27th
AQSE: FIRE
(“IamFire” or the “company”)
Particulars of the News Release:
1.
2. £9,000,000 Convertible Loan Agreement (“CLA”) with
3. FIRE raises, £5,589,039.48 through a Discounted Capital Bond (“back-to-back-financing”)
4. Terms of the Exclusive Subscription Agreement
1.
WeShop is a social commerce platform which allows users to seek advice and promote products which they own and love amongst their trusted social networks. To date it has deployed over £10m on the technology and is led by an experienced team including: Non-Executive Chairman and co-founder,
Commenting
“This funding allows WeShop to initiate a substantial launch and fulfil the enormous potential of this business. There is no doubt whatsoever that friend to friend recommendations are the most trusted source for making purchasing decisions. Questions and advice around products and services are happening every minute of every day all around the world. The biggest problem of any new platform is acquiring and retaining users. In the first instance, acquiring and retaining users is a direct function of marketing budget. WeShop have devised a marketing mechanism which not only will acquire users but keep them engaged and retained in an incredibly cost-effective way – it is a truly unique mechanism which we are going to launch. The social commerce landscape has still not been conquered and there is not a better time as online sales are increasing, and people are spending more time on their electronic devices. This funding will also accelerate a public listing event. We look forward to announcing further updates in relation to the launch, the public listing and the marketing mechanism.”
2.
The Underlying terms of the CLA are as follows;
- Interest rate of 8% per annum for a 36 month period
- Unsecured with no debenture
- Conversion triggers include; an IPO, an exit or further funding rounds
- Conversion would occur at a 20% discount to the price of the conversion event.
3. FIRE raises, £5,589,039.48 through a Discounted Capital Bond
In order for the company to proceed with the terms of the CLA, after a period of Due Diligence,
- Issue price of the DCB is, 78.73% resulting in net proceeds of, £4,400,250.78
- The DCB shall have no fixed coupon on the basis that the grossed-up figure has been issued on a discounted basis resulting in, £5,509,039.48 payable upon maturity
- The Bond shall mature on 25th
- The terms of the Bond do not allow for conversion to equity
-
Serviceability of the Discounted Capital Bond (“DCB”)
Appreciating that
- The DCB represents a back-to-back financing to satisfy the terms
- Upon the DCB being redeemed the total payable to the Bondholders (
- Under the terms of the CLA entered with WeShop, over the 36-month period to maturity WeShop would have to service a total interest cost, payable to
Hawk is an investment holding vehicle with multiple positions in both public and private companies across multiple sectors globally.
4. Terms of the Exclusive Subscription Agreement (“ESA”)
Concurrent to the CLA, IamFire have entered a, 6-month
- Period of Exclusivity to be 6-months
-
- Under the terms of the
- Under the agreement,
- In electing to subscribe for, 526,624 shares,
- Warrant Accelerator: Should WeShop complete a successful IPO, WeShop shall have the right to enforce an accelerated exercise of, 263,312 warrants with a strike price of, £10. FIRE shall have, 45-days to exercise these warrants from date of notice from WeShop
-
- Right to maintain a 10% Interest in the issued share capital of WeShop up to a go-public event through an anti-dilution clause
Burns Singh Tennent-Bhohi, CEO & Executive Director commented,
“IamFire plc have strategically engineered an investment-transaction whilst also providing the company an Exclusive Right to acquire 10% of WeShop with further financial instruments, protected with an anti-dilution clause as WeShop looks to complete a comprehensive launch, IPO and enter a prolonged period of growth.
WeShop have developed a product that formalises the syndication of social networks and e-commerce. This is a theme that is practiced by social networks, but one where none have quite captured its true identity. The very ethos of WeShop from inception has been to aggregate social networks and e-commerce to create a brand, trusted network & marketplace that represents this critical theme in the modern world.
This is a considerable day for
The Directors of the Company accept responsibility for the contents of this announcement
Enquiries
Website – https://iamfireplc.com
Burns Singh Tennent-Bhohi (CEO & Director)
burnsstb@iamfireplc.com
Marc T Bamber (Non-Executive Chairman)
mb@iamfireplc.com
Direct Office Line: +44 (0) 20 3778 0755