TIDMCHA
RNS Number : 2750L
Concha plc
08 August 2013
8 August 2013
Concha PLC
("Concha" or the "Company")
Placing, Acquisition and Restoration of Trading on AIM
Concha plc ("Concha" or the "Company"), the AIM quoted
investment company focused on investing in media, communications
and technology companies, today announces the acquisition of a 30
per cent interest in The Works The Complete Design Facility Limited
("The Works"), a placing of approximately GBP1.0 million (the
"Placing") and the restoration of trading on AIM (the "Restoration
of Trading").
Acquisition of a 30 per cent interest in The Works
Concha is pleased to announce that it has completed the
acquisition of a 30 per cent interest in The Works, a leading
specialist media design agency focusing on the sports sector,
dealing with Branding, Motion and Events (the "Acquisition").
Founded in 1989 by the current chief executive officer, Roy Webber,
the Leeds based business currently employs 17 staff. Roy has a
background with the BBC and Yorkshire TV and together with his wife
Karen are the majority shareholders of The Works.
The Works Branding activities cover everything from brand
strategy, corporate identity, competition branding, major sports
event branding, publications and presentations, to full collateral
rollouts for the world's biggest sporting events. The Works Motion
capabilities includevideo production, editing, motion graphics,
visual FX, CGI, animation, and the full range of digital
applications for the internet. The Works Events division covers
client events, conferences, experiential tours, fan zones,
exhibitions and museum design. Clients include some of the world's
biggest sporting federations such as UEFA, FIBA, IAAF, FIVB, ERC,
RFL, FIH and NBA.
Concha believes that the market for websites and Apps for the
leading major sporting federations, associations, leagues, clubs,
sports marketing agencies and related service companies will
continue to experience strong growth over the coming years as a
result of their brand strength, large fan bases and social media
followings underpinned by increasing Broadcast rights fees and
sponsorship. Accordingly, Concha believes The Works is well
positioned to benefit from its existing and prospective pipelines
of business, both of which are expected to generate income through
design and build fees.
Following completion of the Acquisition, Chris Akers, Executive
Chairman of Concha, will become non-executive Chairman of The Works
acting as Concha's board representative and also providing The
Works with access to his worldwide database of sports contacts.
The consideration payable by Concha under the Acquisition is
GBP400,000 in cash and has been funded by the Placing, further
detail on which is below.
In its last statutory accounts for the year ended 30 September
2012, The Works reported total assets of GBP649,917, revenue of
GBP1,084,145 and profit after tax of GBP131,770. Further
information can be found at the company's website
http://www.worksltd.co.uk/
Placing
Concha is also pleased to announce that it has raised gross
proceeds of approximately GBP1.0 million through a placing of
282,499,999 new Ordinary Shares of 0.1p each in the Company (the
"Placing Shares") with new investors (the "Placees") at a placing
price of 0.35p per Ordinary Share (the "Placing Price"), subject to
Restoration of Trading and admission of the Placing Shares to
trading on AIM.
Of the total 282,499,999 Placing Shares issued pursuant to the
Placing, an initial tranche of 100,000,000 shares was issued on 4
June 2013 with the balance of 182,499,999 shares issued on 7 August
2013. Application will be made as soon as practicable for the
admission of the Placing Shares to trading on AIM.
Warrants
As part of the Placing, the Company has agreed to issue 1
warrant for every 4 Placing Shares subscribed for by the Placees,
exercisable at the Placing Price and within an exercise period of 5
years from the date of issue (the "Placing Warrants"). The total
number of Placing Warrants issued under the Placing will therefore
be 70,624,999.
The Company has also agreed to issue Russell Backhouse,
Financial Director of the Company, warrants over 15,317,227 shares,
again exercisable at the Placing Price and within an exercise
period of 5 years from the date of issue.
Following the issue of Russell's warrants and the Placing
Warrants, the total number of warrants outstanding will be
240,325,634.
Trading Restoration
As announced on 8 February 2013, trading in Concha's shares on
AIM was suspended pending implementation of its investing policy in
accordance with the AIM Rules. Concha is now pleased to confirm
that as a result of the qualifying investments it has made since
that date, AIM Regulation has confirmed that the suspension will be
lifted and that trading in the Company's shares will recommence at
7.30 a.m. on 09 August 2013.
Total Voting Rights
The Company has no Ordinary Shares held in treasury. The total
number of voting rights in the Company following the Placing will
therefore be 777,756,979. This figure may therefore be used by
shareholders in the Company as the denominator for the calculations
by which they will determine if they are required to notify their
interest in, or a change in their interest in, the share capital of
the Company under the FCA's Disclosure and Transparency Rules.
Current Portfolio Update
Moshen Limited
On 12 March 2013, Concha announced an initial investment of
GBP500,000 in Moshen Limited ("Moshen"), a leading developer and
distributor of digital apps focusing on the sports, games and
entertainment sectors. Since then, and in order to support Moshen's
ongoing growth, Concha has invested a further GBP253,000 through a
series of investments comprising GBP112,000 by way of a rights
issue participation and GBP141,000 by way of a convertible
instrument. As a result of this, Concha's holding in Moshen has
increased to 41 per cent of the issued share capital.
Churchill Media Limited
On 13 March 2012, Concha entered into a loan facility agreement
with Churchill Media Limited ("CML") for an initial period of ten
months. As announced the loan was extended on 13 January 2013 and
again, with revised terms, on 13 March 2013. The loan has an
outstanding balance of GBP750,000 plus accrued interest of
cGBP50,000. The loan and interest are due for repayment on or
before 30 September 2013. The loan bears interest at the rate of 6%
above LIBOR and is secured against the assets of CML which comprise
investments in a number of TMT and media businesses. Concha has
commenced a dialogue with CML regarding its ability to satisfy
repayment of the loan either in cash or through an exchange for
interests in investments held by CML or its associates. Concha is
undertaking a review of CML's investment portfolio and assets, and
expects to make a further announcement in due course.
PixCom Ventures Limited
Concha has entered into a convertible loan note agreement with
PixCom Ventures Limited ("PixCom"), an early stage business which
has acquired the rights to create and deliver experience based
video and photography at a number of events and entertainment
sites, pursuant to which Concha has provided funds of GBP100,000 to
PixCom. The convertible loan note has a 5 per cent coupon, is
repayable on or before 30 June 2014 and is convertible at Concha's
option into shares equivalent to up to 25 per cent of the issued
share capital in PixCom. In addition, Concha has an option to
subscribe for shares equivalent to a further 15 per cent of PixCom
for a payment of GBP100,000 during the five year exercise
period.
Chris Akers, Executive Chairman of Concha, commented "The
acquisition of this strategic minority in The Works will complement
Concha's existing 41 per cent shareholding in Moshen and is
expected to enable the two companies to work closely together
marrying the technical expertise of Moshen with the creative
skill-sets of The Works for the benefit of the world's leading
sports federations, associations, leagues, clubs and
franchises."
Enquiries:
Concha plc chris.akers@srgplc.com
Chris Akers, Executive Chairman
Strand Hanson Limited (Nominated Adviser and Joint Broker) 020 7409 3494
James Harris
Andrew Emmott
Ritchie Balmer
PeterHouse Corporate Finance (Joint Broker) 020 7926 0935
Jon Levinson
Lucy Williams
This information is provided by RNS
The company news service from the London Stock Exchange
END
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