MelodyVR Group PLC Issue of Convertible Loan Notes (3688O)
February 08 2021 - 10:31AM
UK Regulatory
TIDMMVR
RNS Number : 3688O
MelodyVR Group PLC
08 February 2021
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014, as it
forms part of domestic law by virtue of the European Union
(Withdrawal) Act 2018 .
THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES
NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR
ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE
FOR, ANY SECURITIES OF MELODYVR GROUP PLC.
MelodyVR Group PLC
("MVR" or the "Company")
Issue of Convertible Loan Notes
MelodyVR Group PLC (AIM:MVR), a leading music company and
operator of the MelodyVR and Napster platforms, who recently
announced its intention to change its name to Napster Group PLC is
pleased to announce additional investment of GBP6.48 million by way
of issue and subscription of Convertible Loan Notes ("Loan
Notes").
Under the terms of an Investment Agreement, Nice & Green S.A
(the "Investor"), a Swiss Investment firm has agreed to subscribe
for unsecured Loan Notes totalling GBP6.48 million to be issued
over a 12 month period commencing February 2021 ("Commitment
Period").
The proceeds of the Loan Notes, will support the development and
launch of the new integrated mobile app which will combine the best
content and functionality from both the Napster and MelodyVR
businesses to create a new music platform during the course of
2021.
Principal key terms of the Loan Notes
The investment will comprise the subscription of 648 Loan Notes,
each having a nominal value of GBP10,000 and GBP6.48 million in
aggregate. The Loan Notes will be subscribed for by the Investor in
12 tranches of GBP540,000 at the Company's request, each tranche
not to be more than 21 days apart, during the course of the
Commitment Period.
The Loan Notes will be convertible into Ordinary Shares at the
Investors request and will have a conversion price calculated with
reference to 93 per cent. of the lowest daily VWAP during the 6
trading days immediately preceding the date of notice of
conversion. The Company has the option to redeem the Loan Notes at
its absolute discretion in cash at a 3 per cent. premium to their
nominal value. In addition, the Investor will receive a commitment
fee equal to 5 per cent. of the principal amount of each tranche of
Loan Notes subscribed for by the Investor. No interest will be
payable on the Loan Notes. In addition, the agreement contains
customary representations and warranties for a financing
arrangement of this nature.
In the event the Company's share price decreases between the
date following a conversion notice being issued by the Investor and
admission of the shares to trading on AIM (the "Pre-admission
Period"), the Company shall pay an amount to the Investor equal to
the difference multiplied by 20 per cent. of the total volume of
ordinary shares traded on AIM over the Pre-admission Period, such
amount to be satisfied at the option of the Company in cash or in
equity. The difference in share price during the Pre-admission
Period would be calculated using the average share price over the
Pre-admission Period.
Anthony Matchett, Group CEO said
"We are delighted to announce this convertible funding which
will support the development of our new Napster music service
throughout the course of 2021, whilst remaining in the best
interest of shareholders due to the principal terms of the
agreement. We are pleased to welcome Nice & Green as strategic
investors into our company and look forward to working together
more closely."
Benoit Villers, Managing Partner of Nice & Green said
"Following its recent acquisition of Napster, MelodyVR will
pioneer the next-generation of music service and offer the first
ever music entertainment platform combining immersive visual
content and music streaming. Nice & Green is proud to finance
and invest in such an ambitious, disruptive and ground-breaking
project supported by a fantastic team."
For further information please contact;
MelodyVR Group PLC email@melodyvr.group
Anthony Matchett, Group CEO
Arden Partners plc: Tel: +44 (0) 20 7614
Nominated Advisor and Broker 5900
Corporate Finance: Ruari McGirr / Ben
Cryer
Corporate Broking: Simon Johnson
Notes to Editors:
www.melodyvr.com
www.napster.com
About Nice & Green SA:
Nice & Green SA is an independent Swiss Proprietary Equity
Investment and Alternative
Financing company who help small and mid-sized listed companies
to secure funding needed for their growth. Nice & Green is
owned and managed by two principals and capitalizes on establishing
long term financial partnership with the companies it assists.
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