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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December 11, 2020 03:00 ET (08:00 GMT)

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