TIDMBST
RNS Number : 4726C
Big Sofa Technologies Group PLC
01 October 2018
1 October 2018
Big Sofa Technologies Group plc
("Big Sofa" or the "Company")
Capital Raising to Raise Approximately GBP1.68 million
and
Notice of General Meeting
Big Sofa (AIM:BST), a fast-growing international video analytics
provider to the consumer insight industry, announces subscriptions
for new ordinary shares of 3 pence each in the share capital of the
Company at an issue price of 3 pence per new Ordinary Share to
raise, in aggregate, approximately GBP1.68 million before
expenses.
Summary of the Capital Raising
-- The Company has raised approximately GBP1.68 million (before
expenses) by way of the Subscription with new and existing
investors and current and former directors at the Issue Price
-- Novum Securities Limited has subscribed for 33,333,333 new
Ordinary Shares at the Issue Price on behalf of itself and its
clients
-- Ipsos, an existing Shareholder, as well as certain Directors
and a former director, who are all Related Parties of the Company,
have agreed to subscribe for 22,818,401 new Ordinary Shares at the
Issue Price
-- Proceeds of the Capital Raising will be used to fund the
expected working capital requirements of the Company for the next
twelve months as it enters the next phase of growth, enabling Big
Sofa to capitalise on its market leading position in technology-led
consumer insight. The Related Party Subscription is conditional on
Shareholder approval at a General Meeting
Background to and reasons for the Capital Raising
Big Sofa's aim is to become a transformative resource within
large, global organisations, which are spending significant sums on
consumer insight, through the use of video and video analytics. The
consumer insight market is a large and growing US$40 billion
industry going through a significant period of transition, as
businesses and brands are interested in real behaviour, not
attitudes, with video emerging as the key medium to capture this
behaviour. The Directors believe that Big Sofa's observational
research expertise, combined with its video analytics technology,
puts the Company in a good position to capitalise on this
trend.
Since the Company's admission to the AIM market of the London
Stock Exchange in December 2016, its strategy has been to focus on
building long-term strategic relationships with global consumer
brands and consumer insight businesses such as Procter & Gamble
and Ipsos. The Directors believe that this strategy has the
potential to deliver long-term recurring revenues.
The Company's growth has led to it absorbing cash which will
continue for a number of months; the Subscription is necessary to
sustain the business and support the growth strategy. The Board has
agreed to a number of significant cost-cutting measures to bring
the Company to cash breakeven sooner without affecting its ability
to deliver anticipated revenues.
Use of proceeds
The proceeds of the Capital Raising will be used to fund the
working capital requirements of the Company, through to the end of
the summer 2019, as it enters the next phase of growth.
Specifically, proceeds will be used to continue investment in
research and development, artificial intelligence and automation to
ensure Big Sofa maintains its market leading position in
technology-led consumer insight. The Directors believe that
heightened levels of automation will, in time, also enable the
transition away from human-led analysis tools, resulting in higher
margins for commissioned projects. In addition, further investment
will be made in expanding the Company's sales and marketing
activities, with a particular focus on Big Sofa's US presence,
where its strategically located hubs are exposed to good revenue
growth opportunities.
Details of the Subscriptions
The Company has conditionally raised approximately GBP1.68
million before expenses by separate subscriptions for, in
aggregate, 56,151,734 new Ordinary Shares at the Issue Price.
Novum Securites has subscribed for 33,333,333 new Ordinary
Shares conditional only upon First Admission. Under the terms of
its subscription new Ordinary Shares issued to Novum will be
admitted to trading on 15 October 2018.
The Novum Subscription is not subject to Shareholder approval.
The net proceeds of the Novum Subscription are expected to be
GBP924,009. Upon First Admission, Novum will be granted a warrant
in respect of 2,444,118 Ordinary Shares exercisable at the Issue
Price until October 2021. Novum has today been appointed as joint
broker to the Company.
Ipsos has conditionally subscribed for 11,151,735 new Ordinary
Shares. Under the terms of its subscription letter, Ipsos'
subscription is conditional on the passing of the Resolutions as
well as the Admission of the Subscription Shares. The new Ordinary
Shares issued to Ipsos are expected to be admitted to trading on
AIM on 19 October 2018. If any of the conditions are not satisfied,
these new Ordinary Shares will not be issued.
Nick Mustoe, Kirsty Fuller, and Steve Metcalfe who are
directors, and Adam Reynolds who is a former director, have
conditionally subscribed for a total of 11,666,666 new Ordinary
Shares. Under the terms of their subscription letters, their
subscription is conditional on the passing of the Resolutions as
well as the Admission of the Subscription Shares. The new Ordinary
Shares issued to them are expected to be admitted to trading on AIM
on 19 October 2018. If any of the conditions are not satisfied,
these new Ordinary Shares will not be issued.
The Subscriptions are not being underwritten.
The Subscription Shares will be issued free of all liens,
charges and encumbrances and will, when issued and fully paid, rank
pari passu in all respects with the Existing Ordinary Shares,
including the right to receive all dividends and other
distributions declared, made or paid after the date of their
issue.
Applications will be made to the London Stock Exchange for the
admission of the Subscription Shares to trading on AIM.
Related Party Transactions
Subscription by the Directors and the Former Director
The following directors of the Company, all of whom are related
parties for the purposes of the AIM Rules for Companies (the "AIM
Rules") have subscribed for Ordinary Shares as follows:
Director Number of Subscription Total Ordinary Ordinary Share
Shares subscribed Shares held immediately holding as a
for following the percentage of
Capital Raising enlarged share
capital
Nick Mustoe 3,333,333 6,108,449 4.4%
----------------------- ------------------------- ----------------
Steve Metcalfe 3,333,333 4,722,070 3.4%
----------------------- ------------------------- ----------------
Kirsty Fuller 2,500,000 2,500,000 1.8%
----------------------- ------------------------- ----------------
Adam Reynolds
(former Director) 2,500,000 3,930,403 2.8%
----------------------- ------------------------- ----------------
The above Subscriptions are each related party transactions for
the purposes of Rule 13 of the AIM Rules (the "Director Related
Party Transactions").
Simon Lidington, Matt Lynch, Joe MacCarthy, John Haworth and
Paul Clark being the Directors not participating in the Related
Party Subscription, consider, having consulted with the Company's
Nominated Adviser, Arden Partners, that the terms of the Director
Related Party Transactions are fair and reasonable in so far as the
Company's shareholders are concerned.
Major shareholder's participation in the Capital Raising
Ipsos, which at the date of this Announcement holds 16,402,143
Existing Ordinary Shares (representing approximately 19.86 per
cent. of the existing issued share capital of the Company), has
conditionally agreed to subscribe pursuant to the Subscription for
11,151,735 new Ordinary Shares at the Issue Price.
This subscription is deemed to be a related party transaction
for the purposes of Rule 13 of the AIM Rules (the "Ipsos Related
Party Transaction").
The Independent Directors (comprising all directors other than
John Haworth who is the nominated representative of Ipsos)
consider, having consulted with the Company's Nominated Adviser,
Arden Partners, that the terms of the Ipsos Related Party
Transaction are fair and reasonable in so far as the Company's
shareholders are concerned.
Following its subscription for new Ordinary Shares, Ipsos will
hold 19.86 per cent. of the Enlarged Share Capital. In the event
that Ipsos' conditional subscription does not proceed for any
reason the Ordinary Shares held by Ipsos will represent, in
aggregate, approximately 12.85 per cent. of the Enlarged Share
Capital.
Circular and Notice of General Meeting
The Company expects to publish the Circular tomorrow in
connection with the Capital Raising, which will contain a notice
convening the General Meeting at which Shareholders will be asked
to consider and, if thought fit, approve the Resolutions. The
Circular will be posted to Shareholders tomorrow and a copy will be
made available on the Company's website www.bigsofatech.com.
The General Meeting is expected to be convened for 9.00 a.m. on
18 October 2018 and will take place at the offices of the Company
at Martin House, 5 Martin Lane, London EC4R 0DP. The actions that
Shareholders should take to vote on the Resolutions will be set out
in the Circular, along with the recommendation of the
Directors.
Shareholders should be aware that if the Resolutions are not
approved at the General Meeting, the Subscription by the related
parties will not proceed. The Subscription by Novum will provide
the Company with funding until late spring. If Second Admission
does not occur then the Company will not receive the relevant net
proceeds in respect of the related parties and the Company may not
be able to finance all the activities referred to in this
announcement.
Expected timetable of principal events
2018
Announcement of the Capital Raising 1 October
Publication of the Circular and Form of Proxy 2 October
First Admission and commencement of dealings 8.00 a.m. on 15 October
on AIM
General Meeting 9.00 a.m. on 18 October
Results of the General Meeting announced 18 October
Second Admission and commencement of dealings 8.00 a.m. on 19 October
on AIM
Despatch of definitive share certificates within 10 business
in certificated form days of each of First
Admission and Second
Admission
Capitalised terms used but not defined in this Announcement
shall have the meanings given to such terms in the section headed
"Definitions" at the end of this Announcement.
Enquiries:
Big Sofa Technologies Group plc via Vigo Communications
Simon Lidington, CEO
Matt Lynch, CSO
Joe MacCarthy, CFO
Arden Partners plc (Nominated Adviser
and Joint Broker) +44 (0)20 7614 5900
Paul Shackleton / Ben Cryer
Novum Securities (Joint Broker) +44 (0)20 7399 9427
Colin Rowbury
Vigo Communications (Financial Public
Relations) +44 (0)20 7390 0237
Ben Simons / Jeremy Garcia / Antonia
Pollock
About Big Sofa Technologies Group plc
Big Sofa is a B2B technology business providing the marketing
and consumer insight industries with video observation and
analytics services, as video emerges as a key platform in a massive
US$40 billion consumer research market.
Our software platform collates, analyses and organises large
volumes of raw/unstructured video enabling our clients, which
include leading market research organisations and major household
brands, to perform detailed and sophisticated consumer insight
analysis; and make genuine use of video content.
Big Sofa deploys three product solutions: Video Observer, which
captures and analyses real-time behaviour using fixed and wearable
cameras in-home or in-store; Video Manager, which enables clients
to upload, store and manage video using Big Sofa's analytics
platform; and Video Stories, which enables clients to collect video
embedded in consumer insight surveys.
Big Sofa's shares are admitted to trading on the London Stock
Exchange's AIM market under the ticker BST.L.
To find out more, visit www.bigsofatech.com
Follow us on twitter at @bigsofatech
DEFINITIONS
In this Announcement, the following words and expressions shall,
unless the context provides otherwise, have the following
meanings:
"Act" the Companies Act 2006, as amended
"Admission" admission to trading on AIM becoming effective in
accordance with Rule 6 of the AIM Rules in respect
of the relevant New Ordinary Shares
"AIM" the AIM Market operated by the London Stock Exchange
"AIM Rules" the AIM Rules for Companies published by the London
Stock Exchange as amended from time to time
"Announcement" this announcement
"Arden" Arden Partners PLC, the Company's nominated adviser
and broker
"Business Day" any day which is not a Saturday, Sunday or a public
holiday in the UK
"Capital Raising" the Subscription
"certificated form" an Ordinary Share recorded on a company's share
or "in certificated register as being held in certificated form (namely,
form" not in CREST)
"Circular" the circular to be sent to Shareholders setting
out the details of the proposed Subscription and
the Notice of General Meeting
"Company" or "Big Big Sofa Technologies Group plc, a company incorporated
Sofa" in England and Wales under the Act with registered
number 07847321
"CREST" the relevant system (as defined in the CREST Regulations)
in respect of which Euroclear UK & Ireland Limited
is the operator (as defined in those regulations)
"CREST Regulations" the Uncertificated Securities Regulations 2001 (S.I.
2001 No. 3755), as amended
"Directors" or "Board" the directors of the Company
"Enlarged Share the issued ordinary share capital of the Company
Capital" as enlarged by the issue of the, the Subscription
Shares
"Existing Ordinary the 82,598,958 existing Ordinary Shares in issue
Shares" at the date of this Announcement, all of which are
admitted to trading on AIM
"FCA" the Financial Conduct Authority of the UK
"First Admission" admission to trading on AIM becoming effective in
accordance with Rule 6 of the AIM Rules in respect
of the Novum Subscription
"Form of Proxy" the form of proxy to accompany the Circular for
use by holders of Existing Ordinary Shares in relation
to the General Meeting
"FSMA" the Financial Services and Markets Act 2000, as
amended
"General Meeting" the general meeting of the Company to be held at
the offices of the Company at Martin House, 5 Martin
Lane, London EC4R 0DP at 9 a.m. on 18 October 2018
"Group" the Company, its subsidiaries and its subsidiary
undertakings
"Ipsos" Ipsos MORI UK Limited, a UK subsidiary of Ipsos
S.A.
"Issue Price" 3 pence per new Ordinary Share
"London Stock Exchange" London Stock Exchange plc
"MAR" the EU Market Abuse Regulation (596/2014/EU)
"New Ordinary Shares" the Subscription Shares
"Notice of General the notice convening the General Meeting which will
Meeting" be set out in the Circular
"Novum" Novum Securities Limited
"Novum Subscription" the subscription by Novum for 33,333,333 new Ordinary
Shares at the Issue Price
"Ordinary Shares" as applicable, ordinary shares in the capital of
the Company of 3 pence each
"Regulatory Information a service approved by the FCA for the distribution
Service" to the public of regulatory announcements and included
within the list maintained on the FCA's website
"Related Parties" Ipsos, a holder of Existing Ordinary Shares, Adam
Reynolds and certain of the Directors who propose
to subscribe for new Ordinary Shares pursuant to
the Subscription
"Related Party Subscription" the conditional subscription for 22,818,401 new
Ordinary Shares at the Issue Price by the Related
Parties
"Resolutions" the resolutions relating to matters necessary to
implement the Related Party Subscription which will
be set out in the Notice of General Meeting and
proposed at the General Meeting
"Second Admission" admission to trading on AIM becoming effective in
accordance with Rule 6 of the AIM Rules in respect
of the Related Party Subscription
"Shareholders" holders of Existing Ordinary Shares
"Subscribers" Novum and the Related Parties
"Subscription" the proposed conditional subscriptions by the Subscribers
for the Subscription Shares at the Issue Price proposed
to be made on the terms and subject to the conditions
set out in the Subscription Letters
"Subscription Letters" the conditional letter agreements proposed to be
entered into between the Company and each of the
Subscribers relating to the Subscription
"Subscription Shares" the 56,151,734 new Ordinary Shares to be issued
pursuant to the Subscription
"uncertificated" an Ordinary Share recorded on a company's share
or "in uncertificated register as being held in uncertificated form in
form" CREST and title to which, by virtue of the CREST
Regulations, may be transferred by means of CREST
"GBP", "pounds sterling", are references to the lawful currency of the United
"pence" or "p" Kingdom
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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October 01, 2018 02:34 ET (06:34 GMT)
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