Mode Global Holdings PLC Announcement regarding Concert Party (4213B)
September 30 2022 - 11:44AM
UK Regulatory
TIDMMODE
RNS Number : 4213B
Mode Global Holdings PLC
30 September 2022
Mode Global Holdings PLC ("MODE" or the "Company")
Announcement regarding Concert Party
As announced by the Company on 13 July 2022, certain investors
agreed to subscribe in a convertible loan note issued by the
Company ("CLN"). Those investors included Liwathon Limited
("Liwathon") and Linley Limited ("Linley").
Pursuant to conversion notices received by the Company from
Linley on 9 August 2022 and 29 August 2022, Linley converted
GBP100,000 and GBP25,000 respectively of its holding in the CLN and
was issued with 1,897,519 new ordinary shares in the capital of the
Company ("New Ordinary Shares") on 11 August 2022 ("First Tranche
Shares") and 784,749 New Ordinary Shares on 8 September 2022
("Second Tranche Shares") as a result (together, the "Conversion
Shares").
Under the City Code on Takeovers and Mergers (the "Code")
published by the Panel on Takeovers and Mergers (the "Panel"), a
concert party arises where persons who, pursuant to an agreement or
understanding (whether formal or informal), co-operate to obtain or
consolidate control (as defined in the Code) of a company or to
frustrate the successful outcome of an offer for a company.
Certain persons will be presumed, as set out in the Definitions
in the Code, to be persons acting in concert with other persons in
the same category unless the contrary is established, including a
person, the person's close relatives and the related trusts of any
of them, all with each other.
Pursuant to the presumptions of concertedness in the Code, both
Liwathon and Linley are presumed to be acting in concert with JRS
and Ruskin (all of them together, the "Rowland Concert Party") and
as a result of it acquiring the First Tranche Shares, the Rowland
Concert Party's aggregate shareholding in the Company increased
from 32.99% to 33.67% which, absent any dispensation or waiver
granted by the Panel, would require the Rowland Concert Party to
make a mandatory offer for the Company pursuant to rule 9.1(b) of
the Code ("Mandatory Offer").
Through a series of share trades carried out by Linley's
stockbroker on its behalf in the market between 12 August and 13
September 2022, Linley sold all of the Conversion Shares. The
aggregate interest in the Company's shares held by the Rowland
Concert Party therefore remains at 32.99%.
-ENDS-
Press contacts:
Fiona McAra, MRM
+44 (0)7471 350286
mode@mrm-london.com
Julie Sand, Mode Global Holdings PLC
+44 (0)203 773 0588
julie.sand@modeapp.com
Notes to Editors
About Mode:
Mode is an LSE-listed fintech company on a mission to build the
world's most disruptive ecosystem where exchanging value and
growing wealth is seamless for all. Mode is leveraging the power of
Bitcoin and Open Banking to deliver on this mission and offer
customers in the UK a one-stop app to shop, earn and grow their
Bitcoin, all in one place. For businesses, Mode provides a cheaper,
safer and smarter alternative to card payments that rewards
shoppers with Bitcoin Cashback.
To learn more, visit our customer/business site at
www.modeapp.com or our investor site at www.modeplc.com .
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END
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