Angelfish Investments Plc - Convertible Loan Note Investment PR Newswire

9 August 2018

Angelfish Investments Plc (“Angelfish” or “the Company”)

Convertible Loan Note Investment

The Directors of Angelfish announce that the Company has agreed to subscribe for 0% fixed rate secured convertible loan notes (“Loan Notes”) issued by Wallet Ads Ltd (“Wallet Ads”).

The principal terms of the Loan Notes are as follows:

    --  The loan is in the amount of £150,000 which will be drawn down in six
        monthly instalments, one of £50,000, followed by five equal instalments
        of £20,000.

    --  The loan is supported by a full fixed and floating debenture over the
        assets and undertaking of Wallet Ads.

    --  The loan is repayable no later than three years after drawdown.

    --  Alternatively the loan is convertible into ordinary shares equivalent to
        20% of the enlarged share capital of Wallet Ads on payment of the final
        instalment or immediately in the event of:

          1. a further debt fund raise of at least £100,000;

          2. admission of the shares of Wallet Ads to the Main Market of the
              , the AIM Market, the NEX Exchange Growth
             Market or any other recognised investment exchange;

          3. any disposal by Wallet Ads of all, or a substantial part of its
             trading activities;

          4. the acquisition of control of Wallet Ads by a third party; or

          5. Wallet Ads raising funds from an issue of shares to any person(s).

Wallet Ads owns and operates a mobile engagement platform that combines mobile wallet passes (Apple Wallet / Google Pay), HTML5 web and social media (Facebook, Twitter, WhatsApp) technologies to enable brands to deliver digital vouchers or passes direct to consumers’ smartphones.

There is no need for a consumer to register or download an app to engage with the technology which is free to the consumer and self-funding to the brand. The platform is supported by cutting edge and highly complex serverless infrastructure capable of updating up to one million devices per minute.

The service is being launched in conjunction with Printworks Manchester with up to 14 national brands for a three month pilot. Printworks receives over 8 million visitors a year and is part of the Cushman & Wakefield Group which has over 100 shopping and leisure centres under management.

Additional pilot schemes with major transportation hubs and other shopping centres are expected later in the year and Wallet Ads is in discussions with leading payment terminal companies with a view to payment till integration for national brands in 2019.

This investment will allow Wallet Ads to continue to innovate, further develop its platform and build the necessary awareness and credibility in the market for planned rapid expansion in 2019.

Mark Hadleigh, CEO of Wallet Ads commented: “I am absolutely delighted to be working with Angelfish who share our passion for solving a real problem for UK consumers. Angelfish have the skills and experience to help us drive Wallet Ads forward over the coming years and their connections to the UK Financial Markets are key to our plans for growth.”

Richard Walker, non-executive Director of Angelfish, will join the board of Wallet Ads to provide additional support at director level as the Company progresses its discussions surrounding the various pilot schemes over the coming months.

Andrew Flitcroft, director of Angelfish commented: “Wallet Ads presents another exciting opportunity for Angelfish as an early stage investor, with strong leadership in place and discussions for key contracts for the next stage of growth well advanced. We look forward to working closely with the Wallet Ads team over the coming months’’

This announcement contains information which, prior to its disclosure, was inside information for the purposes of Article 7 of EU Regulation 596/2014.

The directors of the Company take responsibility for this announcement.



Angelfish Investments Plc +44 (0)7769 591096

Andrew Flitcroft

Finance Director

Cairn Financial Advisers LLP +44 (0)207 213 0880

NEX Exchange Corporate Adviser

David Coffman / Richard Nash

About Angelfish Investments plc

The Company’s Ordinary Shares and Preference Shares are admitted to trading on the NEX Exchange Growth Market in London. The Company has the trading symbol ANGP for its Ordinary Shares and the trading symbol ANGS for its Preference Shares.