TIDMEVRH
RNS Number : 2586K
EVR Holdings PLC
20 September 2016
For immediate release 20 September 2016
EVR Holdings plc
('EVR' or the 'Company')
Placing to raise GBP3.4 million
Notice of General Meeting
The Board of EVR Holdings plc (AIM: EVRH), one of the leading
creators of virtual reality content, announces that it has
successfully raised GBP3.4 million (before expenses) through an
oversubscribed placing of 200,000,005 New Ordinary Shares of 1
penny each to new and existing investors, at an Issue Price of 1.7
pence per share. Under the Placing, each Placee will also receive
one Warrant for every six Placing Shares subscribed for as part of
the Placing, exercisable at 1.85 pence per share.
Having recently announced a partnership agreement with the
largest mobile communication provider in Germany, that will see a
'lite' version of the MelodyVR app showcased across 665 O(2)
branded stores, the proceeds of this placing will be used to drive
further corporate expansion, in particular in the United States of
America (USA) where MelodyVR continues to explore opportunities
with a number of strategic partners. Noting the increased awareness
of virtual reality throughout the USA and a recent series of high
profile VR related investments, MelodyVR will seek to increase its
presence in Los Angeles and New York, where it will be able to
service its relationships with major US record labels, artists and
virtual reality hardware manufacturers more easily.
Prior to the launch of the MelodyVR cross-platform app later
this year, the Company intends to make a series of key hires to
strengthen further its licensing, development and marketing teams.
The Company also intends to execute upon a number of worldwide
marketing and PR initiatives in order to increase consumer
awareness and anticipation. The fundraising will also enable
MelodyVR to extend the capacity of its live music capture and
digital content creation capabilities both in the UK and overseas,
expanding upon existing infrastructure and increasing research
& development in areas such as post production and camera
technology.
The Placing, is conditional, amongst other things, on the
passing of the Resolutions to be proposed at the General Meeting of
the Company to be held on 10 October 2016, notice of which will be
set out in the Circular to be posted to Shareholders and which will
also be made available on the Company's website at
www.evrholdings.com.
The New Ordinary Shares will rank pari passu with the Existing
Ordinary Shares in all respects, including the right to receive all
dividends or other distributions declared, made or paid by the
Company by reference to record dates falling after their respective
dates of allotment.
Application will be made to the London Stock Exchange for the
New Ordinary Shares to be admitted to trading on AIM. It is
expected that Admission of the New Ordinary Shares will become
effective on 11 October 2016 and that dealings for normal
settlement in the New Ordinary Shares will commence at 8.00 a.m. on
11 October 2016.
Steven Hancock and Sean Nicolson and Peter Read's pension
trustee have subscribed for New Ordinary Shares. Such placees are
"related parties" of the Company as defined in the AIM Rules by
virtue of being Directors of the Company. Accordingly, each of
their participations in the Placing is treated as a "related party
transaction" under the AIM Rules.
The Independent Directors (who are independent for the purposes
of the related party transaction under the AIM Rules), having
consulted with SPARK in its capacity as the Company's nominated
adviser for the purpose of the AIM Rules, consider that the
participation of each of Steven Hancock and Sean Nicolson and Peter
Read's pension trustee in the Placing is fair and reasonable
insofar as the shareholders of the Company are concerned. Steven
Hancock, Sean Nicolson and Peter Read have not taken part in the
Board's decision to proceed with the Placing.
Anthony Matchett, Chief Executive Officer of EVR Holdings, said:
"We are pleased to announce an oversubscribed fundraise of GBP3.4
million which demonstrates the support and confidence of both new
and existing institutional shareholders. The additional capital
raised will enable EVR and MelodyVR, to accelerate our strategic
expansion into new territories and to further increase the size of
our virtual reality content library prior to the commercial launch
of our VR music platform later this year."
- Ends -
The announcement contains information which, prior to its
disclosure, was inside information for the purposes of the Market
Abuse Regulation.
For further information:
EVR Holdings plc
Sean Nicolson, Chairman Tel: +44 (0) 20 7466
5000
Anthony Matchett, Chief www.evrholdings.com
Executive Officer
SPARK Advisory Partners Limited (Nominated
Adviser)
Neil Baldwin / Sean Wyndham-Quin Tel: +44 (0) 203 368
3550
www.sparkadvisorypartners.com
Peterhouse Corporate Finance Limited (Broker) Tel: +44 (0) 20 7469
0930
Eran Zucker / Lucy Williams www.pcorpfin.com
Media enquiries:
Buchanan
Henry Harrison-Topham / Jamie Tel: +44 (0) 20 7466
Hooper 5000
Stephanie Watson / Catriona
Flint
EVR@buchanan.uk.com www.buchanan.uk.com
Notes to Editors:
MelodyVR
MelodyVR is a wholly owned subsidiary of EVR Holdings plc
('EVR'), a company that is listed on the AIM market of the London
Stock Exchange under the ticker EVRH.L. EVR, a creator of virtual
reality content, joined AIM on 16 May 2016 following a reverse
takeover of Armstrong Ventures plc. Further information can be
viewed at www.evrholdings.com
Virtual Reality in 2016
The virtual reality industry is growing at a significant rate
and 2016 is on course to be the breakout year with launches of
Oculus Rift, Playstation VR and HTC Vive. According to Deloitte the
industry is expected to break the US$1bn barrier for the first time
this year and Goldman Sachs estimate that the market could be worth
US$80bn by 2025.
The following information has been extracted without material
adjustment from the draft circular to be posted to EVR shareholders
(the "Circular"). Copies of the Circular will be available at the
offices of SPARK Advisory Partners, 5 St John's Lane, Farringdon,
London EC1M 4BH.
PLACING OF 200,000,005 NEW ORDINARY SHARES AT 1.7 PENCE PER
SHARE TOGETHER WITH ONE WARRANT FOR EVERY SIX NEW ORDINARY SHARES
SUBSCRIBED FOR
SUBSCRIPTION FOR 5,232,805 NEW ORDINARY SHARES
and
NOTICE OF GENERAL MEETING
Introduction
The Company is pleased to report that its placing agent,
Intrinsic, has conditionally placed 200,000,005 New Ordinary Shares
with new and existing investors at a Placing Price of 1.7 pence per
share, thereby raising anticipated net proceeds for the Company of
approximately GBP3,240,125. Under the Placing, each Placee will
also receive one Warrant for every six Placing Shares subscribed
for in the Placing, exercisable at 1.85 pence per share.
The purpose of this announcement is to explain the background
to, and reasons for, the Placing, to set out why the Board
considers the Placing to be in the best interests of its
Shareholders as a whole and to seek Shareholders' approval for
these proposals.
The Placing and Subscription
The Company is proposing a Placing of 200,000,005 New Ordinary
Shares at the Issue Price of 1.7 pence per share. Under the
Placing, each Placee will also receive one Warrant for every six
Placing Shares subscribed for in the Placing and with each Warrant
entitling the holder to subscribe for one Ordinary Share. Further
details of the Warrants to be issued are set out below.
5,232,805 New Ordinary Shares are also conditionally being
subscribed for by Intrinsic's sub-placing agent, Sports Resources
Group Limited, at the Issue Price in connection with the Placing.
The subscription for those Adviser Shares shall be funded from part
of the commission it is entitled to from Intrinsic in respect of
certain advisory services it has provided in connection with the
Placing.
The New Ordinary Shares to be issued pursuant to the Placing and
Subscription will represent approximately 22.22% of the Enlarged
Share Capital.
The Placing will raise gross proceeds of GBP3,400,000
(approximately GBP3,240,125 net of expenses), which will enable the
Company to accelerate our strategic expansion into new territories
and to further increase the size of our virtual reality content
library prior to the launch of our VR music platform later this
year. Further details of the use of proceeds are set out below. As
the issue of the New Ordinary Shares and Warrants will exhaust the
Director's existing share authorities, the General Meeting is being
called in order to seek Shareholders' approval to grant new share
authorities to the Directors and thus enable the Placing to proceed
to completion.
The Placing and Subscription are each therefore conditional
upon:
-- the Resolutions being passed at the General
Meeting without amendment; and
-- Admission of the New Ordinary Shares
taking place on or before 31 October
2016 (or such later date as may be agreed
by the Company and Intrinsic).
The New Ordinary Shares will rank pari passu with the Existing
Ordinary Shares in all respects, including the right to receive all
dividends or other distributions declared, made or paid by the
Company by reference to record dates falling after their respective
dates of allotment.
Application has been made to the London Stock Exchange for the
New Ordinary Shares to be admitted to trading on AIM. It is
expected that Admission of the New Ordinary Shares will become
effective on 11 October 2016 and that dealings for normal
settlement in the New Ordinary Shares will commence at 8.00 a.m. on
11 October 2016.
The Placees will be issued one Warrant for every six Placing
Shares subscribed by them in the Placing. These Warrants shall
entitle Placees to be able to subscribe for one new Ordinary Share
for each Warrant held at an exercise price of 1.85 pence per share
at any time up and until 16 October 2019. The Warrants will be
freely transferable and issued in registered form, with the
register of Warrants being kept by the Company or its appointed
agent. Following Admission, warrant certificates representing the
relevant number of Warrants to be issued to Placees, are expected
to be despatched by post within 14 days of Admission, at the sole
risk of Placees.
The total costs related to the Placing amount to approximately
GBP159,845. SRG has acted as Intrinsic's sub-agent in connection
with the Placing which it shall be entitled to be paid a fee from
the total commission payable by the Company to Intrinsic for
certain services it has provided in respect of the Placing.
Intrinsic and SRG have agreed that they will use a total of
GBP88,957 of such commission and fees which they are entitled to
receive in order to subscribe for the Adviser Shares at the Issue
Price of 1.7 pence per share at the time of completion of the
Placing. No warrants are being issued in connection with the
subscription for Adviser Shares.
Related party transaction
Steven Hancock and I have each agreed to subscribe for 882,352
Placing Shares, respectively, pursuant to the Placing. Peter Read's
QNUP pension trustee has also agreed to subscribe for 1,470,588
Placing Shares pursuant to the Placing. All such subscriptions have
been made at the Issue Price and otherwise on the same terms as all
other Placees.
Steven Hancock, Peter Read and I are "related parties" of the
Company as defined in the AIM Rules by virtue of being Directors of
the Company. Accordingly, each of such participations in the
Placing is treated as a "related party transaction" under the AIM
Rules.
The Independent Directors (who are independent for the purposes
of the related party transaction under the AIM Rules), having
consulted with SPARK in its capacity as the Company's nominated
adviser for the purpose of the AIM Rules, consider that the
participation of each of Steven Hancock, Peter Read's pension
trustee and me in the Placing is fair and reasonable insofar as the
shareholders of the Company are concerned. Steven Hancock, Peter
Read and I have not taken part in the Board's decision to proceed
with the Placing.
Use of Proceeds
Prior to the launch of the MelodyVR cross-platform app later
this year, the Company intends to make a series of key hires to
strengthen further its licensing, development and marketing teams.
The Company also intends to execute upon a number of worldwide
marketing and PR initiatives in order to increase consumer
awareness and anticipation. The fundraising will also enable
MelodyVR to extend the capacity of its live music capture and
digital content creation capabilities both in the UK and overseas,
expanding upon existing infrastructure and increasing research
& development in areas such as post production and camera
technology.
General Meeting
Set out at the end of the Circular is a notice convening the
General Meeting of the Company to be held at Riverbank House, 2
Swan Lane, London, EC4R 3TT at 11.30 a.m. on 10 October 2016.
The Resolutions to be proposed at the General Meeting are as
follows:
Resolution 1 seeks Shareholders' approval for the directors to
be authorised to allot shares and grant rights to subscribe for or
convert any securities into shares in the Company. Under the
provisions of section 551 of the Companies Act 2006, the directors
are not permitted to allot shares or grant such rights unless
authorised to do so by the shareholders. The Directors consider it
appropriate that they be granted authority to allot shares or grant
rights in the capital of the Company up to a maximum nominal amount
of GBP11,621,611.30, representing the New Ordinary Shares and the
Warrants to be issued in connection with the Placing and
Subscription and a general authority in respect of up to an
additional 100% of the Enlarged Share Capital. This power will last
until the conclusion of the next annual general meeting or, if
earlier, 15 months after the date of the resolution, except in so
far as commitments to allot shares have been entered into before
that date. The directors have no present intention of exercising
this authority other than in connection with the Placing and
Subscription.
Resolution 2 supplements the Directors' authority to allot
shares and grant rights in the Company proposed by resolution
1.Section 561 of the Companies Act 2006 requires a company
proposing to allot equity securities (which includes selling shares
held in treasury) to offer them first to existing shareholders in
proportion to their existing shareholdings. Equity securities
includes ordinary shares, but does not include shares issued under
employee share schemes. If resolution 2 is passed, the requirement
imposed by section 561 will not apply to allotments by the
Directors in respect of the issue of the New Ordinary Shares and
Warrants in connection with the Placing and Subscription and also
in the following cases:
-- in connection with a rights (or similar)
issue, where strict application of the
principle in section 561 could (for example)
either result in fractional entitlements
to shares arising or require the issue
of shares where this would be impractical
because of local, legal or regulatory
requirements in any given overseas jurisdiction;
and
-- allotments of equity securities for cash
on a non pre-emptive basis up to a total
nominal value of GBP9,235,949.86
(representing 100% of the Enlarged Share
Capital). This gives the Directors flexibility
to take advantage of business opportunities
as they arise.
This authority will expire at the conclusion of the next annual
general meeting or, if earlier, 15 months after the date of the
resolution, except in so far as commitments to allot shares have
been entered into before that date.
The attention of Shareholders is also drawn to the voting
intentions of the Independent Directors as set out in the paragraph
entitled "Recommendation" below.
Recommendation
The Directors believe that the Placing and Subscription are in
the best interests of the Company and its Shareholders as a whole.
Accordingly, the Independent Directors recommend that Shareholders
vote in favour of the Resolutions, as they intend to do in respect
of their own individual holdings amounting, in aggregate, to
approximately 29.97 % of the Existing Ordinary Shares.
Action to be taken
A Proxy Form for use at the General Meeting accompanies the
Circular. The Proxy Form should be completed in accordance with the
instructions thereon and returned to the Company's registrars,
Neville Registrars Limited, at Neville House, 18 Laurel Lane,
Halesowen, West Midlands, B63 3DA, UK, as soon as possible, but in
any event so as to be received by no later than 48 hours before the
time of the General Meeting. The completion and return of a Proxy
Form will not preclude Shareholders from attending the General
Meeting and voting in person should they so wish.
Sean Nicolson
Chairman
20 September 2016
EXPECTED TIMETABLE
2016
Posting of circular 20 September
2016
Latest time and date for receipt 11.30 am, 8
of Proxy Forms October 2016
General Meeting 11.30 am, 10 October
2016
Admission and dealings in New
Ordinary Shares expected to commence 11 October 2016
Expected date for CREST stock
accounts to be credited with the 11 October 2016
New Ordinary Shares in uncertificated
form
Dispatch of definitive certificates
for New Ordinary Shares and Warrants 18 October 2016
The dates set out in the Expected Timetable of Principal Events
above and mentioned throughout the Circular may be adjusted by the
Company, in which event details of the new dates will be notified
via a Regulatory Information Service.
DEFINITIONS
The following definitions apply throughout this announcement
unless the context otherwise requires:
"Act" the Companies Act 2006 (as amended)
"Admission" the admission of the New Ordinary
Shares to trading on AIM becoming
effective in accordance with
the AIM Rules
"Adviser Shares" the 5,232,805 New Ordinary Shares
to be subscribed for by Intrinsic,
SRG and/or persons specified
by Intrinsic and/or SRG upon
completion of the Placing
"AIM" AIM, a market operated by the
London Stock Exchange
"AIM Rules" the AIM Rules for Companies
as published by the London Stock
Exchange from time to time
"Circular" the circular to Shareholders
containing the Notice of General
Meeting and setting out details
of the Placing and Subscription
and attaching the Proxy Form
"Company" EVR Holdings plc
"CREST" the computerised settlement
system (as defined in the CREST
Regulations) operated by Euroclear
which facilitates the transfer
of title to shares in uncertificated
form
"CREST Regulations" the Uncertificated Securities
Regulations 2001 (SI 2001/3755)
including any variation thereof
"Directors" or the directors of the Company
"Board" as at the date of this announcement
"Enlarged Share the Ordinary Shares in issue
Capital" immediately following Admission
"Euroclear" Euroclear UK & Ireland Limited
"Existing Ordinary the 718,362,177 existing Ordinary
Shares" Shares in issue at the date
of this announcement
"Existing Warrants" the total of 110,241,358 warrants
created by warrant instruments
on 17 July 2015, 30 July 2015
and 26 April 2016 that give
the holders thereof the right
to subscribe for one Ordinary
Share for each warrant held
at various exercise prices
"General Meeting" the general meeting of the Company
to be held at 11.30 a.m. on
10 October 2016 and which is
being convened pursuant to the
Notice of General Meeting
"Group" the Company, its subsidiaries
and its subsidiary undertakings
"Independent Directors" Simon Cole and Anthony Matchett
"Intrinsic" Intrinsic Capital LLP
"Issue Price" 1.7 pence per New Ordinary Share
"London Stock London Stock Exchange plc
Exchange"
"New Ordinary the Placing Shares and the Adviser
Shares" Shares
"Notice of General the notice convening the General
Meeting" Meeting set out at the back
of the Circular
"Ordinary Shares" ordinary shares of 1 penny each
in the capital of the Company
"Placee" a subscriber for Placing Shares
and attached Warrants pursuant
to the Placing
"Placing" the conditional placing of the
Placing Shares and Warrants,
further details of which are
set out in the Chairman's letter
contained in this announcement
"Placing Shares" the 200,000,005 new Ordinary
Shares to be issued to Placees
pursuant to the Placing conditional,
inter alia, upon the passing
of the Resolutions
"Proxy Form" the proxy form for use in connection
with the General Meeting which
accompanies the Circular
"Resolutions" the resolutions to be proposed
at the General Meeting and which
are set out in the Notice of
General Meeting
"SRG" Sports Resource Group Limited
"Shareholders" holders of Ordinary Shares
"Subscription" the subscription by SRG for
the Adviser Shares upon completion
of the Placing, details of which
are set out in the Chairman's
letter contained in this announcement
"Warrants" the warrants to be created and
which are to be granted to Placees
conditional, amongst other things,
upon the passing of the Resolutions,
on the basis of one warrant
for every six Placing Shares
subscribed for and with each
warrant giving the holder thereof
the right to subscribe for one
Ordinary Share at 1.85p per
share at any time on or before
16 October 2019
- Ends -
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCAKCDNCBKDACD
(END) Dow Jones Newswires
September 20, 2016 02:01 ET (06:01 GMT)
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