TIDMVIS
RNS Number : 2814Q
Vitesse Media PLC
08 September 2017
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN OR ANY OTHER STATE
OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR IMMEDIATE
RELEASE.
8 September 2017
Vitesse Media plc
("Vitesse" or the "Company")
Proposed Placing of 107,500,000 Placing Shares at 2.0 pence per
share
Posting of Circular
and
Notice of General Meeting
Further to the Company's announcement of 11 August 2017, Vitesse
Media Plc, the AIM quoted digital media and events business, is
pleased to announce a proposed placing with institutional and other
investors to raise GBP2.15 million (before expenses) at a Placing
Price of 2.0 pence per Placing Share.
The Placing Price represents a discount of approximately 11 per
cent. to the Closing Price of 2.25 pence per Ordinary Share on 7
September 2017, the last trading day prior to this
announcement.
The net proceeds of the Placing will be used to repay the
Company's current indebtedness and for working capital
purposes.
A circular (the "Circular") setting out details of the proposed
Placing and containing a Notice of General Meeting, to be held at
10.15 a.m. (or as soon thereafter as the Company's Annual General
Meeting convened for 10.00 a.m. that day shall have concluded or
been adjourned) on 26 September 2017 at the offices of Stephenson
Harwood LLP, 1 Finsbury Circus, London EC2M 7SH, is being sent to
shareholders shortly as Shareholder approval will be sought in
respect of the authorities required to implement the Placing.
Simon Stilwell, the Company's Chief Executive, said, "I am
delighted with the level of interest that we have received for the
placing and I am pleased to welcome the new investors to our
shareholder register. The funds raised from the Placing will put
the Company on a sound financial footing and allow it to invest for
the future."
For further enquiries please contact:
Vitesse Media plc +44 (0)20 7250 7035
David Smith, Non-Executive
Chairman +44 (0)20 7250 7035
Simon Stilwell, Chief
Executive
Stockdale Securities
Limited +44 (0)20 7601 6100
Tom Griffiths
David Coaten
AlmaPR +44 (0)20 3865 9668
Rebecca Sanders-Hewett
Robyn Fisher
The full text of the Chairman's letter from the Circular is set
out below:
1. "Introduction
On 8 September 2017, the Company announced a placing to raise
GBP2.15 million (before expenses) at a Placing Price of 2.0 pence
per Placing Share.
The Placing Price represents a discount of approximately 11 per
cent. to the Closing Price of 2.25 pence per Ordinary Share on 7
September 2017 (the last trading day prior to the date of this
document).
Shareholder approval will be sought in respect of the
authorities required to implement the Placing at the General
Meeting which is convened for 10.15 a.m. (or as soon thereafter as
the Company's Annual General Meeting convened for 10.00 a.m. that
day shall have concluded or been adjourned) on 26 September 2017 at
the offices of Stephenson Harwood LLP, 1 Finsbury Circus, London
EC2M 7SH.
The purpose of this letter is to set out the background to, and
the reasons for, the Placing. It explains why the Directors
consider the Placing to be in the best interests of the Company and
its Shareholders as a whole. It also recommends that Shareholders
vote in favour of the Resolutions to be proposed at the General
Meeting, as the Directors intend to do, or procure, themselves in
respect of their own beneficial shareholdings.
Your attention is drawn to the Notice of General Meeting
contained at the end of this document and paragraphs 8 and 9 below
which explain the purpose of the General Meeting and action to be
taken in relation to the Notice of General Meeting.
2. Background to and reasons for the Placing
On 11 August 2017, Vitesse announced its audited final results
for the 14-month period ended 31 March 2017. On the same day, the
Company announced that Simon Stilwell had been appointed as Chief
Executive Officer of the Company with immediate effect. As a
consequence, Niki Baker, formerly Chief Executive Officer, was
appointed as Executive Director with special responsibility for
Events with immediate effect to focus on expanding the Company's
flourishing Events business.
Simon was until 2015 Chief Executive of Liberum, the Investment
Bank that he co-founded in 2007 and grew from a start up to GBP55m
of revenue and 170 people in seven profitable years. Prior to
Liberum, he served as Head of Sales, Small Companies, at Collins
Stewart plc and was also a director at Beeson Gregory Limited. He
was commissioned into the Gloucestershire Regiment in 1992 and
served in a variety of countries and roles before starting his City
career in 1996. Simon graduated with a BSc in Geological Sciences
from Durham University. Since leaving Liberum, Simon has pursued a
number of different business interests.
The Company also announced that it had been notified that
earlier that day, Simon Stilwell and Anthony Cross had each
acquired 6,373,799 and 7,013,799 Existing Ordinary Shares
respectively, at 2.5 pence per share. Simon Stilwell and Anthony
Cross' resulting holdings are 7,013,799 and 7,013,799 Ordinary
Shares respectively, each representing approximately 10.9 per cent.
of the Company's issued share capital. Simultaneously, Chris Ingram
had sold 8,387,598 Ordinary Shares. This reduced his holding to
8,387,597 Ordinary Shares, representing approximately 13.0 per
cent. of the Company's issued share capital. In addition, at the
same time, Sara Williams had sold 5,000,000 Ordinary Shares. This
reduced her holding to 3,892,263 Ordinary Shares, representing
approximately 6.0 per cent. of the Company's issued share
capital.
Anthony Cross has worked in fund management for 27 years and for
the last 20 years has successfully managed a range of funds for
Liontrust Asset Management. This investment was made in a personal
capacity and he has no role within the Company.
The Company also announced that, subject to Shareholder
approval, it was considering an issue of new Ordinary Shares by way
of a placing to raise up to GBP2.0 million, the proceeds of which
would be used to repay the Company's current indebtedness and for
working capital purposes. In particular, the proceeds would be used
to fund the development of the Company's Events business, including
the successful 'Woman in.." series as well as expanding the
capabilities of the Company's existing digital platforms and to
fund new business development. The new business areas will
concentrate on the provision of media and equity research for both
institutional and private investors. The Company stated that it had
been informed that Messrs Stilwell and Cross intend to participate
in the proposed fund raising.
In the 14-month period, the Company generated total audited
revenue (before non-recurring costs) of GBP2.688 million resulting
in an operating loss (before non-recurring costs) of approximately
GBP12,000.
Revenue in the Events division in the 14-month period increased
by 45 per cent. compared to the prior year. or by 20 per cent on a
like-for-like basis, and, driven in particular by the launch of new
events, the division has the potential to grow further. The
14-month period included well received inaugural events such as the
British Small Business Awards and the Tech Leaders Summit as well
as the continued success of the likes of Women in IT Awards and
Investor All Stars. Since the end of the 14-month period, the
Company has held its first Women in Finance event which attracted
blue chip sponsors and an audience of over 450 people. The Board
considers that the "Women in..." concept has the potential to be
replicated in other verticals and internationally.
Since the re-launch of the Company's websites, there has been a
significant improvement in traffic growth, the average time on site
and the number of pages each person visits per session. In the
first six months of this year, the number of sessions on the
Company's websites increased by 15 per cent. to over 3 million and
page impressions grew by 63 per cent. to over 6.7 million. The
Board believes that with additional funding available for search
engine optimisation ("SEO"), social media and data management
website traffic growth should increase further which should have a
beneficial effect on the whole business.
While the results for the 14-month period demonstrated progress
compared to those for the year ended 31 January 2016 (the "prior
year"), the Company has been under-invested for some time and has
had to rely on the provision of Directors' loans, the subscription
for new shares by certain Directors and invoice discounting. The
revised capital structure will provide a much sounder platform for
managing the business and expanding it both organically and through
acquisition.
In addition to repaying the Company's indebtedness from the net
proceeds of the Placing, as referred to above, the Board proposes
to invest in new hires to focus on SEO, social media, subscription
acquisition, data management, events sales and editorial/content
creation. Furthermore, the Board plans to develop the Company's
investment platforms, such as "Growth Company Investor" and "What
Investment", as it believes that there is an opportunity to
capitalise on the fragmented and pressured marketplace in
investment research following the impact of MiFID II.
3. Use of proceeds
The net proceeds of the Placing will be used to repay the
Company's current indebtedness and for working capital
purposes.
4. Current trading and outlook
On 11 August 2017, Vitesse announced its audited final results
for the 14-month period ended 31 March 2017 which contained the
following statement on current trading:
"Trading in the current year to date is in line with the Board's
expectations. The Board's strategy has been to focus the Group's
resources on the Events division where it sees more opportunities.
We intend to continue with this strategy, whilst at the same time
we intend to invest in our media businesses, which we believe will
improve the Group's performance in what is a changing market.
The business is in a much stronger position than it has been for
some time and the Board is confident this will be reflected in the
Group's trading performance in the year ahead."
5. Details of the Placing
The Company proposes to raise gross proceeds of GBP2.15 million
through the issue of 107,500,000 Placing Shares at the Placing
Price by way of a placing to certain institutional and other
investors. The Placing Shares will represent approximately 62.5 per
cent. of the Enlarged Share Capital.
The Board believes that raising equity finance using the
flexibility provided by a non-pre-emptive placing is the most
appropriate and optimal structure for the Company at this time.
This allows both certain existing Shareholders and certain new
investors the opportunity to participate in the Placing and avoids
the requirement for a prospectus, which is a costly and
time-consuming process.
The Placing Shares when issued will rank pari passu with the
Existing Ordinary Shares and will rank in full for any dividends
and distributions paid or made in respect of the Ordinary Shares
following Admission. Application will be made for the Placing
Shares to be admitted to trading on AIM. It is expected that
Admission will become effective and dealings in the Placing Shares
will commence on AIM at 8.00 a.m. on 27 September 2017.
Under the Placing Agreement, Stockdale has conditionally agreed
to act as placing agent to the Company and to use reasonable
endeavours to procure placees to subscribe for the Placing Shares
at the Placing Price.
The Placing Agreement is conditional upon (amongst other things)
the satisfaction of the following conditions:
(a) the passing of the Resolutions to be proposed at the General Meeting;
(b) Admission taking place no later than 27 September 2017 (or
such later time and date as the Company and Stockdale may agree
being no later than 13 October 2017);
(c) there being no breach of warranty in the Placing Agreement prior to Admission; and
(d) the performance by the Company of its obligations under the
Placing Agreement and/or other terms of or conditions to the
Placing prior to Admission.
The Placing Agreement contains certain customary warranties from
the Company in favour of Stockdale in relation to, inter alia, the
accuracy of the information contained in this document and certain
other matters relating to the Group and its business. In addition,
the Company has given certain undertakings to Stockdale and has
agreed to indemnify Stockdale in relation to certain customary
liabilities they may incur in respect of the Placing. Stockdale has
the right to terminate the Placing Agreement in certain
circumstances prior to Admission including inter alia: (i) for
certain force majeure events or other events involving certain
material adverse changes or prospective material adverse changes
relating to the Group; or (ii) in the event of a breach of the
warranties or other obligations of the Company set out in the
Placing Agreement.
Under the Placing Agreement the Company has agreed to pay
certain fees and commission to Stockdale and certain other costs
and expenses in connection with the Placing and Admission.
6. Related Party Transactions
Each of Simon Stilwell and Anthony Cross has agreed to subscribe
for 10,486,201 Placing Shares and 24,986,201 Placing Shares
respectively in the Placing. As Simon Stilwell is a Director and
due to the size of Anthony Cross' existing holding of 7,013,799
Existing Ordinary Shares, representing approximately 10.9 per cent.
of the Company's current issued share capital, each of these
transactions is considered to be a related party transaction
pursuant to AIM Rule 13 of the AIM Rules. The Directors (other than
Simon Stilwell) consider, having consulted with Stockdale, that the
terms of each of Simon Stilwell and Anthony Cross' participation in
the Placing is fair and reasonable insofar as the Shareholders are
concerned. Immediately following Admission, it is envisaged that
Simon Stilwell will hold 17,500,000 Ordinary Shares, representing
approximately 10.17 per cent. of the Enlarged Share Capital, and
Anthony Cross will hold 32,000,000 Ordinary Shares, representing
approximately 18.6 per cent. of the Enlarged Share Capital.
7. Application for Admission
Application will be made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM. Admission of the
Placing Shares is expected to take place, and dealings on AIM are
expected to commence, at 8.00 a.m. on 27 September 2017 (or such
later times and/or dates as may be agreed between the Company and
Stockdale).
8. General Meeting
The General Meeting of the Company, notice of which is set out
at the end of this document, is to be held at the offices of
Stephenson Harwood LLP, 1 Finsbury Circus, London EC2M 7SH on 26
September 2017 at 10.15 a.m. (or as soon thereafter as the
Company's Annual General Meeting convened for 10.00 a.m. that day
shall have concluded or been adjourned). The General Meeting is
being held for the purpose of considering and, if thought fit,
passing the Resolutions to approve the Placing.
A summary and explanation of the Resolutions is set out below.
Shareholders should read this section in conjunction with the
Resolutions contained in the Notice of General Meeting.
Resolution 1: Resolution 1 comprises an Ordinary Resolution to
authorise the Directors to allot the Placing Shares as well as
replacing and renewing the general authority taken at the Company's
Annual General Meeting to permit allotments of new shares
representing up to approximately one-third of the Enlarged Share
Capital.
Resolution 2: Resolution 2 comprises a Special Resolution to
disapply the statutory pre-emption rights that would otherwise
apply in respect of an issue of new shares for cash and relates to
the issue of the Placing Shares as well as replacing and renewing
the general authority taken at the Company's Annual General Meeting
to permit allotments of new shares for cash representing up to
approximately ten per cent. of the Enlarged Share Capital.
9. Action to be taken in relation to the General Meeting
You will find enclosed a Form of Proxy for use at the General
Meeting. Whether or not you intend to be present at the General
Meeting, you are requested to complete the Form of Proxy in
accordance with the instructions printed on it and to return it as
soon as possible and in any case so as to be received by the
Company's registrars, Share Registrars, The Courtyard, 17 West
Street, Farnham, Surrey GU9 7DR, no later than 10.15 a.m. on 22
September 2017. Completion and return of the Form of Proxy will not
prevent you from attending the meeting and voting in person if you
wish.
10. Recommendation and voting intentions
The Directors believe that the Placing is in the best interests
of the Company and its Shareholders as a whole. Accordingly, the
Directors unanimously recommend that Shareholders vote in favour of
the Resolutions as they intend to do, or procure, in respect of
their beneficial holdings, amounting in aggregate to 14,397,300
Ordinary Shares, representing 22.3 per cent. of the Existing
Ordinary Shares.
Yours faithfully,
David Smith
Non-Executive Chairman"
Expected Timetable of Principal 2017
Events
Despatch of the Circular and 8 September
the Form of Proxy
Latest time and date for receipt 10.15 a.m. on 22
of Forms of Proxy for the General September
Meeting
General Meeting 10.15 a.m. on 26
September
Admission and dealings in the 8.00 a.m. on 27
Placing Shares expected to September
commence
CREST accounts credited with on 27 September
Placing Shares in uncertificated
form
Despatch of share certificates by 4 October
in respect of Placing Shares
to be issued in certificated
form
Notes:
(1) Each of the times and dates set out in the above timetable
and mentioned in this announcement is subject to change by the
Company (with the agreement of Stockdale), in which event details
of the new times and/or dates will be set out in an appropriate
announcement to be made by the Company on a Regulatory Information
Service.
(2) References to times in this announcement are to London times unless otherwise stated.
DEFINITIONS
The following definitions apply throughout this announcement
unless the context otherwise requires:
Act the Companies Act 2006;
Admission admission of the Placing
Shares to trading on AIM
and such admission becoming
effective in accordance with
the AIM Rules;
AIM the AIM market operated by
the London Stock Exchange;
AIM Rules the rules of AIM as set out
in the publication entitled
'AIM Rules for Companies'
published by the London Stock
Exchange from time to time;
Board or Directors the board of directors of
the Company;
Circular or this the document dated 8 September
document 2017;
Closing Price the closing middle market
quotation of an Ordinary
Share as published by the
London Stock Exchange;
Company or Vitesse Vitesse Media Plc, a company
incorporated in England and
Wales with registered number
2607995 and having its registered
office at 5th Floor, 6 St
Andrew Street, London EC4A
3AE;
CREST the relevant system (as defined
in the CREST Regulations)
in respect of which Euroclear
UK & Ireland Limited is the
Operator (as defined in the
CREST Regulations);
CREST Regulations the Uncertificated Securities
Regulations 2001, as amended;
Enlarged Share Capital the issued share capital
of the Company immediately
following Admission comprising
the Existing Ordinary Shares
and the Placing Shares;
Existing Ordinary the 64,561,232 Ordinary Shares
Shares in issue as at the date of
this document;
FCA the Financial Conduct Authority;
Form of Proxy the form of proxy accompanying
the Circular relating to
the General Meeting;
General Meeting the general meeting of the
Company, notice of which
is set out at the end of
the Circular, and including
any adjournment(s) thereof;
Group the Company and its subsidiary
undertakings at the date
of this document (as defined
in sections 1159 and 1160
of the Act);
London Stock Exchange London Stock Exchange plc;
MiFID II Markets in Financial Instruments
Directive II
Notice of General the notice of General Meeting
Meeting set out at the end of the
Circular;
Ordinary Shares ordinary shares of 1 penny
each in the capital of the
Company;
Placing the proposed placing of Placing
Shares announced by the Company
on 8 September 2017;
Placing Price 2.0 pence per Placing Share;
Placing Shares the 107,500,000 new Ordinary
Shares to be issued by the
Company under the Placing;
Registrars Share Registrars Limited,
The Courtyard, 17 West Street,
Farnham, Surrey GU9 7DR;
Regulatory Information has the meaning given in
Service the AIM Rules;
Resolutions the resolutions to be proposed
at the General Meeting which
are set out in full in the
Notice of General Meeting;
Shareholders holders of Ordinary Shares;
Stockdale Stockdale Securities Limited;
UK or United Kingdom the United Kingdom of England,
Scotland, Wales and Northern
Ireland; and
US the United States of America,
its territories and possessions,
any state of the United States
of America and the District
of Columbia
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) 596/2014 ("MAR"),
encompassing information relating to the Placing as described
above, and is disclosed in accordance with the Company's
obligations under Article 17 of MAR.
Defined terms used in this announcement will have the meaning
(unless the context otherwise requires) as set out in the Circular
being posted to Shareholders shortly, which will be available
shortly thereafter on the Company's website
www.vitessemedia.co.uk.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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