TIDMMVR
RNS Number : 1350X
MelodyVR Group PLC
25 August 2020
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF
AMERICA, AUSTRALIA, CANADA, JAPAN, JERSEY OR SOUTH AFRICA OR ANY
OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS
ANNOUNCEMENT
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN MELODYVR GROUP PLC OR ANY OTHER
ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT
OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED ON IN
CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF MELODYVR
GROUP PLC.
This announcement contains inside information.
MelodyVR Group PLC
("MVR" or the "Company")
Confirmation of successful fundraise of $ 15.3 million
and
Total voting rights
MelodyVR Group (AIM: MVR), one of the leading creators of
virtual reality content, announces that, further to the Company's
announcement released at 10.21 a.m. this morning, the Company has
raised gross proceeds of $15.3 million through the successful
placing of 214,314,540 Placing Shares and direct subscription for
120,709,708 Subscription Shares both at a price of 3.5 pence per
new Ordinary Share. The Placing Price represents a discount of
approximately 18.6 per cent compared to the latest practical
closing price on 24 August 2020.
Director participation in the Subscription
Grant Dollens, via Global Frontier Partners, LP, has agreed to
subscribe for Subscription Shares at the Placing Price. The number
of Subscription Shares subscribed for by Grant Dollens pursuant to
the Subscription, and his resulting shareholding on Admission, is
set out below:
As at the date of this announcement Immediately following
Admission
Name Role No. of Existing % of No. of No. of % of Enlarged
Ordinary Existing Placing Ordinary Share capital
Shares Ordinary Shares Shares
Share subscribed held following
capital for Admission
Grant Dollens NED 79,809,485 4.64 21,854,627 ` 101,664,112 4.9
Related Party Transactions
Grant Dollens' participation in the Placing, as set out above,
constitute related party transactions pursuant to Rule 13 of the
AIM Rules. The Independent Directors being all other Directors,
save for Grant Dollens, consider, having consulted with the
Company's nominated adviser, Arden, that the terms upon which Mr.
Dollens is participating in the Placing are fair and reasonable
insofar as the Company's shareholders are concerned.
In addition, Davis Capital Partners LLC ("Davis Capital") is
subscribing for 65,563,882 Subscription Shares in the Subscription
at the Placing Price. The subscription by Davis Capital constitutes
a related party transaction for the purposes of the AIM Rules by
virtue of Davis Capital being a substantial shareholder of the
Company. The Independent Directors consider, having consulted with
the Company's nominated adviser, Arden, that the terms upon which
Davis Capital is participating in the Placing are fair and
reasonable insofar as the Company's shareholders are concerned.
Admission
Shares in MVR are currently suspended pending publication of the
Admission Document in connection with the Conditional Acquisition.
Application has been made to the London Stock Exchange for the
214,314,540 Placing Shares and 120,709,708 Subscription Shares to
be admitted to trading on AIM at 8.00 a.m. on 28 August 2020
("Admission"). Once Admission occurs, the Placing will have
successfully completed.
Upon completion of the Placing, together the Placing Shares and
Subscription Shares will represent approximately 16.2 per cent. of
the Enlarged Share Capital.
Total voting rights
Following Admission, the total number of Ordinary Shares and
voting rights in the Company will be 2,061,845,992. The Company
does not hold any shares in treasury.
The above figure may be used by Shareholders as the denominator
for the calculations by which they will determine if they are
required to notify their interest in, or a change to their interest
in, the share capital of the Company under the FCA's Disclosure and
Transparency Rules.
Unless otherwise defined, all capitalised terms in this
announcement are defined in the announcement released this morning
at 10.21 a.m..
For further information:
MelodyVR Group PLC
Anthony Matchett , Executive Chairman and https://melodyvr.com
CEO
Arden Partners plc: Nominated Adviser, Broker Tel: +44 (0) 20 7614
and Joint Bookrunner 5900
Corporate Broking: Simon Johnson
Corporate Finance: Ciaran Walsh / Ruari McGirr
/ Paul Shackleton
Beech Hill Securities, Inc.: Joint Bookrunner Tel: +1 646 574 3171
Capital Markets and Corporate Broking: Thomas
Lawrence
Chief Executive Officer: Vincent Iannuzzi
Notes to Editors:
MelodyVR Ltd ("MelodyVR") is a wholly owned subsidiary of
MelodyVR Group PLC, a company that is listed on the AIM market of
the London Stock Exchange under the ticker MVR.L. MVR, a creator of
virtual reality content, joined AIM on 16 May 2016 following a
reverse takeover of Armstrong Ventures plc. Further information can
be viewed at www.melodyvr.com.
Prior to its publication, certain information contained within
this announcement was deemed to constitute inside information for
the purposes of Article 7 of EU Regulation 596/2014 ("MAR"). In
addition, market soundings (as defined in MAR) were taken in
respect of the Placing with the result that certain persons became
aware of inside information (as defined in MAR), as permitted by
MAR. This inside information is set out in this announcement and
such information is now considered to be in the public domain.
Accordingly, those persons that received inside information in a
market sounding are no longer in possession of such inside
information relating to the Company and its securities.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this Announcement.
Important Notices
The Ordinary Shares of the Company have not been and will not be
registered under the US Securities Act of 1933, as amended.
The Placing Shares nor the Subscription Shares have not been and
will not be registered under the United States Securities Act of
1933, as amended (the "Securities Act"), or with any securities
regulatory authority of any state or jurisdiction of the United
States, and may not be offered, sold or transferred, directly or
indirectly, in the United States except pursuant to an exemption
from, or in a transaction not subject to, the registration
requirements of the Securities Act and in compliance with any
applicable securities laws of any state or other jurisdiction of
the United States.
Arden is regulated in the United Kingdom by the Financial
Conduct Authority (the "FCA"). Each of Arden and Beech Hill
Securities is acting exclusively for the Company and no one else in
connection with the Placing, and Arden and Beech Hill Securities
will each not be responsible to anyone (including any Placees)
other than the Company for providing the protections afforded to
its clients or for providing advice in relation to the Placing or
any other matters referred to in this Announcement.
Forward-looking statements
This announcement contains statements about MVR that are or may
be deemed to be "forward-looking statements".
All statements, other than statements of historical facts,
included in this announcement may be forward-looking statements.
Without limitation, any statements preceded or followed by, or that
include, the words "targets", "plans", "believes", "expects",
"aims", "intends", "will", "may", "should", "anticipates",
"estimates", "projects", "would", "could", "continue" or words or
terms of similar substance or the negative thereof, are
forward-looking statements. Forward-looking statements include,
without limitation, statements relating to the following: (i)
future capital expenditures, expenses, revenues, earnings,
synergies, economic performance, indebtedness, financial condition,
dividend policy, losses and future prospects and (ii) business and
management strategies and the expansion and growth of the
operations of MVR.
These forward-looking statements are not guarantees of future
performance. These forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause the
actual results, performance or achievements of any such person, or
industry results, to be materially different from any results,
performance or achievements expressed or implied by such
forward-looking statements. These forward-looking statements are
based on numerous assumptions regarding the present and future
business strategies of such persons and the environment in which
each will operate in the future. Investors should not place undue
reliance on such forward-looking statements and, save as is
required by law or regulation (including to meet the requirements
of the AIM Rules, MAR, the Prospectus Rules and/or the FSMA), MVR
does not undertake any obligation to update publicly or revise any
forward-looking statements (including to reflect any change in
expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based).
All subsequent oral or written forward-looking statements
attributed to MVR or any persons acting on their behalf are
expressly qualified in
their entirety by the cautionary statement above. All
forward-looking statements contained in this announcement are based
on information available to the Directors of MVR at the date of
this announcement, unless some other time is specified in relation
to them, and the posting or receipt of this announcement shall not
give rise to any implication that there has been no change in the
facts set forth herein since such date.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that the Placing Shares are: (i) compatible
with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, Distributors
should note that: the price of the Placing Shares may decline and
investors could lose all or part of their investment; Placing
Shares offer no guaranteed income and no capital protection; and an
investment in Placing Shares is compatible only with investors who
do not need a guaranteed income or capital protection, who (either
alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The Target Market Assessment is
without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, Arden will only procure investors who meet the criteria
of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
Annex
Notification and public disclosure of transactions by persons
discharging managerial responsibilities and persons closely
associated with them in accordance with the Market Abuse
Regulations
1 Details of the person discharging managerial responsibilities/person closely associated
a) Name Grant Dollens
--------------------------------------------------------------- ------------------------------
2 Reason for the notification
-----------------------------------------------------------------------------------------------
a) Position/status Non - Executive Director
--------------------------------------------------------------- ------------------------------
b) Initial notification/Amendment Initial notification
--------------------------------------------------------------- ------------------------------
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer
or auction monitor
-----------------------------------------------------------------------------------------------
a) Name MeldoyVR Group PLC
--------------------------------------------------------------- ------------------------------
b) LEI 213800B2AKGQC3D2R751
--------------------------------------------------------------- ------------------------------
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii)
each type of transaction; (iii) each date; and (iv) each place where transactions have been
conducted
-----------------------------------------------------------------------------------------------
a) Description of the financial instrument, type of instrument Ordinary Shares of 1p each
Identification code GB00BD2YHN21
--------------------------------------------------------------- ------------------------------
b) Nature of the transaction Purchase of Ordinary Shares
--------------------------------------------------------------- ------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
3.5 p 21,854,627
--------- -----------
--------------------------------------------------------------- ------------------------------
d) Aggregated information N/A
--------------------------------------------------------------- ------------------------------
e) Date of the transaction 25 August 2020
--------------------------------------------------------------- ------------------------------
f) Place of the transaction Outside of trading venue
--------------------------------------------------------------- ------------------------------
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.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
IOEFLFEETVIEFII
(END) Dow Jones Newswires
August 25, 2020 12:00 ET (16:00 GMT)
Evr (LSE:EVRH)
Historical Stock Chart
From Jun 2024 to Jul 2024
Evr (LSE:EVRH)
Historical Stock Chart
From Jul 2023 to Jul 2024