Vitesse Media PLC Placing and development of crowd funding platform (6269Y)
January 28 2014 - 2:00AM
UK Regulatory
TIDMVIS
RNS Number : 6269Y
Vitesse Media PLC
28 January 2014
Vitesse Media Plc
("Vitesse" or the "Company")
Placing and development of new SME crowd funding platform
Vitesse today announces that it has entered into an agreement to
raise GBP265,000 by way of a placing of 12,045,455 new ordinary
shares at a price of 2.2p per share (the "Placing Shares") of which
GBP250,000 will be used to support the development of a new SME
crowd funding platform. This will leverage Vitesse's leading
positions in the SME and investment markets and give this new
platform access to a large part of its target market.
Placing
The Placing is in two stages. The placing of 9,493,052 ordinary
shares in the Company of the Placing Shares (the "Tranche One
Placing") can be effected within existing shareholder authorities
and is therefore primarily conditional only on admission of those
Placing Shares to trading on AIM ("First Admission"). The placing
of the remaining 2,552,403 Placing Shares (the "Tranche Two
Placing") requires the Company to obtain additional authorities to
allot and is therefore also conditional on requisite shareholder
approval being obtained as well as admission of those Placing
Shares to trading on AIM (the "Second Admission"). Ordinary shares
issued pursuant to the Tranche One Placing and Tranche Two Placing
taken together are referred to as the Placing Shares.
First Admission and completion of the Tranche One Placing is
expected to take place on 31st January 2014.
A general meeting of shareholders of the Company is to be
convened for 28(th) February 2014 and, assuming the relevant
resolutions are passed, Second Admission and completion of the
Tranche Two Placing is expected to take place on 7th March 2014. A
circular to shareholders convening the requisite general meeting is
expected to be posted shortly. Conditional on the obtaining of
requisite shareholder approvals and Second Admission, the Company
will issue pursuant to the Placing 12,045,455 new ordinary shares
in the Company which will represent 24.1% of the issued share
capital as enlarged by the Placing. The Placing Price represents a
premium of 4.8 per cent. to the closing mid-market price of 2.1p
per ordinary share as at 24(th) January 2014 (being the latest
practicable date prior to the date of this announcement).
The Placing has been subscribed to by a group of investors led
by Mr. Derek Stewart (together the "Investors"). Mr Stewart is
former CEO of Mellon Global Alternative Investments at BNY Mellon
and will work with Vitesse to develop a new and innovative way of
facilitating investment to SMEs seeking finance.
Following the Placing, the following are significant
shareholders in Vitesse:
Shareholder First Tranche First Tranche Second Second Holding Holding
Shares payment Tranche Tranche after After Tranche
Shares payment Tranche 2
1
------------------ -------------- -------------- ---------- ------------- --------- ---------------
EBS Management
PLC as Trustees
of The Derek
Stewart SIPP 3,940,512 GBP86,691.27 1,059,488 GBP23,308.73 8.30% 10.00%
------------------ -------------- -------------- ---------- ------------- --------- ---------------
Greenhill LLC 1,850,847 GBP40,718.63 497,638 GBP10,948.04 3.90% 4.70%
------------------ -------------- -------------- ---------- ------------- --------- ---------------
Alan Adam Mearns 3,084,744 GBP67,864.37 829,398 GBP18,246.74 6.50% 7.83%
------------------ -------------- -------------- ---------- ------------- --------- ---------------
Appointment of Director
Under the terms of the Placing agreement the Investors have the
right to appoint a non-executive director to the board of the
Company. Upon appointment the non-executive director appointed to
represent the Investors will be paid a nominal sum by the Company.
The Company will make a further announcement in due course.
Loan
The Company has entered into a loan agreement with the Investors
in order to provide the Company with GBP80,000 for working capital
purposes.
The loan is for three years and interest is payable annually at
a rate of 7% with the loan amount repayable at the end of the 3
year period.
Crowd funding
Under the terms of the Placing Agreement, GBP250,000 of the
proceeds of the Placing will be used for the development of a crowd
funding platform. Vitesse will own the intellectual property
relating to the crowd funding platform and the right to earn 75% of
the net income from the platform with the Investors having a right
to earn 25% of the net income in return for them providing the
resources for the functioning of the platform and its operation.
The Board of Vitesse retain an ongoing right of review in this
fully owned division.
Commenting on the launch, Vitesse Chairman Sara Williams
said:
"We are delighted to be announcing this exciting new development
for Vitesse. This growth opportunity has considerable synergies
with Vitesse's existing SME focused digital media and events
businesses. This is a natural extension of our philosophy of
'bringing investors and entrepreneurs together' and combines the
strength of our existing brands and relationships with the new
team's experience in investment and technology."
For further information please contact:
Vitesse Media Plc
Executive Chairman: Sara Williams
Executive Deputy Chairman: Dave
Smith 020 7250 7010
Westhouse Securities Limited
Martin Davison 020 7601 6100
Kreab Gavin Anderson
Robert Speed 020 7074 1800
Disclosure and Transparency Rules
Following First Admission of the Tranche One Placing Shares, in
accordance with Disclosure and Transparency Rules, the Company's
issued voting ordinary share capital will comprise 47,465,260
ordinary shares. No shares are held in treasury.
Following First Admission, the above figure may be used by
shareholders as a 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, Vitesse under the FCA's Disclosure
and Transparency Rules.
The Company will make a further announcement at the time of
Second Admission for the purposes of confirming the impact of the
Tranche Two Placing under the Disclosure and Transparency
Rules.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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