mporium Group PLC Minority interest acquisition of InTELEgentsia (4640A)
29 Setembro 2015 - 3:01AM
UK Regulatory
TIDMMPM
RNS Number : 4640A
mporium Group PLC
29 September 2015
MPORIUM GROUP PLC
("mporium" or the "Company")
Acquisition of the minority interests in InTELEgentsia Ltd.
The Acquisition
mporium Group plc (AIM:MPM) today announces the completion of
the purchase of the remaining interest in InTELEgentsia Ltd.
("InTELEgentsia") which it does not already own. Prior to this
transaction, mporium held 50.001% of InTELEgentsia following the
acquisition of Fast Web Media ("FWM") on 8 June 2015. The
consideration of approximately GBP250,000 for the remaining 49.999%
of InTELEgentsia is to be satisfied through the issue of 5,555,555
new ordinary shares of 0.5p in the Company (the "New Ordinary
Shares") at an issue price of 4.5p each (the "Acquisition") which
represents a 5.26% discount to the closing middle market price of
4.75p per Ordinary Share on 28 September 2015.
The Rationale
InTELEgentsia is a subsidiary of FWM that owns the intellectual
property of two products; InTELEgentsia and Weatherfit. It was
incorporated on 18 February 2015 to be FWM's products business with
all development and operating costs and future revenue channelled
through this company. To date the business has not traded and the
current value of its assets is GBP13,939.
Since acquiring the majority holding in InTELEgentsia, elements
of InTELEgentsia's Intellectual Property ("IP") have been used in
the development of new mporium products. This IP has been greatly
enhanced through the combination of IP with both mporium and Cxense
ASA. The resulting products have the potential for patents that
exceed the scope of the original InTELEgentsia applications.
In order to secure full IP rights to InTELEgentsia, the mporium
board (the "Board") has decided to buy-out the minority
shareholders. The Board believes that this will eliminate the
potential for IP ownership issues that could hamper the development
of mporium products or result in future valuation disputes.
The total consideration payable to the minority shareholders in
InTELEgentsia represents approximately 1.3% of the existing issued
share capital of the Company.
Application has been made to the London Stock Exchange for the
New Ordinary Shares to be admitted to trading on AIM ("Admission").
It is expected that Admission will become effective and dealings in
the New Ordinary Shares on AIM will commence at 8.00 a.m. on 2
October 2015.
The New Ordinary Shares will rank pari passu in all respects
with the existing Ordinary Shares of the Company. Following the
Acquisition, the total issued share capital of the Company is
431,275,158 Ordinary Shares of 0.5p each. The Company holds no
Ordinary Shares in treasury.
Barry Moat, CEO said,
"The new mporium products represent the next stage in the
transformation of the business, which started with the
announcements of 8 June 2015. Our new products are focused on the
rapidly growing m-commerce market and we believe that they will
have global reach. The acquisition of the minority interests in
InTELEgentsia consolidates mporium's IP ownership rights, which is
vital given the unique and innovative nature of our products."
Related Party Transactions
Ms Lee, Tin Yu, a substantial shareholder of the Company (as
defined by the AIM Rules) was a shareholder of FWM and is a
shareholder in InTELEgentsia. The aggregate consideration paid for
FWM and the Acquisition, in conjunction with Ms Lee, Tin Yu's
substantial shareholding in the Company, results in Ms Lee, Tin
Yu's participation in the Acquisition being classified as a related
party transaction under Rule 13 of the AIM Rules for Companies.
Michael Flynn, a director of InTELEgentsia was a shareholder in
FWM and is a shareholder in InTELEgentsia. The aggregate
consideration paid for FWM and the Acquisition, in conjunction with
Michael Flynn being a director of InTELEgentsia, a subsidiary of
the Company, results in Michael Flynn's participation in the
Acquisition being classified as a related party transaction under
Rule 13 of the AIM Rules for Companies.
The Directors of the Company consider, having consulted with the
Company's nominated adviser, N+1 Singer, that the terms of Ms Lee,
Tin Yu and Michael Flynn's participation in the Acquisition are
fair and reasonable insofar as the shareholders of mporium are
concerned. In providing advice to the Directors of the Company, N+1
Singer has taken into account the commercial assessments of the
Directors.
Enquiries:
mporium Group PLC
Barry Moat, CEO 020 3735 5908
N+1 Singer
Ben Wright
Alex Wright 020 7496 3000
Buchanan
Charles Ryland
Vicky Watkins 020 7466 5000
This information is provided by RNS
The company news service from the London Stock Exchange
END
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