IamFire Plc - Option over £3.75m of CLNS in WeShop and Update PR Newswire

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY IAMFIRE PLC TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014, AS AMENDED ("MAR"). ON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE ("RIS"), THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

IamFire plc
AQSE: FIRE
(“FIRE” or the “Company”)

Option to Subscribe for up to £3.75m into Convertible Loan Notes of WeShop Holdings Limited (“WeShop”)

Update on WeShop

1.         Option to Subscribe for Convertible Loan Notes of WeShop Holdings Limited  (“WeShop”)

IamFire plc is pleased to announce that it has acquired an option to subscribe for up to £3,750,000 in Convertible Loan Notes (CLNs) of WeShop Holdings Ltd (“Option”) from Community Social Investment Limited (formerly WeShop Limited).  IamFire has paid a consideration of £250,000 to acquire the right to subscribe for the CLNs.  The option to invest in to these CLNs was part of the consideration paid by WeShop Holdings Ltd when it acquired the business, name and assets of WeShop Limited in October 2021.

Should the Option be taken up, the CLNs will be convertible in to new ordinary shares of WeShop Holdings Ltd at £1 per share.  Further terms about the right to subscribe for the CLNs are described below.

2.         Update on WeShop

Considerable development and testing has taken place on the WeShop eCommerce platform over the last few months.  WeShop has already been running a trial with 4,000 shoppers on the app since earlier this year and aims to sign up 100,000 members within the first two to three months after launch, which took place on 4 July 2022.

On Monday 4 July, WeShop released the following press release:

GLOBAL LAUNCH OF WESHOP - THE WORLD’S FIRST SHOPPING PLATFORM WHICH REWARDS WITH SHARES IN THE COMPANY FOR EVERY PURCHASE

THE NEW UK SHOPPABLE SOCIAL NETWORK PLANS TO GIVE AWAY 90% OF ITS BUSINESS TO ITS SHOPPERS

‘We Shop at Our Shop’

Major retailers including ASOS, Selfridges, NET-A-PORTER, eBay, B&Q, Made.com and Nike are just a few of the brands and retailers already available on the platform alongside exciting independent brands such as Bow&Bo and Lulu Kachoo

WeShop is the world’s first shoppable social network that allows people to shop for everyday goods and items whilst simultaneously owning a stake in this major new company.

UK tech firm WeShop launches this retail revolution by giving away shares in the company every time a person purchases goods through any of the retailers on the WeShop platform.

WeShop’s disruptive business model is purposely designed to take on the US based tech giants one purchase at a time by sharing the wealth built up in the company with the shoppers who have created it with their very own everyday purchases.

The WeShop retail revolution is ground-breaking because it allows anyone to own shares, which will be trade-able on the stock market, by simply buying goods that they would otherwise have bought from online retailers they already purchase from.

So, instead of handing over yet more billions to the likes of Jeff Bezos, WeShop has pledged to hand over 90 per cent of the company to its users. Initially for every purchase, 20 per cent of the price is given back to you in shares in WeShop.

This means that if you were thinking of buying a pair of £100 trainers from Amazon you can buy the same £100 trainers through WeShop from one of the hundreds of established retailers on the platform, except you will be rewarded with £20 worth of shares in the company.  Simply download the app on iOS or Android and use “weshopsocial” as the referral code to get in and start shopping.

As we all face a major cost of living crisis this is the most creative, and truly a world’s first, way of saving money.  You can build a financial nest egg by simply carrying on with the same shopping habits. 

WeShop’s revolutionary mechanism, means people using the platform earn an investment in the company, which will be listed on the stock exchange, with each purchase, successful recommendation or introduction of a new member to the community. As the cost of living spikes and with almost half (48%) of Britons reporting they don’t have the extra cash to put into a savings pot, WeShop allows shoppers to earn shares – and to grow their savings -  simply by spending the money they usually would. 

An exclusive YouGov survey found that 87% of Brits spend on average £150 a month on online shopping (excluding online groceries). If they were to spend this amount on WeShop they would earn £30 worth of shares – giving users a simple way to grow savings they will be able to cash in for a treat, save for a rainy day, or continue to own part of a major British tech company.

WeShop which will be 90% owned by its users, already has thousands of major brands on board allowing people to effectively shop from their own shop! WeShop is a first of its kind, community owned shoppable social network pioneering the implementation of true and fair share democratisation. 

WeShop chairman, Richard Griffiths, said: “The way we shop has changed dramatically in the last ten years thanks to rapid advances in technology. While we’ve seen the dramatic growth of online shopping platforms – and their profits – none of them are designed to benefit the people who keep them going, the shoppers. That’s why WeShop was born, building a totally shoppable social network that is owned by the community. And to show we are serious, we’re giving away 90% of WeShop to the people who use it. We think that the potential of WeShop is gigantic and will have a massive impact on the world of ecommerce and online retail. Imagine if Amazon had done this when they started, the wealth created by Amazon would have been shared amongst the people who made it successful, its users. Indeed, the world might look very different now, and that’s what we’re trying to achieve, a better, fairer and more democratised shopping experience for everyone.”

In addition to purchasing, with WeShop you can also monetise the power of recommendations. Whenever anyone buys anything you have recommended on WeShop you receive 10% of the value of the product in shares. And when a WeShopper introduces a new user then the WeShopper will also get 1% of the value the new user spends on the platform. 

WeShop has the biggest retailers and brands available on the app across fashion, home and décor, tech and gaming. From ASOS to NET-A-PORTER and Etsy, from The Body Shop to Holland & Barrett, B&Q to MADE.com, PC World to Carphone Warehouse, Nike to New Balance.  There are also a number of independent brands coming on board on a weekly basis such as Lulu Kachoo and Bow&Bo.”

Some of the subsequent press coverage can be found at the following links

Shareholders who wish to sign up to the WeShop platform can use the referral code “weshopsocial”

3.         Further details on the Option to subscribe for the CLNs:

*    Option to subscribe for CLNs must be taken up by 31 December 2022 or the Option will lapse

*    The CLNs will carry an interest rate of 5%

*    CLNs can be subscribed for in tranches of £500,000 or above

*    The conversion date will be 18 May 2023 (“Conversion Date”).  FIRE will have the option to convert the CLNs on that date at a price of £1 per share into WeShop Holdings Ltd’s ordinary shares

*    If the CLNs are not converted on the Conversion Date then the principal along with accrued interest will remain as an outstanding debt owing to FIRE, with a repayment date of 18 May 2026

*    Should the CLNs be converted on the Conversion Date, the ordinary shares received in WeShop Holdings Ltd will be locked-in for 6 months to 18 November 2023

Background on the WeShop Holdings Ltd Acquisition of WeShop Ltd

WeShop Holdings Ltd (previously Boanerges Limited) announced on 20 October 2021, an intention to acquire the assets, business and name of WeShop Limited (“WeShop”) for the consideration of 33,333,333 shares in WeShop Holdings Ltd at 75p per share, valuing the transaction at £25 million (“Acquisition”).  WeShop Limited is required to hold the WeShop Holdings Ltd shares for a lock-in period of 18 months before distributing those shares, in-specie, to its shareholders. 

The Option is in addition to FIRE’s previously announced subscriptions for convertible loan notes into both Community Social Investment Limited (formerly WeShop Limited) and WeShop Holdings Limited as follows:

  • £4.5m of a £9 million convertible loan agreement into WeShop Limited, which it will now have the right to convert into equity of Community Social Investment Limited (“1st CLN”).  If conversion of the 1st CLN occurs, FIRE will hold approximately 25% of Community Social Investment Limited, assuming the other parties to the convertible loan agreement also convert.  FIRE would therefore receive approximately 8.2 million WeShop Holdings Limited shares on the in-specie distribution by Community Social Investment Limited.
  • £4m of convertible loan notes subscribed for into WeShop Holdings Limited in 2 tranches announced on 22 December 2021 and 2 February 2022 (“2nd CLN”).  The 2nd CLN gives FIRE the right to subscribe for up to 5,333,333 shares in WeShop Holdings Limited on 18 May 2023 on the same terms as set out herein for the Option.

Should FIRE subscribe for the CLNs which are the subject of this RNS and convert them in to new ordinary shares of WeShop Holdings Ltd it would result in the Company holding a further 3,750,000 million WeShop Holdings Shares.  Together with the 1st and 2nd CLNs described above and assuming all were converted in to equity and further assuming the potential in specie distribution of WeShop Holdings Limited shares occurs from Community Social Investment Limited, FIRE could potentially end up holding some 17,250,000 shares in WeShop Holdings Limited or  18.5% of the undiluted WeShop Holdings Limited shares in issue.

WeShop Holdings Limited’s ordinary shares are currently listed on the JP Jenkins matched bargain trading platform.

3          Chairman Statement

“The Board is exceptionally pleased to have secured further potential exposure to the WeShop social commerce platform through the Option, in addition to the 1st and 2nd CLNs.  WeShop has made considerable progress in the development of its app and in the execution of its launch.  It has identified the massive opportunity that social commerce represents and has collected together a globally impressive team to execute the strategy, building on the foundation that WeShop has developed over the previous years. I would urge all of our shareholders to try the WeShop App using the referral code “weshopsocial”


The Directors of the Company, who have issued this RIS announcement after due and careful enquiry, accept responsibility for its content.

REGULATORY ANNOUNCEMENT ENDS

Enquiries:

Company:
info@iamfireplc.com

Peterhouse Capital Limited
Corporate Advisor
Guy Miller: + 44 (0) 20 7469 0930 (Direct)

Corporate Broker
Lucy Williams: +44 (0) 20 7469 0930
Duncan Vasey: +44 (0) 20 7220 9797 (Direct)