TIDMLION
RNS Number : 8508K
Lionsgold Limited
13 April 2018
Lionsgold Limited
("Lionsgold", "LION" or the "Company")
Offer to Become 100% Owner Of Goldbloc
Lionsgold (LON: LION), the AIM quoted company focused on the
exploration, production and retail application of physical gold,
including the development of the digital currency Goldbloc,
announces that it has made a GBP1.35m share-for-share offer to the
remaining shareholders of TRAC Technology Ltd ("TRAC") with a view
to increasing Lionsgold's shareholding from 55% up to 100%.
Highlights:
-- Lionsgold has offered new ordinary shares in Lionsgold based
on the 10-day volume weighted average price ("vwap") at close of
trading on 12 April 2018 of 2.3271p each (the "Consideration
Shares"), to the holders of the remaining 45% of TRAC ("TRAC
Shareholders"), based on an equity valuation of GBP3,000,000 (the
"Offer").
-- The purpose of the Offer is to consolidate ownership of TRAC
under Lionsgold to increase flexibility and shorten timeframes for
implementing corporate and business strategies moving forward with
TRAC and its digital gold currency, Goldbloc.
-- By exchanging TRAC shares for Lionsgold shares, TRAC
Shareholders maintain a financial interest in Goldbloc and exposure
to its potential upside through their Lionsgold shareholding.
-- TRAC CEO, Ralph Hazell and his partner have agreed to sell
their aggregate holding of 25.63% of TRAC to Lionsgold under the
terms of the Offer.
-- LION CEO, Cameron Parry has also agreed to sell his 5%
shareholding in TRAC to Lionsgold under the terms of the Offer
increasing Lionsgold's minimum level of direct ownership of
Goldbloc upon close of the Offer to above 85%.
-- Should Lionsgold become 100% owner of TRAC, the board of
Lionsgold intends to assign to TRAC the three-year exclusive right
to utilise the Railsbank Technology Ltd ("Railsbank") platform for
physical gold and gold derivatives to be transacted through bank
accounts.
-- By consolidating the full ownership of TRAC and the
assignment of the three year exclusive rights to the Railsbank
platform for gold products, LION's board believes this should
enable the value of TRAC and Goldbloc to be optimised for the
benefit of all Lionsgold shareholders including the TRAC
shareholders that become LION shareholders.
-- The Offer closes at 5.00 p.m. on Friday 20 April 2018.
Lionsgold Non-Executive Chairman, David Price, commented:
"Lionsgold intends to significantly increase its ownership from the
current 55% of its subsidiary TRAC Technology Ltd, the entity in
which the digital gold currency Goldbloc, has been developed.
Lionsgold also owns 12.5% of Railsbank - the developer of the
banking and compliance platform that Goldbloc requires to be able
to utilise physical gold in customers' bank accounts. Lionsgold
owns a three-year exclusive right to utilise the Railsbank platform
for gold related products to be transacted in bank accounts and
should TRAC become a 100% wholly owned subsidiary, Lionsgold shall
assign that exclusive right to TRAC, creating certainty for
Goldbloc as well as future opportunities for gold-related products
that can be developed within TRAC.
"The Goldbloc mobile phone banking application is on schedule
for release in the UK this quarter. The board considers the full
buy-out of TRAC to be strategically and operationally important and
we believe the timing of this corporate transaction at the current
valuation to be opportune as we expect the understanding,
acceptance and value of Goldbloc to increase with product rollout.
The Offer has been made to all TRAC Shareholders and should the
value of Goldbloc increase, current TRAC shareholders who accept
the Offer would share in the benefit of that increase as Lionsgold
shareholders.
"We look forward to providing further details upon completion of
the Offer."
Details of the Offer
Based on the 10 day vwap of 2.3271p, Lionsgold is to offer
58,012,118 LION shares for the remaining 1,032 (45%) TRAC shares
not currently owned by Lionsgold.
TRAC CEO Ralph Hazell and partner and LION CEO Cameron Parry
have agreed to exchange their TRAC shares for Lionsgold shares
under the Offer thus Lionsgold is assured of increasing its
ownership of TRAC from 55% to above 85%.
All TRAC Shareholders are receiving the Offer concurrently to
the release of this announcement to market. The Offer closes at
5.00 p.m. on Friday 20 April 2018.
Lionsgold wishes to become 100% owner and hold TRAC in its group
structure as a wholly owned subsidiary, but there can be no
guarantee it will hold more than approximately 85% upon close of
the Offer.
As at 30 June 2017, TRAC had an unconsolidated net asset value
of GBP8,728 and reported an unconsolidated profit before tax for
the year then ended of GBP3,619. As at 30 June 2017, The Real Asset
Co. Limited, TRAC's wholly owned subsidiary, had an unconsolidated
net asset deficit of GBP43,728 and reported an unconsolidated
profit before tax for the year then ended of GBP7,689.
Lionsgold currently holds the exclusive right to utilise the
Railsbank platform for placing physical gold and gold derivatives
in bank accounts. Lionsgold intends to transfer those rights to
TRAC if it becomes a 100% wholly owned subsidiary of LION.
Related Party Transactions
The agreements between the Company and each of Ralph Hazell and
Cameron Parry to exchange their holdings of ordinary shares in TRAC
for Consideration Shares constitute related party transactions
under Rule 13 of the AIM Rules for Companies. The Directors of the
Company (excluding Cameron Parry), having consulted with WH Ireland
Limited, the Company nominated adviser, consider the terms of the
transactions with Mr. Hazell and Mr. Parry to be fair and
reasonable insofar as shareholders are concerned.
About Goldbloc
Goldbloc has been designed by TRAC's CEO and LION's CEO and is
the culmination of ongoing work by Lionsgold and its majority owned
fintech subsidiary, TRAC Technology Ltd ("TRAC" or "The Real Asset
Company") evolving from the original TRAC offering available at
www.therealasset.co.uk to a digital gold currency utilised in bank
accounts. The Real Asset Company enables individuals to buy, hold
and trade gold and silver bullion securely and efficiently. The
user-friendly platform sits on top of global vaulting
infrastructure, providing an online account for buying gold and
silver and holding precious metals.
Goldbloc, provides the safety and tangibile value of physical
gold with the convenience of everyday banking. Goldbloc's unique
proposition and competitive advantage is the ability to provide a
bank account and debit card linked to physical gold directly owned
by the banking customer.
Each Goldbloc is 1/1,000(th) of a gram of gold and developed to
be deposited and spent via the global banking network.
www.goldbloc.com
Enquiries:
Lionsgold Limited Tel: +44 (0)20 3778 0578
Cameron Parry (Chief Executive Officer)
WH Ireland Limited (Nominated Adviser) Tel: +44 (0)113 394 6600
Tim Feather/Chris Viggor
Smaller Company Capital Limited (Broker) Tel: +44 (0)20 3651 2911
Rupert Williams / Jeremy Woodgate
About LIONSGOLD Limited (LSE: LION)
Lionsgold is a London Stock Exchange AIM market quoted,
gold-focused company involved in the exploration, production and
retail application of physical gold, with gold assets in India and
Finland and a majority owned financial technology company
developing the digital gold currency, Goldbloc.
Lionsgold's three core focuses are:
-- Strategic partnership with leading India gold exploration and
mine development company, Geomysore, in which Lionsgold holds
21.15%;
-- Majority ownership of a financial technology platform
providing online accounts for people to hold and utilise physical
gold (www.goldbloc.com / www.indexgold.com /
www.therealasset.co.uk); and
-- Gold exploration and production in Finland via 30% ownership of Finnish joint venture.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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