TIDMIMMO
RNS Number : 4222R
Immotion Group PLC
01 March 2023
1 March 2023
Immotion Group PLC
("Immotion", the "Company" or the "Group")
Completion of LBE Sale, Update on Change of Company Name and the
Return of Cash to Shareholders,
Directorate Changes
Highlights
-- Completion of disposal of Location Based Entertainment
business (" LBE ") for a total consideration of $25,119,739,
comprising $23,869,739 cash and a loan note of $1,250,000.
-- Update on the change of name.
-- Proposed return of cash to shareholders via a tender offer.
-- Dan Wortley to join board as Group Finance Director with immediate effect.
Completion of Disposal
Further to the announcement of 21 February 2023, Immotion is
pleased to announce the completion of the sale of LBE, comprising
Immotion Studios Limited, Immotion VR Limited and C.2K
Entertainment Inc., to LBE BidCo, Inc. for $25,119,739 (the "
Completion "). The sale proceeds comprise of cash of $23,869,739
and a loan note repayable 12 months following Completion in the
principal amount of $1,250,000.
Update on Change of Name
The Company is pleased to announce that, following completion of
the sale of the LBE business and the approval by the Company's
shareholders (" Shareholders ") at the General Meeting held on 21
February 2023 to change the Company name, the Company will be
registering the new Company name at Companies House and will update
the market when this process has been completed.
Update on Return of Cash
As stated in the circular to Shareholders on 2 February 2023,
following the sale of the LBE business, the Company intends to
return the majority of the net sale proceeds to its
Shareholders.
The Company is finalising the mechanics of the return of capital
to Shareholders but the intent, subject to regulatory clearance, is
to enter into a tender offer (" Tender Offer ") process whereby the
Company would offer to acquire ordinary shares in the Company from
Shareholders through a market intermediary to a value of up to
circa GBP12.5m (such shares purchased by the Company will be
cancelled or held in treasury to meet future share option
exercises).
For Shareholders subject to UK taxation, it is expected that a
disposal of shares pursuant to the Tender Offer would be subject to
capital gains tax.
In order to effect a Tender Offer (including ensuring that the
Company has sufficient distributable reserves), the Company will
require the approval of Shareholders and the UK Courts. A circular
will be sent to Shareholders in due course (the " Process Circular
"). Subject to the completion of these processes within the
expected timescale, we expect the Tender Offer to take place during
May 2023.
In addition, and as previously announced, the Company proposes
immediately prior to the Tender Offer to buy back and cancel
21,657,193 shares, plus 13,283,833 shares to be issued pursuant to
exercise of options, from Rod Findley, Ken Musen and Alasdair
Ritchie, (who are collectively remaining with LBE) as outlined in
the circular of 2 February 2023. These 34,941,026 shares are being
purchased at a price of 3.65p per share with a net cost to the
Company of GBP943,252. The purchase of these shares is also subject
to the necessary shareholder and UK Court approvals, details of
which will be included in the Process Circular.
Future Plans
The Company is at the early stages of exploring an acquisition
opportunity. It is likely that any acquisitions would be undertaken
in whole or in large part using share consideration with the cash
retained by the Company being deployed to grow the acquired
businesses, should an acquisition be consummated. Further
information will be provided in due course.
Directorate Change
As a consequence of Completion, Rod Findley has stepped down as
a Director of the Company with immediate effect.
In addition, the Company is pleased to announce the appointment
of Dan Wortley as Group Finance Director. At the same time, David
Marks, the Company's current Group Finance Director, will take the
new role of Group Development Director which will allow him to
focus on developing and managing new growth opportunities for the
Group.
Dan qualified as a Chartered Management Accountant in 2007 and
has held the roles of Group Head of Finance and Company Secretary
of the Company since its IPO in July 2018.
Other than as disclosed below, there are no further disclosures
to be made in connection with Daniel (Dan) Frederick Greenfield
Wortley, aged 43, in accordance with AIM Rule 17 and paragraph (g)
of Schedule Two of the AIM Rules for Companies:
Current directorships Past directorships (last five
years)
----------------------------- ----------------------------------
BeerMonster Online Limited Gamesko Limited
Huddled Group Limited Immotion Studios Limited
Lunar Lanterns Limited Immotion VR Limited
Let's Explore Media Limited M Capital Investment Properties
Ranger Rob UK Limited Limited
Vodiac Limited M Capital Developments Limited
Middle Knock Media Limited
Uvisan Limited
Waterside (Lancaster) Management
Limited
----------------------------------
Dan Wortley currently holds 498,595 ordinary shares in the
Company representing 0.12% of the Company's issued share capital.
Dan has 3,795,380 share options in the Company.
This announcement contains certain inside information for the
purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014
as it forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with
the Company's obligations under Article 17 of MAR.
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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END
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