REG - Silver Bullet Data - Fundraise of £4,500,000 and Notice of GM

Silver Bullet Data ServicesAnnouncement

01/06/2022 07:16

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RNS Number : 4813N  Silver Bullet Data Services Grp PLC  01 June 2022

1 June 2022

 

Silver Bullet Data Services Group plc

("Silverbullet" or the "Company", or, together with its subsidiaries, the
"Group")

Fundraise of £4,500,000

and

Notice of General Meeting

 

 

Silverbullet (AIM: SBDS), a provider of digital transformation services and
products, is pleased to announce that it has conditionally raised £4,500,000
(before expenses) via a placing and subscription for, in aggregate, 2,394,000
new ordinary shares of 1p in the Company ("Ordinary Shares") at a price of
100p per Ordinary Share (the "Placing Price" or the "Subscription Price") to
raise £2,394,000 and the issue of £2,106,000 of convertible loan notes (the
"Convertible Loan Notes" or "CLNs")  (together, the "Fundraise").

 

In addition, the Company has also granted an option to Oberon Capital
("Oberon"), the Company's broker, to facilitate the satisfaction of up to
£500,000 of potential additional demand for new Ordinary Shares from
qualified Silverbullet shareholders and other qualifying investors on the same
terms as the Placing for a period of up to ten days, as further detailed below
(the "Broker Option").

 

The Fundraise, including the Broker Option, is subject to shareholder approval
at a forthcoming general meeting of the Company, as further detailed below.

 

Ian James, Chief Executive Officer of Silverbullet, commented:

"I am delighted to be able to announce today a £4.5m fundraising to provide
the Company with additional funds to drive the growth in sales of
Silverbullet's 4D product, as well as to provide additional general working
capital and strengthen the Company's balance sheet.

"I would like to thank our shareholders for their continued support. We remain
confident in the Company's prospects and look forward to providing further
updates on our operational progress in due course.

"It is envisaged that the Broker Option provides the option for existing
shareholders who were not able to be contacted as part of the Fundraise, to
take advantage of the opportunity to follow their investments in the Company
on the same terms."

 

 

For further information please contact:

 

 Silverbullet                                               via IFC
 Ian James (CEO)

 Strand Hanson Limited - Financial and Nominated Adviser    0207 409 3494
 James Spinney / James Bellman / Robert Collins

 Oberon Capital - Broker                                    0203 179 5344
 Mike Seabrook / Chris Crawford

 IFC Advisory                                               020 3934 6630
 Graham Herring / Tim Metcalfe / Florence Chandler          07793 839 024

 

 

Further information on the conditional Fundraise and General Meeting

 

Placing and Subscription

 

1,851,180 new Ordinary Shares have been subscribed for pursuant to the placing
under the terms of the Placing Agreement (the "Placing Shares") (the
"Placing"), and 542,820 new Ordinary Shares have been subscribed for pursuant
to a direct subscription with the Company for new Ordinary Shares (the
"Subscription Shares") (the "Subscription"). The 2,394,000 new Ordinary Shares
to be issued pursuant to the Placing and Subscription (assuming no new
Ordinary Shares are issued pursuant to the Broker Option) will represent, all
things being equal, approximately 15.1% of the Company's issued share capital
as enlarged by the Placing and Subscription.

 

The Placing Shares to be issued pursuant to the Placing have been
conditionally placed by the Company, and Oberon as agent of the Company, with
certain institutional and other investors pursuant to a Placing Agreement,
subject to the passing of certain resolutions at the forthcoming General
Meeting.

 

Under the terms of the placing agreement between the Company and Oberon (the
"Placing Agreement"), conditional on Admission, Oberon will receive commission
from the Company on the funds they introduce.  The Company has given an
indemnity and certain customary warranties and undertakings to Oberon in
relation, inter alia, to its business and the performance of their duties
under the Placing Agreement.

 

The Placing and Subscription Price represents a discount of 28.6% to the
closing middle market price of 1.40 pence per Ordinary Share on 31 May 2022,
being the latest business day prior to the date of this announcement.

 

Convertible Loan Notes

 

On 31 May 2022, the Company entered into a convertible loan note instrument
for a total subscription of £2,106,000 Convertible Loan Notes. The
Convertible Loan Notes have a term of three years and attract interest at a
rate of 12% per annum, which is payable commencing on the date of issue either
as to, at the Company's option:

 

 ·         8% per annum paid monthly plus 4% payable via the issue of additional
           Convertible Loan Notes as payment in kind; or
 ·         12% payable via the issue of additional Convertible Loan Notes as payment in
           kind.

 

 

The Convertible Loan Notes:

 

 ·         are unsecured;
 ·         are convertible into new Ordinary Shares at the price of £1.10 per new
           Ordinary Share, a premium of 10% to the Placing Price (the "Conversion
           Price");
 ·         are convertible, in part or in full, at the option of the noteholders from the
           date of issue until the final repayment date, being the third anniversary of
           the date of issue.  In addition the notes are convertible automatically on a
           change of control of the Company, subject to certain limitations;
 ·         do not give the Lender voting rights over the Ordinary Shares or dividend
           rights until conversion;
 ·         if not repaid, redeemed or converted by the third anniversary of issue are
           repayable in cash in full together with accrued interest on that date;
 ·         may be redeemed in cash at the option of the Company at any time at 115% of
           par. The Lender will have a period of 15 business days to respond to an offer
           to redeem with a conversion notice which would render the offer to redeem null
           and void and such notes would convert into new Ordinary Shares at the
           conversion price of £1.10;
 ·         will not be listed;
 ·         if converted in full at the Conversion Price, will represent approximately
           10.8 per cent of the issued share capital of the Company as enlarged by the
           issue of the Placing Shares, Subscription Shares and Convertible Loan Notes
           (excluding the impact of any additional notes created through the payment in
           kind of interest payments and assuming no other new Ordinary Shares are issued
           by the Company in the period until conversion);
 ·         grant a right to the majority noteholders (being noteholders that holds more
           than two thirds  by nominal value of the Convertible Loan Notes, namely LF
           Gresham House UK Microcap Fund and a fund managed by Gresham House Asset
           Management Limited) to appoint an observer or a director to the board of
           Silverbullet.

 

It is noted that the maximum number of new Ordinary Shares that may be issued
on conversion of the Convertible Loan Notes, including the potential impact of
any additional notes that may be issued as payment in kind of interest
payments, is 2,739,271 Ordinary Shares.

 

Deferred Settlement Terms

 

The Company has agreed with three individual high net worth
(non-institutional) investors, who are subscribing for Subscription Shares
and/or Convertible Loan Notes and who are existing shareholders in the
Company, extended settlement terms in respect of their subscriptions, with
such shareholders. The extended settlement terms will provide for a settlement
period of up to 90 days from the date of the General Meeting.  The three
shareholders are subscribing for, in aggregate £486,000 Convertible Loan
Notes and 361,220 Subscription Shares.

 

Use of Proceeds

 

The net proceeds of the Fundraise and Broker Option are intended to be applied
towards the growth of sales and development of Silverbullet's 4D product, as
well as to provide additional general working capital to support the growth of
the business.

 

Broker Option

 

The Company has granted an option to Oberon under the Placing Agreement in
order to deal with additional demand under the Placing if requests to
participate in the Placing from existing shareholders and others who are
qualifying investors are received during the period of 10 days following the
release of this announcement. The Broker Option is conditional on the
Resolutions being passed at the General Meeting (as defined below) and any
Ordinary Shares issued pursuant to the exercise of the Broker Option ("Broker
Option Shares") will be issued on the same terms and conditions as the Placing
Shares.

 

To participate in the Broker Option, qualifying investors should communicate
their interest to Oberon.  Oberon can be contacted by telephone on 020 3179
5300 or by email at placings@oberoninvestments.com
(mailto:placings@oberoninvestments.com)  .

 

Oberon 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 Oberon may determine. A separate announcement will be made
regarding the results of the Broker Option.

Any Broker Option Shares will be issued on the same terms and conditions as
the Placing Shares. The Broker Option may be exercised by Oberon, following
consultation with the Company, but there is no obligation on them to exercise
the Broker Option or to seek to procure subscribers for Broker Option Shares
pursuant to the Broker Option. The maximum number of Broker Option Shares that
may be issued pursuant to the exercise of the Broker Option is 500,000. The
maximum aggregate number of new Ordinary Shares (including both the Placing
Shares and Broker Option Shares) that may be issued is 500,000.

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 exercised, settlement for the Broker Option Shares and
admission of the Broker Option Shares to trading on AIM is expected to take
place contemporaneously with Admission of the Placing Shares. Assuming the
Broker Option is fully subscribed, the Placing, Subscription and Broker Option
combined would result in the issue, in aggregate, of 2,894,000 new Ordinary
Shares, representing approximately 17.7% of the Company's issued ordinary
share capital as enlarged by the Placing, Subscription and Broker Option.

General Meeting

 

The Placing, Subscription, Convertible Loan Note issue and Broker Option are
subject, inter alia, to shareholder approval, which will be sought at a
General Meeting of shareholders to consider, and, if seen fit, to approve
resolutions required to effect the Fundraise and the Broker Option. A
circular, including formal notice of the General Meeting to be held at the
offices of Fladgate LLP, 16 Great Queen Street, London WC2B 5DG at 10.00 a.m.
on 20 June 2022 is expected to be sent to shareholders today and will be made
available on the Company's website at
https://investors.wearesilverbullet.com/investors.

 

The Directors consider the Fundraise to be in the best interests of the
Company and its Shareholders as a whole and recommend that shareholders vote
in favour of the Resolutions to be proposed at the General Meeting.

 

Admission and Total Voting Rights

 

Subject to shareholder approval at the General Meeting, application will be
made for the Placing Shares, Subscription Shares and Broker Option Shares to
be admitted to trading on AIM ("Admission"). It is ‎expected that Admission
will take place at 8.00 a.m. (London time) on or around 21 June 2022. The
Placing Shares, Subscription Shares and Broker Option Shares will rank pari
passu with the Company's existing Ordinary Shares.

 

Following Admission, assuming no shares are issued pursuant to the Broker
Option, there are expected to be a total of 15,816,687 Ordinary Shares in
issue. As the Company does not hold any shares in Treasury, this 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 change to
their interest in, the Company under the FCA's Disclosure Guidance and
Transparency Rules.

 

Directors' participation in the Subscription

 

The following Directors are subscribing for Subscription Shares pursuant to
the Subscription for an investment, in aggregate, of approximately £90,000.
Their subscription for new Ordinary Shares is taking place on the same terms
and conditions as the Placing.

 

 Director           No of Subscription Shares subscribed for pursuant to the Subscription  Resulting holding of Ordinary Shares*  Resulting percentage of Ordinary Share Capital following the Placing and
                                                                                                                                  Subscription*
 Ian James          25,000                                                                 458,522                                2.90%
 Nigel Sharrocks    15,000                                                                 26,905                                 0.17%
 Keith Sadler       10,000                                                                 10,000                                 0.06%
 Steve Clarke       10,000                                                                 30,525                                 0.19%
 Darren Poynton     10,000                                                                 14,015                                 0.09%
 Umberto Torrielli  10,000                                                                 143,433                                0.91%
 Martyn Rattle      10,000                                                                 10,000                                 0.06%

 

* assuming no Ordinary Shares issued pursuant to the Broker Option

 

It is also noted that Kristen Kelly, Chief Operating Officer of the Company,
has subscribed for 10,000 Subscription Shares pursuant to the Subscription.

 

Related Party Transactions

 

Keith Morris has subscribed for 203,500 Subscription Shares pursuant to the
Subscription and £300,000 Convertible Loan Notes. This subscription by Keith
Morris, a substantial shareholder in the Company, is deemed to constitute a
related party transaction under the AIM Rules. Accordingly, the Board, having
consulted with the Company Nominated Adviser, Strand Hanson Limited, consider
the terms of such subscription to be fair and reasonable insofar as the
Company's shareholders are concerned.

 

The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulation
(EU) No. 596/2014 as it forms part of United Kingdom domestic law by virtue of
the European Union (Withdrawal) Act 2018 (as amended). UPON THE PUBLICATION OF
THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE
INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS
SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION. For the
purposes of MAR and Article 2 of Commission Implementing Regulation (EU)
2016/1055 (as transposed into the laws of the United Kingdom), the person
responsible for arranging for the release of this announcement on behalf of
the Company is IAN JAMES, CEO of SILVERBULLET.

 

About Silverbullet

Silverbullet's proprietary 4D advertising solution is designed to help
advertisers target consumers in a "post cookie world". The product is a
natural extension to its existing services business which already serves a
blue-chip client base such as Heineken, Channel 4, Amazon and ITV amongst many
others. The removal of third-party cookies has already been implemented by web
browsers such as Firefox and Safari, with Google expected to phase out the use
of cookies in 2023.

Headquartered in London, the Group employs 74 employees across five regions
across the globe, including, the UK, Italy, Germany, Australia and the US. The
Group continues to look at other opportunities for expansion worldwide.

The Company has an established and growing services business with significant
accumulated industry experience and a proven track record of delivering
strategic projects and activation services to its clients. The majority of the
Board have held senior positions at global software companies and have
significant industry experience across data engineering, SAAS product
development and marketing.

The Group has close technical and commercial partnerships with Salesforce,
Oracle and Adobe, all of which have existing sales channels and are already
delivering to clients.

The Group has established a strategic partnership and an entity with Local
Planet, a scaled network of over 60 agencies across the globe.  Local Planet
Data Services Limited was established in December 2020 and presents a
significant opportunity to provide data services and the 4D product to the
Local Planet agency network.

 

 

 

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