REG - Pelatro PLC - Issue of Equity

PelatroAnnouncement

14/06/2021 17:20

RNS Number : 8560B
  
Pelatro PLC
  
14 June 2021
  
 

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (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 a Regulatory Information Service ("RIS"), this inside information is now considered to be in the public domain.
 
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
 
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN PELATRO PLC OR ANY OTHER ENTITY IN ANY JURISDICTION.
 
Pelatro plc
("Pelatro" or the "Company")
Placing of 5,375,000 New Ordinary Shares at 40 pence per share
PrimaryBid Offer
and
Notice of General Meeting
 
Pelatro Plc (AIM: PTRO), the telecom Customer Engagement software specialist, is pleased to announce a conditional Placing to raise £2.15 million (before expenses) by way of the issue of 5,375,000 New Ordinary Shares at the Issue Price of 40 pence per Ordinary Share. The Placing has been arranged by Cenkos and the New Ordinary Shares will rank, pari passu, in all other respects with the Company's existing Ordinary Shares.
Furthermore, the Company is seeking to raise additional capital via PrimaryBid in order to provide other investors who may not have taken part in the Placing, with an opportunity to participate in the Fundraise.
Fundraising Highlights:



·    Conditional Placing to raise £2.15 million through the issue of 5,375,000 New Ordinary Shares at the Issue Price of 40 pence per New Ordinary Share
·    Approximately £0.68 million raised through the placing of EIS/VCT Placing Shares and approximately £1.47 million through the placing of General Placing Shares
·    Proposing to raise additional capital via the PrimaryBid Offer, which shall remain open until 12.00 noon on 15 June 2021
·    The Issue Price equates to a 23.8 per cent. a discount to the closing mid-market price of 52.5 pence on 14 June 2021 
·    The New Ordinary Shares issued pursuant to the Placing represent 12.7 per cent. of the Enlarged Issued Share Capital
·    The net proceeds of the Fundraise will be used by the Company for the following purposes:
o  £1.5 million (approximately) will be invested in the mobile advertising opportunity, primarily in sales and marketing
o  The remainder of the net proceeds will be used to strengthen the Company's balance sheet, including the repayment of short and long term debt
 
General Meeting
 
The Fundraise is conditional, inter alia, upon Shareholder approval at the General Meeting of the Company which will be held at 49 Queen Victoria Street, London EC4N 4SA, at 11.00 a.m. on 1 July 2021.
 
The Company will shortly be posting a Notice of General Meeting and an accompanying circular to existing Shareholders following this announcement. All relevant documents will also be available to download from the Company's website at www.pelatro.com
 
Subject to, inter alia, the passing of the Resolutions at the General Meeting, the EIS/VCT Placing Shares are expected to be admitted to trading on AIM on or around 8.00 a.m. on 2 July 2021, being one Business Day prior to admission to trading on AIM of the General Placing Shares and the PrimaryBid Shares, which are expected to be admitted to trading on AIM on or around 8.00 a.m. on 5 July 2021.
 
Richard Day, Chairman said: "We are delighted at the support we have received from new and existing shareholders. We see great opportunity to build our business in the mobile advertising space and are excited by the commercial opportunities which lie ahead."
 
 
For further information contact:



Pelatro Plc








Subash Menon, Managing Director


c/o Cenkos Securities plc




Nic Hellyer, Finance Director























Cenkos Securities plc (Nominated adviser and broker)


+44 (0)20 7397 8900




Stephen Keys / Mark Connelly (Corporate Finance)








Michael Johnson / Dale Bellis (sales)







 
INTRODUCTION
The Company announces today a conditional Placing to raise £2.15 million (before expenses) by way of the issue of 5,375,000 New Ordinary Shares in two tranches at the Issue Price of 40 pence per share, a discount of 23.8 per cent. to the closing middle market price of 52.5 pence per Ordinary Share on 14 June 2021 (being the last practicable date before publication of this announcement).
In addition, the Company is seeking to raise additional capital via PrimaryBid in order to provide other investors who may not have taken part in the Placing, with an opportunity to participate in the Fundraise.
The Fundraise is conditional, inter alia, upon Shareholders approving the Resolutions at the General Meeting. Accordingly, the Company will later today be sending to Shareholders notice of the General Meeting which will be held at 49 Queen Victoria Street, London EC4N 4SA, on 1 July 2021 at 11:00 a.m. at which the Resolutions will be proposed.
 
BACKGROUND TO AND REASONS FOR THE FUNDRAISE
Introduction and Business Summary
The Company provides specialised, enterprise class software solutions for customer engagement, principally to telcos, who face a series of challenges including market maturity, saturation and customer churn. Pelatro's multi-channel contextual campaign management software enables relevant and personalised interactions with telco subscribers in real time to increase the telco's revenue and reduce customer churn. The Company currently provides its software solutions to 20 telco customers in 17 countries, principally in emerging markets, with a combined user base of almost 1.0 billion. It is headquartered in the UK and has offices in the USA, Singapore, Russia, Philippines, Malaysia, Brazil and India employing approximately 180 people. As recently announced, the Directors believe that the Company is now at an inflection point for its growth prospects, with a significant opportunity to invest in the fast-growing mobile advertising space, an area complementary to the Group's existing activities. The Placing will enable the Group to invest further in this area and also to pay down some short and long term debt. The Directors believe that Pelatro can grow quickly to become a $25 million revenue business in the medium term with high recurring revenue streams and strong cash generation.
Products - mViva
Pelatro's Customer Engagement Hub, mViva, is a complete end-to-end product suite covering contextual campaign management, loyalty management, data monetisation and unified communication solutions. The mViva platform has resulted in increases of up to 5.0 per cent of annual incremental revenue for the Company's telco customer base. mViva uses big data analytics to study growing end user data to reveal patterns, trends, associations and key behavioural traits. mViva then applies algorithms to analyse this data and to identify patterns for each end user. Based on this analysis, relevant offers (which can include additional services or customised campaigns) are made to end users through a variety of channels like social media, SMS, email and apps. Importantly, Pelatro processes the data provided by the telco in real time, enabling the telco to push targeted offers to users in response to their live online activity. This functionality and the ease of use of the platform for marketing teams when formulating campaigns, has enabled Pelatro to displace global software players who are not as specialised as Pelatro. The Group is continually developing its offering to respond to the changing demands of telco customers and has launched a suite of add-on modules to this end.
Revenue model 
Pelatro was founded in March 2013 and admitted to trading on AIM in December 2017. The Company's revenue model has evolved since its admission to AIM: initially focused on licences, which produced largely one-off revenues. With the expansion of the software suite and the increasing reputation of the Pelatro brand and proposition, the Company decided to transition more to a recurring revenue model in 2019, to improve the quality and visibility of earnings and also to help satisfy customer demand. The Company has successfully made this transition, selling two types of recurring revenue contracts: Revenue Gain Share, in which Pelatro earns a share of the monthly revenue gain generated by using its product; and Managed Services, where Pelatro earns a fixed monthly fee for providing the product and managing the operations. This change has led to increasing value addition from Pelatro to its customers and in 2020 recurring revenue accounted for 71 per cent. of total revenue. Visibility of expected revenue to be contracted in the year to December 2021 is currently at around $7 million.
 
 
Expansion opportunity
As referred to in the Company's recent annual results, the Group has been for some time reviewing opportunities in the fast-growing mobile advertising space as an area complementary to its existing operations. 
Mobile phones are ubiquitous and the significant penetration of smart phones (in developed countries as high as 80%, and in Asia for example currently about 50%) has opened up a new channel for advertising, namely mobile advertising. The global mobile advertising market, according to a survey by IMARC Group, is expected to grow from $52 billion in 2018 to $221 billion in 2024 at a CAGR of 27%. This segment is growing at a frenetic pace.
Communication Service Providers or CSPs are well situated in this market as they hold large amounts of data about their customers (who may number tens of millions and even hundreds of millions in some countries). This data, with appropriate consent and anonymity, can be shared with B2C players in financial services, retail, travel & hospitality, FMCG and brands to enable the latter to engage in targeted marketing of their products across advertising, campaigns, surveys, loyalty programmes etc. The Directors believe that there will be various opportunities of partnering with its telco customers to enter this huge market, to market this data to ad agencies who can in turn on-sell to their customers. Such targeted campaigning will be contextual, relevant, personalised and real time.
The Directors believe that Pelatro's platform mViva, which handles such marketing for telcos using the vast quantity of data that it collects and processes applying AI/ML and other analytical techniques, is well positioned to provide access to the segments mentioned earlier for mobile advertising and related activities. Accordingly, the Group intends to use certain of the Placing proceeds to help fund its entry into this space, primarily by investing in sales and marketing.
USE OF PROCEEDS 
The Directors intend to use the net proceeds from the Fundraise for the following purposes:
·     £1.5 million (approximately) will be invested in the mobile advertising opportunity, primarily in sales and marketing; and
·     the remainder of the net proceeds of the Fundraise will be used to strengthen the Company's balance sheet, including the repayment of short and long term debt.
 
DETAILS OF THE CONCERT PARTY SHAREHOLDINGS
The Admission of the New Ordinary Shares (excluding the PrimaryBid Shares) will result in the combined Concert Party shareholding being diluted from 39.8 per cent. to 34.7 per cent. Details of the Concert Party shareholdings can be found in the table below:   
 



Name


Number of
Ordinary Shares held


% of existing Issued Share Capital


Interest in Ordinary Shares on Second Admission


% of Enlarged Issued Share Capital




Subash Menon 


9,684,244


26.2%


9,684,244


22.8%




Sudeesh Yezhuvath 


3,309,309


8.9%


3,309,309


7.8%




Suresh Yezhuvath


1,014,613


2.7%


1,014,613


2.4%




Ravi Shanmugam


716,240


1.9%


716,240


1.7%




Total


14,724,406


39.8%


14,724,406


34.7%



DETAILS OF THE PLACING
The Company is proposing to raise £2.15 million (before expenses) pursuant to the Placing. The Company has conditionally raised a total of approximately £0.68 million through the placing of the EIS/VCT Placing Shares and approximately £1.47 million through the placing of the General Placing Shares. Admission of the Placing Shares will occur over two Business Days to assist investors in the EIS/VCT Placing Shares to claim certain tax reliefs available to EIS and VCT investors. 
Subject to, inter alia, the passing of the Resolutions at the General Meeting, the EIS/VCT Placing Shares are expected to be admitted to trading on AIM on or around 8.00 a.m. on 2 July 2021, being one Business Day prior to admission to trading on AIM of the General Placing Shares, which are expected to be admitted to trading on AIM on or around 8.00 a.m. on 5 July 2021. The allotment of the EIS/VCT Placing Shares will be conditional on First Admission occurring. The allotment of the General Placing Shares will be conditional on First Admission and Second Admission occurring. Shareholders and potential investors should be aware of the possibility that the First Admission and Second Admission may not occur, or that First Admission occurs but Second Admission does not. 
Although the Company currently expects to satisfy the relevant conditions for EIS/VCT Placing Shares, and the Directors are not aware of any subsequent change in the qualifying conditions or the Company's circumstances that would prevent the EIS/VCT Placing Shares from being eligible for EIS and VCT investments on this occasion, neither the Directors nor the Company, nor Cenkos, nor any of its respective directors or their officers, employees, affiliates or advisers give any warranty or undertaking or other assurance that relief will be available in respect of any investment in the EIS/VCT Placing Shares, nor do they warrant or undertake or otherwise give any assurance that the Company will conduct its activities in a way that qualifies for or preserves its status. As the rules governing EIS and VCT reliefs are complex and interrelated with other legislation, if Shareholders, or other potential investors, are in any doubt as to their tax position, require more detailed information, or are subject to tax in a jurisdiction other than the United Kingdom, they should consult their professional adviser.
The Issue Price of 40 pence per share equates to a discount of 23.8 per cent. to the closing price of 52.5 pence on 14 June 2021, the latest Business Day prior to the announcement of the Fundraise. The New Ordinary Shares (excluding the PrimaryBid Shares) will represent approximately 12.7 per cent. of the Enlarged Issued Share Capital. The New Ordinary Shares will, following each of the First Admission and Second Admission, rank in full for all dividends and distributions declared, made or paid in respect of the issued Ordinary Share capital of the Company after the date of their respective issue and will otherwise rank equally in all other respects with the existing Ordinary Shares. 
DETAILS OF THE PLACING AGREEMENT 
Pursuant to the terms of the Placing Agreement, Cenkos has conditionally agreed to use its reasonable endeavours, as agent for the Company, to place the Placing Shares with certain institutional and other investors. The Placing has not been underwritten. The Placing Agreement is conditional upon, inter alia:
·    the Resolutions being passed without amendment at the General Meeting; 
·    compliance by the Company with its obligations under the Placing Agreement; and 
·    with respect to the issue of the EIS/VCT Placing Shares, First Admission becoming effective by not later than 8.00 a.m. on 2 July 2021 (or such later date as is agreed between the Company and Cenkos, being not later than 8.00 a.m. on the Long Stop Date). 
·    with respect to the issue of the General Placing Shares, First Admission becoming effective as described above and Second Admission becoming effective by not later than 8.00 a.m. on 5 July 2021 (or such later date as is agreed between the Company and Cenkos, being not later than 8.00 a.m. on the Long Stop Date). 
The Placing Agreement contains warranties from the Company in favour of Cenkos in relation to, inter alia, the accuracy of the information in the Circular and other matters relating to the Company and its business. In addition, the Company has agreed to indemnify Cenkos in relation to certain liabilities it may incur in respect of the Placing. Cenkos has the right to terminate the Placing Agreement in certain circumstances prior to the First Admission and/or Second Admission, in particular, in the event of a breach of the warranties given to Cenkos in the Placing Agreement, the failure of the Company to comply in any material respect with its obligations under the Placing Agreement, the occurrence of a force majeure event or a material adverse change affecting the condition, or the earnings, management business, affairs, solvency or prospects of the Company as a whole.
DETAILS OF THE PRIMARYBID OFFER
The PrimaryBid Offer, will allow investors to participate in the Fundraising by subscribing via PrimaryBid.com.
The PrimaryBid Offer remains conditional on the Placing being or becoming wholly unconditional. 
The New Ordinary Shares issued pursuant to the  PrimaryBid  Offer will be free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu, in all respects with the Existing Ordinary Shares including the right to receive dividends and other distributions declared following Admission.
The PrimaryBid Offer is not underwritten. The PrimaryBid Offer will be closed at midday on 15 June 2021.
The Company is relying on an available exemption against the need to publish a prospectus approved by the UK Listing Authority.
A further announcement will be made shortly by the Company regarding further details of the PrimaryBid Offer and how investors may participate.
Investors should make their own investigations into the merits of an investment in the Company.
It should be noted that a subscription for PrimaryBid Offer Shares and investment in the Company carries a number of risks. Investors should consider the risk factors set out on PrimaryBid.com before making a decision to subscribe for PrimaryBid Shares. Investors should take independent advice from a person experienced in advising on investment in securities such as the PrimaryBid Shares if they are in any doubt.
 
 
GENERAL MEETING AND THE RESOLUTIONS
The Directors do not currently have authority to allot all of the New Ordinary Shares and, accordingly, the Board is seeking the approval of Shareholders to allot the New Ordinary Shares at the General Meeting. A notice convening the General Meeting, which is to be held at 49 Queen Victoria Street, London EC4N 4SA at 11.00 a.m. on 1 July 2021, will be sent to Shareholders tomorrow. At the General Meeting, the following Resolutions will be proposed:
·    Resolution 1, which is an ordinary resolution, to authorise the Directors to allot relevant securities for cash, with final numbers included in the circular once the results of the PrimaryBid Offer are known; and
·    Resolution 2, which is conditional on the passing of Resolution 1 and is a special resolution, to authorise the Directors to allot Ordinary Shares for cash on a non-pre-emptive basis, with final numbers included in the circular once the results of the PrimaryBid Offer are known. 
The authorities to be granted pursuant to the Resolutions will expire on whichever is the earlier of (a) the conclusion of the next Annual General Meeting of the Company; and (b) the date falling six months from the date of the passing of the Resolutions (unless renewed, varied or revoked by the Company prior to or on that date) and shall be in addition to the Directors' authorities to allot relevant securities and dis-apply statutory pre-emption rights granted at the Company's Annual General Meeting to be held on 15 June 2021. 
For the purposes of section 571(6)(c) of the Act, the Directors determined the Issue Price after consideration of applicable market and other considerations and having taken appropriate professional advice. 
RECOMMENDATION
The Directors unanimously believe that the Fundraise is in the best interests of the Company and its Shareholders and unanimously recommend you to vote in favour of the Resolutions as they intend to do in respect of their own beneficial holdings in the Company. The Board has a beneficial interest in 13,118,010 Ordinary Shares representing approximately 35.4 per cent. of the Ordinary Shares in issue as at the date of this announcement.




 
FUNDRAISING STATISTICS



Number of Ordinary Shares in issue at the date of this announcement


37,032,431




Issue Price               


40 pence




Number of EIS/VCT Placing Shares


1,692,835




Number of General Placing Shares


3,682,165




Total number of   New Ordinary Shares (excluding the PrimaryBid Shares)


5,375,000




Gross proceeds from the Fundraise (excluding the PrimaryBid Offer)


£2.15 million




Enlarged Issued Share Capital at Second Admission (excluding the PrimaryBid Shares)


42,407,431




New Ordinary Shares (excluding the PrimaryBid Shares) as a percentage of the Enlarged Issued Share Capital


12.7 per cent.



 
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2021



Announcement of the Placing and the PrimaryBid Offer


14 June




PrimaryBid Offer closes


Midday 15 June




Announcement of the results of the PrimaryBid Offer


PM 15 June




Posting of the Circular


15 June




Latest time and date for receipt of proxy voting instructions for the General Meeting


11:00 a.m. on 29 June




General Meeting





11:00 a.m. on 1 July




Expected time and date of admission and commencement of dealings of the EIS/VCT Placing Shares on AIM


8.00 a.m. on 2 July




Expected time and date of admission and commencement of dealings of the General Placing Shares and the PrimaryBid Shares on AIM


8.00 a.m. on 5 July




Long Stop Date


19 July



 
Note: All references to times in this timetable are to London times and each of the times and dates are indicative only and may be subject to change. Any such change will be notified by an announcement on a regulatory information service.




 
DEFINITIONS
In this announcement, the following expressions shall have the following meanings, unless the context otherwise requires:



"Act"


the Companies Act 2006 (as amended)




"Admission"


First Admission and/or Second Admission (as the context requires) 




"AIM"


the market of that name operated by the London Stock Exchange




"AIM Rules"


the AIM Rules for Companies as published and amended from time to time by the London Stock Exchange




"Articles"


the articles of association of the Company (as amended from time to time)




"Board"


the directors of the Company from time to time




"Business Day"


a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business




"Cenkos" or "Nominated Adviser" or "Broker"


Cenkos Securities plc, as the Company's nominated adviser and sole broker




"certificated" or "in certificated form"


where an Ordinary Share is not in uncertificated form (i.e. not in CREST)




"Circular"


the circular to Shareholders containing details of the Fundraise and including the notice of the General Meeting


 




"Company" or "Pelatro"


Pelatro plc




"Concert Party"


the shareholders of the Company as listed in paragraph 4 of the Circular together with anyone deemed to be acting in concert with them, as defined in the Takeover Code, including Subash Menon




"CREST"


the relevant system for the paperless settlement of trades and the holding of uncertificated securities operated by Euroclear UK & Ireland Limited in accordance with the CREST Regulations




"CREST Regulations"


the Uncertificated Securities Regulations 2001 (SI 2001/3755) including any enactment or subordinate legislation which amends or supersedes those regulations and any applicable rules made under those regulations or any such enactment or subordinate legislation for the time being in force




"Directors"


the directors of the Company as the date of this announcement




"Enlarged Issued Share Capital" 


42,407,431 Ordinary Shares, being the issued ordinary share capital of the Company immediately following Second Admission (excluding the PrimaryBid Shares)




"EIS"


the Enterprise Investment Scheme under Part 5 of the Income Tax Act 2007




"EIS/VCT Placing"


the placing by Cenkos on behalf of the Company of the EIS/VCT Placing Shares at the Issue Price pursuant to the terms of the Placing Agreement




"EIS/VCT Placing Shares"


the 1,692,835 New Ordinary Shares which have been conditionally placed by Cenkos with Placees pursuant to the EIS/VCT Placing




"FCA"


the Financial Conduct Authority of the United Kingdom




"First Admission"


admission of the EIS/VCT Placing Shares to trading on AIM becoming effective in accordance with Rule 6 of the AIM Rules which is expected to take place on 2 July 2021




"Fundraise"


together, the EIS/VCT Placing, the General Placing and the PrimaryBid Offer




"FSMA"


the Financial Services and Markets Act 2000 (as amended)




"General Meeting" or "GM"


the general meeting of the Company convened for 11:00 a.m. on 1 July 2021 at 49 Queen Victoria Street, London EC4N 4SA, notice of which is set out at the end of the Circular




"General Placing"


the placing by Cenkos on behalf of the Company of the General Placing Shares at the Issue Price pursuant to the terms of the Placing Agreement




"General Placing Shares"


the 3,682,165 New Ordinary Shares which have been conditionally placed by Cenkos with Placees pursuant to the General Placing 




"Group"


the Company and its subsidiaries from time to time




"Issue Price"


40 pence per New Ordinary Share




"London Stock Exchange"


London Stock Exchange plc




"Long Stop Date"


19 July 2021




"New Ordinary Shares"


the 5,375,000 new Ordinary Shares to be issued pursuant to the EIS/VCT Placing and the General Placing and the New Ordinary Shares to be issued pursuant to the PrimaryBid Offer




"Ordinary Shares"


the ordinary shares of 2.5 pence each in the capital of the Company 




"Placees"


those persons who have conditionally agreed to subscribe for Placing Shares




"Placing"


together, the EIS/VCT Placing and the General Placing 




"Placing Agreement"


the conditional agreement dated on or around 14 June 2021 between the Company and Cenkos relating to the Fundraise 




"Placing Shares"


the EIS/VCT Placing Shares and/or the General Placing Shares (as the context requires) 




"PrimaryBid Offer"


the offer of New Ordinary Shares made to investors through the PrimaryBid platform




"PrimaryBid Shares"


the New Ordinary Shares to be issued pursuant to the PrimaryBid Offer at the Issue Price




"Resolutions"


the resolutions set out in the notice of the General Meeting at the end of the Circular




"Second Admission"


admission of the General Placing Shares to trading on AIM becoming effective in accordance with Rule 6 of the AIM Rules which is expected to take place on 5 July 2021




"Shareholders"


holders of Ordinary Shares from time to time




"United Kingdom' or "UK'


the United Kingdom of Great Britain and Northern Ireland




"VCT"


a Venture Capital Trust under Part 6 of the Income Tax Act 2007




"£"


UK pounds sterling, being the lawful currency of the United Kingdom









 

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