TIDMICON
RNS Number : 9373L
Iconic Labs PLC
18 January 2021
Iconic Labs Plc ("Iconic Labs" or the "Company")
Board Response to Announcement made by OTT Holdings
Iconic Labs Plc (LSE:ICON), a multidivisional new media and
technology business, notes the content of a press release issued by
OTT Holdings Limited ("OTT Holdings") on 15 January 2021 ("Press
Release") which makes various allegations against the Company and
its board of directors ("Board").
The Board do not accept the allegations and assertions made in
the Press Release which are wholly denied and wish to draw
shareholders attention to the following points:
-- To date the Company has not received a valid requisition notice to convene a general meeting
-- The Board has not called a general meeting of its
shareholders and no general meeting is scheduled to take place
-- Notwithstanding OTT Holding's claim in the Press Release,
that they are the "holder of 5,735,555,554 shares" in the Company,
OTT Holdings is not registered as a holder of any shares in the
Company by the Company's share registrar
-- Initial enquiries suggest that OTT Holdings is a Cyprus based
developer of hotels, and which does not appear to have any
commercial interest or experience in the social media and
publishing industry in which the Company conducts its
operations
-- As part of the process of being satisfied as to who is the
ultimate owner of these shares (and whether there are any connected
parties acting in concert), the Company is seeking to clarify how
the ultimate owner of these shares acquired them, on what basis and
whether they are acting in concert with other shareholders
Further, the Board notes the allegations made by OTT Holdings in
the Press Release concerning an alleged lack of commercial progress
which is completely refuted by the Board. The Company has continued
to make substantial progress in increasing the revenues and
developing the operations of the Company, enabling it to move
towards its aim of being profitable. In the last 22 months the
Board has had to restructure the previous WideCells business that
was close to insolvency and has built a new media business from
zero revenues to now running at an annual revenue run rate of over
GBP1m a year. The large majority of these revenues come from
management service agreements which Iconic was only able to obtain
because of the skills and experience of the Board in managing
digital media businesses. It should also be noted that during the
last 20 months, the Board members and the Company's advisors have
deferred substantial parts of their salaries and fees in order to
invest in the growth of the Company.
The Company agrees that OTT is correct in identifying that the
involvement of European High Growth Opportunities Securitization
Fund ("EHGOF") in the Company pre-dates the involvement of any of
the current board members or David Sefton.
It is also noted that the Board inherited the convertible
financing structure put in place by the previous management team
with EHGOF and subsequently the Board has been very clear that it
believes the share price of the Company has been negatively
affected by this type of facility
The facility with EHGOF was terminated by the Company when EHGOF
refused to provide the investment monies due under a loan note for
which it had subscribed. The Company considers the obligation to
provide investment monies was, following a subscription for the
loan notes by EHGOF, unconditional and was the sole purpose of the
Company entering into the facility. This followed several instances
of EHGOF being late in providing investment monies when obliged to
do so, but the Company does not know the reason why monies were
being withheld by EHGOF. Following the termination of the facility
with EHGOF, Alpha Blue Ocean ("ABO"), on behalf of EHGOF, then, in
the Company's view, reneged on an agreement in principle for
settlement of all outstanding loan notes. The Company has always
been and remains open to reaching a settlement agreement with EHGOF
on commercially practical and sensible terms.
The Board is aware that if the proposals referred to in the OTT
Holdings Press Release in respect of changing the composition of
the Board at a general meeting were ever to be effected, this would
give Greencastle Capital a right (which it can exercise at its sole
discretion) to terminate either or both of the management services
agreements that exist between Greencastle Capital and the Company,
and which are in respect of the JOE Media and TheLondonEconomic
businesses. Given that the management services agreements
constitute the large majority of the revenues the Board does not
believe this would be in the best interests of its shareholders as
a whole.
It should be noted that the Board is united in respect of these
matters and were the proposals suggested by OTT Holdings in its
Press Release as to the changing of the composition of the Board to
be effected then all of the members of the Board would resign.
Finally, despite the allegations made by OTT Holdings in the
Press Release, the Board remains resolute that it will seek to act
in the best interests of its shareholders and stakeholders as a
whole. For the avoidance of any doubt, the Board as a collective
will seek to protect the reputation of the Company and its Board
and take all actions that are necessary to do so.
Market Abuse Regulation (MAR) Disclosure
The information contained within this announcement is deemed by
the Company to constitute inside information for the purposes of
the Market Abuse Regulation (EU) No. 596/2014. Upon the publication
of this announcement via a Regulatory Information Service, this
inside information is now considered to be in the public
domain.
**ENDS**
For further information, please visit the Company's website
www.iconiclabs.co.uk or contact:
Damon Heath Shard Capital Partners Tel: +44 (0) 20 7186
LLP 9950
Iconic Labs ir@iconiclabs.co.uk
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This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
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Kingdom. Terms and conditions relating to the use and distribution
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RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
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END
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(END) Dow Jones Newswires
January 18, 2021 02:00 ET (07:00 GMT)
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