TIDMMCC
RNS Number : 5041R
Monchhichi plc
22 September 2017
For Immediate Release 22 September 2017
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) No 596/2014
Monchhichi Plc ("Monchhichi" or the "Company")
Investment in Sentiance N.V. ("Sentiance")
Change in Terms to Bonus Warrants and Advisor Warrants
Conversion and Cancellation of other existing warrants
Issue of Equity
Issue of new Warrants
Investment in Sentiance
As mentioned in previous statements, Monchhichi's plan is to
make a series of cohesive and meaningful acquisitions with clear
existing industry validation and (disruptive) growth trajectory in
the Technology, Media and Internet sectors.
Today, the Directors are pleased to inform shareholders that
they have reached agreement on a primary investment of EUR10.0
million in Sentiance, a leading and proven private technology
player in the exciting field of artificial intelligence ("AI"),
machine learning and behavioural data science. Based on current
assessment and anticipated medium term developments at Sentiance,
the Company expects to increase its holding with up to EUR40.0
million of additional follow up investment (subject to
financing).
Further information on Monchhichi's initial equity shareholding
and on Sentiance is provided below.
Bonus and Advisor Warrants
The Directors are confident that with the initial Sentiance
investment agreed, legacy issues dealt with, and the impending
upgrade to the main market, the investment community can start to
focus on the real unfolding story of Monchhichi. This goes hand in
hand with improving liquidity in the shares, further strengthening
our overall capabilities and efficient access to the capital
markets when appropriate. To accelerate this process and give
existing and particularly future shareholders a chance to
participate (near term) the Board has decided that it would be in
the Company's and shareholders' best interests to reduce the
exercise price of the outstanding Bonus Warrants and Advisor
Warrants (9.3 million and 2.0 million respectively) to 60p per
share from 80p per share. The final exercise dates remain the same,
being 24 December 2017 for the Bonus Warrants and 24 December 2018
for the Advisor Warrants. In aggregate, 403 ordinary shares have
been issued for Bonus Warrant conversions to date at 80p. The
Company shall make appropriate arrangements to ensure that these
previous Bonus Warrant holders receive equal benefit now that the
exercise has been reduced from 80p to 60p per share.
Conversion and Cancellation of Warrants and associated Issue of
Equity
In order to raise the necessary funds to make this significant
initial investment and to rationalise the existing outstanding
warrants prior to moving to the standard listing, the Company is
pleased to announce that agreement has been reached with the
holders of the 47.5p Investment Warrants ("IW") and those of the
60p Subscription Warrants ("SW") to exercise or cancel these
classes of warrants in their entirety.
The existing Investment Warrants
The Investment Warrants were originally issued on 8 June 2017
with an exercise price of 47.5p. The exercise of the Investment
Warrants (on agreed adjusted terms) results in the issue of
25,333,333 shares at 37.5p per share and raises a total of GBP9.5
million for the Company, with the balance of the Investment
Warrants being cancelled and replaced with new CI One Warrants on a
one-for-one basis (on the terms set out below).
The Subscription Warrants were originally issued on 10 February
2017 with an exercise price of 80p per share. These warrants have
been cancelled and replaced with new CI Warrants on a one-for-two
basis (on the terms set out below).
In addition the Company has placed a further 5,000,000 ordinary
shares at 60.0p per share raising an additional GBP3.0 million.
The aggregate of these share issues raises a total of GBP12.5
million for the Company and simplifies the capital structure.
To facilitate both the initial Sentiance investment and the
proposed subsequent follow up investments, Monchhichi has agreed to
issue up to a maximum of 16,687,500 ordinary shares in satisfaction
of fees and expenses in connection with the negotiation structuring
and financing of the Sentiance investment. 8,187,500 ordinary
shares will be issued in connection with the making of the initial
investment with the issue of the balance of the 8.5 million
ordinary shares linked to, and conditional upon, the successful
completion of the further investments Monchhichi expects to make in
Sentiance (subject to finance).
Issue of new Warrants
Moreover, to further align the capture of future equity upside,
Monchhichi will issue up to 16.5 million Sentiance Warrants to new
investors with an exercise price of 90p per share. These Sentiance
Warrants must be exercised (or will otherwise lapse) once the
mid-market Monchhichi closing share price reaches 160p per share
for 5 consecutive days. If this target is not reached prior to 24
December 2018 the Sentiance Warrants will lapse.
Alongside the Sentiance Warrants and in conjunction with the
complete cancellation of both the remaining Investment and
Subscription Warrants, the Company has issued 13.0 million
Conviction Investment One ("CI One") Warrants with an exercise
price of 90p per share. These CI One Warrants must be exercised (or
will otherwise lapse) once the mid-market Monchhichi closing share
price reaches 160p per share for 5 consecutive days. If this target
is not reached prior to 24 December 2018 the CI One Warrants will
lapse.
As a result of the changes set out above the following Warrants
will now be outstanding:
Instrument Number | Exercise Conditions
Price
-------------------------- ------------------ --------------------------
1. Bonus Warrants 9,349,739 | To be exercised on
60p or before 24 December
2017 or otherwise
lapse
-------------------------- ------------------ --------------------------
2. Advisor Warrants 2,000,000 | To be exercised on
60p or before 24 December
2018 or otherwise
lapse
-------------------------- ------------------ --------------------------
3. Calvet Warrants 2,000,000 | To be exercised on
50p or before 24 February
2019 or otherwise
lapse
-------------------------- ------------------ --------------------------
4. Sentiance 16,500,000 To be exercised at
Warrants | 90p the earlier date
of mid-market Monchhichi
closing share price
reaches 160p per
share for 5 consecutive
days or 24 December
2018 or otherwise
lapse
-------------------------- ------------------ --------------------------
5. CI One Warrants 13,000,000 To be exercised at
| 90p the earlier date
of mid-market Monchhichi
closing share price
reaches 160p per
share for 5 consecutive
days or 24 December
2018 or otherwise
lapse
-------------------------- ------------------ --------------------------
6. Total Warrants(1) 42,849,739 At an average conversion
price of 80.2p per
share. Should all
Warrants get exercised
it would raise a
further GBP34.3mn
in equity for Monchhichi
-------------------------- ------------------ --------------------------
_________
(1) With exercise periods ending between 24 December 2017 and 24
February 2019. On the basis that all Warrants are converted and
excluding the 8.5 million deferred Sentiance shares the number of
ordinary shares outstanding would increase to 126,377,749.
Background information on Sentiance
Sentiance is an outstanding unquoted technology business
operating in the areas of artificial intelligence ("AI"), machine
learning and signal processing to interpret real-time and
behavioural context from sensor data. Sentiance already has an
impressive roster of Tier I global clients in a variety of vertical
market segments, as well as tactical industry partnerships and
shareholders. Their proprietary technology and distinct data
science capabilities are presently being tested and deployed into
various mainstream mass market data ecosystems:
The Sentiance platform uses machine learning algorithms and deep
learning techniques to analyse Internet of Things ("IoT") sensor
data from mobile phones, wearables and IoT gateways. It thereafter
turns data into behavioural and contextual insights:
o Understanding and predicting how people go through their
everyday lives with full user consent;
o Clients use platform to enrich their first-party client data
with real-life behavioural data. This in turn will deliver
context-aware and highly personalised experiences;
o Powers a broad range of applications including world class
telematics and driver scoring, personalised health coaching
real-time client engagement as well as smart home products and
services;
o Some of the world's most innovative companies are adopting
their platform through Sentiance to help them make their users'
lives safer, smarter, healthier, more cost effective and even more
convenient.
o In the year ended 31 December 2016 Sentiance made a loss
before tax of Euro 2.08m on turnover of Euro 1.4m.
Additional matters
1. Sentiance is already benefiting from our international network and behind the scenes support;
2. Sentiance is operating in the sweet-spot of data analytics,
an area that we believe in years to come is going to be crucial for
product and service differentiation, improved consumer engagement
and response, sustainable higher conversion and retention rates
leading to materially better returns. The Company is confident that
Sentiance with the right support, conviction and of course a bit of
luck, will emerge and be known by 2020 as one of the global market
leaders in its field;
3. In the future, we can provide swift liquidity options to
Sentiance investors without this leading to management
distractions;
4. For more information please visit www.sentiance.com and do
sign up for their regular news broadcasts.
In summary, the Directors are confident and excited that
Sentiance will prove to be an exceptional investment and look
forward to working closely with the talented and proven team to
capture the clear opportunities ahead.
Sentiance Investment Structure
Monchhichi has agreed to invest EUR10.0m (GBP9.1 million) in a
Series "G" round equity financing alongside a further small
co-investment from KPN Venture BV, the investing arm of KPN, the
largest telecoms and IT service provider in the Netherlands. Other
investors in earlier fundraising rounds include Samsung Electronics
and a range of well-known VC funds including Volta Ventures. The
investment gives Monchhichi an initial equity interest of 14.2% (or
13,333 ordinary shares) in Sentiance.
As part of the Series G round, the Company also has the ability
to participate in a lead role in an anticipated secondary offering
of shares in Sentiance; this offering is expected to be closed
prior to 2018. The Company expects to participate in this secondary
offering, however the number of shares it can acquire will be
dependent upon the availability of shares and demand from other
shareholders and the Company's available cash resources.
In addition, the Company has secured the right to subscribe for
preferred shares of a new class of capital in Sentiance for a total
of EUR10.0 million. This right is available for a period of 18
months and, subject to financial resources, the Board may seek to
exercise this right.
In addition, the Company has secured a further right to
subscribe for preferred shares of a new class of capital in
Sentiance for a total of EUR20.0 million. This right is available
for a period of 60 months and, subject to financial resources, the
Board may seek to exercise this right.
Commenting on today's announcement Simon Fry Executive Chairman
said:
"Over the past year, we have witnessed first-hand the terrific
progress Sentiance keeps making. Their cutting-edge proprietary
technology is used and tested by a growing number of Fortune 100
companies in a broad range of verticals. The talented Sentiance
team can now further accelerate their global deployment efforts. We
look forward to proactively assisting them in their ambitious
endeavours.
We welcome our new shareholders and are pleased that a firm line
has now been drawn under the sorry historic past of the Company.
The proposed imminent move to the Main Market will further
facilitate our desire to turn Monchhichi into a credible and key
alternative player in the Technology, Media and Internet space
globally".
Toon Vanparys CEO and Frank Verbist CTO of Sentiance added:
"We are pleased to welcome Monchhichi to the Sentiance family as
an additional cornerstone investor. Through their financial backing
as well as their extensive network we will be able to accelerate
our technical and commercial expansion plans and further strengthen
our growing market position. Our growth plan is clear. Every
company looking to build authentic and personalised experiences for
their clients' needs to know that Sentiance can provide them with
the right solution", said Toon Vanparys.
Frank Verbist, continued by saying: "We are presently a sizeable
team of highly skilled data scientists and software engineers,
specialized in machine learning, deep learning and signal
processing at scale. We will grow this team to more than 80 by
adding development hubs in different parts of the world."
Total Equity and Voting Rights
Application has been made to the London Stock Exchange for the
38,520,833 new ordinary shares to be admitted to trading on AIM. It
is expected that admission will become effective on 29 September
2017 (although no dealings will take place on the basis that the
current suspension of trading will not be lifted). The new Ordinary
Shares will rank pari passu with the existing Ordinary Shares.
After admission of the new shares the Company's share capital
will consist of 83,528,010 ordinary shares with voting rights. The
Company does not hold any ordinary shares in treasury. Therefore,
the total number of voting rights in the Company will be
83,528,010. This 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 FCA's Disclosure Guidance and
Transparency Rules.
Market Abuse Regulation
The information contained within this announcement is deemed to
constitute inside information as stipulated under the Market Abuse
Regulations (EU) No. 596/2014. Upon the publication of this
announcement, this inside information is now considered to be in
the public domain.
For further information:
Buchanan (Financial communications)
Richard Oldworth / Henry Harrison-Topham Tel: +44 (0)20 7466
/ Catriona Flint 5000
monchhichi@buchanan.uk.com www.buchanan.uk.com
Enquiries: Tel: +44 (0)20 7886
Panmure Gordon (Nominated 2500
Adviser and Broker)
Dominic Morley / Alina Vaskina
Notes to the editors:
Monchhichi (MCC.L) is a UK quoted company that focusses on
making conviction investments / acquisitions in people,
organisations and outstanding businesses with proven track records,
industry validated market positions and clearly visible disruptive
growth opportunities in the Technology, Media and Internet space
globally. For more please visit www.monchhichi.life
Sentiance is a data science company turning IOT sensor data into
rich insights about people's behavior and real-time context. These
insights enable companies to understand how customers go through
their everyday lives, discover and anticipate the moments that
matter most, and adapt their engagement to real-world behavior and
real-time context. Sentiance's technology is used in insurance,
smart health, smart mobility, smart home, connected car and
commerce applications. Sentiance presently has offices in Antwerp
(Belgium), New York and London. For more information about
Sentiance visit www.sentiance.com.
For further contact: toon.vanparys@sentiance.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCDMGZLMMFGNZZ
(END) Dow Jones Newswires
September 22, 2017 02:00 ET (06:00 GMT)
Monchhichi (LSE:MCC)
Historical Stock Chart
From Sep 2024 to Oct 2024
Monchhichi (LSE:MCC)
Historical Stock Chart
From Oct 2023 to Oct 2024