REG - Mobile Streams plc - Placing, Broker Option, Subscription & TVR

Mobile StreamsAnnouncement

20/03/2024 14:30

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RNS Number : 6503H  Mobile Streams plc  20 March 2024

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 (http://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.

 

 

 

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