TIDMFITB
RNS Number : 8923E
Fitbug Holdings PLC
21 July 2016
Fitbug Holdings Plc / Epic: FITB.L / Index: AIM / Sector:
Leisure
21 July 2016
FITBUG HOLDINGS PLC ('FITBUG' OR 'THE COMPANY')
Open Offer - Directors' intentions to participate
Underwriting Update
Further to the announcements of 29 June 2016 and 20 July 2016,
Fitbug Holdings Plc, the AIM quoted technology developer and
digital wellness pioneer, provides the following updates in respect
of the Fitbug Directors intentions to participate in the Open
Offer, and an update on the Underwriting commitments.
Directors intentions to participate
Further to the Result of Open Offer announcement of 20 July
2016, the directors of the Company have indicated their intention
to subscribe, at a price of 0.25p per share, for certain Open Offer
Shares that have not been subscribed for by Qualifying
Shareholders. The Directors intention to subscribe for shares is
set out below:
Director Current Proposed Number Resultant % resultant
Holding subscription of shares holding holding
(GBP) to be on Admission on Admission*
subscribed
for
----------------- ---------- -------------- ------------ -------------- ---------------
Donald
Stewart Nil 5,000 2,000,000 2,000,000 0.16%
----------------- ---------- -------------- ------------ -------------- ---------------
Anna Gudmundson Nil 6,000 2,400,000 2,400,000 0.19%
----------------- ---------- -------------- ------------ -------------- ---------------
Tyler Tarr Nil 5,000 2,000,000 2,000,000 0.16%
----------------- ---------- -------------- ------------ -------------- ---------------
Mark Ollila Nil 5,000 2,000,000 2,000,000 0.16%
----------------- ---------- -------------- ------------ -------------- ---------------
*Subject to the Resolutions being passed and the Placing
Agreement becoming unconditional
The total subscription for Open Offer Shares by Qualifying
Shareholders and the Directors is therefore 77,116,438 Open Offer
Shares.
The Open Offer remains conditional upon the passing of the
Resolutions at the General Meeting of the Company to be held at
3.05p.m. on 22 July 2016 and therefore the subscription by the
Directors remains conditional on the Resolutions being passed.
Underwriting Arrangements
As previously announced, Kifin has conditionally agreed to
capitalize GBP1 million of its loans into 40,000,000 new Ordinary
shares of 2.5p each. NW1 has also conditionally agreed to
capitalise GBP7.4 million of its loans into New Ordinary Shares at
2.5p each which will result in the issue to NW1 of 296,000,000 New
Ordinary Shares. In addition, bridging loans of GBP121,000 and
GBP280,000 (announced on 13 June 2016 and 29 June 2016) will be
repaid by the issue of 160,400,000 New Ordinary Shares, which will
form part of the shares to be issued pursuant to NW1's underwriting
commitment, details of which are set out below.
Pursuant to the terms of the Underwriting Agreement, NW1 has
agreed to underwrite the entire Fundraising as to ensure the full
proceeds of the Fundraising will be received by the Company.
Subject to shareholder approval at a General Meeting of the Company
to be held on 22 July 2016, and the Placing Agreement becoming
unconditional, NW1 will therefore subscribe for, in aggregate
196,000,000 Open Offer Shares which have not been taken up by
Qualifying Shareholders and the Directors. As described above,
these shares include the shares issued in satisfaction of the
repayment of the bridging loans. Subject to the Resolutions being
passed at the General Meeting and the Placing being completed,
following completion of the Proposals, NW1 will be interested in
506,000,000 New Ordinary Shares representing approximately 41.1% of
the issued share capital on Admission and the Concert Party will be
interested, in aggregate, in 614,474,999 New Ordinary Shares
representing approximately 49.9 per cent. of the issued share
capital on Admission. The balance of the underwriting obligations,
totalling GBP1,076,275 will be satisfied by new secured loan notes,
which shall be repayable on 31 July 2019 and shall carry interest
at 4 per cent. per year over the Bank of England base rate, payable
quarterly. The loan notes carry the rights, exercisable at NW1's
sole discretion, to subscribe for New Ordinary Shares at the Issue
Price for a period of 5 years from the date of issue. These
subscription rights shall be capable of being exercisable in cash
immediately and for an aggregate subscription price equal in value
to the number of loan notes that may be issued to NW1, and will be
exercisable, inter alia, only to the extent that such exercise does
not result in the Concert Party's holding, or the holding of any
other holder of subscription rights and any person with whom such
holder of subscription rights is acting in concert (as such term is
defined in the City Code), in aggregate, being over 49.9 per cent.
of the then issued share capital. The subscription rights will be
transferable.
On Admission, the Concert Party's shareholdings are expected to
be as follows:
Existing Loan Fundraising Conversion Following completion
Shares Capitalisation rights of the Placing,
under Loan Capitalisation
outstanding and Open Offer
loans
-------------- ------------------------- --------------- ------------- ------------- ----------------------------
Interest Interest Shares Shares Interest Maximum
in Existing in to be to be in Enlarged Interest
Ordinary Existing issued issued Share in Enlarged
Shares Ordinary under pursuant Capital Share
(no.) Shares Loan to the (no.) Capital
(%) Capitalisation underwriting (%)
arrangements
-------------- ------------- ---------- --------------- ------------- ------------- ------------- -------------
NW1 14,000,000 4.97 296,000,000 196,000,000 200,000,000 506,000,000 41.1%
-------------- ------------- ---------- --------------- ------------- ------------- ------------- -------------
Kifin 30,000,000 10.66 40,000,000 - - 70,000,000 5.7%
-------------- ------------- ---------- --------------- ------------- ------------- ------------- -------------
Prime
Interaction 2,500,000 0.89 - - - 2,500,000 0.2%
-------------- ------------- ---------- --------------- ------------- ------------- ------------- -------------
Allan
Fisher
(and
family)* 17,170,000 6.10 - - - 17,170,000 1.4%
-------------- ------------- ---------- --------------- ------------- ------------- ------------- -------------
David
Turner
(and
family)** 18,804,999 6.68 - - - 18,804,999 1.5%
-------------- ------------- ---------- --------------- ------------- ------------- ------------- -------------
Total
Concert
Party 82,474,999 29.30 336,000,000 196,000,000 200,000,000 614,474,999 49.9
-------------- ------------- ---------- --------------- ------------- ------------- ------------- -------------
* this includes 6,280,000 Ordinary Shares beneficially owned by
Jonathan Fisher, and 5,250,000 Ordinary Shares held by Relay
Holdings Limited, which is wholly owned by The Watson Trust, a
discretionary trust of which Allan Fisher and members of his family
are beneficiaries
** this includes 6,290,000 Ordinary Shares beneficially owned by
Anna Turner
Subject to the Resolutions being passed and the Placing being
completed, the Company's issued share capital on Admission will be
1,231,366,968 New Ordinary Shares.
Defined terms used in this announcement will have the meanings
(unless the context otherwise requires) set out in the circular
dated 29 June 2016, which is available on the Company's website
www.fitbug.com
**S**
Anna Gudmundson Fitbug Holdings
/ Donald Stewart Plc 020 7449 1000
----------------------- ------------------------ --------------
Cantor Fitzgerald
Marc Milmo/ Catherine Europe, Nomad
Leftley and Joint Broker 020 7894 7000
----------------------- ------------------------ --------------
Claire Louise Noyce
/ William Lynne Hybridan LLP,
/ Niall Pearson Joint Broker 020 3764 2341
----------------------- ------------------------ --------------
Elisabeth Cowell St Brides Partners
/ Charlotte Heap Ltd, Public Relations 020 7236 1177
----------------------- ------------------------ --------------
Notes
About Fitbug(R)
Fitbug is a leading provider of online health and well-being
services which is pioneering an innovative 'Digital Wellness' model
to help individuals to improve their lifestyles by making realistic
changes to their daily routine. It combines activity tracking
devices, which provide an understanding of each user's daily
activity achievements, with mobile and web technology, which
provides users with personalised weekly activity and nutrition
targets, feedback, advice and encouragement to achieve "wellness".
This is centred on four key areas: stress, sleep, nutrition and
activity.
Its "Kiqplan"TM digital health coaching platform is designed to
make wearable technology relevant to new audiences and take the "so
what?" out of activity tracking by providing structured action
plans to help people achieve their wellness goals.
The Company is primarily focussed on the B2B market, mainly
mid-to-large cap corporations and insurance brokers / health
insurers, where significant growth opportunities have been
identified, particularly in the UK and US. An important part of the
Company's focus is on building strategic relationships with
organisations, which can integrate Fitbug or Kiqplan into their own
service/product offerings or resell to their customer base. For
more information, visit www.fitbug.com and www.kiqplan.com.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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