THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR A SOLICITATION TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL, INCLUDING THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA. NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY SUCH OFFER, SOLICITATION OR COMMITMENT WHATSOEVER IN ANY OF THOSE JURISDICTIONS.
Immotion Group plc
("Immotion Group", "Immotion", the "Company" or the "Group")
Result of Placing
Immotion Group, the UK-based immersive virtual reality out-of-home entertainment group, is pleased to announce that it has raised gross proceeds of £2.85 million as result of the oversubscribed fundraising announced earlier today (the "Placing").
A total of 39,310,339 Placing Shares in the Company have been conditionally placed by WH Ireland Limited and Alvarium Capital Partners Limited (the "Brokers") with new and existing investors at a price of 7.25 pence per share (the "Issue Price").
The Placing Shares will represent approximately 12.1 per cent. of the Company's issued share capital following completion of the Placing ("Enlarged Share Capital"). The Issue Price represents a discount of approximately 11.0 per cent. to the closing mid-market price of Immotion's existing ordinary shares of 8.15 pence on 22 January 2020 (being the last business day prior to the announcement of the Placing earlier today).
The Placing is subject upon, inter alia, shareholder approval, Admission becoming effective and the Placing Agreement becoming unconditional and not being terminated in accordance with its terms.
A circular to shareholders will today be published seeking authority to allot equity securities for cash. Copies of the circular, including the notice of general meeting to be held at WH Ireland Limited, 24 Martin Lane, London, EC4R 0DR on 10 February 2020 at 10.00a.m., will shortly be posted to shareholders and will be available on the Company's website https://immotion.co.uk/.
As set out in the Company's Admission Document dated 12 July 2018, the Company has a "Concert Party" which, at the time of the Company's initial public offering ("IPO") held, in aggregate, 72.14 per cent. of the then fully diluted issued share capital of the Company.
Since the IPO, the Concert Party's percentage ownership of the Company has reduced, primarily as a result of dilution and share trading and, accordingly, the Company understands that the members of the Concert Party currently hold 146,918,469 Existing Ordinary Shares and options over 8,414,083 to be issued Ordinary Shares, representing approximately 51.34 per cent. of the current issued share capital of the Company and 52.73 per cent. of the fully diluted issued share capital of the Company. The Placing will result in further dilution of the Concert Party's interest to below 50 per cent of both the issued and to be issued share capital of the Company.
Patrick Brennan, a member of the Concert Party, has participated in the Placing. Immediately following Admission and assuming the issue of all of the Placing Shares, including those to Patrick Brennan, the members of the Concert Party will hold, in aggregate, approximately 45.78 per cent. of the issued share capital and, including options, approximately 47.14 per cent. of the fully diluted Enlarged Share Capital of the Company.
Following the Placing, as the Concert Party will hold more than 30 per cent. but less than 50 per cent. of the Company's voting share capital at Admission, any further acquisition of any interest in shares in the Company by any member of the Concert Party may trigger an obligation under Rule 9 of the Code requiring the members of the Concert Party to make a general offer to all Shareholders to acquire the entire issued share capital of the Company.
Capitalised terms used but not defined in this announcement have the meanings given to them in the Company's announcement released earlier today in respect of the Placing unless the context provides otherwise.
Martin Higginson, CEO of Immotion Group, said:
"We are delighted to have successfully completed this fundraise and for the strong support received following consultation with our major shareholders. The Directors believe that the funds raised will be sufficient to enable the Company to deliver its plans as outlined in this morning's announcement; to fund capital expenditure necessary for the Mandalay Bay installation along with circa 150 additional headsets, as well as for general business and working capital requirements. This makes us well placed to achieve positive monthly EBITDA by or around the end of Q1 based on our forecasted costs base."
Tel: +44 (0) 161 235 8505
WH Ireland Limited
(Nomad and Joint Broker)
Sales / Corporate Broking:
Tel: +44 (0) 207 220 1666
Alvarium Capital Partners Limited
Tel: +44 (0) 207 195 1458
This announcement includes inside information as defined in Article 7 of the Market Abuse Regulation No. 596/2014 and is disclosed in accordance with the Company's obligations under Article 17 of those Regulations.