Dissemination of a Regulatory Announcement that contains inside information according to REGULATION (EU) No 596/2014 (MAR).
Craven House Capital plc
("Craven House" or the "Company")
Craven House simultaneously exercises five Option Agreements
The Company announces that it has simultaneously exercised five option agreements (the "Options") to acquire shareholdings in the private companies named below, whereby the shares being acquired by Craven House represent a 29.9% shareholding in each company. The respective acquisitions have been negotiated with the support of advisors in the UK and Sweden with whom the Company is developing a strategy to build a broad based ecommerce and online media business. The companies in which Craven House now holds a 29.9% shareholding are as follows;
· Garimon Ltd ("Garimon") - owner of "Magazinos.com", the world's largest-by-content on-line media magazine and periodical content provision service. Whilst pre-revenue, Garimon's unaudited results, for the six month period to 31 January 2020 showed a loss of £55,393 and a net asset value at 31 January 2020 of £160,299.
· Onebas.com Ltd ("Onebas.com") - owner of "ONEBas.com Music", an optimised search engine providing a portal to music content freely circulating online. Whilst pre-revenue, Onebas.com's unaudited results, for the three-month period to 31 January 2020 showed a loss of £36,478 and a net asset value at 31 January 2020 of £117,617.
· IZYRadio Ltd ("IZYRadio") - owner of "IZYRADIO", a UK/Swedish-based B2B and B2C venture to deliver the next generation of music applications. IZYRADIO offers superior music quality and music videos to radio stations. Whilst pre-revenue, IZYRadio's unaudited results, for the four month period to 31 January 2020 showed a loss of £22,838 and a net asset value at 31 January 2020 of £63,499.
· Rosedog Ltd ("Rosedog")- owner of "Pro Vitos™", an online marketer of vitamins and diet supplements from the North of Norway. Whilst pre-revenue, Rosedog's unaudited results, for the six month period to 31 January 2020 showed a loss of £24,143 and a net asset value at 31 January 2020 of £56,650.
· YRRO Ltd ("YRRO") - owner of "North Doctor", North Doctor offers an innovative way easily to make primary care appointments on-line at times convenient to patients. Whilst pre-revenue, YRRO's unaudited results, for the six month period to 31 January 2020 showed a loss of £25,883 and a net asset value at 31 January 2020 of £53,678.
In accordance with the terms of the Options, Craven House has acquired a 29.9% stake each in the companies named above for a consideration of $1,600,000, equating to a total consideration of $8,000,000. Prior to exercise of the option, each target company was owned by different shareholders with no cross-holdings between the target company shareholders.
The entire consideration has been paid from the proceeds of a simultaneous share subscription by the sellers of the respective shareholdings for 800,000 new Ordinary Shares in the Company priced at $10.00 per share ("New Ordinary Shares"), amounting to an aggregate subscription of $8,000,000. The shares issued under this share subscription represent 20.7% of the enlarged share capital of Craven based on today's shares in issue of 3,063,589.
As disclosed above, the businesses of the investees are all presently loss-making although their cost bases are low and there is minimal committed future expenditure, meaning that the extent and timing of the Company's and the existing shareholders' further investment in the businesses are highly controllable. Whilst the Company accepts that the market's valuation metrics for such businesses are different to the metrics applied to traditional enterprises, it is nevertheless the intent of Craven House and the incumbent managements of the investee companies to work together for these businesses to become financially self-sustaining and generating surpluses within the short- to medium-term, and to crystallise additional capital value for shareholders through strategic, third-party partnerships.
Following the allotment of the 800,000 New Ordinary Shares in the capital of the Company, the sellers shall have notifiable interests in the Company's voting rights as below:
Name of Shareholder | Number of New Shares | Percentage of Enlarged Share Capital |
Simon Hohenthal | 160,000 | 4.1% |
Jesper Carlsoo | 160,000 | 4.1% |
Cato Crogh | 160,000 | 4.1% |
Richard Wall | 160,000 | 4.1% |
Harald Strokkenes | 160,000 | 4.1% |
Mark Pajak, non-executive director of Craven House stated; "We are pleased to announce completion of these transactions which provide the Company with meaningful shareholdings in five exciting e-commerce businesses. We look forward to announcing future growth plans for these companies in due course"
Admission of the New Ordinary Shares to trading on AIM and Total Voting Rights
Application will be made for admission of the 800,000 New Ordinary Shares to be issued on the AIM Market of the London Stock Exchange, which is expected to take place at 8.00 a.m. on or around 20 March 2020 ("Admission").
The New Ordinary Shares will, when issued, be credited as fully paid and will rank equally in all respects with the existing Ordinary Shares, including the right to receive any dividend or other distribution declared, made or paid after Admission.
For the purposes of the Financial Conduct Authority's Disclosure and Transparency Rules ("DTRs"), the issued ordinary share capital of the Company following Admission will consist of 3,863,589 Ordinary Shares of $1.00 with voting rights attached (one vote per Ordinary Share). There are no Ordinary Shares held in treasury. This total voting rights figure may be used by shareholders as the denominator for the calculations by which they will determine whether they are required to notify their interests in, or a change to their interest in, the Company under the DTRs.
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For further information please contact:
Craven House Capital Plc Mark Pajak
| Tel: 0203 286 8130
|
SI Capital Broker Nick Emerson | Tel: 01483 413500 |
SPARK Advisory Partners Limited Nominated Adviser Matt Davis/Andrew Emmott
Financial Adviser to the target companies: |
Tel: 0203 368 3550
|
Keith, Bayley, Rogers & Co. Limited Graham Atthill-Beck Graham.Atthill-Beck@kbrl.co.uk Brinsley Holman Brinsley.Holman@kbrl.co.uk
|
Tel: 020 7464 4091 / 07506 434107
Tel: 20 7464 4098 |
About Craven House Capital:
The Company's Investing Policy is to invest in or acquire a portfolio of companies, partnerships, joint ventures, businesses or other assets globally in any geographic jurisdiction. The company will invest in both developed and developing markets providing long term patient capital and is often involved in special situations, restructuring, expansion and turn around investments in crisis and transitioning economies.
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