Iconic Labs PLC Re-Admission to trading and Restoration of Listing (9543H)

TIDMICON

RNS Number : 9543H

Iconic Labs PLC

30 March 2020

Iconic Labs Plc ("Iconic Labs" or the "Company")

Re-Admission to trading following publication of New Prospectus

Iconic Labs Plc (LSE:ICON) (the "Company"), a multi-divisional new media and technology business, is pleased to announce the restoration of the Company's Admission to the Official List and the re-admission of the Company's ordinary shares of GBP0.00001 each ("Ordinary Shares") to trading on the standard segment of the Main Market of the London Stock Exchange. The suspension has been lifted and the listing of the shares will be restored from 07:30am today.

The Company had originally requested the suspension of the shares because it came to the attention of the Company that, in respect of a number of Ordinary Shares issued and allotted by the Company during 2019, not all the necessary submissions had been submitted to the FCA. Following the approval and publication of the prospectus on Wednesday 25th March these submissions have now been made.

The Prospectus relates to the issuance of up to 31,223,750,000 new ordinary shares pursuant to the previous financing agreement, deed of issuance and the financing agreement, and the admission of the new ordinary shares to the standard listing segment of the official list and to the trading on the London Stock Exchange's main market for listed securities.

INTRODUCTION AND BACKGROUND TO THE PROPOSALS IN THE PROSPECTUS

The purpose of this Prospectus is to provide the Shareholders with the details of the Proposals and explain why the Board considers the Proposals are in the best interests of the Company and its Shareholders as a whole. It should be noted that, as the Resolutions have already been passed at the General Meeting, no further resolutions are required to be passed by the Shareholders in order to implement the Proposals.

Pursuant to the Previous Financing Agreement, the Company issued 1,223,750,000 Ordinary Shares to the Investor along with a further 237,827,207 Ordinary Shares that were issued to the Investor under the Deed of Settlement. Furthermore, the Company also issued an additional 24,200,000 Ordinary Shares to other Shareholders other than the Investor. None of these Ordinary Shares that have been issued have been Admitted. Following the publication of this Prospectus, the Company will make an application for all of these securities to be Admitted.

On 6 August 2019, the Company announced that it had secured further financing from the Investor for a gross amount of up to GBP1.375 million which would provide the Company with capital to continue to resolve the outstanding legacy issues associated with the previous operating stem cell business, fund the cash consideration elements for the acquisition of Social Alchemist Limited and for general working capital purposes. This involved the Company entering into the Deed of Issuance with the Investor. Please note the Company has not yet concluded the acquisition of Social Alchemist Limited following the entering into of heads of terms, but is hopeful that this can be concluded in the next quarter.

Pursuant to the terms of the Deed of Issuance, the Investor agreed to provide finance to the Company, and to date, the Company has drawn down net monies amounting to GBP1,300,000 in aggregate under the Deed of Issuance. Each time the Company has drawn down a tranche it has issued the Investor with a number of Issuance Notes. These Issuance Notes attract interest at the rate of five per cent. per annum and each Issuance Note has a duration of 12 months from the date of its issue. The Issuance Notes can be freely transferred, will not be listed on any financial market and are not capable of being converted into Ordinary Shares. On entering into the Deed of Issuance, the Company agreed to certain covenants and undertakings which it gave to the investor. This included satisfying the Issuance Warrants Conditions, of which, at the General Meeting the Resolutions were passed, meaning that the remaining Issuance Warrant Condition to be satisfied was the approval from the FCA of this document and this document being made publicly available. Consequently, now that all of the Issuance Warrants Conditions have been satisfied the Issuance Warrants will automatically attach to the Issuance Notes that have been issued. The number of Issuance Warrants to be attached to the Issuance Notes is to be calculated as follows: for each Issuance Note the number of Issuance Warrants shall be 5,000 divided by 90 per cent. of the lowest closing VWAPs of the Ordinary Shares during the five trading days immediately preceding the date of issue of the Issuance Warrants. Further details of the Issuance Warrants, including when they can be exercised and the calculation of the exercise price once the Issuance Warrants are exercised is set out in paragraph 13 of Part VII of this document.

The Company also announced on 6 August 2019, that it had agreed to settle with the Investor the remaining amounts due that were outstanding under the Previous Financing Agreement entered into with the Investor. This involved the Company entering into the Deed of Settlement pursuant to which the Company issued a further 237,827,207 Ordinary Shares to the Investor on the sixth trading day following the entering into of the Deed of Settlement and with further Ordinary Shares to be issued in due course, although please see paragraph 1.8 below.

On 7 February 2020, the Company announced that it had secured additional financing from the Investor for a gross amount of GBP5,000,000 with a commitment by the Company to draw down on at least GBP2,000,000 of funding, with the decision as to whether to take more than GBP2,000,000 being in the sole discretion of the Company. This additional financing will provide the Company with sufficient capital to pursue its near-term growth strategy of organic expansion and by making opportune, well-priced smaller acquisitions. It will also be used for general working capital purposes. The Board intend to utilise the Tranches drawn-down for general working capital purposes. A small part of future draw-downs of Tranches may be used to pursue well-priced smaller acquisitions, although the Board has not as yet identified any specific acquisition targets, other than Social Alchemist Limited.

To draw-down in full the Tranches under the Financing Agreement, the Company needed to pass the Resolutions and approval from the FCA of this document and this document being made publicly available was needed. Following the passing of the Resolutions and the FCA giving its approval of this document and its publication, all of the conditions to drawing down the Tranches under the Financing Agreement have been met and the Board currently expects to draw down GBP250,000 under the Financing Agreement all of which will be made available for general working capital purposes. Further details of the terms of the Financing Agreement along with the Financing Notes and Financing Warrants to be issued pursuant to its terms are set out in paragraph 13 of Part VII of this document.

The Financing Agreement also dealt with the outstanding sums still due (including the issue of further Ordinary Shares) under the Deed of Settlement. This has been resolved by writing down the amount outstanding by 30 per cent. and the balance being settled by the issue of notes pursuant to the terms of the Financing Agreement rather than the issue of further Ordinary Shares.

REASONS WHY THE BOARD CONSIDERS THE PROPOSALS TO BE IN THE BEST INTERESTS OF THE COMPANY AND ITS SHAREHOLDERS AS A WHOLE

The Company, its Board and the Shareholders have all had to bear the consequences of the high level of debts and time spent on the cleaning up of the previous stem cell business and its legacy funding agreements with the Investor.

The operations of the new Iconic Labs Group business has also been adversely affected by these legacy issues, as a larger than expected amount of debt has had to be repaid, leading to funds allocated to the growth of the new business being spent on settling the historical debts relating to the previous stem cell business, which has also meant that the Board had to draw down on the funding made available by the Investor. Negotiating and resolving these issues has also taken up a considerable amount of management time which would have been better spent on developing the new Iconic Labs Group business.

The Board has therefore worked hard to negotiate and enter into a new financing agreement with the Investor which will lead to a clearer and cleaner Company balance sheet. Furthermore, the Board is also looking to make some opportune and well-priced acquisitions in the short term in order to demonstrate a clear path forward for the Company to enable it to achieve its near-term growth strategy. The Board believes that the acquisition and subsequent successful relaunch of GSN is a clear indicator that the Board's strategy for near-term growth is viable and will create long term capital value in the future. The Board is also looking at an ambitious growth strategy in the medium to long term that will necessitate growing the existing business and also making further, larger acquisitions as and when the opportunity arises and the Company is in a position to take advantage of such opportunities.

In respect of the previous stem cell business, the Board has identified a number of final debts which amount to a total of approximately GBP200,000, and that the Board expects to have to pay and is in the process of settling these. The Board anticipates finalising these payments in the next three months. In parallel to this the Board anticipates seeing the start of revenue growth shortly. Organic revenues have started to be generated across the business and while the immediate cash effect is small, it is growing each month, the pipeline is strong and the Board believes there is a clear pathway to growth over the next 12 months.

The Directors are of the view that there is a bright future for the Iconic Labs Group, but acknowledge that it will require more capital in the future if it is to fully achieve the ambitious growth plans which the Board believes it is capable of doing. Furthermore, as traditional debt facilities are not likely to be available to the Iconic Labs Group at this moment and with the possible need for further capital to achieve the Board's ambitious growth plans, there are limited other realistic alternatives to fund the Company through this period and achieve its near term growth plans other than the Financing Agreement. It should be noted that the Board has been in consultation with its advisers and also certain institutional shareholders to canvass views on the best steps towards the stated capital aim while enabling the Company to continue to grow. While the institutional shareholders consulted indicated that they would consider participating in an equity offering once the balance sheet was more conventional, they held a consistent view that there was no appetite to successfully place equity before this has been achieved. This confirmed the view of the Board that the move towards a clean balance sheet is the correct aim, but that it cannot be achieved in one step. Specifically, a placing or open offer to enable the Company to settle all existing amounts owed to the Investor and provide growth and working capital to the business is not possible at this time. However, on the basis of the consultations with the institutional shareholders, the Board is confident that there will be interest in providing equity funding once the situation with the Investor has been resolved and has therefore negotiated the Financing Agreement with a view to enabling the Company to move towards a clean balance sheet.

In light of the above, the Directors, who have carefully considered the Proposals, believe that the Proposals, are in the best interests of all of its Shareholders.

Market Abuse Regulation (MAR) Disclosure

The information contained within this announcement is deemed by the Company to constitute inside information for the purposes of the Market Abuse Regulation (EU) No. 596/2014. Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

Iconic Labs Plc (LSE:ICON), is a multi-divisional new media and technology business set up by Liam Harrington, John Quinlan and Sam Asante. The initial focus is to expand the content platform, suite of digital brands, and technology products both organically and through acquisitions in addition to consultancy and agency services.

**ENDS**

For further information, please visit the Company's website www.iconiclabs.co.uk or contact:

 
 Damon Heath   Shard Capital Partners   Tel: [phone] 
                LLP 
 

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March 30, 2020 02:00 ET (06:00 GMT)