Placing and Portfolio Update

30 December 2013

Concha PLC ("Concha" or the "Company"), the AIM quoted investment company focused on investing in media, communications and technology companies, today announces a fundraising of up to £0.2 million (the "Fundraising") which includes the issue of new warrants and the grant of a put and call option.

Placing

Concha is pleased to announce that it has raised gross proceeds of approximately £0.1 million through a placing of 50,000,000 new ordinary shares of 0.1p each in the Company ("Ordinary Shares") (the "Placing Shares") with new investors (the "Placees") at a placing price of 0.20p per Ordinary Share (the "Placing Price") (the "Placing").  In addition, the Company has also entered in to a put and call option (the "Option") over a further 50,000,000 new Ordinary Shares at a subscription price of 0.20p per Ordinary Share, exercisable in full on or before 14 February 2014 at the election of either the Company or the Option holder. If exercised in full, the Option will generate gross proceeds of £100,000.  The proceeds of the Placing and the Option, to the extent exercised, will be used to fund the Company's working capital requirements.

Application has been made for the admission of the Placing Shares to trading on AIM with effect from 31 December 2013. Following the admission of the Placing Shares, the number of Ordinary Shares in issue will be 827,756,979. This figure may be used by shareholders as the denominator in the calculation by which they determine if they are required to notify the Company of their interest (or any change to their interest) in the Company under the Financial Conduct Authority's Disclosure and Transparency Rules.

Warrants

As part of the Placing, the Company has agreed to issue 1 warrant for each Placing Share subscribed for by the Placees, exercisable at 0.25p and within an exercise period expiring on 31 December 2016 (the "Placing Warrants").  The total number of Placing Warrants issued under the Placing will therefore be 50,000,000. 

The Company has also agreed to issue 1 warrant for each share subscribed for under the Option, again exercisable at 0.25p and within an exercise period expiring on 14 February 2017 (the "Option Warrants").  The maximum number of Option Warrants which could be issued, will therefore be 50,000,000. 

Following the issue of the Placing and Option, and assuming the Option is exercised in full, the total number of warrants outstanding will be 340,325,634.

Current Portfolio Update

Moshen Limited

On 5 September 2013, Concha announced that Moshen Limited, a business in which it held a 40% interest, had been placed in to administration and that the security granted to Concha in respect of the £300,000 term loan advanced to Moshen was unenforceable.  The administrators of Moshen have advised the Company that they do not expect to make any payments to creditors or shareholders. 

Concha has engaged advisers to consider the actions of its legal representatives at the time the interest in the Moshen business was acquired, and the failure to validly register a security interest in the assets of that entity.  On 3 December 2013, Concha submitted its detailed letter of claim against its former legal advisers.

Churchill Media Limited

On 1 October 2013, Concha announced that as a result of Churchill Media Limited ("CML") having failed to discharge the obligations in relation to a loan advanced to CML by 30 September 2013, it had issued a notice of default to CML.

Despite a continuing dialogue with Richard Thompson, CML's sole director and shareholder, Concha has yet to receive any satisfactory proposal relating to either repayment of the loan either in cash or through an exchange for interests in investments held by either CML or its associates.  In the absence of any satisfactory proposal, Concha is now seeking to review to the original transactions and the actions of those involved at the time of the advance.

Board Changes

Marcus Yeoman has tendered his resignation and is leaving the Company with immediate effect. The board wishes him well in his future endeavours and hopes to announce the appointment of an additional non-executive director in the near future.
Further updates will be provided as appropriate.

 

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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