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RNS Number : 3689O

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.

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.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN 779021)

8(th) February 2021

MelodyVR Group PLC

(" MelodyVR " or the " Company ") ( LON : MVR )

PrimaryBid.com Offer

MelodyVR ( LON : MVR ), the AIM quoted 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, an offer via PrimaryBid (the "Offer") of new ordinary shares of 1 p each in the Company ("New Ordinary Shares") at an issue price of 3.3 pence per New Ordinary Share (the "Issue Price"), being a discount of 8.33 per cent to the closing mid-price on 5(th) February 2021. The Company is also conducting an issue and subscription for Convertible Loan Notes totalling GBP6.48 million ("Loan Notes").

Application will be made to the London Stock Exchange for any new Ordinary Shares issued pursuant to the PrimaryBid Offer to be admitted to trading on AIM ("Admission"). Admission is expected to occur on 8:00 a.m. on 12(th) February 2021.

The Company will use the funds raised by the Loan Notes and the PrimaryBid Offer to 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.

Offer

The Company values its retail investor base and is therefore pleased to provide private and other investors the opportunity to participate in the Offer by applying exclusively through the www.PrimaryBid.com platform and the PrimaryBid mobile app available on the Apple App Store and Google Play. PrimaryBid does not charge investors any commission for this service.

The Offer, via the PrimaryBid.com platform, will be open to individual and institutional investors from 4:31 p.m. on 8(th) February 2021. The PrimaryBid Offer is expected to close no later than 9:00 p.m. on 8(th) February 2021 . The PrimaryBid Offer may close early if it is oversubscribed.

The Company in consultation with PrimaryBid reserves the right to scale back any order at its discretion. The Company and PrimaryBid reserve the right to reject any application for subscription under the Offer without giving any reason for such rejection.

No commission is charged to investors on applications to participate in the Offer made through PrimaryBid. It is vital to note that once an application for New Ordinary Shares has been made and accepted via PrimaryBid, an application cannot be withdrawn.

For further information on PrimaryBid.com or the procedure for applications under the Offer, visit www.PrimaryBid.com or call PrimaryBid.com on +44 20 3026 4750.

The New Ordinary Shares will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the Company's existing Ordinary Shares.

 
MelodyVR Group PLC                             email@melodyvr.group 
 Anthony Matchett, Group CEO 
PrimaryBid Limited                             + 44 (0) 203 026 
 Charles Spencer / James Deal                   4750 
Arden Partners plc , Nominated Advisor and 
 Broker 
 Corporate Finance: Ruari McGirr / Ben Cryer   +44 (0) 20 7614 
 Corporate Broking: Simon Johnson               5900 
 

Details of the Offer

The Company highly values its retail investor base which has supported the Company alongside institutional investors over several years. Given the longstanding support of retail shareholders, the Company believes that it is appropriate to provide retail and other interested investors the opportunity to participate in the Offer. The Company is therefore making the Offer available exclusively through PrimaryBid.com.

The Offer is offered under the exemptions against the need for a prospectus allowed under the Prospectus Rules. As such, there is no need for publication of a prospectus pursuant to the Prospectus Rules, or for approval of the same by the Financial Conduct Authority in its capacity as the UK Listing Authority. The Offer is not being made into any Restricted Jurisdiction or any other jurisdiction where it would be unlawful to do so.

There is a minimum subscription of GBP100 per investor under the terms of the Offer which is open to existing shareholders and other investors subscribing via PrimaryBid.com.

Any investment request in excess of GBP50,000 will require the Company's consent and may be subject to scale back.

For further details please refer to the PrimaryBid.com website at www.PrimaryBid.com . The terms and conditions on which the Offer is made, including the procedure for application and payment for New Ordinary Shares, is available to all persons who register with PrimaryBid.com.

Investors should make their own investigations into the merits of an investment in the Company. Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.

It should be noted that a subscription for New Ordinary Shares and investment in the Company carries a number of risks. Investors should consider the risk factors set out on PrimaryBid.com before making a decision to subscribe for New Ordinary Shares. Investors should take independent advice from a person experienced in advising on investment in securities such as the New Ordinary Shares if they are in any doubt.

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February 08, 2021 11:32 ET (16:32 GMT)

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