7th Oct 2010 07:00
THE WEATHER LOTTERY PLC
("The Weather Lottery", "TWL" or the "Company")
Acquisition & Issue of Equity
7 October 2010
The Board of TWL is pleased to announce the acquisition of the entire issued share capital of ClickNow Holdings Limited and its wholly-owned operating subsidiary, ClickNow Limited (together, "ClickNow"). ClickNow is the operator of the ClickNow Community Search Engine, (www.clicknow.org.uk) which provides supporters of charities, schools and not-for-profit organisations with a source of additional revenue through online marketing. TWL intend to integrate ClickNow with its lottery products for similar customers and cross market between the two client bases. ClickNow provides a service to charities which is both complimentary to that provided by TWL and reinforces the TWL commitment to the charitable sector. It moreover enables TWL to add additional markets to those already offered to its existing clients without any significant increase in its overheads.
The consideration for ClickNow is 5,000,000 ordinary 0.1p shares in the Company ("Acquisition Shares"), valuing ClickNow at £48,750 at yesterday's closing mid-market price. ClickNow has no borrowings and approximately nil net assets. In the six months to 30 September 2010, ClickNow traded at approximately breakeven. The acquisition of ClickNow is conditional only upon the admission to trading on AIM of the Acquisition Shares. An application has been made for the Acquisition Shares to be admitted to trading on AIM with effect from 11 October 2010.
Further to the announcement of 30 July 2010, the Company has today issued 46,666,666 new ordinary 0.1p shares in the Company ("Subscription Shares") in relation to the irrevocable undertakings detailed in that announcement. An application has been made for the Subscription Shares to be admitted to trading on AIM with effect from 11 October 2010.
"TWL is expanding its fund raising services to the charitable, sporting, political and media sectors. ClickNow is a logical addition to its armoury which will significantly enhance its ability to meet these objectives" said TWL's Chairman, Lord Razzall.
Ends
Enquiries:
The Weather Lottery PLC 01777 818036
Ross White
Website www.theweatherlottery.com
Religare Capital Markets (Nomad) 020 7444 0800
Nick Harriss/Peter Trevelyan-Clark
Religare Capital Markets (Joint Broker) 020 7444 0500
Daniel Briggs
SVS Securities (Broker) 020 7638 5600
Ian Callaway
Additional Information as Required Under the AIM Rules
Following the issue of the Acquisition Shares and the Subscription Shares, which rank pari passu with the Company's existing ordinary shares, the Company will have 237,438,072 ordinary 0.01p shares in issue, each share carrying the right to one vote. The Company does not hold any ordinary shares in Treasury.
The above figure of 237,438,072 ordinary shares may be used by shareholders in the Company as the denominator for the calculations 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 Financial Services Authority's Disclosure and Transparency Rules.
The shareholdings of Directors and Significant Shareholders (as defined in the AIM Rules) following the issue of the Acquisition Shares and the Subscription Shares are as follows:
|
Number of |
Percentage of |
Directors |
Shares Held |
Shares Held |
|
|
|
Lord E T Razzall |
8,000,000 |
3.37% |
A Moore |
8,000,000 |
3.37% |
R R White |
3,333,334 |
1.40% |
|
|
|
Significant Shareholders |
|
|
|
|
|
J & M Williams * |
41,527,614 |
17.48% |
J Botros (Company Secretary) |
22,321,112 |
9.39% |
A Gill |
13,333,334 |
5.61% |
MCI Services Limited |
13,333,333 |
5.61% |
TGAC Limited |
10,000,000 |
4.21% |
K Millhench |
9,666,667 |
4.07% |
* J Williams and M Williams are spouses, and thus treated as related parties under the AIM Rules. There individual holdings are aggregated under these rules. J Williams holds 26,527,614 in a pension trust for which he is the sole beneficiary. M Williams holds 15,000,000 in a pension trust for which she is the sole beneficiary.
The purchases of the Subscription Shares by Directors and Significant Shareholders were as follows:
M Williams |
15,000,000 |
TGAC Limited |
10,000,000 |
A Gill |
6,666,667 |
Lord E T Razzall |
4,000,000 |
J Botros |
1,679,933 |
As detailed in the announcement dated 30 July 2010, the Subscription Shares have been subscribed for at 0.3p per share, raising £140,000 before expenses. The independent directors (being Andy Moore and Ross White), having consulted with the Company's nominated adviser, believe that the terms of the subscriptions by Lord Razzall, Mrs. Williams and Mr. Botros, are fair and reasonable insofar as shareholders are concerned. Mr Williams is a director of the Company's subsidiary, Chameleon Limited and Mr Botros is the Company Secretary for the Company and its subsidiaries.
Related Shares:
SJH.L