Source - RNS
RNS Number : 3562J
OneView Group PLC
28 June 2017


28 June 2017

OneView Group plc

("OneView" or the "Company")


£3.9m Fundraising by the issue of 260,000,000 new Ordinary Shares and

Loan Conversion


OneView (AIM: ONEV), one of the retail industry's leading digital transformation software providers for in-store customer service is pleased to announce that it has, through Turner Pope Investments (TPI) Limited ("Turner Pope"), conditionally raised £3.9m through the issue of 260,000,000 new Ordinary Shares to new institutional and private client investors, existing shareholders and certain Directors at a price of 1.5 pence for each new Ordinary Share (the "Fundraising"). The Fundraising consists of a firm and conditional placing and subscriptions directly with the Company. In addition, the Company's loan note holders have agreed to convert their existing loan notes into new Ordinary Shares at the Fundraising price.


The Fundraising consists of a firm placing and subscriptions for 72,000,000 new Ordinary Shares ("Firm Placing"), which will be issued under the Company's existing authorities and a Conditional Placing and subscriptions for 188,000,000 new Ordinary Shares which will be subject to the passing of shareholder resolutions to be proposed at a General Meeting ("Conditional Placing") which is expected to take place on 17 July 2017.


In addition, the Company's debt providers, Hawk Investment Holdings Limited ("Hawk") and Lane Capital Group ("LCG") will convert all of the $4m of convertible debt into 209,389,138 new Ordinary Shares ("Conversion Shares"). The loan notes will convert into new Ordinary Shares on admission of the Conditional Placing Shares.


The Firm Placing, the Conditional Placing and the issue of the Conversion Shares are at an issue price of 1.5 pence per Ordinary Share, which represents a discount of approximately 25 per cent. to the closing mid-market price of 2 pence per Ordinary Share on 27 June 2017, being the latest practicable date prior to the publication of this Announcement.


The Firm Placing Shares and the Conditional Placing Shares will represent approximately 31.7 per cent. of the enlarged issued share capital of the Company and the Conversion Shares will represent approximately 25.2 per cent. of the enlarged issued share capital.


Admission and Total Voting Rights


The new Ordinary Shares, when issued, will be fully paid and will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of issue.


Application has been  made for the new Ordinary Shares associated with the Firm Placing to be admitted to trading on the AIM market ("AIM") of London Stock Exchange plc (the "London Stock Exchange"), ("Firm Admission"). Firm Admission is expected to take place at 8.00 a.m. on 3 July 2017.


Application will be made for the new Conditional Placing Ordinary Shares and the Conversion Shares to be admitted to trading on the AIM market ("AIM") of London Stock Exchange plc (the "London Stock Exchange"), ("Conditional Admission"). Conditional Admission is expected to take place at 8.00 a.m. on or around 19 July 2017.


The Conditional Placing and the issue of the Conversion Shares, are conditional on, among other things, Admission becoming effective, the Resolutions being duly passed at the General Meeting and the placing agreement between the Company and Turner Pope  (the "Placing Agreement") not being terminated in accordance with its terms.


The enlarged issued share capital of the Company following Firm Admission and Conditional Admission will be 821,142,730 Ordinary Shares. The Company has no shares in Treasury; therefore the total number of voting rights in OneView is 821,142,730. This figure may be used by shareholders as the denominator for the calculations by which they will determine whether they are required to notify an interest in, or a change to their interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules.


Related Party Transactions


The current debt providers are LCG (a significant shareholder in the Company and ultimately controlled by interests associated with Gary Lane, a Non-Executive director) and Hawk. Hawk is controlled by the Morton Private Trust Company. Given the significant shareholdings of LCG and Hawk and the board position held by Gary Lane, the proposed conversion of loan notes is deemed a related party transaction under the AIM Rules for Companies.


In addition, certain of the directors, being Richard Abraham, Mark Wilson and Gary Lane are subscribing for 2,000,000, 333,333 and 32,200,000 new Ordinary Shares, respectively. In addition, Hawk is subscribing for 32,200,000 new Ordinary Shares. Given the substantial shareholding of Hawk, and the board positions held by Richard Abraham, Mark Wilson and Gary Lane, the proposed subscriptions are deemed related party transactions under the AIM Rules for Companies. 


The independent Directors (being all those other than Richard Abraham, Mark Wilson and Gary Lane), having consulted with finnCap, consider that the terms of the conversion and subscriptions to be fair and reasonable insofar as the Company's shareholders are concerned.


Use of Proceeds


The balance of the net proceeds will allow the Company to continue with its product development and will also provide additional working capital to enable the Company to focus on delivering its pipeline of opportunities.




The Company has received irrevocable undertakings to vote in favour of the Conditional Placing and the issue of the Conversion Shares from Stuart Mitchell, Hawk, LCG, and Richard Abraham  in respect of 230,374,838 existing Ordinary Shares representing approximately 65.49 per cent. of the total voting rights of the Company.




A Circular to Shareholders with details of the Fundraising, loan conversion and the Notice of General Meeting will be posted to Shareholders in due course. It is expected that the General Meeting will be held on or around 17 July 2017 at the offices of Arnold & Porter Kaye Scholer, Tower 42, 25 Old Broad Street, London EC2N 1HQ.


Appointment of Joint Broker


The Company is pleased to announce the appointment of Turner Pope as a joint broker to the Company with immediate effect.


Stuart Mitchell, CEO of OneView commented:


"We are delighted by the support of the new investors who are participating in this fundraising and thank LCG and Hawk for their continued support. Since inception we have been consistently undercapitalised and look forward to putting these funds to work to propel our growth forward in the interests of all our stakeholders"




Further Details:


OneView Group plc

Tel: 01634 673172

Stuart Mitchell, CEO

Linda Palanza, COO

Mark Wilson, Finance Director

finnCap Limited

Tel: 0207 220 0500

Geoff Nash

Kate Bannatyne

Turner Pope Investments

Tel: 020 3621 4120

Ben Turner

James Pope

Newgate Communications

Tel: 020 7653 9848

Bob Huxford

Lydia Thompson



The information communicated in this announcement is inside information for the purposes of Article 7 of Regulation 596/2014.


About OneView Commerce

OneView Commerce is a pioneer in digital store transformation, helping global retailers implement successful unified commerce strategies that centre on the critical engagement in store. The company's cloud-based Digital Store Platform combines digital-ready point of sale, line busting, and end-to-end unified commerce capabilities, with the ability to capture and deliver the rich content from these store interactions across the retail enterprise. OneView enables the exchange of this powerful store information to immediately impact sales, business operations and the customer experience. Travis Perkins plc, Wickes, and Discount Tire Corporation are among the global retailers revolutionizing their stores with OneView Commerce. For more information, visit





This information is provided by RNS
The company news service from the London Stock Exchange