TIDMCRV
RNS Number : 0131G
Craven House Capital PLC
13 March 2020
Dissemination of a Regulatory Announcement that contains inside
information according to REGULATION (EU) No 596/2014 (MAR).
Craven House Capital plc
("Craven House" or the "Company")
Craven House simultaneously exercises five Option Agreements
The Company announces that it has simultaneously exercised five
option agreements (the "Options") to acquire shareholdings in the
private companies named below, whereby the shares being acquired by
Craven House represent a 29.9% shareholding in each company. The
respective acquisitions have been negotiated with the support of
advisors in the UK and Sweden with whom the Company is developing a
strategy to build a broad based ecommerce and online media
business. The companies in which Craven House now holds a 29.9%
shareholding are as follows;
-- Garimon Ltd ("Garimon") - owner of "Magazinos.com", the
world's largest-by-content on-line media magazine and periodical
content provision service. Whilst pre-revenue, Garimon's unaudited
results, for the six month period to 31 January 2020 showed a loss
of GBP55,393 and a net asset value at 31 January 2020 of
GBP160,299.
-- Onebas.com Ltd ("Onebas.com") - owner of "ONEBas.com Music",
an optimised search engine providing a portal to music content
freely circulating online. Whilst pre-revenue, Onebas.com's
unaudited results, for the three-month period to 31 January 2020
showed a loss of GBP36,478 and a net asset value at 31 January 2020
of GBP117,617.
-- IZYRadio Ltd ("IZYRadio") - owner of "IZYRADIO", a
UK/Swedish-based B2B and B2C venture to deliver the next generation
of music applications. IZYRADIO offers superior music quality and
music videos to radio stations. Whilst pre-revenue, IZYRadio's
unaudited results, for the four month period to 31 January 2020
showed a loss of GBP22,838 and a net asset value at 31 January 2020
of GBP63,499.
-- Rosedog Ltd ("Rosedog")- owner of "Pro Vitos(TM)", an online
marketer of vitamins and diet supplements from the North of Norway.
Whilst pre-revenue, Rosedog's unaudited results, for the six month
period to 31 January 2020 showed a loss of GBP24,143 and a net
asset value at 31 January 2020 of GBP56,650.
-- YRRO Ltd ("YRRO") - owner of "North Doctor", North Doctor
offers an innovative way easily to make primary care appointments
on-line at times convenient to patients. Whilst pre-revenue, YRRO's
unaudited results, for the six month period to 31 January 2020
showed a loss of GBP25,883 and a net asset value at 31 January 2020
of GBP53,678.
In accordance with the terms of the Options, Craven House has
acquired a 29.9% stake each in the companies named above for a
consideration of $1,600,000, equating to a total consideration of
$8,000,000. Prior to exercise of the option, each target company
was owned by different shareholders with no cross-holdings between
the target company shareholders.
The entire consideration has been paid from the proceeds of a
simultaneous share subscription by the sellers of the respective
shareholdings for 800,000 new Ordinary Shares in the Company priced
at $10.00 per share ("New Ordinary Shares"), amounting to an
aggregate subscription of $8,000,000. The shares issued under this
share subscription represent 20.7% of the enlarged share capital of
Craven based on today's shares in issue of 3,063,589.
As disclosed above, the businesses of the investees are all
presently loss-making although their cost bases are low and there
is minimal committed future expenditure, meaning that the extent
and timing of the Company's and the existing shareholders' further
investment in the businesses are highly controllable. Whilst the
Company accepts that the market's valuation metrics for such
businesses are different to the metrics applied to traditional
enterprises, it is nevertheless the intent of Craven House and the
incumbent managements of the investee companies to work together
for these businesses to become financially self-sustaining and
generating surpluses within the short- to medium-term, and to
crystallise additional capital value for shareholders through
strategic, third-party partnerships.
Following the allotment of the 800,000 New Ordinary Shares in
the capital of the Company, the sellers shall have notifiable
interests in the Company's voting rights as below:
Name of Shareholder Number of New Shares Percentage of Enlarged Share Capital
Simon Hohenthal 160,000 4.1%
-------------------------------- ------------------------------------------------
Jesper Carlsoo 160,000 4.1%
-------------------------------- ------------------------------------------------
Cato Crogh 160,000 4.1%
-------------------------------- ------------------------------------------------
Richard Wall 160,000 4.1%
-------------------------------- ------------------------------------------------
Harald Strokkenes 160,000 4.1%
-------------------------------- ------------------------------------------------
Mark Pajak, non-executive director of Craven House stated; "We
are pleased to announce completion of these transactions which
provide the Company with meaningful shareholdings in five exciting
e-commerce businesses. We look forward to announcing future growth
plans for these companies in due course"
Admission of the New Ordinary Shares to trading on AIM and Total
Voting Rights
Application will be made for admission of the 800,000 New
Ordinary Shares to be issued on the AIM Market of the London Stock
Exchange, which is expected to take place at 8.00 a.m. on or around
20 March 2020 ("Admission").
The New Ordinary Shares will, when issued, be credited as fully
paid and will rank equally in all respects with the existing
Ordinary Shares, including the right to receive any dividend or
other distribution declared, made or paid after Admission.
For the purposes of the Financial Conduct Authority's Disclosure
and Transparency Rules ("DTRs"), the issued ordinary share capital
of the Company following Admission will consist of 3,863,589
Ordinary Shares of $1.00 with voting rights attached (one vote per
Ordinary Share). There are no Ordinary Shares held in treasury.
This total voting rights figure may be used by shareholders as the
denominator for the calculations by which they will determine
whether they are required to notify their interests in, or a change
to their interest in, the Company under the DTRs.
Ends
For further information please contact:
Craven House Capital Plc Tel: 0203 286 8130
Mark Pajak
www.Cravenhousecapital.com
SI Capital Tel: 01483 413500
Broker
Nick Emerson
www.sicapital.co.uk
SPARK Advisory Partners Limited Tel: 0203 368 3550
Nominated Adviser
Matt Davis/Andrew Emmott
www.Sparkadvisorypartners.com
Financial Adviser to the target companies:
Keith, Bayley, Rogers & Co. Limited Tel: 020 7464 4091 / 07506
Graham Atthill-Beck 434107
Graham.Atthill-Beck@kbrl.co.uk Tel: 20 7464 4098
Brinsley Holman
Brinsley.Holman@kbrl.co.uk
About Craven House Capital:
The Company's Investing Policy is to invest in or acquire a
portfolio of companies, partnerships, joint ventures, businesses or
other assets globally in any geographic jurisdiction. The company
will invest in both developed and developing markets providing long
term patient capital and is often involved in special situations,
restructuring, expansion and turn around investments in crisis and
transitioning economies.
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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