REG - Mobile Tornado Group - Subscription to raise £425,000 and trading update

Mobile TornadoAnnouncement

06/11/2024 07:00

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RNS Number : 0748L  Mobile Tornado Group PLC  06 November 2024

The information contained within this announcement is deemed by the Company to
constitute inside information pursuant to Article 7 of EU Regulation 596/2014
as it forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 as amended.

 

 

6 November 2024

 

 

Mobile Tornado Group plc

("Mobile Tornado", the "Company" and, together with its subsidiary
undertakings, the "Group")

 

 

Subscription to raise £425,000 and trading update

 

Mobile Tornado (AIM: MBT) today announces a subscription for 21,250,000 new
ordinary shares of 2 pence each ("Ordinary Shares"), representing
approximately 5.1 per cent. of the existing issued ordinary share capital of
the Company (the "Subscription Shares") at a price of 2 pence per Subscription
Share (the "Issue Price") to raise approximately £425,000 (before expenses)
(the "Subscription").

 

Furthermore, 21,250,000 warrants over Ordinary Shares (the "Warrants") have
been issued to participants in the Subscription, with one Warrant being
granted for every Subscription Share subscribed for. Each Warrant will entitle
the holder to acquire one Ordinary Share at the Issue Price for a period of
three years following the date of Admission (as defined below).

 

The net proceeds of the Subscription will be used to fund the consolidation of
the Company's research and development centres and further the development of
its business development initiatives. This includes the appointment of a
business development manager based in Taiwan who will spearhead the launch of
Mobile Tornado's proposition into the APAC region.

 

Jeremy Fenn, Chairman and acting CEO of Mobile Tornado, commented:

"Since we reported our half year results on 26 September 2024, I'm pleased to
confirm that the business has continued to scale up its sales and business
development operation. We are in discussions with a number of new partners and
end customers across our key markets in South America, Africa and the Middle
East. We have also recently appointed an experienced business development
professional to manage the APAC region. This will be the first time the
Company has had a dedicated function in this region and we are excited about
the potential for this market.

"As well as further supporting our business development initiatives, the
funding will help facilitate the consolidation of our research and development
operation. This exercise will be completed by the end of the financial year
and will deliver a material saving on our operational cost base, whilst
maintaining the highest levels of service to our expanding partner and
customer base."

 

Enquiries:

 

 Mobile Tornado Group plc                                  +44 (0)7734 475 888
 Jeremy Fenn, Chairman and acting CEO                      www.mobiletornado.com (http://www.mobiletornado.com/)

 Allenby Capital Limited (Nominated Adviser & Broker)      +44 (0)20 3328 5656
 James Reeve/Piers Shimwell (Corporate Finance)

 David Johnson (Sales and Corporate Broking)

 

 

 

Background to and reasons for the Subscription

 

Mobile Tornado plc has developed the world's first PTToC platform with
integrated workforce management technology. The Company's established PTToC
platform uses cellular and broadband networks to provide always-on instant
communications for mission critical requirements in challenging environments.
It has been deployed in more than 30 countries worldwide with mobile network
operators, government agencies and enterprises in Europe, the Middle East,
Africa and the Americas.

 

The platform's PTToC integration with workforce management technology gives
organisations a single application to communicate with and manage remote and
mobile operatives using a single device: either an Android or iOS smartphone
or ruggedised handset. The solution increases safety, productivity and
performance while cutting paperwork and total cost of ownership.

 

Since January 2023, the Company has significantly increased its business
development activity, establishing multiple new partners across global
markets. The Company will now consolidate its research and development
activities and further enhance its sales and marketing initiatives. The
Directors consider it appropriate to undertake the Subscription at the current
time in order to provide the Company with the resources to deliver these
objectives.

 

Details of the Subscription

 

The Company has raised £425,000 proceeds pursuant to the Subscription. The
Subscription will result in the issue of 21,250,000 Subscription Shares at the
Issue Price representing, in aggregate, 5.1 per cent. of the existing issued
ordinary share capital of the Company, and have been subscribed for by certain
new and existing shareholders of the Company. The Subscription Shares have
been issued utilising the Company's existing share authorities. The Issue
Price represents a premium of 38% to the closing mid-market price of an
Ordinary Share on 5 November 2024.

 

The Subscription Shares, when issued, will be fully paid and will rank pari
passu in all respects with the existing Ordinary Shares, including the right
to receive all dividends and other distributions declared, made or paid after
the date of issue.

 

Settlement for the Subscription Shares is expected to take place at 8.00 a.m.
on 11 November 2024.

 

Issue of Warrants

 

Each subscriber in the Subscription will be issued Warrants (each Warrant
giving the right to subscribe for one Ordinary Share) on the basis of one
Warrant for every one new Ordinary Share subscribed for in the Subscription.
The Warrants will be exercisable at a price of 2 pence per Ordinary Share at
any time up to three years following the date of Admission (defined below). In
aggregate, 21,250,000 Warrants will be issued which, if exercised in full,
would result in gross proceeds of £425,000 being receivable by the Company.

 

The Warrants will be unlisted, and no application will be made to admit the
Warrants to trading on any stock exchange. The 21,250,000 Warrants represent
rights to subscribe for new Ordinary Shares over approximately 4.8% of the
Company's enlarged issued share capital (as enlarged by the Subscription
Shares).

 

Director participation in the Subscription

 

Luke Wilkinson, Chief Operating Officer of the Company, has subscribed for
11,000,000 new Ordinary Shares as part of the Subscription and been issued
11,000,000 Warrants. On Admission (defined below), Luke Wilkinson's interest
in the Company's share capital shall comprise 13,046,834 Ordinary Shares,
representing approximately 2.97% of the Company issued share capital (as
enlarged by the issue of the Subscription Shares). Further details are set out
in the FCA notifications, made in accordance with the requirements of the UK
Market Abuse Regulation, which are appended further below.

 

Related party transaction

 

As Luke Wilkinson is a director of the Company, his participation in the
Subscription and issue of Warrants constitutes a related party transaction
pursuant to Rule 13 of the AIM Rules for Companies.

 

The Directors of the Company excluding Luke Wilkinson consider, having
consulted with the Company's nominated adviser, Allenby Capital Limited, that
the terms of the Subscription and issue of Warrants are fair and reasonable
insofar as the Company's shareholders are concerned.

 

Admission to trading and total voting rights

 

Application has been made for the Subscription Shares to be admitted to
trading on the AIM ("Admission"). It is anticipated that Admission will occur
and dealings will commence in the Subscription Shares at 8:00 a.m. on 11
November 2024.

 

Following Admission, and for the purposes of the Financial Conduct Authority's
Disclosure Guidance and Transparency Rules, the Company's total issued share
capital will consist of 438,969,415 Ordinary Shares.

 

The above figure may be used by shareholders as the denominator for the
calculations by which they will determine if they are required to notify their
interest in, or a change to their interest in, the Company, under the
Disclosure Guidance and Transparency Rules.

Notification and public disclosure of transactions by persons discharging
managerial responsibilities and persons closely associated with them

 1    Details of the person discharging managerial responsibilities / person closely
      associated
 a)   Name                                                         Luke Wilkinson

 2    Reason for the notification
 a)   Position/status                                              Chief Operating Officer
 b)   Initial notification /Amendment                              Initial notification

 3    Details of the issuer, emission allowance market participant, auction

    platform, auctioneer or auction monitor

 a)   Name                                                         Mobile Tornado Group plc
 b)   LEI                                                          213800N3WLD78UBKC521
 4    Details of the transaction(s): section to be repeated for (i) each type of

    instrument; (ii) each type of transaction; (iii) each date; and (iv) each
      place where transactions have been conducted
 a)   Description of the financial instrument, type of instrument  Ordinary shares of 2p each in Mobile Tornado Group plc

      Identification code                                          Identification code (ISIN) for Mobile Tornado Group plc ordinary shares:
                                                                   GB00B01RQV23
 b)   Nature of the transaction                                    Subscription for ordinary shares

 c)   Price(s) and volume(s)                                       Price(s)  Volume(s)

                                                            2p        11,000,000

 d)   Aggregated information                                       N/A

      - Aggregated volume

      - Price
 e)   Date of the transaction                                      5 November 2024
 f)   Place of the transaction                                     Outside a trading venue

d)

Aggregated information

- Aggregated volume

- Price

N/A

e)

Date of the transaction

5 November 2024

f)

Place of the transaction

Outside a trading venue

 

 

 1    Details of the person discharging managerial responsibilities / person closely
      associated
 a)   Name                                                         Luke Wilkinson

 2    Reason for the notification
 a)   Position/status                                              Chief Operating Officer
 b)   Initial notification /Amendment                              Initial notification

 3    Details of the issuer, emission allowance market participant, auction

    platform, auctioneer or auction monitor

 a)   Name                                                         Mobile Tornado Group plc
 b)   LEI                                                          213800N3WLD78UBKC521
 4    Details of the transaction(s): section to be repeated for (i) each type of

    instrument; (ii) each type of transaction; (iii) each date; and (iv) each
      place where transactions have been conducted
 a)   Description of the financial instrument, type of instrument  Ordinary shares of 2p each in Mobile Tornado Group plc

      Identification code                                          Identification code (ISIN) for Mobile Tornado Group plc ordinary shares:
                                                                   GB00B01RQV23
 b)   Nature of the transaction                                    Issue of Warrants

 c)   Price(s) and volume(s)                                       Exercise price(s)  Volume(s)

                                                            2p                 11,000,000

 d)   Aggregated information                                       N/A

      - Aggregated volume

      - Price
 e)   Date of the transaction                                      5 November 2024
 f)   Place of the transaction                                     Outside a trading venue

d)

Aggregated information

- Aggregated volume

- Price

N/A

e)

Date of the transaction

5 November 2024

f)

Place of the transaction

Outside a trading venue

 

 

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