses) for the Company by way of the Second Placing at the Issue Price with new and existing investors.

The Second Placing is conditional, inter alia, upon:

   --      the passing of the Fundraising Resolutions without amendment at the EGM; 

-- the Placing Agreement (as described in more detail below) becoming unconditional in all respects and not having been terminated in accordance with its terms; and

-- admission of the Second Placing Shares to trading on AIM becoming effective by not later than 8.00 a.m. on 7 April 2017 (or such later time and/or date (not being later than 8 May 2017) as Allenby Capital and the Company may agree).

The Placing and Subscription will result in the issue of a total of 160,000,000 new Ordinary Shares, representing, in aggregate, approximately 17.8% of the Enlarged Share Capital. Such new Ordinary Shares, when issued and fully paid, will rank pari passu in all respects with the Existing Ordinary Shares and therefore will rank equally for all dividends or other distributions declared, made or paid after the relevant date of Admission.

Application will be made to London Stock Exchange for the First Placing Shares and the Subscription Shares to be admitted to trading on AIM and admission of the First Placing Shares and the Subscription Shares is expected to occur on 23 March 2017.

It is expected that CREST accounts will be credited on the day of First Admission as regards the First Placing Shares and Subscription Shares in uncertificated form and that certificates for those shares to be issued in certificated form will be dispatched by first class post by 30 March 2017.

Application will also be made to London Stock Exchange for the Second Placing Shares and the Loan Note Conversion Shares to be admitted to trading on AIM and admission of the Second Placing Shares and Loan Note Conversion Shares is expected to occur on 7 April 2017.

It is expected that CREST accounts will be credited on the day of Second Admission as regards the Second Placing Shares in uncertificated form and that certificates for those shares to be issued in certificated form will be dispatched by first class post by14 April 2017.

   6.   The Placing Agreement 

Pursuant to the terms of the Placing Agreement, Allenby Capital, as agent for the Company, has agreed conditionally to use its reasonable endeavours to procure Placees for the Placing Shares at the Issue Price. The Placing is not being underwritten.

The obligations of Allenby Capital under the Placing Agreement are conditional, among other things, upon: (i) the passing of the Fundraising Resolutions without amendment at the EGM; (ii) First Admission becoming effective by not later than 8.00 a.m. on 23 March 2017 (or such later time and/or date (not being later than 24 April 2017) as Allenby Capital and the Company may agree); and (iii) Second Admission becoming effective by not later than 8.00 a.m. on 7 April 2017 (or such later time and/or date (not being later than 8 May 2017) as Allenby Capital and the Company may agree).

The Placing Agreement contains certain warranties and indemnities given by the Company in favour of Allenby Capital as to certain matters relating to the Company's group and its business. The obligations of Allenby Capital under the Placing Agreement may be terminated in certain circumstances if there occurs either a breach of any of the warranties or if a materially adverse event occurs at any time prior to either First Admission or Second Admission. Such rights exist in the event that such circumstances arise prior to First Admission or Second Admission. If the conditions in the Placing Agreement are not fulfilled on or before the relevant date in the Placing Agreement or, if applicable, waived then the placing monies will be returned to Placees without interest at their own risk.

The Placing Agreement also provides for the Company to pay Allenby Capital commissions and certain other costs and expenses incidental to the Placing and Admission.

   7.   Related Party Transactions 

Roger Maddock, a Director of the Company, intends to subscribe for 1,600,000 Subscription Shares. The participation of Roger Maddock in the Subscription would constitute a related party transaction under rule 13 of the AIM Rules.

In addition, Candy Ventures SARL, a substantial shareholder of the Company, having an interest in approximately 10.42% of the voting rights of the Company, intends to subscribe for 8,000,000 Subscription Shares. The participation of Candy Ventures SARL in the Subscription would constitute a related party transaction under rule 13 of the AIM Rules. Nick Candy (90% shareholder of Candy Ventures SARL) is also considered to be a related party of Audioboom by reason of his shareholding in Candy Ventures SARL, his having been a director of Audioboom within the twelve month period preceding the Fundraise and because of the issue of the Loan Note Conversion Shares. Steven Smith, a director of the Company, is also a director and 10% shareholder of Candy Ventures SARL and accordingly he too is a related party of Audioboom.

The Independent Directors consider, having consulted with Allenby Capital, that the terms of the related party transactions would be fair and reasonable insofar as its Shareholders are concerned.

The following table set out Roger Maddock's and Nick Candy's interest in Ordinary Shares as at today and what it would be pending their subscriptions immediately following First Admission and Second Admission.

 
 Shareholder    Ordinary     % of      Participation   Interest      % of          Loan         Interest      % of 
                 Shares      the        in the         immediately   issued        Note         immediately   issued 
                 held        current    Subscription   following     share         Conversion   following     share 
                 as at       issue                     First         capital       Shares       Second        capital 
                 today       share                     Admission     immediately                Admission     immediately 
                             capital                                 following                                following 
                                                                     First                                    Second 
                                                                     Admission                                Admission 
-------------  -----------  --------  --------------  ------------  ------------  -----------  ------------  ------------ 
 Nick Candy*    97,368,302     13.99       8,000,000   105,368,302         14.10   40,613,698   145,982,000         16.28 
-------------  -----------  --------  --------------  ------------  ------------  -----------  ------------  ------------ 
 Roger 
  Maddock       15,513,556      2.23       1,600,000    17,113,556          2.29            -    17,113,556          1.91 
-------------  -----------  --------  --------------  ------------  ------------  -----------  ------------  ------------ 
 

* As at today, Nick Candy is interested in 24,820,000 Ordinary Shares held in his own (or his wife's) name and 72,548,302 Ordinary Shares held via Candy Ventures SARL. Immediately following First Admission, Nick Candy will be interested in 24,820,000 Ordinary Shares held in his own (or his wife's) name and 80,548,302 Ordinary Shares held via Candy Ventures SARL. Immediately following Second Admission Nick Candy will be interested in 24,820,000 Ordinary Shares held in his own (or his wife's) name and 121,162,000 Ordinary Shares held via Candy Ventures SARL.

DEFINITIONS

 
 Admission                 First Admission and Second 
                            Admission. 
 AIM                       AIM, a market operated by the 
                            London Stock Exchange. 
 AIM Rules                 the AIM Rules for Companies, 
                            as published and amended from 
                            time to time by the London 
                            Stock Exchange. 
 Allenby Capital           Allenby Capital Limited, the 
                            Company's nominated adviser 
                            and broker pursuant to the 
                            AIM Rules. 
 Articles                  the existing articles of association 
                            of the Company as at the date 
                            of this Circular. 
 Capita Asset Services     a trading name of Capita Registrars 
                            Limited. 
 Circular                  the circular intended to be 
                            sent to Shareholders later 
                            today. 
 Company or Audioboom      Audioboom Group plc. 
 CREST                     the computerised settlement 
                            system (as defined in the CREST 
                            Regulations) which facilitates 
                            the transfer of title to shares 
                            in uncertificated form. 
 CREST Manual              the manual, as amended from 
                            time to time, produced by Euroclear 
                            UK & Ireland which facilitates 
                            the transfer of shares in uncertificated 
                            form. 
 CREST member              a person who has been admitted 
                            by Euroclear UK and Ireland 
                            as a system-member (as defined 
                            in the CREST Regulations). 
 CREST Regulations         the Uncertificated Securities 
                            Regulations 2001 or the Companies 
                            (Uncertificated Securities) 
                            (Jersey) Order 1999, including 
                            (i) any enactment or subordinate 
                            legislation which amends or 
                            supersedes those regulations 
                            and (ii) any applicable rules 
                            made under those regulations 
                            or any such enactment or subordinate 
                            legislation for the time being 
                            in force. 
 Directors or Board        the directors of the Company. 
 Enlarged Share            the 896,551,689 Ordinary Shares 
  Capital                   in issue immediately following 
                            Admission. 
 Euroclear UK &            Euroclear UK & Ireland Limited, 
  Ireland                   the operator of CREST. 
 Existing Ordinary         the 695,937,991 existing Ordinary 
  Shares                    Shares in issue in the capital 
                            of the Company as at the date 
                            of this Circular. 
 Extraordinary General     the extraordinary general meeting 
  Meeting or EGM            of Shareholders to be held 
                            at the offices of Fladgate 
                            LLP at 16 Great Queen Street, 
                            London, WC2B 5DG at 10:00 a.m. 
                            on 6 April 2017. 
 First Admission           the admission of the First 
                            Placing Shares and the Subscription 
                            Shares to trading on AIM becoming 
                            effective in accordance with 
                            the AIM Rules. 
 First Placing             the placing of the First Placing 
                            Shares at the Issue Price by 
                            Allenby Capital, as described 
                            in this Circular. 
 First Placing Shares      the 37,760,000 new Ordinary 
                            Shares, which have been placed 
                            by Allenby Capital with institutional 
                            and other investors pursuant 
                            to the First Placing. 
 Form of Proxy             the form of proxy for use in 
                            connection with the Extraordinary 
                            General Meeting accompanying 
                            this Circular. 
 Fundraise                 together, the Placing and Subscription. 
 Fundraising Resolutions   the resolutions numbered 1 

                            and 2 to be proposed at the 
                            Extraordinary General Meeting 
                            as set out in the Notice of 
                            Extraordinary General Meeting. 
 Independent Directors     Malcolm Wall, Robert Proctor 
                            and David McDonagh, being the 
                            Directors not participating 
                            in the Placing or Subscription. 
 ISIN                      International Securities Identification 
                            Number. 
 Issue Price               2.5 pence per New Ordinary 
                            Share. 
 Loan Note                 the convertible loan note issued 
                            by the Company to Candy Ventures 
                            SARL. 
 Loan Note Conversion      the 40,613,698 new Ordinary 
  Shares                    Shares to be issued to Candy 
                            Ventures SARL pursuant to the 
                            conversion of the Loan Note. 
 London Stock Exchange     London Stock Exchange plc. 
 New Ordinary Shares       together the First Placing 
                            Shares, the Second Placing 
                            Shares, the Subscription Shares 
                            and the Loan Note Conversion 
                            Shares. 
 Notice of Extraordinary   the notice of Extraordinary 
  General Meeting           General Meeting set out at 
                            the end of this Circular. 
 Optionholders             the holders of options to acquire 
                            Ordinary Shares, offered or 
                            granted in accordance with 
                            the share option scheme operated 
                            by the Company. 
 Ordinary Shares           the ordinary shares of no par 
                            value in the capital of the 
                            Company. 
 Placees                   the persons who have conditionally 
                            agreed to subscribe for the 
                            Placing Shares. 
 Placing                   the First Placing and the Second 
                            Placing. 
 Placing Agreement         the conditional agreement dated 
                            20 March 2017 between the Company 
                            (1) and Allenby Capital (2) 
                            relating to the Placing. 
 Placing Shares            the First Placing Shares and 
                            the Second Placing Shares. 
 Resolutions               the resolutions numbered 1 
                            to 4 to be proposed at the 
                            Extraordinary General Meeting 
                            as set out in the Notice of 
                            Extraordinary General Meeting. 
 Second Admission          the admission of the Second 
                            Placing Shares and the Loan 
                            Note Conversion Shares to trading 
                            on AIM becoming effective in 
                            accordance with the AIM Rules. 
 Second Placing            the conditional placing of 
                            the Second Placing Shares at 
                            the Issue Price by Allenby 
                            Capital, as described in this 
                            Circular pursuant to the Second 
                            Placing. 
 Second Placing            the 108,640,000 new Ordinary 
  Shares                    Shares, which have been placed 
                            by Allenby Capital with institutional 
                            and other investors. 
 Shareholder(s)            holder(s) of Existing Ordinary 
                            Shares. 
 Subscribers               the persons who have conditionally 
                            agreed to subscribe for the 
                            Subscription Shares. 
 Subscription              the conditional subscription 
                            for the Subscription Shares 
                            at the Issue Price pursuant 
                            to Subscription Letter. 
 Subscription Letters      conditional subscription letters 
                            between the Company and each 
                            of the Subscribers each dated 
                            around the date of this Circular. 
 Subscription Shares       the 13,600,000 new Ordinary 
                            Shares conditionally subscribed 
                            for pursuant to Subscription 
                            Letters. 
 UK                        the United Kingdom. 
 uncertificated            recorded on the relevant register 
  or in uncertificated      of the share or security concerned 
  form                      as being held in uncertificated 
                            form in CREST and title to 
                            which may be transferred by 
                            means of CREST. 
 US                        the United States of America. 
 US Person                 a US person as defined in Regulation 
                            S promulgated under the US 
                            Securities Act. 
 US Securities Act         the United States Securities 
                            Act of 1933 (as amended). 
 Warrantholders            the holders of warrants to 
                            acquire Ordinary Shares. 
 GBP or pence              the lawful currency of the 
                            UK. 
 

This information is provided by RNS

The company news service from the London Stock Exchange

END

MSCEAFDEAAAXEAF

(END) Dow Jones Newswires

March 21, 2017 03:02 ET (07:02 GMT)