18 March 2022
Mobile Streams plc
("MOS" or "the Company")
Acquisition of full ownership of KrunchData Limited
Issue of Equity
Mobile Streams plc, the AIM quoted mobile content and data intelligence company, is pleased to announce that it has exercised its option to acquire the remaining 51% interest in KrunchData Limited ("Krunch") on the terms previously announced on 25 March 2021. The £765,000 consideration will consist of £265,000 cash and 166,666,666 in shares issued at 0.30p each, being the closing price yesterday, 17 March 2022.
Background
On 25 March 2021, the Company announced the acquisition of 49% of Krunch for £735,000, comprising £500,000 cash and 90,384,615 Ordinary Shares issued at 0.26p each (being the closing market price on 24 March 2021), with an option to acquire the remaining 51% at any time in the next two years for £765,000 (together the "2021 Transaction").
As noted at that time, the rationale for the 2021 Transaction was to acquire the full rights to the expertise, systems, software and IP provided under licence by Krunch; to terminate the revenue share agreement, under which 50% of Streams Data revenues were due to be paid to Krunch from January 2022 for as long as the JV Agreement remains in place; and to eliminate the risk of Krunch being able to terminate the agreement at 90 days' notice.
Transaction
As noted above, the Company has exercised its option to acquire the remaining 51% interest in Krunch for £765,000, comprising £265,000 cash and 166,666,666 Ordinary Shares issued at 0.30p each (the "Consideration Shares"), being the closing market price on 17 March (together the "Transaction").
For the year to 31 December 2021, Krunch generated revenues of £397k and a net loss of £85k.
Application has been made for admission of the 166,666,666 new Ordinary Shares which will rank pari passu with existing Ordinary Shares to trading on AIM ("Admission"), with Admission expected to be on or around 23 March 2022.
Independent Directors' Opinion
Mark Epstein, the Company's CEO, is a 26.7% shareholder and director of Krunch. Therefore, the Directors independent of Krunch, being Bob Moore, Charles Goodfellow and Rama Uthayanan (the "Independent Directors"), consider that the proposed acquisition is in the best interests of the Company, and that the terms were attractive to the Company based on a) budgeted revenues to be generated by Streams Data from 2022 and b) the fact that the Streams Data offering is central to a large part of the Group's current business and growth strategy and therefore owning 100% of it gives Mobile Streams the greatest opportunity to control and utilise this platform.
The Consideration Shares are to be issued as follows:
| Shareholder | Consideration Shares to be issued | Resultant Shareholding | % of Enlarged Issued Share Capital |
| Mark Epstein (Director) | 87,145,970 | 148,515,320 | 4.53% |
| Tom Gutteridge | 39,760,348 | 101,129,698 | 3.08% |
| Annabel Jamieson | 39,760,348 | 102,657,862 | 3.13% |
Total Voting Rights
Following the issue of the Consideration Shares as described above, the Company's issued share capital consists of 3,278,440,325 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.
Therefore, above figure 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.
Bob Moore, Non-Executive Chairman, commented:
"The Board is pleased to announce this transaction to acquire full ownership and control of KrunchData. KrunchData has provided the expertise, systems, software and IP which has enabled the Company to grow its Streams Data platform which supports the growth of our data insight, intelligence and visualisation services and marketing optimisation tools, as well as the growing content revenues from Esports and gaming.
Further announcements will be made as the Company continues to implement its plans for growth in the coming months."
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, Adviser
+44 77 8523 4447
Beaumont Cornish (Nominated Adviser)
James Biddle and Roland Cornish
+44 (0) 20 7628 3396
Peterhouse Capital Limited (Broker)
Lucy Williams and Duncan Vasey
+44 (0) 20 7469 0930
About Mobile Streams plc
The Company provides mobile games and content through its carrier relationships, through its LiveScores platform, and with partners including International Gaming Systems ("IGS") via www.mobilegaming.com. The Streams Data business provides data insight, intelligence, visualisation services and marketing optimisation tools. These are sold to clients and help to power the Company's core offerings. The enterprise level bespoke service achieved first revenues in June 2020, and the Streams SaaS ("Software as a Service") self-service platform generated initial customer revenues in October 2020.
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 | 18 March 2022 | ||||
| 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 | Issue of shares in lieu of remuneration | ||||
| c) | Price(s) and volumes(s) |
| ||||
| d) | Aggregated information | n/a | ||||
| e) | Date of the transaction | 18 March 2022 | ||||
| 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 | 18 March 2022 | ||||
| f) | Place of the transaction | London Stock Exchange, AIM (XLON) | ||||
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