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NAPS Napster Group Plc

200.00
0.00 (0.00%)
Last Updated: 00:00:00
Delayed by 15 minutes
Napster Investors - NAPS

Napster Investors - NAPS

Share Name Share Symbol Market Stock Type
Napster Group Plc NAPS London Ordinary Share
  Price Change Price Change % Share Price Last Trade
0.00 0.00% 200.00 00:00:00
Open Price Low Price High Price Close Price Previous Close
200.00
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Top Investor Posts

Top Posts
Posted at 31/12/2021 10:29 by david gruen
Savvy investors taking a position now. Spotify market cap over 45 Billion, and the Napster app is better. The US will more accurately value NAPS.
Posted at 21/12/2021 07:48 by david gruen
I believe Napster has the potential to be a billion dollar company, so I'm sticking with it. Institutional investors know more than even you Termy, and they're happy to vote for the switch to a US listing, so who am I to argue?
Posted at 08/12/2021 15:27 by longtallsally
David I think he’s saying it will never happen and be too costly. MVR have only a very small offering in VR already and a tiny capability to scale it.

There is no USP and Matchett has failed miserably at every turn and lost almost every last ounce of investors money.
Posted at 06/12/2021 09:00 by david gruen
IMHO, and I know I will be shot down.....

The new NAPSTER App could be a real game changer for the industry. Virtual Reality events teamed with music streaming.

Many would have you believe that the transition to a private company, and then to a US listing will mean that current AIM investors will lose everything. Maybe that's the case, but I don't think it is. I believe we'll be handsomely rewarded upon US listing.

Spotify Market Cap: 43.83B USD

So even if the funding required is 100 million, or even 200 million, we'll still be well in the money if the value of NAPS is one day aligned to that of its inferior peers.

I'm holding for gold.
Posted at 03/12/2021 17:29 by danmart2
Who in there right mind invested in this company when you have established market rivals such as Spotify, Deezer, Apple Music, even sound cloud which do the same thing with a strong customer base?

What did you expect the Napster app to do differently?

The only benefit of the Napster app is the brand recognition of the Napster name being linked to music; other than that did investors really expect the company to reinvent the wheel?
Posted at 03/12/2021 08:21 by jason_scrap
My bad for thinking about investors best interests... buy buy buy. Ramp ramp ramp. Whoosh
Posted at 03/12/2021 08:00 by david gruen
....we'll get the same as the institutional investors who are voting for it.
Posted at 03/12/2021 07:51 by bad robot
Lovely Jubly

0.1p is coming and delisting. They will have the numbers and more loans to be converted next week.

I did say clns was coming yesterday evening

The Giro investors will be finished this year. There 500 shs does not count.

BR
IN BR WE TRUST
RED MERCURY CREW




TIDMNAPS

RNS Number : 5003U

Napster Group PLC

03 December 2021

Napster Group PLC

("NAPS" or the "Group")

Conversion of Loan Notes and Director/PDMR disclosure

Napster Group PLC (AIM:NAPS), a leading music company and operator of the MelodyVR and Napster platforms, announces that it has received a notice of exercise from Nice & Green S.A (the "Investor") in respect of the Convertible Loan Notes ("Loan Notes") previously issued to the Investor.

As a result of this conversion notice, GBP2,000,000 Loan Notes have been converted in to 200,000,000 new ordinary shares of 1 pence each in the capital of the Company ("Ordinary Shares") at a conversion price of 1.00p in accordance with the terms of the Loan Notes. Following this notice, there are no outstanding Loan Notes held by the Investor.

In addition, in accordance with the loan facility agreement entered into with the Davis Partnership, LP (the "Lender") on 1 April 2021, the Company is issuing 8,292,120 new Ordinary Shares to the Lender in satisfaction of accrued interest of US$419,166.67. The prescribed price of an Ordinary Share as set out in the loan facility agreement is 3.75p per Ordinary Share.

Application has been made to the London Stock Exchange for the 208,292,120 new Ordinary Shares to be admitted to trading on AIM ("Admission") and it is expected that Admission will become effective and trading will commence at 8.00 a.m. on 9 December 2021. The new Ordinary Shares will rank pari passu in all respects with all existing Ordinary Shares in the Company.

Following Admission and including the Ordinary Shares subscribed for by the Group's Employee Ben
Posted at 02/12/2021 13:16 by david gruen
2 December 2021

Napster Group PLC

("Napster", the "Company" or the "Group")

Proposed disposal of the Assets, Share Consolidation, Capital Reduction,

De-Listing and Re-Registration and Notice of General Meeting

The Board of Napster is pleased to announce the proposed disposal of Rhapsody (a subsidiary of the Company containing almost all of the Group's assets and liabilities) to NM Inc for US$45.6 million.

Background to the proposals

Following the acquisition of the Napster business in December 2020, Napster has become more US centric with approximately 42 per cent. of its revenues generated in North America during the rst half of 2021. Its major stakeholders which include rights holders, investors, artists, consumers and a growing employee base are now predominantly concentrated in the US.

As such, the Directors believe that a listing in the US is appropriate for the Napster Business and most bene cial for all stakeholders. Having already considered the opportunity with a number of nancial institutions and with a leading full service US investment bank having been engaged, the Directors also believe that a US listing would provide not only the appropriate access to capital, but a valuation more aligned to the metrics which have been attributed to some of our music competitors and peers and consequently less dilutive to the existing shareholder base.

Once the Proposals have been completed, NM Inc will focus on the launch of the new music service without the regulatory burden of a listing on the LSE whilst also distancing itself from the Company's current public valuation. Furthermore, as a private company, the Directors believe that the Napster business will have greater access to growth capital than it would have if it remained quoted in the UK. It is anticipated that any listing of NM Inc in the US would be completed during 2023 in conjunction with the launch of the new platform and an anticipated period of subscriber growth following an extensive awareness campaign. The Board believes that this should help secure a listing in the US for NM Inc at an enhanced valuation to that of the Company which is ultimately in all Shareholders' interests.

Assuming completion of the Disposal and subject to shareholder approval at the General Meeting, it is proposed that the Company will cancel its admission to trading on AIM of the New Ordinary Shares and re-register as a private company limited by shares as part of a process of collapsing the existing corporate structure. Furthermore, as a result of the Capital Reduction Demerger, the Company will retain certain assets and liabilities, of which the liabilities will be discharged prior to a dissolution of the Company which will be carried out in due course.

NM Inc and the Disposal

NM Inc is a corporation incorporated in the State of Delaware and having its registered office at 251 Little Falls Drive, City of Wilmington, County of New Castle, 19808, United States. The company was incorporated on 12 November 2021 for the purpose of completing the Disposal.

Subject to the Capital Reduction being approved by Shareholders at the General Meeting, on completion of the Disposal, NM Inc will issue Consideration Shares to the holders of New Ordinary Shares so that they will hold one NM Inc Share for every one New Ordinary Share held by them in the Company as at the Disposal Record Time which is expected to be 6.00 p.m. on 27 January 2022. Shareholders on the Register at this time will participate in the Disposal and will receive Consideration Shares. The Disposal is expected to occur at 11.59 p.m. on 27 January 2022.

At this time the Share Purchase Agreement will complete:

(i) the Company will transfer Rhapsody to NM Inc; and
(ii) NM Inc will issue the Consideration Shares to Shareholders on the register at the Disposal Record Time.

NM Inc's directors have the power to issue the Consideration Shares. The Consideration Shares will not be freely tradable and will be restricted until NM Inc lists on Nasdaq, which cannot be guaranteed to occur. It is anticipated that NM Inc will seek to secure a listing on Nasdaq during the rst half of 2023, once appropriate disclosure documents have been prepared and audited nancial statements for NM Inc for the year ended 31 December 2022 have been prepared.

Following a valuation exercise, it has been determined that the fair market value of the invested capital of NM Inc on a pro forma basis is US$46.6 million as at 31 August 2021 on the basis that the Disposal occurred as at that date and the only assets and liabilities within NM Inc are those that form part of the Disposal.

Set out within the Circular are:

-- A pro forma balance sheet (as at 31 August 2021) for the Company showing its expected assets immediately following completion of the Capital Reduction and Disposal; and

-- A pro forma balance sheet (as at 31 August 2021) for NM Inc showing its expected assets immediately following completion of the Disposal.

Issue of Consideration Shares

It is proposed that NM Inc will engage the Transfer Agent to issue the Consideration Shares on NM Inc's behalf upon completion of the Disposal. The Transfer Agent will be provided with the relevant details for each Shareholder by the Registrar. As NM Inc is a US entity, Shareholders will not be able to hold NM Inc Shares in CREST so the issue of the Consideration Shares shall be recorded in book form by the Transfer Agent. No stock certi cates will be issued to Shareholders in respect of the NM Inc Shares. Should a Shareholder wish to receive a stock certi cate in respect of their NM Inc Shares, this can be requested by contacting the Company on the following email address transfers@napster.com.

Share consolidation

As part of the transaction, it is proposed that the Company's existing share capital be re-organised such that:

Every 750 Existing Ordinary Shares be consolidated

into 1 New Ordinary Share of GBP7.50

As all of the Existing Ordinary Shares are proposed to be consolidated, the proportion of issued ordinary shares holdings in the Company held by each Shareholder immediately before and immediately after the Share Consolidation will, save for fractional entitlements (the treatment of which is described below), remain unchanged.

De-Listing

The Directors have for some time been reviewing the merits or otherwise of the Ordinary Shares continuing to be admitted to trading on AIM and remaining a public limited company in the UK. The following key factors have been taken into account by the Directors in reaching the conclusion that, assuming completion of the Disposal, the De-Listing is in the best interests of the Company and its Shareholders as a whole:

-- following completion of the Disposal, there will be negligible assets remaining within the Group which would not justify the costs associated with remaining as a listed business; and

-- as a cash shell, the Directors believe that the Company would not be of suf cient scale to attract any interest from institutional and other investors and would consequently suffer from a lack of liquidity in its Ordinary Shares.

The Directors strongly believe that for the reasons referred to above, should the Disposal be completed, the Company should seek the cancellation of the admission of its Ordinary Shares to trading on AIM and re-register as a private limited company.

In the event that the Disposal is completed and the De-Listing does not occur and, as an AIM Rule 15 cash shell, the Company does not make an acquisition or acquisitions constituting a reverse takeover under the AIM Rules within twelve months of becoming an AIM Rule 15 cash shell, then the Company's New Ordinary Shares would be suspended from trading on AIM.

Notice of General Meeting

The Disposal is of sufficient size relative to that of the Group to constitute a disposal resulting in a fundamental change of business pursuant to Rule 15 of the AIM Rules and Completion is, therefore, conditional upon the approval of Shareholders at a general meeting of the Company. In addition, Shareholder approval is required to effect the share consolidation and the Capital Reduction as well as the proposed De-Listing.

Accordingly, Shareholder approval of the Proposals will be sought at the General Meeting expected to be held at 11.00 a.m. on 20 December 2021. The notice convening the General Meeting and setting out the Resolutions to be considered at it will be set out in a circular which is expected to be posted to Shareholders shortly, extracts of which can be found in the appendix to this announcement.

Irrevocable Undertakings

The Company has received irrevocable undertakings from the Directors and certain other Shareholders to vote in favour of the Resolutions in respect of, in aggregate, 1,357,616,962 Ordinary Shares representing approximately 45.8% of the Company's issued share capital as at the date of this announcement.

Recommendation

The Directors believe that the Proposals are in the best interests of the Company and the Shareholders as a whole. They are therefore unanimously recommending that Shareholders vote in favour of all of the Resolutions to be proposed at the General Meeting, as they have irrevocably undertaken to do (or procured to be done) in respect of their own beneficial holdings (or shareholdings they control) which, in aggregate, amount to 633,167,326 Ordinary Shares (representing approximately 22.4 per cent. of the current Ordinary Shares in issue).

Commenting on the Proposals, Anthony Matchett, Group CEO, said

"I am delighted by the support we have received from our major shareholders for this proposed transaction in advance of the launch of our new music entertainment platform in February next year. I believe, in particular, that the possibility of a listing of NM Inc in the US will mark the start of an important new chapter in restoring value to our shareholder base. With one of the US West Coast's leading full-service investment banks having been engaged, we are confident in NM Inc's proposed strategy to access near term funding to support the launch of our new platform but ultimately, in its ability to secure a listing in the US at a valuation that is consistent with the metrics of those of our peers."

Capitalised terms in this announcement, unless otherwise defined, have the same meaning as will be set out in the circular to be posted to Shareholders shortly.

For further information please contact:
Posted at 23/3/2021 21:19 by terminator101
Doesn't look fake to me. Yip indeed it's death spiral finance. Nice touch they did a small placing to spike investors beforehand too. Winner winner chicken dinner (at least for the loan note holder). The investment will comprise the subscription of 648 Loan Notes, each having a nominal value of GBP10,000 and GBP6.48 million in aggregate. The Loan Notes will be subscribed for by the Investor in 12 tranches of GBP540,000 at the Company's request, each tranche not to be more than 21 days apart, during the course of the Commitment Period.The Loan Notes will be convertible into Ordinary Shares at the Investors request and will have a conversion price calculated with reference to 93 per cent. of the lowest daily VWAP during the 6 trading days immediately preceding the date of notice of conversion. The Company has the option to redeem the Loan Notes at its absolute discretion in cash at a 3 per cent. premium to their nominal value. In addition, the Investor will receive a commitment fee equal to 5 per cent. of the principal amount of each tranche of Loan Notes subscribed for by the Investor. No interest will be payable on the Loan Notes. In addition, the agreement contains customary representations and warranties for a financing arrangement of this nature.In the event the Company's share price decreases between the date following a conversion notice being issued by the Investor and admission of the shares to trading on AIM (the "Pre-admission Period"), the Company shall pay an amount to the Investor equal to the difference multiplied by 20 per cent. of the total volume of ordinary shares traded on AIM over the Pre-admission Period, such amount to be satisfied at the option of the Company in cash or in equity. The difference in share price during the Pre-admission Period would be calculated using the average share price over the Pre-admission Period.

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