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FITB Fitbug

0.1675
0.00 (0.00%)
28 Mar 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Fitbug LSE:FITB London Ordinary Share GB00B57JBH88 ORD 0.1P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0.1675 0.00 00:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

Fitbug Holdings PLC Funding Update & Directors Participation (8923E)

21/07/2016 2:30pm

UK Regulatory


Fitbug (LSE:FITB)
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TIDMFITB

RNS Number : 8923E

Fitbug Holdings PLC

21 July 2016

Fitbug Holdings Plc / Epic: FITB.L / Index: AIM / Sector: Leisure

21 July 2016

FITBUG HOLDINGS PLC ('FITBUG' OR 'THE COMPANY')

Open Offer - Directors' intentions to participate

Underwriting Update

Further to the announcements of 29 June 2016 and 20 July 2016, Fitbug Holdings Plc, the AIM quoted technology developer and digital wellness pioneer, provides the following updates in respect of the Fitbug Directors intentions to participate in the Open Offer, and an update on the Underwriting commitments.

Directors intentions to participate

Further to the Result of Open Offer announcement of 20 July 2016, the directors of the Company have indicated their intention to subscribe, at a price of 0.25p per share, for certain Open Offer Shares that have not been subscribed for by Qualifying Shareholders. The Directors intention to subscribe for shares is set out below:

 
 Director           Current     Proposed        Number        Resultant       % resultant 
                     Holding     subscription    of shares     holding         holding 
                                 (GBP)           to be         on Admission    on Admission* 
                                                 subscribed 
                                                 for 
-----------------  ----------  --------------  ------------  --------------  --------------- 
 Donald 
  Stewart           Nil         5,000           2,000,000     2,000,000       0.16% 
-----------------  ----------  --------------  ------------  --------------  --------------- 
 Anna Gudmundson    Nil         6,000           2,400,000     2,400,000       0.19% 
-----------------  ----------  --------------  ------------  --------------  --------------- 
 Tyler Tarr         Nil         5,000           2,000,000     2,000,000       0.16% 
-----------------  ----------  --------------  ------------  --------------  --------------- 
 Mark Ollila        Nil         5,000           2,000,000     2,000,000       0.16% 
-----------------  ----------  --------------  ------------  --------------  --------------- 
 

*Subject to the Resolutions being passed and the Placing Agreement becoming unconditional

The total subscription for Open Offer Shares by Qualifying Shareholders and the Directors is therefore 77,116,438 Open Offer Shares.

The Open Offer remains conditional upon the passing of the Resolutions at the General Meeting of the Company to be held at 3.05p.m. on 22 July 2016 and therefore the subscription by the Directors remains conditional on the Resolutions being passed.

Underwriting Arrangements

As previously announced, Kifin has conditionally agreed to capitalize GBP1 million of its loans into 40,000,000 new Ordinary shares of 2.5p each. NW1 has also conditionally agreed to capitalise GBP7.4 million of its loans into New Ordinary Shares at 2.5p each which will result in the issue to NW1 of 296,000,000 New Ordinary Shares. In addition, bridging loans of GBP121,000 and GBP280,000 (announced on 13 June 2016 and 29 June 2016) will be repaid by the issue of 160,400,000 New Ordinary Shares, which will form part of the shares to be issued pursuant to NW1's underwriting commitment, details of which are set out below.

Pursuant to the terms of the Underwriting Agreement, NW1 has agreed to underwrite the entire Fundraising as to ensure the full proceeds of the Fundraising will be received by the Company. Subject to shareholder approval at a General Meeting of the Company to be held on 22 July 2016, and the Placing Agreement becoming unconditional, NW1 will therefore subscribe for, in aggregate 196,000,000 Open Offer Shares which have not been taken up by Qualifying Shareholders and the Directors. As described above, these shares include the shares issued in satisfaction of the repayment of the bridging loans. Subject to the Resolutions being passed at the General Meeting and the Placing being completed, following completion of the Proposals, NW1 will be interested in 506,000,000 New Ordinary Shares representing approximately 41.1% of the issued share capital on Admission and the Concert Party will be interested, in aggregate, in 614,474,999 New Ordinary Shares representing approximately 49.9 per cent. of the issued share capital on Admission. The balance of the underwriting obligations, totalling GBP1,076,275 will be satisfied by new secured loan notes, which shall be repayable on 31 July 2019 and shall carry interest at 4 per cent. per year over the Bank of England base rate, payable quarterly. The loan notes carry the rights, exercisable at NW1's sole discretion, to subscribe for New Ordinary Shares at the Issue Price for a period of 5 years from the date of issue. These subscription rights shall be capable of being exercisable in cash immediately and for an aggregate subscription price equal in value to the number of loan notes that may be issued to NW1, and will be exercisable, inter alia, only to the extent that such exercise does not result in the Concert Party's holding, or the holding of any other holder of subscription rights and any person with whom such holder of subscription rights is acting in concert (as such term is defined in the City Code), in aggregate, being over 49.9 per cent. of the then issued share capital. The subscription rights will be transferable.

On Admission, the Concert Party's shareholdings are expected to be as follows:

 
                 Existing                   Loan             Fundraising    Conversion     Following completion 
                  Shares                    Capitalisation                   rights         of the Placing, 
                                                                             under          Loan Capitalisation 
                                                                             outstanding    and Open Offer 
                                                                             loans 
--------------  -------------------------  ---------------  -------------  -------------  ---------------------------- 
                 Interest       Interest    Shares           Shares                        Interest       Maximum 
                  in Existing    in         to be            to be                          in Enlarged    Interest 
                  Ordinary       Existing   issued           issued                         Share          in Enlarged 
                  Shares         Ordinary   under            pursuant                       Capital        Share 
                  (no.)          Shares     Loan             to the                         (no.)          Capital 
                                 (%)        Capitalisation   underwriting                                  (%) 
                                                             arrangements 
--------------  -------------  ----------  ---------------  -------------  -------------  -------------  ------------- 
 NW1             14,000,000     4.97        296,000,000      196,000,000    200,000,000    506,000,000    41.1% 
--------------  -------------  ----------  ---------------  -------------  -------------  -------------  ------------- 
 Kifin           30,000,000     10.66       40,000,000       -              -              70,000,000     5.7% 
--------------  -------------  ----------  ---------------  -------------  -------------  -------------  ------------- 
 Prime 
  Interaction    2,500,000      0.89        -                -              -              2,500,000      0.2% 
--------------  -------------  ----------  ---------------  -------------  -------------  -------------  ------------- 
 Allan 
  Fisher 
  (and 
  family)*       17,170,000     6.10        -                -              -              17,170,000     1.4% 
--------------  -------------  ----------  ---------------  -------------  -------------  -------------  ------------- 
 David 
  Turner 
  (and 
  family)**      18,804,999     6.68        -                -              -              18,804,999     1.5% 
--------------  -------------  ----------  ---------------  -------------  -------------  -------------  ------------- 
 Total 
  Concert 
  Party          82,474,999     29.30       336,000,000      196,000,000    200,000,000    614,474,999    49.9 
--------------  -------------  ----------  ---------------  -------------  -------------  -------------  ------------- 
 

* this includes 6,280,000 Ordinary Shares beneficially owned by Jonathan Fisher, and 5,250,000 Ordinary Shares held by Relay Holdings Limited, which is wholly owned by The Watson Trust, a discretionary trust of which Allan Fisher and members of his family are beneficiaries

** this includes 6,290,000 Ordinary Shares beneficially owned by Anna Turner

Subject to the Resolutions being passed and the Placing being completed, the Company's issued share capital on Admission will be 1,231,366,968 New Ordinary Shares.

Defined terms used in this announcement will have the meanings (unless the context otherwise requires) set out in the circular dated 29 June 2016, which is available on the Company's website www.fitbug.com

**S**

 
 Anna Gudmundson          Fitbug Holdings 
  / Donald Stewart         Plc                      020 7449 1000 
-----------------------  ------------------------  -------------- 
                          Cantor Fitzgerald 
 Marc Milmo/ Catherine     Europe, Nomad 
  Leftley                  and Joint Broker         020 7894 7000 
-----------------------  ------------------------  -------------- 
 Claire Louise Noyce 
  / William Lynne         Hybridan LLP, 
  / Niall Pearson          Joint Broker             020 3764 2341 
-----------------------  ------------------------  -------------- 
 Elisabeth Cowell         St Brides Partners 
  / Charlotte Heap         Ltd, Public Relations    020 7236 1177 
-----------------------  ------------------------  -------------- 
 

Notes

About Fitbug(R)

Fitbug is a leading provider of online health and well-being services which is pioneering an innovative 'Digital Wellness' model to help individuals to improve their lifestyles by making realistic changes to their daily routine. It combines activity tracking devices, which provide an understanding of each user's daily activity achievements, with mobile and web technology, which provides users with personalised weekly activity and nutrition targets, feedback, advice and encouragement to achieve "wellness". This is centred on four key areas: stress, sleep, nutrition and activity.

Its "Kiqplan"TM digital health coaching platform is designed to make wearable technology relevant to new audiences and take the "so what?" out of activity tracking by providing structured action plans to help people achieve their wellness goals.

The Company is primarily focussed on the B2B market, mainly mid-to-large cap corporations and insurance brokers / health insurers, where significant growth opportunities have been identified, particularly in the UK and US. An important part of the Company's focus is on building strategic relationships with organisations, which can integrate Fitbug or Kiqplan into their own service/product offerings or resell to their customer base. For more information, visit www.fitbug.com and www.kiqplan.com.

This information is provided by RNS

The company news service from the London Stock Exchange

END

MSCEADXFAFFKEFF

(END) Dow Jones Newswires

July 21, 2016 09:30 ET (13:30 GMT)

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