BGT Bright Things

 

TIDMBGT 
 
RNS Number : 7337E 
Bright Things plc 
24 December 2009 
 

 
 
 
 
Bright Things Plc 
Acquisition, Placing and Appointment of Directors 
 
 
Bright Things plc ("Bright Things" or "Company") is pleased to announce it has 
conditionally agreed to acquire the entire issued share capital of Get On With 
It Limited ("GOWIT") ("the Acquisition"), raise GBP500,000 of new working 
capital for the Company ("the Subscription") and appoint a new non-executive 
director. 
 
 
Background to the Acquisition 
 
 
In November 2007, the Company acquired CommonWorld Limited ("CommonWorld") which 
owns the intellectual property underpinning the Company's SocialGO networking 
product. At that time, CommonWorld entered into a services agreement with GOWIT 
pursuant to which GOWIT agreed to provide development and support services to 
Bright Things in relation to SocialGO. Under the terms of the Services 
Agreement, the Company has been paying a monthly fee to GOWIT for its services, 
including the employment costs of GOWIT employees. The services agreement 
further provides that GOWIT is entitled to a royalty of 7.5 per cent. on all net 
sales of SocialGO in excess of GBP2 million. 
 
 
Terms of the Acquisition 
 
 
The consideration for GOWIT is being satisfied by the issue of 34,999,999 new 
ordinary shares of 1 penny each ("Ordinary Shares") which have an aggregate 
value of GBP402,500 at the closing mid market price on 23 December 2009 of 1.15 
pence ("Consideration Shares") and the grant of 41,625,000 warrants to subscribe 
for Ordinary Shares, exercisable at a price of 1.25 pence per share ("Vendor 
Warrants"). 
 
 
11,666,667 of the Consideration Shares will be allotted and issued to the 
Vendors on completion ("Initial Consideration Shares"). The balance 23,333,332 
Consideration Shares will be allotted and issued in four equal tranches on the 
first four anniversaries of completion ("Deferred Consideration Shares"). In 
certain circumstances, the Company will be able to reduce the amount of Deferred 
Consideration Shares to be allotted and issued to satisfy any claim under the 
warranties, indemnities or tax covenant contained within the acquisition 
agreement. 
 
 
11,666,667 of the Vendor Warrants will be granted and vest immediately upon 
completion and are exercisable at any time during the 5-year period immediately 
following their grant ("Initial Warrants"). The balance 29,958,333 Vendor 
Warrants, which are otherwise granted on the same terms as the Initial Warrants, 
will not vest or become exercisable until the first anniversary of completion 
("Deferred Warrants"). 
 
 
In the event of a change of control of the Company or a voluntary winding-up, 
allotment and issue of the Deferred Consideration Shares, and vesting of the 
Deferred Warrants, will be accelerated. 
 
 
The Acquisition is conditional, inter alia, on the passing of the resolutions 
("Resolutions") to be proposed at a general meeting of the Company to be held on 
11 January 2010 ("the General Meeting") and admission of the Initial 
Consideration Shares to trading on AIM, which is expected to occur on 12 January 
2010. 
 
 
Details of the Subscription 
Bentworth Holdings Limited, which trades as Veddis Ventures ("Veddis Ventures") 
has conditionally agreed to subscribe for 40,000,000 new Ordinary Shares at a 
price of 1.25 pence per share ("the Subscription Shares"). The Subscription is 
conditional, inter alia, on the passing of the Resolutions and admission of the 
Subscription Shares to trading on AIM. The net proceeds of the Subscription will 
provide additional working capital for the Company as it moves forward with its 
sales and marketing initiatives, particularly in the United States, where the 
product has now been launched. 
 
 
The terms of the Subscription Agreement provide that, for so long as it holds 
not less than 4 per cent. of the issued share capital of the Company from time 
to time, Veddis Ventures shall be entitled to appoint a non-executive director 
to the board of Bright Things, provided such person is first approved by the 
Board and the Company's nominated adviser. It is proposed that the first 
non-executive director to be appointed by Bentworth shall be Mr Vikrant 
Bhargava. 
 
 
The Company has also agreed to grant to Veddis Ventures options to subscribe for 
up to 15,000,000 new Ordinary Shares, vesting as to 250,000 shares per month 
from admission of the Subscription Shares to trading on AIM, exercisable at a 
price of 1.25 pence per new Ordinary Share which shall become exercisable in 
respect of 3,000,000 Ordinary Shares per year on the first to fifth 
anniversaries of grant, and 2,890,873 warrants to subscribe for Ordinary Shares 
which are to be granted on the same terms as the Deferred Warrants described 
above. 
 
 
New Board members and Director Resignation 
It is proposed that on completion of the Acquisition, Stephen Hardman and 
Alexander Halliday, who are directors of GOWIT, will join the Board as joint 
Managing Directors of the Company. 
 
 
Stephen Hardman, aged 41, is currently a director of GOWIT and Adinway Property 
Management Limited. Mr Hardman was previously a director within the last five 
years of CommonWorld, Seckloe 377 Limited and Seckloe 383 Limited. Mr Hardman 
resigned as a director of Motor Sport Developments Limited on 9 October 2003 and 
that company entered into a company voluntary arrangement with creditors on 24 
November 2003 which was completed on 8 January 2007. In addition Mr Hardman was 
a director of MSD Special Vehicle Engineering Limited which was dissolved on 10 
March 2007. 
 
 
Alexander Myles Molyneux Halliday, aged 24, is currently a director of GOWIT and 
Complete Creative Communications Limited.  Mr Halliday was previously a director 
within the last five years of CommonWorld and was also a director of Creative 
Communication Limited which was dissolved on 4 March 2009. 
 
 
As described above, subject to completion of the Subscription, Vikrant Bhargava 
has agreed to join the Board as a non-executive director. 
 
 
Mr Bhargava, aged 39, was a co-founder and the Group Marketing Director of 
PartyGaming Plc, a company listed on the London Stock Exchange. He spearheaded 
PartyPoker's growth from a start-up site in 2001 to the world's largest poker 
room with revenues of circa US$ 1 billion in 2006. 
 
 
Mr Bhargava stepped down from his role at PartyGaming in 2006 and has since been 
involved with a number of projects as well as seeking interesting opportunities 
mainly in the media, e-commerce and real estate sectors.He is also focused on 
building LetzDream, a non-profit, self-sustaining platform to help organisations 
engaged in social projects scale up by providing access to human and financial 
capital. 
 
 
Mr Bhargava is an alumnus of the Indian Institute of Technology, Delhi (1994) 
and the Indian Institute of Management, Calcutta (1996). 
 
 
Mr Bhargava is currently a director of Muzicall Limited and within the previous 
five years was a director of Bentworth Holdings Limited and PartyGaming Plc. 
 
 
There is no other information that requires disclosure in accordance with 
paragraph (g) of Schedule 2 of the AIM Rules for Companies 
 
 
Upon joining the Board, Mr Hardman and Mr Halliday will be granted a total of 
13,309,211 EMI Share Options, split as to 6,263,158 options to Mr Hardman and 
7,046,053 options to Mr Halliday. In addition, it is proposed that certain other 
employees of GOWIT, including Mr Ross Crawford, one of the Vendors, will receive 
a total of 5,065,789 EMI Share Options. The EMI Share Options are exercisable at 
a price of 4 pence per new Ordinary Share and will vest as to one third on the 
second anniversary of grant, one third on the third anniversary of grant and one 
third on the fourth anniversary of grant. 
 
 
Finally, upon Mr Bhargava joining the Board, Matthew Tims will step down as 
non-executive director. 
 
 
 
 
Further Information 
 
 
Bright Things PLC0845 299 7289 
Dominic Wheatley, CEO 
Edward Levey, Finance Director 
 
 
Astaire Securities Plc 020 7448 4400 
William Vandyk 
 
www.brightthings.com 
www.SocialGO.com 
 
 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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