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Mobile Streams plc   -  MOS   

Result of GM, Board Changes and Placing

Released 14:17 26-Nov-2019

RNS Number : 7334U
Mobile Streams plc
26 November 2019
 

26 November 2019

 

Mobile Stream Plc

("MOS" or the "Company")

 

Result of General Meeting, Board Changes and Completion of Placing

 

 

Mobile Streams plc announces that, at the General Meeting of the Company held earlier today, all of the proposed resolutions, which are set out in full in the Placing Circular dated 5 November 2019 (the "Circular"), were passed.

 

Accordingly, the Company will proceed with the timetable of principal events outlined in the Circular, namely implementing the share reorganisation, creation of the deferred shares and admission and commencement of dealings in the Placing Shares and Settlement Shares.

 

As further detailed in the Circular, the Company has agreed to a licence with Krunch on a revenue share basis; specifically, in the initial 12 months the Company will retain all incremental revenue generated by its partnership with Krunch whilst paying Krunch the standard client set-up fees recharged at cost and thereafter on an agreed split of revenue basis. The Company will update investors over the following months as this starts to provide what the Board hopes will be material additional revenues for the Group.

 

Furthermore, the Company has today appointed Nigel Burton as Non-Executive Chairman, Charles Goodfellow as a Non-Executive Director and Mark Epstein as Chief Operating Officer. Further regulatory details on Nigel, Charles and Mark, as required by AIM Rule 17, are set out in Appendix 1 of this announcement. Jonathan Bill, a Non-Executive Director, has left the Board with immediate effect whilst Peter Tomlinson, formerly Non-Executive Chairman, moves to Non-Executive Director.

 

Application has been made for the total of 390,491,471 New Ordinary Shares of 0.01p each ("New Ordinary Shares"), including the 221,238,938 New Ordinary Shares issued pursuant to the Placing and 28,500,000 New Ordinary Shares issued to Simon Buckingham pursuant to the settlement of accrued fees, to be admitted to trading on AIM ("Admission"); such Admission is expected to occur on 27 November 2019.

 

On Admission, the Placing Shares and Settlement Shares will rank pari passu in all respects with the existing ordinary shares of the Company, including the right to receive all dividends and other distributions declared after the date of their issue. 

 

The Company has now reached an amicable out of court severance settlement with a former senior employee of the Company in Argentina who was released in April 2019. Whilst the Company remains hopeful of reducing the agreed settlement if it can, the current settlement entails a one-time cash payment of US$36,000 payable shortly followed by 20 monthly instalments of US$3,500.

 

Following implementation of the matters approved by Shareholders at the General Meeting, the Company expects to complete the appointment of a Nominated Adviser later today with a view to announcing this at 7.00am tomorrow morning. Accordingly, assuming this happens as expected, the Company expects that trading in the Company's New Ordinary Shares on AIM will resume with effect from 7.30am on 27 November 2019.

 

Following the issue of the Placing Shares and Settlement, the Company will have 390,491,471 New Ordinary Shares in issue. This figure represents the total voting rights in the Company and may be used by shareholders as the denominator for the calculations by which they can determine if they are required to notify their interest in, or a change to their interest in the Company under the Financial Conduct Authority's Disclosure and Transparency Rules.

 

Furthermore, following the issue of the Settlement Shares Simon Buckingham is interested in 44,618,650 Shares representing 11.43% of the Company's Enlarged Issued Share Capital.

 

All terms within this announcement are defined in the Circular dated 5 November 2019.

 

Simon Buckingham, CEO, said 'We are delighted that Shareholders have overwhelmingly supported the proposals put to them today and the Company can now move forward with the exciting developments it has identified in what we hope is a new chapter as a public company. The agreement with Krunch will hopefully provide the Company with a second revenue stream and with the funds raised under the Placing we hope to be able to increase our marketing spend on our existing mobile platform. I also take this opportunity to thank Jonathan Bill for his contribution to the Company and wish him well for the future whilst welcoming Nigel, Charles and Mark on board.'

 

For further information, please contact:

 

Mobile Streams plc

Nigel Burton, Chairman +44 77 8523 4447

Simon Buckingham, Chief Executive Officer

www.mobilestreams.com

 


Peterhouse Capital Limited

Eran Zucker                                        +44 (0) 20 7469 0930

 

 

Appendix 1

 

Dr Nigel John Burton, Chairman (aged 61)

Following over 14 years as an investment banker at leading City institutions including UBS Warburg and Deutsche Bank, including as the Managing Director responsible for the energy and utilities industries, Nigel spent 15 years as Chief Financial Officer or Chief Executive Officer of a number of private and public companies. Nigel is currently a Non-Executive Director of AIM listed companies Remote Monitored Systems plc, Digitalbox plc, Regency Mines plc and Alexander Mining plc.

Current and Past Directorships and Partnerships within the last 5 years are as follows:

Current

Past

Alexander Mining plc

Management Resource Solutions plc

ASD Visual Aids Limited

New Day Energy Indonesia Limited

Digitalbox plc

NU-Oil and Gas plc

Gyrometric Systems Limited

Procurement Services (Delaware) Inc.

Highbec Limited

 

Regency Mines plc

 

Remote Monitored Systems plc

 

SenseToys Limited

 

Strat Aero International Limited

 

Tau Capital plc

 

Wasdale Head Inn Limited

 

Wasdale Head Limited

 

 

Pursuant to Rule 17 and Schedule 2(g) of the AIM Rules for Companies, the following information is disclosed in respect of Dr Nigel John Burton:

Dr Nigel Burton was a director of Pease Limited within 12 months of the company appointing a liquidator in June 1998.  The company was subsequently liquidated in 2002.

Nigel Burton is interested in 8,849,557 ordinary shares, representing 2.27% of the Company's issued share capital.

Charles Edouard Goodfellow, Non-Executive Director (aged 52)

Charles Goodfellow has over 30 years' experience in the London capital markets, having worked initially in equity sales and then in corporate finance for various London investment banks and corporate finance specialists. He specialises in assisting smaller companies across a range of sectors in raising growth capital, as well as targeting industry partners capable of taking strategic stakes and control.

 

Current and Past Directorships and Partnerships within the last 5 years are as follows:

Current

Past

Sabien Technology Group Plc

Property Consortia UMUM

Newco1957 Limited

Property Consortia Ltd

Aquila 2 Limited

Touchstone Gold Limited


Woodlands Lery Ltd


Acorn Growth plc (re-named Vodere plc)


Guild Ventures PE Limited


F.I. French Investments Limited

 


Mentum Inc (re-named Forbes Ventures )

 


Ecole Francaise De Londres Jacques Prevert Ltd

 


Guild Acquisitions (re-named KR1 plc)

 

Mark Alexander Epstein, Chief Operating Officer (aged 44)

Mark is an experienced CEO, director, entrepreneur, expert in marketing, communications, technology and mobile. Mark is the co-founder of Krunch.ai a next generation insight and intelligence platform, IgniteAMT a digital transformation company and IgniteCAP an incubation and investment business. Mark also co-founded and was CEO on its AIM listing of The People's Operator PLC, a cause-based mobile phone network that had operations the UK and USA. Prior to that Mark co-founded Mass1 which he grew into one of the UK's most successful campaign agencies. He has also held numerous senior management positions in his career.   

 Current and Past Directorships and Partnerships within the last 5 years are as follows:

Current

Past

Political Pixel Ltd

Mass 1 Engagement Limited

IgniteAMT Ltd

Peoplegood Ltd

IgniteCAP Ltd

The People's Operator PLC

KrunchData Ltd

Maenetcom Limited

MSAE Ltd

Mass1 Ltd

 

Mass1 Netgen Ltd

 

Airnet Limited

 

The People's Operator Community Limited

 

The People's Operator Holdings Limited

 

There is no further information to be disclosed in relation to Nigel, Charles or Mark's appointment pursuant to AIM Rule 17 or paragraph (g) of Schedule Two of the AIM Rules for Companies.

 


This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
 
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Result of GM, Board Changes and Placing - RNS