Placing, Acquisition and Restoration of Trading on AIM

08 August 2013

Concha plc ("Concha" or the "Company"), the AIM quoted investment company focused on investing in media, communications and technology companies, today announces the acquisition of a 30 per cent interest in The Works The Complete Design Facility Limited ("The Works"), a placing of approximately £1.0 million (the "Placing") and the restoration of trading on AIM (the "Restoration of Trading").

Acquisition of a 30 per cent interest in The Works

Concha is pleased to announce that it has completed the acquisition of a 30 per cent interest in The Works, a leading specialist media design agency focusing on the sports sector, dealing with Branding, Motion and Events (the "Acquisition").  Founded in 1989 by the current chief executive officer, Roy Webber, the Leeds based business currently employs 17 staff. Roy has a background with the BBC and Yorkshire TV and together with his wife Karen are the majority shareholders of The Works.

The Works Branding activities cover everything from brand strategy, corporate identity, competition branding, major sports event branding, publications and presentations, to full collateral rollouts for the world's biggest sporting events. The WorksMotion capabilities includevideo production, editing, motion graphics, visual FX, CGI, animation, and the full range of digital applications for the internet. The Works Events division covers client events, conferences, experiential tours, fan zones, exhibitions and museum design. Clients include some of the world's biggest sporting federations such as UEFA, FIBA, IAAF, FIVB, ERC, RFL, FIH and NBA. 

Concha believes that the market for websites and Apps for the leading major sporting federations, associations, leagues, clubs, sports marketing agencies and related service companies will continue to experience strong growth over the coming years as a result of their brand strength, large fan bases and social media followings underpinned by increasing Broadcast rights fees and sponsorship. Accordingly, Concha believes The Works is well positioned to benefit from its existing and prospective pipelines of business, both of which are expected to generate income through design and build fees.

Following completion of the Acquisition, Chris Akers, Executive Chairman of Concha, will become non-executive Chairman of The Works acting as Concha's board representative and also providing The Works with access to his worldwide database of sports contacts.

The consideration payable by Concha under the Acquisition is £400,000 in cash and has been funded by the Placing, further detail on which is below.

In its last statutory accounts for the year ended 30 September 2012, The Works reported total assets of £649,917, revenue of £1,084,145 and profit after tax of £131,770. Further information can be found at the company's website http://www.worksltd.co.uk/

Placing

Concha is also pleased to announce that it has raised gross proceeds of approximately £1.0 million through a placing of 282,499,999 new Ordinary Shares of 0.1p each in the Company (the "Placing Shares") with new investors (the "Placees") at a placing price of 0.35p per Ordinary Share (the "Placing Price"), subject to Restoration of Trading and admission of the Placing Shares to trading on AIM.

Of the total 282,499,999 Placing Shares issued pursuant to the Placing, an initial tranche of 100,000,000 shares was issued on 4 June 2013 with the balance of 182,499,999 shares issued on 7 August 2013. Application will be made as soon as practicable for the admission of the Placing Shares to trading on AIM.

Warrants

As part of the Placing, the Company has agreed to issue 1 warrant for every 4 Placing Shares subscribed for by the Placees, exercisable at the Placing Price and within an exercise period of 5 years from the date of issue (the "Placing Warrants"). The total number of Placing Warrants issued under the Placing will therefore be 70,624,999. 

The Company has also agreed to issue Russell Backhouse, Financial Director of the Company, warrants over 15,317,227 shares, again exercisable at the Placing Price and within an exercise period of 5 years from the date of issue. 

Following the issue of Russell's warrants and the Placing Warrants, the total number of warrants outstanding will be 240,325,634.

Trading Restoration

As announced on 8 February 2013, trading in Concha's shares on AIM was suspended pending implementation of its investing policy in accordance with the AIM Rules. Concha is now pleased to confirm that as a result of the qualifying investments it has made since that date, AIM Regulation has confirmed that the suspension will be lifted and that trading in the Company's shares will recommence at 7.30 a.m. on 09 August 2013.

Total Voting Rights

The Company has no Ordinary Shares held in treasury. The total number of voting rights in the Company following the Placing will therefore be 777,756,979. This figure may therefore be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules.

Current Portfolio Update

Moshen Limited

On 12 March 2013, Concha announced an initial investment of £500,000 in Moshen Limited ("Moshen"), a leading developer and distributor of digital apps focusing on the sports, games and entertainment sectors. Since then, and in order to support Moshen's ongoing growth, Concha has invested a further £253,000 through a series of investments comprising £112,000 by way of a rights issue participation and £141,000 by way of a convertible instrument. As a result of this, Concha's holding in Moshen has increased to 41 per cent of the issued share capital.

Churchill Media Limited

On 13 March 2012, Concha entered into a loan facility agreement with Churchill Media Limited ("CML") for an initial period of ten months. As announced the loan was extended on 13 January 2013 and again, with revised terms, on 13 March 2013. The loan has an outstanding balance of £750,000 plus accrued interest of c£50,000. The loan and interest are due for repayment on or before 30 September 2013. The loan bears interest at the rate of 6% above LIBOR and is secured against the assets of CML which comprise investments in a number of TMT and media businesses. Concha has commenced a dialogue with CML regarding its ability to satisfy repayment of the loan either in cash or through an exchange for interests in investments held by CML or its associates. Concha is undertaking a review of CML's investment portfolio and assets, and expects to make a further announcement in due course.

PixCom Ventures Limited

Concha has entered into a convertible loan note agreement with PixCom Ventures Limited ("PixCom"), an early stage business which has acquired the rights to create and deliver experience based video and photography at a number of events and entertainment sites, pursuant to which Concha has provided funds of £100,000 to PixCom. The convertible loan note has a 5 per cent coupon, is repayable on or before 30 June 2014 and is convertible at Concha's option into shares equivalent to up to 25 per cent of the issued share capital in PixCom. In addition, Concha has an option to subscribe for shares equivalent to a further 15 per cent of PixCom for a payment of £100,000 during the five year exercise period.

Chris Akers, Executive Chairman of Concha, commented "The acquisition of this strategic minority in The Works will complement Concha's existing 41 per cent shareholding in Moshen and is expected to enable the two companies to work closely together marrying the technical expertise of Moshen with the creative skill-sets of The Works for the benefit of the world's leading sports federations, associations, leagues, clubs and franchises."

 

Enquiries:

Concha plc
Chris Akers, Executive Chairman
chris.akers@srgplc.com
   
Strand Hanson Limited (Nominated Adviser and Joint Broker)
James Harris
Andrew Emmott
Richie Balmer
Tel: 020 7409 3494
   
PeterHouse Corporate Finance (Joint Broker)
Jon Levinson
Lucy Williams
Tel: 020 7926 0935

 

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