IMMO Immotion Group Plc

TIDMIMMO

RNS Number : 6571O

Immotion Group PLC

02 February 2023

The information contained within this announcement is deemed to constitute inside information for the purposes of Article 7 of EU Regulation 596/2014 (Market Abuse Regulations) which is part of UK law by virtue of the European Union (Withdrawal) Act 2018. Upon publication of this announcement, this inside information is now considered to be in the public domain.

2 February 2023

Immotion Group plc

("Immotion", or "Company")

Share Buy back

Immotion, the UK-based immersive entertainment group, announces that further to the announcement earlier today regarding the Proposed Transaction for the sale the Location Based Entertainment business ("LBE"), the Company has entered into a conditional agreement to acquire the shares of Rodney Findley, Ken Musen and Alasdair Ritchie (senior employees who will remain with the LBE business) (together the "Leavers"). In aggregate the Leavers currently hold 21,657,193 ordinary shares in the Company ("Leaver Shares"), and share options over 13,283,833 Ordinary Shares with an exercise price of 2.5p (the "Leaver Options"). Rodney Findley is currently a director of the Company but will leave the Board on completion of the sale of LBE.

It is the Board's intention to allow both Rodney Findley and Ken Musen to exercise the Leaver Options, both vested and unvested, on a 'good leaver' basis. The Company will buy back the Leaver Shares and Ordinary Shares resulting from the exercise of the Leaver Options for cancellation at a price of 3.65p per Ordinary Share (the "Transaction"). The Company has entered into separate agreements with each of the Leavers in relation to the Transaction. Completion of the Transaction is conditional on the consent of the Company's Shareholders through the granting of the necessary authorities and the Company procuring, if necessary, Court approval for a capital reduction to provide the Company with sufficient distributable reserves. It is expected that a circular detailing the necessary resolutions to effect the Transaction will be sent to Shareholders Transaction during Q1 2023.

The acquisition of Rodney Findley's Ordinary Shares as part of the Transaction is considered to be a related party transaction under AIM Rule 13 of the AIM Rules for Companies due to Rodney Findley being a director of the Company. The directors of the Company independent of Mr Findley consider, having consulted with Cenkos Securities PLC, the Company's Nominated Adviser, that the terms of the transaction are fair and reasonable insofar as the Company's shareholders are concerned.

Copies of the buy-back contracts with the Leavers will be available for inspection at the registered office of the Company for a period of 15 days ending with the date of the general meeting at which approval of the Shareholders is sought and at the general meeting itself.

Martin Higginson, Group CEO - Immotion Group plc said: "We would like to thank Rod for his hard work and dedication in helping to grow the LBE business, he has been a valued member of the plc board. We wish him, Ken, Alasdair and the LBE team good luck in the next stage of the LBE journey."

Enquiries:

   For further information please visit   www.immotion.co.uk , or contact: 
 
 Immotion Group plc         Martin Higginson   investors@immotion.co.uk 
                             David Marks 
 Cenkos Securities          Adrian Hadden      Tel + 44 (0) 207 7397 8900 
  plc                        Camilla Hume 
  (Nomad and Sole Broker)    Charlie Combe 
 

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February 02, 2023 02:05 ET (07:05 GMT)

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