AIM Schedule One - MelodyVR Group PLC (2904I)
December 11 2020 - 2:00AM
UK Regulatory
TIDMMVR
RNS Number : 2904I
AIM
11 December 2020
ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION
IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM
RULES")
COMPANY NAME:
MelodyVR Group PLC
COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY
TRADING ADDRESS (INCLUDING POSTCODES) :
55 Poland Street, London, England, W1F 7NN
COUNTRY OF INCORPORATION:
England
COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED
BY AIM RULE 26:
https://melodyvr.group/
COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR,
IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING
POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE
TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:
Admission is sought as a result of a reverse take-over under
rule 14 by MelodyVR Group of Rhapsody International, trading
as Napster.
Upon completion of the transaction, Napster will be a wholly-owned
subsidiary of MelodyVR Group. The enlarged group will combine
the service offerings of MelodyVR and Napster, offering music
fans a consolidation of music artist's repertoires including
recorded music, short form video content, long form video content,
digitally ticketed live streams, educational videos and immersive
AR/VR content, into one premium subscription product. The Company's
service will be available in a new app which, once launched,
will be made available across multiple devices, including smartphones,
tablets, smart TV's, consoles and VR devices, as well as providing
audio only offerings for in-car and connected home devices
such as Sonos and Amazon Echo. The company will be headquartered
in the UK with operations in the US and Europe.
DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS
AS TO TRANSFER OF THE SECURITIES (i.e. where known, number
and type of shares, nominal value and issue price to which
it seeks admission and the number and type to be held as treasury
shares):
Number of ordinary shares of 1 pence each in nominal value
("Ordinary Shares") for which Admission will be sought: 2,463,195,763
Subscription price per Ordinary Share: 3.75 pence
The are no restrictions as to the transferability of the Ordinary
Shares and no Ordinary Shares will be held in treasury.
CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING)
AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:
Capital to be raised on admission: $10.1 million
Anticipated market capitalisation on admission: GBP92.4 million,
based on an issue price of 3.75p
PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
26.3 per cent.
DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH
THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE
OR WILL BE ADMITTED OR TRADED:
N/A
FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS
(underlining the first name by which each is known or including
any other name by which each is known):
Simon Cole - Non-executive Chairman
Anthony Matchett - Chief Executive Office
Steven Hancock - Chief Relationship Officer
Grant Dollens - Non-executive Director
Andrew Botha - Non-executive Director
Lansing Davis - Non-executive Director (expected to be appointed
following Admission, subject to satisfactory completion of
Nomad checks)
FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED
AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER
ADMISSION (underlining the first name by which each is known
or including any other name by which each is known):
Before Admission After Admission
Name Number of % of Ordinary Number of % of Ordinary
Ordinary Share Capital Ordinary Share Capital
Shares Shares
------------ --------------- ------------ ---------------
Davis Capital
Partners LLC 249,171,192 12.1 249,171,192 10.1
------------ --------------- ------------ ---------------
Anthony Matchett 155,149,463 7.5 158,482,796 6.4
------------ --------------- ------------ ---------------
Tellworth Investments 120,912,929 5.9 120,912,929 4.9
------------ --------------- ------------ ---------------
J Gore Bahamas
Limited 120,108,152 5.8 120,108,152 4.9
------------ --------------- ------------ ---------------
Steven Hancock 117,550,803 5.7 120,884,136 4.9
------------ --------------- ------------ ---------------
Grant Dollans 101,664,112 4.9 121,616,725 4.9
------------ --------------- ------------ ---------------
Ross Creek Capital
Management 70,445,828 3.4 70,445,828 2.9
------------ --------------- ------------ ---------------
Invesco Oppenheimer
Global Opportunities
Funds 68,750,000 3.3 68,750,000 2.8
------------ --------------- ------------ ---------------
Real Networks
Digital Music
of California
Inc. nil nil 200,000,000 8.1
------------ --------------- ------------ ---------------
NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE
2, PARAGRAPH (H) OF THE AIM RULES:
n/a
(i) ANTICIPATED ACCOUNTING REFERENCE DATE
(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION
DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited
interim financial information)
(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS
PURSUANT TO AIM RULES 18 AND 19:
i) 31 December
ii) 30 June 2020
iii) Audited results the year ended 31 December 2020 by 30
June 2021
iii) Unaudited results for the six months to 30 June 2021 by
30 September 2021
iii) Audited results for the year ended 31 December 2021 by
30 June 2022
EXPECTED ADMISSION DATE:
29 December 2020
NAME AND ADDRESS OF NOMINATED ADVISER:
Arden Partners Plc
125 Old Broad Street
London
EC2N 1AR
NAME AND ADDRESS OF BROKER:
Arden Partners Plc
125 Old Broad Street
London
EC2N 1AR
OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE
(POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE
AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL
DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:
A copy of the admission document containing full details about
the applicant and the admission of its securities is available
on the Company's website, www.melodyVR.group
THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO
APPLY
The Company has adopted the Quoted Companies Alliance's Corporate
Governance Code
DATE OF NOTIFICATION:
11 December 2020
NEW/ UPDATE:
New
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END
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