TIDMMBT
RNS Number : 4175R
Mobile Tornado Group PLC
01 March 2023
The information contained within this announcement is deemed by
the Company to constitute inside information pursuant to Article 7
of EU Regulation 596/2014 as it forms part of UK domestic law by
virtue of the European Union (Withdrawal) Act 2018 as amended.
1 March 2023
Mobile Tornado Group plc
("Mobile Tornado", the "Company" and, together with its
subsidiary undertakings, the "Group")
Subscription to raise GBP500,000, debt conversion and trading
update
Mobile Tornado (AIM: MBT) today announces a subscription for
25,000,000 new ordinary shares of 2 pence each ("Ordinary Shares"),
representing approximately 6.6 per cent. of the existing issued
ordinary share capital of the Company (the "Subscription Shares")
at a price of 2 pence per Subscription Share (the "Issue Price") to
raise approximately GBP500,000 (before expenses) (the
"Subscription"). The Company also announces the capitalisation of
GBP259,490 of indebtedness owed by the Company to InTechnology plc
("InTechnology") into 12,974,492 new Ordinary Shares, also at the
Issue Price.
Jeremy Fenn, Chairman and acting CEO of Mobile Tornado,
commented:
"Since we announced the Board changes on 9 January 2023, I'm
pleased to report that the business has moved quickly to scale up
its sales and business development operation and is now actively
engaged with a number of potential new partners and customers.
"Having combined our robust and reliable push to talk over
cellular ("PTToC") platform with the very latest in workforce
management technology, our solution gives organisations everything
they need to seamlessly communicate with and manage their team
members using one application and one device, wherever they are in
the world. This is a first for our global market and creates
exciting growth opportunities for the Company and our partners.
"This small fundraise will allow us to accelerate our business
development activities further, with the recruitment of additional
sales professionals in key markets and the execution of a much more
intensive outreach campaign. I look forward to further updating the
market with our 2022 results during the week commencing 17
April."
Enquiries:
Mobile Tornado Group plc +44 (0)7734 475 888
Jeremy Fenn, Chairman and acting CEO www.mobiletornado.com
Allenby Capital Limited (Nominated Adviser
& Broker) +44 (0)20 3328 5656
James Reeve/Piers Shimwell (Corporate
Finance)
David Johnson (Sales and Corporate Broking)
Background to and reasons for the Subscription
Mobile Tornado plc has developed the world's first PTToC
platform with integrated workforce management technology.
The Company's established PTToC platform uses cellular and
broadband networks to provide always-on instant communications for
mission critical requirements in challenging environments. It has
been deployed in more than 30 countries worldwide with mobile
network operators, government agencies and enterprises in Europe,
the Middle East, Africa and the Americas.
The platform's PTToC integration with workforce management
technology gives organisations a single application to communicate
with and manage remote and mobile operatives using a single device:
either an Android or iOS smartphone or ruggedised handset. The
solution increases safety, productivity and performance while
cutting paperwork and total cost of ownership.
Developed in-house, the workforce management technology enables
the digital transformation of multiple manual tasks and assignments
and generates advanced business intelligence for the streamlining
of operations and enhanced allocation of resources. The workforce
management technology offers tools including attendance and time
monitoring, forms and checklists, reporting, scheduling and task
creation. These are available via a dispatch console, which allows
organisations to manage teams from a control room.
The Directors consider it appropriate to undertake the
Subscription at the current time in order to provide the Company
with the resources to increase its business development
capabilities through the recruitment of additional sales
professionals and the development and execution of a much broader
outreach campaign.
Trading update and notice of results
The Company expects to announce its audited results for the 12
months ended 31 December 2022 in the week commencing 17 April 2023.
Total revenue for the year is expected to be approximately GBP2.28
million, compared to GBP2.59 million in 2021, a reduction of 12%.
Gross profit is expected to be approximately GBP2.23 million (2021:
GBP2.49 million), a reduction of 11%. EBITDA loss is expected to be
approximately GBP0.29 million, compared to a loss of GBP0.03
million for 2021.
Recurring revenues for the year are expected to be approximately
GBP1.97 million, compared to GBP2.11 million in 2021, a reduction
of 7%. Our previous customer in Canada which ceased at the end of
2021 as previously reported, accounted for 20% of total revenue and
10% of recurring revenues in the prior year comparative figures. It
is pleasing to report therefore, that outside of this, we recorded
a modest increase in both our total and recurring revenues across
the remainder of our customer base.
The Company is exploring new routes to market, to ensure that
its enhanced proposition is given the opportunity to deliver its
full potential, and the planned acceleration of our business
development activities will further support this. The Board will
update on these initiatives when the Company reports its full year
results during April 2023.
Details of the Subscription
The Company has raised GBP500,000 gross proceeds pursuant to the
Subscription. The Subscription will result in the issue of
25,000,000 Subscription Shares at the Issue Price representing, in
aggregate, 6.6 per cent. of the existing issued ordinary share
capital of the Company and have been subscribed for by certain new
and existing shareholders of the Company. The Subscription Shares
have been issued utilising the Company's existing share
authorities.
The Subscription Shares, when issued, will be fully paid and
will 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 issue.
Settlement for the Subscription Shares is expected to take place
at 8.00 a.m. on 6 March 2023.
Capital Reorganisation
The Company announces the capitalisation of GBP259,490 of
short-term indebtedness owed by the Company to InTechnology at the
Issue Price, resulting in the issue of 12,974,492 new Ordinary
Shares (the "Capitalisation Shares") to InTechnology (the "Capital
Reorganisation"). The indebtedness comprises accrued interest over
preference shares held by InTechnology. The Directors believe that
it is in the best interests of the Company to take this opportunity
to strengthen its balance sheet by undertaking the Capital
Reorganisation.
The Capitalisation Shares, when issued, will be fully paid and
will 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 issue. The
Capitalisation Shares have been issued utilising the Company's
existing share authorities.
Related party transaction
As InTechnology is a substantial shareholder in the Company, the
Capital Reorganisation constitutes a related party transaction
pursuant to Rule 13 of the AIM Rules for Companies.
The Directors of the Company (excluding Peter Wilkinson, as he
is the controlling shareholder of InTechnology and therefore not
considered to be independent) consider, having consulted with the
Company's nominated adviser, Allenby Capital Limited, that the
terms of the Capital Reorganisation are fair and reasonable insofar
as the Company's shareholders are concerned.
Admission to trading and total voting rights
Application has been made for the Subscription Shares and
Capitalisation Shares to be admitted to trading on the AIM
("Admission"). It is anticipated that Admission will occur and
dealings will commence in the Subscription Shares and
Capitalisation Shares at 8:00 a.m. on 6 March 2023.
Following Admission, and for the purposes of the Financial
Conduct Authority's Disclosure Guidance and Transparency Rules, the
Company's total issued share capital will consist of 417,719,415
Ordinary Shares.
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 Company, under the Disclosure Guidance and Transparency
Rules.
InTechnology shareholding
Following Admission, InTechnology will hold a total of
205,988,314 Ordinary Shares in the Company, equivalent to 49.3% of
the total issued ordinary share capital of the Company as enlarged
by Admission. In addition, Peter Wilkinson holds a further
38,146,141 Ordinary Shares, equivalent to 9.1% of the total issued
ordinary share capital of the Company on Admission. InTechnology
also holds 71,276,735 Preference Shares.
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END
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March 01, 2023 02:00 ET (07:00 GMT)
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