REG - Mode Global Holdings - Announcement regarding Concert Party

R8 Capital InvestmentsAnnouncement

30/09/2022 16:45

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RNS Number : 4213B  Mode Global Holdings PLC  30 September 2022

Mode Global Holdings PLC ("MODE" or the "Company")

Announcement regarding Concert Party

As announced by the Company on 13 July 2022, certain investors agreed to
subscribe in a convertible loan note issued by the Company ("CLN").  Those
investors included Liwathon Limited ("Liwathon") and Linley Limited
("Linley").

Pursuant to conversion notices received by the Company from Linley on 9 August
2022 and 29 August 2022, Linley converted £100,000 and £25,000 respectively
of its holding in the CLN and was issued with 1,897,519 new ordinary shares in
the capital of the Company ("New Ordinary Shares") on 11 August 2022 ("First
Tranche Shares") and 784,749 New Ordinary Shares on 8 September 2022 ("Second
Tranche Shares") as a result (together, the "Conversion Shares").

Under the City Code on Takeovers and Mergers (the "Code") published by the
Panel on Takeovers and Mergers (the "Panel"), a concert party arises where
persons who, pursuant to an agreement or understanding (whether formal or
informal), co-operate to obtain or consolidate control (as defined in the
Code) of a company or to frustrate the successful outcome of an offer for a
company.

Certain persons will be presumed, as set out in the Definitions in the Code,
to be persons acting in concert with other persons in the same category unless
the contrary is established, including a person, the person's close relatives
and the related trusts of any of them, all with each other.

Pursuant to the presumptions of concertedness in the Code, both Liwathon and
Linley are presumed to be acting in concert with JRS and Ruskin (all of them
together, the "Rowland Concert Party") and as a result of it acquiring the
First Tranche Shares, the Rowland Concert Party's aggregate shareholding in
the Company increased from 32.99% to 33.67% which, absent any dispensation or
waiver granted by the Panel, would require the Rowland Concert Party to make a
mandatory offer for the Company pursuant to rule 9.1(b) of the Code
("Mandatory Offer").

Through a series of share trades carried out by Linley's stockbroker on its
behalf in the market between 12 August and 13 September 2022, Linley sold all
of the Conversion Shares. The aggregate interest in the Company's shares held
by the Rowland Concert Party therefore remains at 32.99%.

 

-ENDS-

 

Press contacts:

Fiona McAra, MRM

+44 (0)7471 350286

mode@mrm-london.com

 

Julie Sand, Mode Global Holdings PLC

+44 (0)203 773 0588

julie.sand@modeapp.com

 

Notes to Editors

 

About Mode:

Mode is an LSE-listed fintech company on a mission to build the world's most
disruptive ecosystem where exchanging value and growing wealth is seamless for
all. Mode is leveraging the power of Bitcoin and Open Banking to deliver on
this mission and offer customers in the UK a one-stop app to shop, earn and
grow their Bitcoin, all in one place. For businesses, Mode provides a cheaper,
safer and smarter alternative to card payments that rewards shoppers with
Bitcoin Cashback.

 

To learn more, visit our customer/business site at www.modeapp.com or our
investor site at www.modeplc.com (http://www.modeplc.com) .

 

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