TIDMONE
RNS Number : 4069C
One Delta PLC
17 March 2014
17 March 2014
One Delta plc
("One Delta" or the "Company")
Subscription raising GBP3,485,000 and issue of equity
Agreement in principle to acquire Audioboo Limited
Highlights
-- Subscription for 232,333,333 new ordinary shares at 1.5p per share to raise GBP3,485,000
-- Significant participation from new and existing institutional and other investors
-- Issue of 19,666,666 new ordinary sharesat 1.5p per share in
lieu of fees amounting to GBP295,000
-- Agreement in principle to acquire Audioboo Limited
Roger Maddock, Chairman, commented:
"We are delighted by the response from both new and existing
investors to the fundraise and the new strategy we implemented in
December 2013. Pursuant to such strategy we have appraised a number
of potential investments in technology and media related companies
and believe we are now well-placed to proceed with negotiations
which will, if successful, lead to the acquisition of Audioboo
Limited by way of a reverse takeover. We look forward to updating
shareholders as to our progress."
Subscription and issue of shares
The Company is pleased to announce that it has raised
GBP3,485,000 through the issue of 232,333,333 new ordinary shares
of no par value at a subscription price of 1.5p per share
("Subscription Shares") with new and existing investors (the
"Subscription"). In addition, the Company has agreed to issue
19,666,666 new ordinary shares of no par value at the subscription
price of 1.5p per share ("Fee Shares") in satisfaction of certain
fees owed to individuals by the Company amounting to an aggregate
of GBP295,000.
The Subscription is in-line with the Company's stated strategy
which was set out in the Notice of General Meeting posted to
shareholders on 3 December 2013, and approved by shareholders at
the Company's General Meeting on 18 December 2013. The Company
stated that it would seek to undertake a potential fundraising and
consider making investments in technology and media companies
and/or assets where the Directors believe there are opportunities
for growth which, if achieved, will be earnings enhancing for
shareholders. Accordingly, the net proceeds of the Subscription
will be used to support the current One Delta business (although
there are very limited overheads), to finance any transaction costs
and to provide working capital generally to support the enlarged
group in the event of a transaction occurring.
The Company has reached a non-binding agreement in principle
with UBC Media Group plc ("UBC") and other shareholders to acquire
Audioboo Limited ("Audioboo"). Audioboo, currently 39.37 per cent.
owned by UBC, is a social media audio platform which allows
professional and amateur content producers to create and broadcast
audio content. Current channel partners include The BBC, Telegraph,
Guardian and Premier League and Audioboo has 2.3 million registered
users. The in-principle terms contemplate a share-for-share
acquisition, to be undertaken by way of a reverse takeover in
accordance with Rule 14 of the AIM Rules for Companies.
Shareholders should note however that no binding agreement has
been reached and there is no guarantee that any negotiations in
respect of Audioboo will lead to its acquisition. Furthermore,
should the Company fail to acquire Audioboo or identify and acquire
any other company or make any other investment that meets its
investment criteria, the net proceeds of the Subscription not yet
utilised will be returned to investors by no later than 30
September 2014. Accordingly, the Company will continue to minimise
its operational costs in order to maximise any such return to
shareholders.
Consequently, the Company has requested that the trading in the
Company's ordinary shares be suspended pending completion of the
reverse takeover transaction or until discussions terminate.
Related party transaction
Mark Horrocks, a substantial shareholder of the Company, has
agreed to subscribe for 8,333,334 Subscription Shares. Following
Admission, Mr Horrocks will be beneficially interested in a total
of 11,606,251 ordinary shares, equivalent to 4.09 per cent. of the
enlarged issued share capital of the Company.
The participation in the Subscription by Mark Horrocks is a
related party transaction as defined by the AIM Rules due to the
size of his shareholding. The Directors of the Company, having
consulted with Sanlam Securities UK Limited, the Company's
Nominated Adviser, consider that Mr Horrocks's participation in the
Subscription is fair and reasonable insofar as shareholders are
concerned.
Option scheme
The Company has adopted a share option scheme. For UK tax
purposes the scheme is a tax advantaged Enterprise Management
Incentive scheme. The scheme also has an annex enabling the grant
of standard "unapproved" options
that have no special tax advantages. The rules of the scheme are summarised below.
Application and admission
Application will be made to the London Stock Exchange for the
Subscription Shares and the Fee Shares to be admitted to trading on
AIM and it is expected that admission will become effective and
that dealings in the Subscription Shares and the Fees Shares will
commence on 20 March 2014.
Following the issue of the Subscription Shares and the Fee
Shares, the Company will have 283,574,355 ordinary voting shares in
issue.
Enquiries:
One Delta plc
Roger Maddock, Chairman Tel: +44 (0)
Roger King, Director 7841 672 621
Tel: +44 (0)
1534 753 400
Sanlam Securities UK Limited (Nominated
Adviser and Broker)
Virginia Bull/Simon Clements/Catherine Tel: +44 (0)
Miles 20 7628 2200
Walbrook PR
Paul McManus Tel: +44 (0)
20 7933 8787
Summary of the option scheme rules
The number of shares which may be allocated shall not, when
aggregated with the number of shares which have been allocated
under the Option Scheme and any other employees' share scheme or
any other form of share incentive scheme adopted by the Company,
exceed ten per cent. of the shares in issue immediately prior to
that day.
The scheme enables selected employees, directors (including
non-executive directors) and consultants of the Company and
designated subsidiaries to be granted options to acquire ordinary
shares.
The grant of an option may be renounced by the grantee within 30
days. No option can be transferred, assigned or charged. No amount
is payable on grant of an option.
Options may be exercised in whole or part in accordance with the
rules and any objective exercise conditions imposed by the Company.
Earlier exercise may be permitted notwithstanding that any
performance conditions may not have been met in the event of death
of the option holder (where exercise is permitted by his personal
representatives for 12 months). For persons who leave the
employment of the Group (or their non-executive directorship
terminates) by reason of injury, disability, redundancy or
retirement, options may be exercised up to 40 days after their
leaving date subject to any exercise criteria having been fulfilled
or waived (unless the Remuneration Committee determine a longer
period is justified). Options will lapse immediately where
employment/non-executive directorship terminates for other reasons
(unless the Remuneration Committee in its absolute discretion
permits otherwise). Where the grantee becomes bankrupt or otherwise
deprived of legal or beneficial ownership of the option, the option
will lapse.
The grantee will be notified of any takeover bid, and provided
any performance conditions have been fulfilled (or waived), may
exercise their options within 42 days of an offer becoming
unconditional, after which period the options will lapse.
The Board must notify an option holder of a liquidation and
options may be exercised in the period between the date on which
notice is given and the passing of any resolution for the
winding-up of the Company. The shares will be deemed to have been
issued prior to the passing of such a resolution.
In the event of a reorganisation of the Company, the number of
shares subject to option and the exercise price may be adjusted as
the Company may determine and may be confirmed to be reasonable by
the Company's auditors. This may be retrospective if relevant to an
already exercised option.
If the Option Scheme is terminated the existing options will
remain in full force. The scheme is not intended to form any
contract of employment or consultancy and individuals who
participate will not have any rights to damages for any loss, or
potential loss of benefit, in the event of termination of their
role.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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