Subscription of Further £200k CLNs in WeShop
14/03/2023 07:00
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY IAMFIRE PLC TO
CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION
(EU) NO. 596/2014, AS AMENDED ("MAR"). ON THE PUBLICATION OF THIS ANNOUNCEMENT
VIA A REGULATORY INFORMATION SERVICE ("RIS"), THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN.
IamFire plc
AQSE: FIRE
(“FIRE” or the “Company”)
Further Subscription of £200,000 in CLNs in WeShop Holdings Limited
(“WeShop”)
WeShop Update
IamFire plc is pleased to announce that, following its acquisition of the
right to subscribe for a Convertible Loan Note Instrument (“CLN
Instrument”) constituting up to £3,750,000 convertible loan notes
(“CLNs”) in WeShop Holdings Limited (“WeShop”), it has agreed to
subscribe for a further £200,000 of CLNs. This follows the Company’s
subscription of £2m in the CLN Instrument announced on 29 November 2022 and a
further £500,000 subscription announced on 28 December 2022. The total
subscription in the CLN Instrument therefore totals £2,700,000. FIRE is
also pleased to provide an update on WeShop performance.
CLN Subscription
The conversion price under the CLN Instrument is £2 per consolidated WeShop
Ordinary Share. WeShop currently has a total of 28,668,415 consolidated
Ordinary Shares in issue.
Should the Company elect to convert the entire £2.7m of CLNs into WeShop
shares, FIRE would receive 1,350,000 WeShop consolidated Ordinary Shares
comprising almost 4.7% of the existing Ordinary Share capital of WeShop.
As a result of this subscription and the previous subscriptions announced on
29 November and 28 December 2022, IamFire retains the right to invest up to a
further £1,050,000 on the same terms under the CLN Instrument.
WeShop Update Highlights
* User downloads for the WeShop platform as at 9 March 2023 were over
100,000 up from 43,000 last reported by FIRE on 21 November 2022.
* Total purchases through the platform now total over 100,000 with an
annualised Gross Merchandise Value of £27.9m as at the end of February 2023
(over a 4 month average) compared to the last reported figure of £12.1m for
October 2022.
* The list of retailers affiliated to WeShop continues to grow with recent
additions including John Lewis, Sports Direct, TicketMaster, booking.com and
skyscanner. This adds to the existing list of some 750 UK retailers.
Richard Griffiths, Chairman of WeShop Holdings Limited said:
“The continued growth of the WeShop community demonstrates the strength of
the underlying proposition of community ownership in the platform. It is
encouraging to see so many influencers from a variety of backgrounds becoming
engaged as ambassadors and also to see the continued conversion of blue-chip
affiliate retailer partners coming on board. I look forward to further and
rapid developments throughout 2023 which I anticipate to be a seminal period
for WeShop’s scaling and progress.”
IamFire Investments in WeShop Holdings and CSIL
IamFire currently holds £6.7m of Convertible Loan Notes (CLNs) in WeShop.
It holds the right to subscribe for a further £1.05m in CLNs. In addition,
it holds a £4.5m CLN in Community Social Investments Limited (“CSIL”)
(formerly WeShop Limited), the conversion of which is anticipated to complete
in the near future. Should that CLN convert in full then IamFire would hold
approximately 23.6% of the issued share capital of CSIL which in turns holds
8,333,333 shares in WeShop. The aggregate holdings of IamFire in relation to
WeShop and CSIL are outlined in the following table:
Instrument Amount Held Conversion Price Conversion Date Notes
CLN in WeShop £4m £3 per share in WeShop 23 May 2023 Convertible into 1,333,333 shares in WeShop.
CLN in WeShop £2.7m £2 per share in WeShop 23 May 2023 Convertible into 1,350,000 shares in WeShop, of which £1.05m capacity remaining in CLN option.
CLN in CSIL £4.5m TBC Convertible into 23.46% of CSIL. CSIL holds 8,333,333 shares in WeShop. In specie distribution would result in approx. 1,950,000 shares in WeShop
There are currently some 28,658,415 shares in issue in WeShop. Should all
the instruments in the table convert and CSIL conducts a distribution in
specie of its WeShop shares then IamFire would hold approximately 4,633,333
shares in WeShop Holdings Limited representing some 16% prior to any further
share issuance.
The Directors of the Company, who have issued this RIS announcement, accept
responsibility for its content.
REGULATORY ANNOUNCEMENT ENDS
Enquiries:
Company:
info@iamfireplc.com
Peterhouse Capital Limited
Corporate Advisor:
Guy Miller: + 44 (0) 20 7469 0930 (Direct)
Corporate Broker
Lucy Williams: +44 (0) 20 7469 0930
Duncan Vasey: +44 (0) 20 7220 9797 (Direct)
About WeShop:
WeShop is a social commerce platform that allows users to shop and help each
other by reviewing, asking about or recommending products. It is affiliated to
the vast majority of the UK’s top 1,000 online retailers. Instead of
rewarding the users with cashback, discount codes or vouchers, WeShop allows
users to earn shares in the business.
WeShop intends to be 90% owned by its community of users, so the more users
shop, recommend and refer friends the more shares they will own in WeShop and
the more they will share in its financial success. Users of WeShop buy
products from retailers through the platform, as they would normally, but in
doing so they will earn shares in WeShop and benefit from aggregation as a
community and the revenue streams generated from affiliate programs, data,
promotion and advertising that the community through WeShop will generate.
WeShop intends to be the first truly shoppable social network owned by its
community of users. By creating a disruptive online model it hopes to create
a retail revolution which shares the financial success of online businesses
with the users of those online businesses whose data, transactions and
engagement has created them in the first place.
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