Share Name Share Symbol Market Type Share ISIN Share Description
Angelfish Investments plc NEX:ANGP NEX Ordinary Share GB00B28HZ894
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.0% 0.025 0.02 0.04 0.025 0.025 0.025 0.00 07:55:50
Industry Sector Turnover (m) Profit (m) EPS - Basic PE Ratio Market Cap (m)
- - - -

Angelfish Investments Plc Convertible Loan Note Investment

23/05/2019 7:00am

UK Regulatory (RNS & others)

23 May 2019 
Angelfish Investments Plc ("Angelfish" or "the Company") 
Convertible Loan Note Investment 
The Directors of Angelfish announce that the Company has agreed to subscribe 
for up to GBP150,000 0% fixed rate secured convertible loan notes ("Notes") 
issued by ASSIF Limited ("ASSIF"), a company that is developing a digital 
product related to employee mental health. 
The principal terms of the notes are as follows: 
  * An aggregate investment in the amount of up to GBP150,000 which will be drawn 
    down in two equal instalments.  The first instalment will be drawn down 
    immediately and the second will be available for drawdown when the design 
    work is complete and has been validated by ASSIF's behavioural 
    psychologists and when ASSIF's website has reached beta testing stage. 
  * The Notes are supported by a first ranking legal charge over the assets of 
  * Redeemable exclusively at the option of Angelfish after one year. 
  * Alternatively, the Notes are convertible into the ordinary equity share 
    capital of ASSIF on the earlier of 12 months from the date of the 
    convertible loan note instrument, or the date by which ASSIF achieves all 
    of the following milestones: 
 i. GBP250,000 of grants and/or research loans or other funding available in the 
    healthcare sector that have no dilutive impact on ASSIF's equity share 
ii. a minimum viable product built and user tested; 
iii. either GBP50,000 of monthly recurring revenue or a minimum of 5 annual 
    contract independent customers signed (i.e. not from the same group of 
    companies) with collectively a minimum of 10,000 employees; and 
iv. ASSIF's valuation exceeding GBP7million or on ASSIF raising at least GBP500,000 
    from an issue of shares in ASSIF to any persons. 
  * The conversion will be for a maximum of 35% of the ordinary equity share 
    capital of ASSIF, which will be reduced by 5% of the ordinary equity share 
    capital in respect of each milestone achieved prior to conversion. 
  * In the event that a further fundraising is undertaken by ASSIF and a 
    pre-money valuation of GBP7m is not achieved in connection with such 
    fundraising then ASSIF has the right to buy back such number of Angelfish's 
    shares as represents 5% of the ordinary equity share capital of ASSIF for a 
    minimum consideration of GBP150,000. 
ASSIF is a mental health and wellness platform. It will primarily be a 
community for peer to peer support for people worried about mental health. 
Within the platform will be tools to help individuals with their mental health, 
including gamification and breathing videos. ASSIF is using cutting edge 
technology to deliver said tools and will have a consumer application and a 
business to business platform. 
This initial investment will allow ASSIF to develop a minimum viable product 
for release to early adopters which will consist of a fully functional live 
website and accompanying app covering the ASSIF community, information, 
articles and videos. 
Omar Akhtar, CEO of ASSIF commented: "We have said no to GBP1.3 million worth of 
investment from investors and companies due to various reasons. Angelfish felt 
like the perfect fit from our initial meetings as we're getting a lot more than 
just funding from Angelfish. The expertise and experience that Angelfish brings 
to the table will exponentially further the growth and development of the 
company. We have big plans and I believe that Angelfish will be a driving force 
behind the company reaching its potential." 
Richard Walker, Director of Angelfish, who will join the board of ASSIF 
commented: "ASSIF presents an exciting opportunity for Angelfish to support the 
early stage development of ASSIF in the expanding mental health sector. We look 
forward to working closely with the ASSIF team over the coming months" 
This announcement contains information which, prior to its disclosure, was 
inside information for the purposes of Article 7 of EU Regulation 596/2014. 
The directors of the Company take responsibility for this announcement. 
Angelfish Investments Plc +44 (0)7772 013116 
Richard Walker 
Cairn Financial Advisers LLP +44 (0)207 213 0880 
NEX Exchange Corporate Adviser 
David Coffman / Richard Nash 
About Angelfish Investments Plc 
The Company's Ordinary Shares and Preference Shares are admitted to trading on 
the NEX Exchange Growth Market in London. The Company has the trading symbol 
ANGP for its Ordinary Shares and the trading symbol ANGS for its Preference 

(END) Dow Jones Newswires

May 23, 2019 02:00 ET (06:00 GMT)

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