20 March 2024
Mobile Streams
plc
("MOS" or
"the Company")
Placing, Broker Option,
Subscription, TVR & Warrants extension
Details of the Placing
Mobile Streams plc, the AIM quoted
mobile content and data intelligence company, is pleased to
announce the successful completion of a placing (the "Placing"),
arranged by the Company's Joint Broker Peterhouse Capital Limited
("Peterhouse"), to raise £300,539 before expenses to support the
continuing growth of the Group.
A total of 707,149,460 ordinary
shares of 0.01p nominal value each ("Placing Shares") have been
placed conditional only on Admission with investors at 0.0425p per
share, a discount of approximately 15% to the closing mid‐market
price prior to the Placing of 0.05p on 19 March 2024. Each Placing
share will rank pari passu
with existing Ordinary Shares and will be issued with one warrant
per share to subscribe for one Ordinary Share exercisable at 0.15p
per share for a period ending on 30 June 2025.
The Placing Shares represent
approximately 11.3% of the enlarged issued share capital of the
Company and together with the attached warrants, Subscription and
Broker Option (as described below) would represent approximately
31.0% of the diluted issued share capital (assuming no other
warrants or options are exercised).
Broker Option
In order to provide qualifying MOS
shareholders ("Existing Shareholders") and other qualified
investors with an opportunity to participate on the same basis as
the Placing (with the same Placing Price and identical Warrant
entitlement), the Company has granted Peterhouse a Broker Option
over 235,294,317 Broker Option Shares. Full take up of the Broker
Option Shares would raise a further £100,000 for the Company,
before expenses. The Broker Option Shares will be issued under the
Company's existing share authorities.
Existing Shareholders who hold
shares in the Company and are on the register of members as at the
close of business on 19 March 2024, will be prioritised for
participation in the Broker Option (other than at the discretion of
Peterhouse) and all orders from such Existing Shareholders will be
accepted and processed by Peterhouse on a strictly "First Come,
First Served" basis. The Broker Option has not been underwritten.
Peterhouse is entitled to participate in the Broker Option as
principal.
The Broker Option may be exercisable
by Peterhouse on more than one occasion, at any time from the date
of this announcement to 5.00 p.m. UK time on 21 March 2024, at its
absolute discretion, following consultation with the Company. There
is no obligation on Peterhouse to exercise the Broker Option or to
seek to procure subscribers for the Broker Option Shares.
Peterhouse may also, subject to prior consent of the Company,
allocate new ordinary shares after the time of any initial
allocation to any person submitting a bid after that
time.
Peterhouse may choose not to accept
bids and/or to accept bids, either in whole or in part, on the
basis of allocations determined at their discretion (after
consultation with the Company) and may scale down any bids for this
purpose on such basis as Peterhouse may determine. Peterhouse may
also, subject to prior consent of the Company, allocate new
Ordinary Shares after the time of any initial allocation to any
person submitting a bid after that time.
The Broker Option Shares are not
being made available to the public and none of the Broker Option
Shares are being offered or sold in any jurisdiction where it would
be unlawful to do so. No Prospectus will be issued in connection
with the Broker Option.
If the Broker Option is fully taken
up, it will raise an additional £100,000 before expenses. If the
Broker Option is not fully subscribed by 5:00pm on 20 March 2024,
orders from eligible investors will be satisfied in full, and the
balance of the Broker Option shall lapse. The Company will announce
the results of the Broker Option and the resultant shares in issue
following its close.
Subscription to Broker Option
To subscribe for Broker Option
Shares, Existing Shareholders and
other qualified investors should communicate their bid to
Peterhouse via their stockbroker as Peterhouse cannot take direct
orders from individual private investors who are not existing
clients. Existing Shareholders or other interested parties
who wish to register their interest in participating in the Broker
Option Shares should instruct their stockbroker to call Peterhouse
on STX: 76086 or 020 7469 0938 or 020 7469 0936 or 020 7220 9797.
Each bid should state the number of Broker Option Shares the
Existing Shareholder or other qualified investor wishes to
subscribe for at the Placing Price.
Details of the Subscription
MOS is delighted to announce it has
raised a further £30,000 from a direct subscription at 0.0425p
through the issue of 70,588,235 Ordinary Shares (the "Subscription
Shares"). Each Subscriber will also receive one for one warrants
exercisable at 0.15p that have a term expiring on 30 June 2025, are
non-transferable and will not be listed.
Each Subscription Share will
rank pari passu with existing Ordinary Shares and will be
issued with one warrant per share to subscribe for one Ordinary
Share exercisable at 0.15p per share for a
period ending on 30 June 2025. The
Subscription Shares represent approximately 1.1% of the enlarged
share capital of the Company and together with the attached
warrants 2.2% of the fully diluted share capital assuming that
these and all other extant warrants were exercised.
The proceeds of the Placing,
Subscription and the Broker Option will be used to provide the
Company with additional working capital as it expands its
operations in Mexico as outlined in the announcement of 12 December
2023.
Admission to trading
Application will be made to the
London Stock Exchange for admission of the Placing Shares and
Subscription Shares totalling 777,737,695 Ordinary Shares to
trading on AIM. It is expected that admission will become effective
and dealings in the Placing Shares and Subscription Shares will
commence at 8.00 a.m. on or around 26 March 2024.
Total Voting Rights
Following the issue of the Placing
Shares and Subscription Shares as described above, the Company's
issued share capital consists of 6,302,939,306 ordinary shares with
a nominal value of 0.01p each, with voting rights ("Ordinary
Shares"). The Company does not hold any Ordinary Shares in
Treasury.
Therefore, the above figure may be
used by shareholders in the Company as the denominator for the
calculation by which they will determine if they are required to
notify their interest in, or a change to their interest in, the
share capital of the Company under the FCA's Disclosure Guidance
and Transparency Rules.
Warrants extension
Following consultation with
Peterhouse and certain shareholders, the Board has agreed to extend
the expiry dates for all of the warrants currently in issue to
align the expiry dates with those of the warrants being issued
today, as summarised in the table below.
|
Issue date
|
Exercise
price
|
Quantity
outstanding
|
Current
expiry date
|
Revised
expiry date
|
|
13 October
2022
|
0.30p
|
777,777,777
|
12 March
2024
|
30 June
2025
|
|
15 January
2024
|
0.15p
|
928,146,184
|
15 January
2025
|
30 June
2025
|
|
5 February
2024
|
0.15p
|
191,259,992
|
15 January
2025
|
30 June
2025
|
Of the warrants listed above,
81,318,806 are held by the Directors.
Appointment of Joint Broker
The Company is also pleased to
announce the appointment of Peterhouse Capital Limited
("Peterhouse") as joint broker to the Company effective
immediately.
Mark Epstein, CEO Mobile Streams plc, said:
"We are pleased by the interest shown to invest in our
expansion into publishing and online casino and sports book
services in Mexico. This additional capital will further assist the
Company in achieving its aims.
This represents an amazing opportunity for MOS to take a
leading position in the Mexican market in the build up to the next
World Cup. Also, with the growth in the Mexican economy along with
the sports and betting markets, this should create significant
value for all parties involved. We are honoured to be part of this
exciting project."
The information contained within this announcement is deemed
by the Company to constitute inside information for the purposes of
Article 7 of the Market Abuse Regulation (EU) No. 596/2014 as it
forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018. Upon the publication of this announcement
via the Regulatory Information Service, this inside information is
now considered to be in the public domain.
About Mobile Streams:
Mobile Streams is a global sports
entertainment group. Specialising in Igaming, licensing and
platforms. Delivering world class gaming content to a global
audience, through its https://heroesnftclub.com/ site and
mobilegaming.com platforms, our long-standing carrier relationships
in countries including India, Argentina and Mexico, and through our
LiveScores sites. The Company has a significant Mexican presence.
In publishing, digital merchandise and it's soon to launch online
casino and sports book services.
Our Streams data insight,
intelligence and visualisation services and marketing optimisation
tools support the content business, as well as serving enterprise
level bespoke clients and the Streams SaaS ("Software as a
Service") self-service platform.
For further information, please
contact:
Mobile Streams plc
Nigel Burton
+44 77 8523 4447
Mark Epstein
marke@mobilestreams.com
www.mobilestreams.com
Beaumont Cornish (Nominated Adviser)
James Biddle and Roland Cornish
+44 (0) 20 7628 3396
Peterhouse Capital Limited (Joint
Broker)
Lucy Williams and Duncan
Vasey
+44 (0) 20 7469 0930
Panmure Gordon (Joint Broker)
Simon J French
Hugh Rich
Tel: +44 (0) 20 7886 2500
Nominated
Adviser Statement
Beaumont Cornish Limited ("Beaumont Cornish"), which is authorised
and regulated in the United Kingdom by the Financial Conduct
Authority, is acting as nominated adviser to the Company in
connection with this announcement and will not regard any other
person as its client and will not be responsible to anyone else for
providing the protections afforded to the clients of Beaumont
Cornish or for providing advice in relation to such proposals.
Beaumont Cornish has not authorised the contents of, or any part
of, this document and no liability whatsoever is accepted by
Beaumont Cornish for the accuracy of any information, or opinions
contained in this document or for the omission of any information.
Beaumont Cornish as nominated adviser to the Company owes certain
responsibilities to the London Stock Exchange which are not owed to
the Company, the Directors, Shareholders, or any other
person.
Forward
Looking Statements
Certain statements in this announcement are or
may be deemed to be forward looking statements. Forward looking
statements are identified by their use of terms and phrases such as
''believe'' ''could'' "should" ''envisage'' ''estimate'' ''intend''
''may'' ''plan'' ''will'' or the negative of those variations or
comparable expressions including references to assumptions. These
forward-looking statements are not based on historical facts but
rather on the Directors' current expectations and assumptions
regarding the Company's future growth results of operations
performance future capital and other expenditures (including the
amount. Nature and sources of funding thereof) competitive
advantages business prospects and opportunities. Such forward
looking statements reflect the Directors' current beliefs and
assumptions and are based on information currently available to the
Directors. A number of factors could cause actual results to differ
materially from the results discussed in the forward-looking
statements including risks associated with vulnerability to general
economic and business conditions competition environmental and
other regulatory changes actions by governmental authorities the
availability of capital markets reliance on key personnel uninsured
and underinsured losses and other factors many of which are beyond
the control of the Company. Although any forward-looking statements
contained in this announcement are based upon what the Directors
believe to be reasonable assumptions. The Company cannot assure
investors that actual results will be consistent with such forward
looking statements.