30 April 2021
Mobile Streams plc
("MOS" or "the Company")
Issue of shares, PDMR shareholding disclosures, Total Voting Rights
Issue of shares
The Company announces the issue of a total of 182,812,500 shares to the Directors and two senior employees under the agreements in place for the satisfaction of their remuneration up to 31 March 2021.
At the time of their appointment in 2019, as outlined in the Company's Circular dated 5 November 2019, the three Directors appointed on 26 November 2019, namely Nigel Burton, Charles Goodfellow and Mark Epstein and two senior employees Annabel Jamieson and Tom Gutteridge, all agreed to annual remuneration of £30,000 each, and also agreed to accept payment for their services in Ordinary Shares, subject to deduction and payment of all necessary taxes, until such time as the Directors were satisfied that the Company was able to make these payments from operating cashflow.
Subsequently, and as outlined in the Company's Circular dated 30 March 2020, these arrangements were amended in order to defer the cash costs (principally National Insurance and PAYE taxes) to the Company. It was then agreed that the issue of these Ordinary Shares would be deferred until the interim results to 31 December 2020 were issued in early 2021, and would be issued at the March 2020 Placing Price of 0.08p per Ordinary Share.
Accordingly, after making the aforementioned deductions, the Directors and senior employees have been issued 36,562,500 Ordinary Shares each in satisfaction of accrued fees to 31 March 2021. To show their continuing support for the Company, these Directors and senior employees have all agreed not to sell these shares for a minimum period of 12 months.
As a result, the Directors have the following interests in the Company:
| Director | Ordinary Shares now held | % of Issued Share Capital |
| Mark Epstein | 59,122,154 | 2.52 |
| Nigel Burton | 45,375,557 | 1.94 |
| Charles Goodfellow | 36,562,500 | 1.56 |
Application for Admission to Trading on AIM
Application has been made for the aggregate 182,812,500 new Ordinary Shares of 0.01 pence each, which when issued will rank pari passu with the existing Ordinary Shares in issue, to be admitted to trading on AIM, which is expected to become effective at 8.00 a.m. on or around 7 May 2021.
Total Voting Rights
Following the issue of the 182,812,500 Ordinary Shares issued as above, the Company's issued share capital will consist of 2,343,496,365 Ordinary Shares with a nominal value of 0.01p each, with voting rights ("Ordinary Shares"). The Company does not hold any Ordinary Shares in Treasury.
The above figure of 2,343,496,365 may be used by shareholders in the Company as the denominator for the calculation by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.
Ongoing Directors' Remuneration Arrangements
With effect from 1 April 2021, the Directors and senior employees will revert to their original contractual arrangements, which state that until such time as the Board determines otherwise, fees will be paid quarterly or half yearly in ordinary shares in the capital of the Company ("Ordinary Shares"), priced at the Volume Weighted Average Price ("VWAP") of the ordinary shares for the period to which the payment relates, after deduction and payment of all necessary taxes. It has therefore been agreed that this will apply to the 3 month period 1 April to 30 June 2021 and thereafter on a half yearly basis.
Director and PDMR shareholding disclosures
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | Mark Epstein | ||||
| 2 | Reason for notification | |||||
| a) | Position / status | Director | ||||
| b) | Initial notification /Amendment | Initial | ||||
| 3 | Details of the issuer, emission allowance market participant, auctionplatform, auctioneer or auction monitor | |||||
| a) | Name | Mobile Streams plc | ||||
| b) | LEI | LEI: 213800CJX7WW927QWP43 | ||||
| 4 | Details of the transaction(s): section to be repeated for (i) each type ofinstrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
| a) | Description of the financial instrument, type of instrument
Identification code | Ordinary shares of 0.01 pence each in Mobile Stream plc
ISIN GB00B0WJ3L68 | ||||
| | Nature of the transaction | Issue of shares in lieu of remuneration | ||||
| c) | Price(s) and volumes(s) |
| ||||
| d) | Aggregated information | n/a | ||||
| e) | Date of the transaction | 29 April 2021 | ||||
| f) | Place of the transaction | London Stock Exchange, AIM (XLON) | ||||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | Nigel Burton | ||||
| 2 | Reason for notification | |||||
| a) | Position / status | Director | ||||
| b) | Initial notification /Amendment | Initial | ||||
| 3 | Details of the issuer, emission allowance market participant, auctionplatform, auctioneer or auction monitor | |||||
| a) | Name | Mobile Streams plc | ||||
| b) | LEI | LEI: 213800CJX7WW927QWP43 | ||||
| 4 | Details of the transaction(s): section to be repeated for (i) each type ofinstrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
| a) | Description of the financial instrument, type of instrument
Identification code | Ordinary shares of 0.01 pence each in Mobile Stream plc
ISIN GB00B0WJ3L68 | ||||
| | Nature of the transaction | Issue of shares in lieu of remuneration | ||||
| c) | Price(s) and volumes(s) |
| ||||
| d) | Aggregated information | n/a | ||||
| e) | Date of the transaction | 29 April 2021 | ||||
| f) | Place of the transaction | London Stock Exchange, AIM (XLON) | ||||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | Charles Goodfellow | ||||
| 2 | Reason for notification | |||||
| a) | Position / status | Director | ||||
| b) | Initial notification /Amendment | Initial | ||||
| 3 | Details of the issuer, emission allowance market participant, auctionplatform, auctioneer or auction monitor | |||||
| a) | Name | Mobile Streams plc | ||||
| b) | LEI | LEI: 213800CJX7WW927QWP43 | ||||
| 4 | Details of the transaction(s): section to be repeated for (i) each type ofinstrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
| a) | Description of the financial instrument, type of instrument
Identification code | Ordinary shares of 0.01 pence each in Mobile Stream plc
ISIN GB00B0WJ3L68 | ||||
| | Nature of the transaction | Issue of shares in lieu of remuneration | ||||
| c) | Price(s) and volumes(s) |
| ||||
| d) | Aggregated information | n/a | ||||
| e) | Date of the transaction | 29 April 2021 | ||||
| f) | Place of the transaction | London Stock Exchange, AIM (XLON) | ||||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | Tom Gutteridge | ||||
| 2 | Reason for notification | |||||
| a) | Position / status | Consultant | ||||
| b) | Initial notification /Amendment | Initial | ||||
| 3 | Details of the issuer, emission allowance market participant, auctionplatform, auctioneer or auction monitor | |||||
| a) | Name | Mobile Streams plc | ||||
| b) | LEI | LEI: 213800CJX7WW927QWP43 | ||||
| 4 | Details of the transaction(s): section to be repeated for (i) each type ofinstrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
| a) | Description of the financial instrument, type of instrument
Identification code | Ordinary shares of 0.01 pence each in Mobile Stream plc
ISIN GB00B0WJ3L68 | ||||
| | Nature of the transaction | Shares received as consideration | ||||
| c) | Price(s) and volumes(s) |
| ||||
| d) | Aggregated information | n/a | ||||
| e) | Date of the transaction | 29 April 2021 | ||||
| f) | Place of the transaction | London Stock Exchange, AIM (XLON) | ||||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | Annabel Jamieson | ||||
| 2 | Reason for notification | |||||
| a) | Position / status | Consultant | ||||
| b) | Initial notification /Amendment | Initial | ||||
| 3 | Details of the issuer, emission allowance market participant, auctionplatform, auctioneer or auction monitor | |||||
| a) | Name | Mobile Streams plc | ||||
| b) | LEI | LEI: 213800CJX7WW927QWP43 | ||||
| 4 | Details of the transaction(s): section to be repeated for (i) each type ofinstrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
| a) | Description of the financial instrument, type of instrument
Identification code | Ordinary shares of 0.01 pence each in Mobile Stream plc
ISIN GB00B0WJ3L68 | ||||
| | Nature of the transaction | Shares received as consideration | ||||
| c) | Price(s) and volumes(s) |
| ||||
| d) | Aggregated information | n/a | ||||
| e) | Date of the transaction | 29 April 2021 | ||||
| f) | Place of the transaction | London Stock Exchange, AIM (XLON) | ||||
This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014, as it forms part of UK Domestic Law by virtue of the European Union (Withdrawal) Act 2018. Upon the publication of this announcement, this inside information is now considered to be in the public domain.
For further information, please contact:
Mobile Streams plc
Nigel Burton, Non-Executive Director
+44 77 8523 4447
www.mobilestreams.com
Beaumont Cornish (Nominated Adviser)
James Biddle and Roland Cornish
+44 (0) 20 7628 3396
Peterhouse Capital Limited (Broker)
Lucy Williams, Duncan Vasey and Eran Zucker
+44 (0) 20 7469 0930
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