TIDMTPOP
RNS Number : 6290Y
The People's Operator PLC
07 December 2017
The People's Operator plc
("TPO", the "Company" or the "Group")
Trading Update, Fundraising and Notice of General Meeting
The People's Operator (AIM: TPOP), the cause-based commercial
mobile virtual network operator, provides the following update on
current trading and details of a conditional fundraising to raise
gross proceeds of up to GBP3.2 million (the "Fundraising").
Proposed Fundraising
Of the proposed Fundraising of up to GBP3.2 million, the Company
has currently conditionally procured subscribers for 2,788,000,000
new ordinary shares of GBP0.0005 each ("Ordinary Shares") at a
price of 0.1 pence per Ordinary Share to raise gross proceeds of
approximately GBP2.788 million (the "Subscription") with an
associated conditional issue of 1,394,000,000 warrants over
Ordinary Shares (the "Warrants").
The Company will use the net proceeds of the Subscription to
settle outstanding liabilities totalling approximately GBP500,000
and to implement, in tandem with its media partner 360i, the new
marketing strategy detailed in the Company's announcement of 20
September 2017.
The subscribers, whose subscription obligations are conditional
upon satisfaction of certain conditions including the passing of
the Resolutions at a General Meeting, include the following
Directors:
Name No of new Ordinary Aggregate proceeds
Shares
Michael Butler 100,000,000 GBP100,000
Juliet Rosenfeld 150,000,000 GBP150,000
Julia Simpson 20,000,000 GBP20,000
Related Party Transactions
The participation of Michael Butler, Juliet Rosenfeld and Julia
Simpson as Directors of the Company in the Subscription constitute
related party transactions pursuant to AIM Rule 13 (the "Related
Party Transactions"). The independent Directors, being Sam
Tillotson and Jimmy Wales, consider, having consulted with finnCap
Ltd, the Company's nominated adviser, that the terms of the Related
Party Transactions are fair and reasonable insofar as shareholders
of the Company are concerned.
The Warrants
The Company proposes to issue 1,394,000,000 warrants over
Ordinary Shares. The Warrants are exercisable in the six months
following Admission (as defined below) at a price of 0.2 pence per
Ordinary Share. The Warrants will be issued to each subscriber in
the Subscription on the basis of 1 Warrant for every 2 Subscription
Shares. The Warrants will be not admitted to trading on any
Exchange and are non-transferable.
Conditions of the Subscription and the Warrants
The Subscription and the issue of the Warrants is conditional
upon the following conditions:
i. resolutions being passed at a general meeting of the Company
granting the Directors of the Company authority to (i) allot
ordinary shares in the Company up to an aggregate nominal value of
GBP2,700,000 and (ii) to issue shares in accordance with (i) as if
section 561 (pre-emption rights) of the Companies Act 2006 did not
apply; and
ii. admission of the Subscription Shares to trading on AIM
("Admission") occurring, in each case on or before 5 January 2018
(the "Long Stop Date") or such later date, being not later than 12
January 2018 as the Company may notify in writing.
If the closing mid market price of an Ordinary Share has been
equal to or more than 0.28 pence per Ordinary Share for five or
more consecutive trading days the Company may at any time
thereafter give warrant holders notice of that fact and the warrant
holders will have 15 days from the date of that notice to exercise
the Warrants and if the Warrants are not exercised during that
period, they will lapse.
General Meeting
The Company has posted a circular to shareholders (the
"Circular") to convene a general meeting of the Company (the
"General Meeting") for the purpose of seeking approval for the
resolutions referred to in paragraph (i) above (the "Resolutions").
The General Meeting will be held at the Company's registered office
at Unit 53, The Chocolate Studios, 7 Shepherdess Place, London N1
7LJ at 11.00 a.m. on 22 December 2017.
Admission
Application will be made to the London Stock Exchange for up to
3,200,000,000 new Ordinary Shares, to be issued pursuant to the
Fundraising, to be admitted to trading on AIM. It is expected that
the admission of the new Ordinary Shares will become effective and
dealings in the new Ordinary Shares will commence at 8.00 a.m. on
27 December 2017 ("Admission").
Following Admission, assuming the issue of 3,200,000,000 New
Ordinary Shares, the Company will have 3,341,804,182 Ordinary
Shares in issue with each Ordinary Share carrying the right to one
vote.
Trading Update
The Company is trading in line with expectations and is on
target for overall revenue growth during H2 2017 to show an
increase of 19% over H1 2017.
As announced at the half year stage, the Company has laid the
foundations for its refined strategy and is now fully live with its
strategic digital marketing partner 360i. The new relationship has
begun to attract new subscribers and the outlook for the revised
marketing plan is promising.
The Company announced on 20 September 2017 that it was seeking
to raise new funds. The Board will continue to closely monitor the
expenditure, costs and cash balance of the Company. In the absence
of securing any additional funding or funds received as a result of
the exercise of the Warrants, it is possible that the Company will
need to seek further funding in H2 2018.
If the Subscription does not proceed then the Board would have
to urgently seek alternative funding for the Company and there is
no guarantee that this would be available.
It is therefore of the utmost importance that Shareholders vote
in favour of the Resolutions. If the Resolutions are not passed by
Shareholders at the General Meeting and the Subscription does not
proceed, the Company will need to urgently seek alternative sources
of funding but, given the current stage of the Company's
development and attempts by the Company to secure alternative
financing to date, this outcome is unlikely to be favourable to
Shareholders since the Company would likely have insufficient
working capital to continue to trade and, in the absence of any
other source of funding, there may be no alternative but to place
the Company into insolvency proceedings.
For further information
The People's Operator plc
Nick Dashwood Brown, Head of Investor
Relations 07710 511259
finnCap Ltd 020 7220
Stuart Andrews / Simon Hicks 0500
The information communicated in this announcement contains
inside information for the purposes of Article 7 of the Market
Abuse Regulation (EU) No. 596/2014.
This information is provided by RNS
The company news service from the London Stock Exchange
END
NOGLFFVFFALRIID
(END) Dow Jones Newswires
December 07, 2017 02:01 ET (07:01 GMT)
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