Big Sofa Technologies : Share issuance to raise £1,000,000 & Notice of GM

RNS Number : 2440S

Big Sofa Technologies Group PLC 08 March 2019

8 March 2019

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014.

Big Sofa Technologies Group plc

("Big Sofa Technologies" or the "Company")

Share issuance to raise £1,000,000

&

Notice of General Meeting

Big Sofa Technologies (AIM:BST), an interna/onal video analy/cs provider to the insight and analy/cs industries, announces a conditional share issuance to raise £1,000,000, further details of which are set out below:

• · Condi/onal subscrip/ons to raise £880,000 before expenses by the issue and allotment by the Company of 22,000,000 new Ordinary Shares at an issue price of 4 pence per share

  • o Includes £280,000 of condi/onal subscrip/ons from Nick Mustoe, Kirsty Fuller and Steven Metcalfe (current Directors of the Company) and Adam Reynolds (a former Director of the Company)

• · Metcalfe Consultancy Limited, which provides the services of Steven Metcalfe to the Company, and Nick Mustoe have agreed that outstanding amounts owed to them by the Company in rela/on to the provision of non-executive director and consultancy services up to and including the end of September 2019 amounting to, in aggregate, £120,000 should be settled by the issue of 3,000,000 new Ordinary Shares at the Issue Price

The Capital Raising and the Se>lement Share Issue are condi/onal upon Shareholders approving the Resolu/ons at the General Meeting and Admission.

Background to and reasons for the Capital Raising

The Company's aim is to become a transforma/ve resource within large, global organisa/ons, which are spending significant sums on consumer insight and data analy/cs, through the use of video and video analy/cs. The Directors believe that the Company's observa/onal research exper/se, combined with its video analy/cs technology, puts the Company in a good posi/on to capitalise on this opportunity. Earlier today, the Company announced its financial results for the financial year ended 31 December 2018, which outlined a strategic roadmap for 2019. This strategy encompasses further strategic integra/on within a major customer's key service lines; building on the Company's Visual Insight System offering; and developing broader opportuni/es for automated data extrac/on. The Capital Raising is necessary to provide additional working capital for the business and support the growth strategy.

Current trading

The Company appointed a new Chief Execu/ve Officer on 7 November 2018, who has undertaken a strategic review and ini/ated a programme of cost savings. As a result, the Directors expect the Company will be able to realise cost savings across the business in 2019 of approximately £1.0 million compared to 2018. The Company has made a posi/ve start to 2019 with revenues and commissions which are expected to be recognised in 2019 exceeding £400,000 (as at the date of this announcement), and a good pipeline of prospec/ve commissions. The Directors believe that the Company's strategic roadmap (outlined in the Company's financial results for the financial year ended 31 December 2018 represents a sound strategy for 2019.

Use of proceeds

The proceeds of the Capital Raising will provide addi/onal working capital for the business and support the Company's growth strategy as outlined in its financial results for the financial year ended 31 December 2018.

Details of the Subscription

The Company has condi/onally raised £880,000 before expenses by separate subscrip/ons for, in aggregate, 22,000,000 new Ordinary Shares at the Issue Price.

Novum Securi/es has condi/onally subscribed for 15,000,000 new Ordinary Shares. Nick Mustoe and Kirsty Fuller who are Directors, and Adam Reynolds who is a former Director, have condi/onally subscribed for, in aggregate, 7,000,000 new Ordinary Shares.

The Subscrip/on is condi/onal on the passing of the Resolu/ons as well as the admission of the Subscrip/on Shares to trading on AIM. The Subscrip/on Shares are expected to be admi>ed to trading on AIM on 5 April 2019. If any of the conditions are not satisfied, the Subscription Shares will not be issued.

The Subscription is not being underwritten.

The Subscrip/on Shares will be issued free of all liens, charges and encumbrances and will, when issued and fullypaid, rank pari passu in all respects with the Exis/ng Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of their issue.

Applica/on will be made to the London Stock Exchange for the admission of the Subscrip/on Shares to trading on AIM. It is expected that dealings in the Subscrip/on Shares will commence on or around 5 April 2019 subject to the passing of the Resolutions at the General Meeting.

Details of the Settlement Share Issue

Metcalfe Consultancy Limited, which provides the services of Steven Metcalfe to the Company, and Nick Mustoe have outstanding amounts owed to them by the Company in rela/on to the provision of non-execu/ve director and consultancy services up to and including the end of September 2019 amoun/ng to, in aggregate, £120,000. Each of Metcalfe Consultancy Limited and Nick Mustoe has agreed that these sums should be se>led by the issue of Ordinary Shares at the Issue Price.

The Se>lement Shares will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the Exis/ng Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of their issue.

Applica/on will be made to the London Stock Exchange for the Se>lement Shares to be admi>ed to trading on AIM. It is expected that dealings in the Se>lement Shares will commence on or around 5 April 2019 subject to the passing of the Resolutions at the General Meeting.

Related party transactions

Nick Mustoe, Kirsty Fuller and Steven Metcalfe (being current Directors of the Company) and Adam Reynolds (being a former Director of the Company), all of whom are related par/es for the purposes of the AIM Rules, have agreed to subscribe for Ordinary Shares pursuant to the Subscription.

Metcalfe Consultancy Limited, which provides the services of Steven Metcalfe to the Company, and Nick Mustoe have agreed to se>le outstanding amounts owed to them by the Company in rela/on to the provision of non-execu/ve director and consultancy services up to and including the end of September 2019 by the issue of Ordinary Shares at the Issue Price. Steven Metcalfe and Nick Mustoe are each related parties for the purposes of the AIM Rules.

Details of the Subscription Shares and Settlement Shares to be issued to the Related Parties are set out below:

Director	Number of Ordinary Shares subscribed for pursuant to the Subscription	Number of Ordinary Shares issued in settlement of accrued Directors' fees pursuant to the Settlement Share Issue	Total Ordinary Shares held immediately following the Capital Raising and the Settlement Share Issue	Ordinary Share holding as a percentage of Enlarged Share Capital immediately following the Capital Raising and the Settlement Share Issue
Kirsty Fuller	1,250,000	-	4,525,702	2.8%
Nick Mustoe	2,000,000	1,468,750	10,377,199	6.3%
Steven Metcalfe	2,000,000	1,531,250	9,029,022	5.5%
Adam Reynolds (former Director)	1,750,000	-	5,680,403	3.5%
Total:	7,000,000	3,000,000	29,612,326	18.1%

The subscrip/ons set out above are each related party transac/ons for the purposes of Rule 13 of the AIM Rules ("Subscription Related Party Transactions").

John Haworth, Simon Lidington, Ma> Lynch and Joe MacCarthy, being the Directors not par/cipa/ng in the Subscrip/on, are considered to be independent directors of the Company for the purposes of AIM Rule 13 in connec/on with the Subscrip/on Related Party Transac/on. They consider, having consulted with the Company's nominated adviser, Arden, that the terms of the Subscrip/on Related Party Transac/ons are fair and reasonable insofar as the Shareholders are concerned.

The se>lement of accrued Directors' fees by the issue of the Se>lement Shares to Metcalfe Consultancy Limited and Nick Mustoe is also a related party transac/on for the purposes of Rule 13 of the AIM Rules ("Se>lement Related Party Transaction").

Kirsty Fuller, John Haworth, Simon Lidington, Ma> Lynch and Joe MacCarthy are considered to be independent directors of the Company for the purposes of AIM Rule 13 in connec/on with the Se>lement Related Party Transac/on. They consider, having consulted with the Company's nominated adviser, Arden, that the terms of the Settlement Related Party Transaction are fair and reasonable insofar as Shareholders are concerned.

Total voting rights

Following Admission, the Company's issued share capital will consist of 163,750,692 Ordinary Shares, with each Ordinary Share carrying the right to one vote. The Company does not hold any Ordinary Shares in treasury. This figure of 163,750,692 Ordinary Shares may therefore be used by Shareholders as the denominator for the calcula/ons by which they will determine if they are required to no/fy their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

Shareholder circular and Notice of General Meeting

The Company expects to publish a circular today in connec/on with the ma>ers described in this announcement, which will contain a no/ce convening the General Mee/ng at which Shareholders will be asked to consider and, if thought fit, approve the Resolu/ons. A le>er will be posted to Shareholders today no/fying them that a copy of the circular will be made available on the Company's website atwww.bigsofatech.com.

The General Mee/ng will be held at the offices of Kindred Agency Limited, 4th Floor, Dean Bradley House, 52 Horseferry Road, London SW1P 2AF at 9.15 a.m. on 1 April 2019 (or as soon thereaLer as the AGM has concluded or been adjourned).

Capitalised terms used but not defined in this announcement shall have the meanings given to such terms in the section headed "Definitions" at the end of this announcement.

Expected timetable of principal events

2019*

8 March

Publication and dispatch of this document

9.15 a.m. on 28 March

Latest time and date for receipt of the proxy appointment for the

General Meeting

9.15 a.m. on 1 April**

Time and date of the General Meeting

1 April

Results of the General Meeting announced

8.00 a.m. on 5 April

Admission and commencement of dealings on AIM

within 10 Business Days

Despatch of definitive share certificates in respect of the New Ordinary Shares

of Admission

* All references to times in this timetable are to London times and each of the times and dates are indicative only and may be subject to change. Any such change will be notified by an announcement on a Regulatory Information Service.

** Or as soon thereafter as the AGM has concluded or been adjourned.

Definitions

"Admission"	the admission to trading on AIM of the New Ordinary Shares
becoming effective in accordance with Rule 6 of the AIM
Rules
"AGM"	the annual general meeting of the Company convened for 9.00
a.m. on 1 April 2019
"AIM"	the AIM market operated by the London Stock Exchange
"AIM Rules"	the rules for AIM companies as published by the London
Stock Exchange from time to time
"Arden"	Arden Partners plc, the Company's nominated adviser and
broker
"Board" or "Directors"	the directors of the Company
"Business Day"	any day which is not a Saturday, Sunday or a public holiday
in the UK
"Capital Raising" or "Subscription"	the proposed conditional subscriptions by the Subscribers for
the Subscription Shares at the Issue Price, further details of
which are set out in the letter from the Chairman of the
Company
"Enlarged Share Capital"	the entire issued ordinary share capital of the Company
immediately following Admission
"Existing Ordinary Shares"	the 138,750,692 existing Ordinary Shares in issue at the date
of this Circular, all of which are admitted to trading on AIM
"FCA"	the Financial Conduct Authority of the UK
"General Meeting"	the general meeting of the Company, notice of which is set
out at the end of this document, and any adjournment thereof
"Issue Price"	4 pence per new Ordinary Share
"London Stock Exchange"	London Stock Exchange plc, a company registered in
England and Wales with registered number 02075721
"New Ordinary Shares"	the Subscription Shares and the Settlement Shares
"Notice of General Meeting"	the notice of the General Meeting, which is set out at the end
of this document
"Novum Securities"	Novum Securities Limited, a company registered in England
and Wales with registered number 05879560
"Ordinary Shares"	ordinary shares of 3 pence each in the share capital of the
Company
"Regulatory Information Service"	a regulatory information service as defined by the AIM Rules
"Related Parties"	Adam Reynolds and certain of the Directors who propose to
subscribe for new Ordinary Shares pursuant to the
Subscription and/or settle outstanding accrued Directors' fees
pursuant to the Settlement Share Issue
"Resolutions"	the resolutions relating to matters necessary to implement
the Subscription and the Settlement Share Issue to be
proposed at the General Meeting, as set out in the Notice of
General Meeting
"Settlement Shares"	the 3,000,000 new Ordinary Shares to be issued by the
Company pursuant to the Settlement Share Issue
"Settlement Share Issue"	the proposed settlement of accrued Directors' fees owing to
certain Directors by the issue of new Ordinary Shares at the
Issue Price, further details of which are set out in the letter
from the Chairman of the Company
"Shareholder(s)"	holder(s) of Existing Ordinary Shares
"Subscribers"	Novum Securities and the Related Parties
"Subscription Shares"	the 22,000,000 new Ordinary Shares to be issued by the
Company pursuant to the Subscription
Enquiries:
Big Sofa Technologies Group plc
Kirsty Fuller, CEO
Joe MacCarthy, CFO

via Vigo Communications

Arden Partners plc (Nominated Adviser and Joint Broker)	[phone]
Paul Shackleton / Ben Cryer
Novum Securities (Joint Broker)	[phone]
Colin Rowbury
Vigo Communications (Financial Public Relations)	[phone]
Ben Simons / Jeremy Garcia / Antonia Pollock
About Big Sofa Technologies Group plc

Big Sofa Technologies is an insight-led technology company. The design and development of our technology has been guided by expert understanding of the insight and analy/cs industries and the needs, pressures and business questions of the clients they serve.

We uncover and analyse new-to-the-industry behavioural data sets in video, enabled by the power of our pioneering data capture and plaOorm technology. We are innova/ng both in how video-led projects and programmes are designed and in how the data is analysed, showcased, embedded and re-mined.

Our soLware plaOorm collates, analyses and organises large volumes of raw/unstructured video enabling our clients, which include leading market research and data companies and major household brands, to perform detailed and sophisticated consumer insight analysis and make genuine use of video content.

Big Sofa Technologies' shares are admi>ed to trading on the London Stock Exchange's AIM market under the /ckerBST.L.

To find out more, visitwww.bigsofatech.com

Follow us on twitter at @bigsofatech

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