Mobile Streams plc - Mobile Streams expansion and Subscription

RNS Number : 4686W

Mobile Streams plc

12 December 2023

Mobile Streams plc

("MOS" or "the Company")

Mobile Streams expansion, strategy update and direct subscription

Issue of Equity, Director/PDMRs Dealings & TVR

Mobile Streams plc, the AIM quoted mobile content and data intelligence company, is delighted to announce it will be expanding its operations in Mexico into publishing, betting and media ownership, which complements its existing content portfolio of products and services, through the acquisition of a 10% interest in Capital Media Sports S.A ("Capital Media Sports"), a newly created company.

MOS and its partners intend to create one of the largest Sports Media Groups in Mexico, by partnering with one of the largest media publishers in Mexico, namely Capital Media Group, together with the co-owner of Necaxa football club, the co-owner of Atlante football club, the co-owners of Capital Media Group and the Neme business family which owns Alive Sports Entertainment, one of Mexico's biggest sports event businesses.

Our existing wholly owned Mexican subsidiary, Mobile Streams of Mexico, S.de R.I, intends to pay MXN 5m (approximately GBP 228k) to obtain a 10% shareholding in Capital Media Sports, which has a strategy seeking to acquire a number of sporting publications under which it has signed heads to terms to acquire Estadio, a major existing heritage sports media publication in Mexico formerly owned by Capital News S.A ("Capital News" and part of the Capital Media Group), as the first of these. Capital Media Sports will, according to the HOT (Heads of Terms), acquire all associated IP for the print and digital operations of the publication.

Initially Capital Media Sports will acquire the assets and IP of Estadio. Given its limited recent operations, there is no financial information regarding Estadio to report under Schedule 4 of the AIM Rules. Following the acquisition of the interest in Capital Media Sports, MOS and its partners will, subject to regulatory approvals, then fund the launch of two associated companies, Estadio Bet ("Bet") and Estadio Talk ("Talk"), in which MOS will have a 25% interest (together the "Investment"). Bet will be a betting company using the sports publication brand to deliver online gambling and betting services to Mexican consumers and Talk will be a 'Talk Sport' style podcast service, also utilising the brand.

To fund the costs of the Investment, including the Company's share of launch and development of Bet as well as to fund ongoing working capital, the Company has undertaken a Company led subscription with various investors and certain Directors to raise a gross amount of £675,000 at 0.07 pence through the issue of 964,285,714 Ordinary Shares (the "Subscription"). Each Subscriber will also receive one for one warrants exercisable at 0.15p that have a 12 month term, are non-transferable and will not be listed.

The target for launch of Bet is early Q2 2024 and Talk is shortly thereafter. It is expected that £250,000 of the Subscription proceeds will be allocated towards funding the launch and development of Bet.

The three businesses will, it is hoped, provide for cross advertising and marketing opportunities. Along with that, Capital Media Group's over 25 media channels including print, online, radio and television channels will exclusively advertise the sports publication brand, promoting these services to an estimated 25m plus audience reach from launch. At the same time, MOS's HeroesNFTclub service will be advertised across all these channels, enhancing the NFT products' existing reach significantly.

MOS will sign service agreements with both Bet and Talk and the expected contracted fee arrangements from these agreements for services provided to Bet and Talk are expected to generate substantial revenue for the Company. MOS expects the combined impact of these agreements to get the Company to cash breakeven within 12 months.

Immediate additional benefits for MOS include:

· Revenue synergy opportunities for its existing content portfolio - Live Scores sites, NFTs and the sports publication audience;

· Advertising, sponsorship and editorial opportunities within publication branded assets;

· Potential future dividend payments from Capital Media Sports and proceeds from any liquidity events, should they come to fruition;

· Strategic positioning being enhanced within Mexico and the LATAM region;

· The opportunity to look at Europe and Asia with the new services in due course.

Details of the Subscription

MOS is delighted to announce it has raised £675,000 from a direct subscription at 0.07p through the issue of 964,285,714 Ordinary Shares. Each Subscriber will also receive one for one warrants exercisable at 0.15p that have a 12 month term, are non-transferable and will not be listed.

As part of the Subscription, WA.Technology Group Limited, an online betting and gambling platform with significant LATAM experience, has invested £400,000.

Further as part of the Subscription a total of 142,857,140 shares have been issued to certain Directors and senior employees who have subscribed for shares and warrants on the same terms as other investors in the Subscription. The total subscription by these Directors and PDMRs is £100,000 for 142,857,140 Ordinary Shares representing approximately 3.3% of the Company's issued share capital, split as follows:

Director/ PDMR	Shares Subscribed	Warrants issued
Bob Moore	35,714,285	35,714,285
Nigel Burton	35,714,285	35,714,285
Mark Epstein	35,714,285	35,714,285
Tom Gutteridge	35,714,285	35,714,285
Total	142,857,140	142,857,140

As a result, they have the following interests in the Company:

Director

Ordinary Shares now held

% of Issued Share Capital

Bob Moore

35,714,285

0.67

Mark Epstein

144,900,280

2.72

PDMR

Ordinary Shares now held

% of Issued Share Capital

Nigel Burton

205,089,526

3.84

Tom Gutteridge

144,900,280

2.72

Details of the person discharging managerial responsibilities / person closely associated

Name

Bob Moore

Reason for notification

Position / status

PDMR

Initial notification

/Amendment

Initial

Details of the issuer, emission allowance market participant, auctionplatform, auctioneer or auction monitor

Name

Mobile Streams plc

LEI

LEI: 213800CJX7WW927QWP43

Details of the transaction(s): section to be repeated for (i) each type ofinstrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

Description of the financial instrument, type of instrument

Identification code

Ordinary shares of 0.01 pence each in Mobile Streams plc

ISIN GB00B0WJ3L68

Nature of the transaction

Issue of shares in lieu of remuneration

Price(s) and volumes(s)

Price(s)	Volumes(s)
0.07 pence	35,714,285

Aggregated information

n/a

Date of the transaction

12 December 2023

Place of the transaction

London Stock Exchange, AIM (XLON)

Details of the person discharging managerial responsibilities / person closely associated

Name

Mark Epstein

Reason for notification

Position / status

PDMR

Initial notification

/Amendment

Initial

Details of the issuer, emission allowance market participant, auctionplatform, auctioneer or auction monitor

Name

Mobile Streams plc

LEI

LEI: 213800CJX7WW927QWP43

Details of the transaction(s): section to be repeated for (i) each type ofinstrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

Description of the financial instrument, type of instrument

Identification code

Ordinary shares of 0.01 pence each in Mobile Streams plc

ISIN GB00B0WJ3L68

Nature of the transaction

Issue of shares in lieu of remuneration

Price(s) and volumes(s)

Price(s)	Volumes(s)
0.07 pence	35,714,285

Aggregated information

n/a

Date of the transaction

12 December 2023

Place of the transaction

London Stock Exchange, AIM (XLON)

Details of the person discharging managerial responsibilities / person closely associated

Name

Nigel Burton

Reason for notification

Position / status

PDMR

Initial notification

/Amendment

Initial

Details of the issuer, emission allowance market participant, auctionplatform, auctioneer or auction monitor

Name

Mobile Streams plc

LEI

LEI: 213800CJX7WW927QWP43

Details of the transaction(s): section to be repeated for (i) each type ofinstrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

Description of the financial instrument, type of instrument

Identification code

Ordinary shares of 0.01 pence each in Mobile Streams plc

ISIN GB00B0WJ3L68

Nature of the transaction

Issue of shares in lieu of remuneration

Price(s) and volumes(s)

Price(s)	Volumes(s)
0.07 pence	35,714,285

Aggregated information

n/a

Date of the transaction

12 December 2023

Place of the transaction

London Stock Exchange, AIM (XLON)

Details of the person discharging managerial responsibilities / person closely associated

Name

Tom Gutteridge

Reason for notification

Position / status

PDMR

Initial notification

/Amendment

Initial

Details of the issuer, emission allowance market participant, auctionplatform, auctioneer or auction monitor

Name

Mobile Streams plc

LEI

LEI: 213800CJX7WW927QWP43

Details of the transaction(s): section to be repeated for (i) each type ofinstrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

Description of the financial instrument, type of instrument

Identification code

Ordinary shares of 0.01 pence each in Mobile Streams plc

ISIN GB00B0WJ3L68

Nature of the transaction

Issue of shares in lieu of remuneration

Price(s) and volumes(s)

Price(s)	Volumes(s)
0.07 pence	35,714,285

Aggregated information

n/a

Date of the transaction

12 December 2023

Place of the transaction

London Stock Exchange, AIM (XLON)

The Company also announces that it is looking to raise up to approximately £300,000 via an accelerated book build placing and retail offer. The retail offer is expected to be only open to existing shareholders, which will take place at the same price of 0.07p with one for one warrants exercisable at 0.15p for 12 months. A further announcement will be made in due course once this is launched.

A total of 964,285,714 ordinary shares of 0.01p nominal value each ("Subscription Shares") have been placed conditional only on Admission with investors at 0.07p per share, being a small premium to the closing mid‐market price prior to the Subscription of 0.0675p on 12 December 2023. Each subscription share will rank pari passu with existing Ordinary Shares and will be issued with one warrant per share to subscribe for one Ordinary Share exercisable at 0.15p per share for a period of 12 months from the date of admission of these new Shares to AIM, which is expected to be on or around 20 December 2023. The Subscription Shares represent approximately 18.6% of the enlarged share capital of the Company and together with the attached warrants 32.5% of the fully diluted share capital assuming that these and all other extant warrants were exercised.

Admission to trading

Application will be made to the London Stock Exchange for admission of the Subscription to trading on AIM. It is expected that admission will become effective and dealings in the Subscription Shares will commence at 8.00 a.m. on or around 20 December 2023.

Total Voting Rights

Following the issue of the Subscription Shares as described above, the Company's issued share capital consists of 5,333,941,617 ordinary shares with a nominal value of 0.01p each, with voting rights ("Ordinary Shares"). The Company does not hold any Ordinary Shares in Treasury.

Therefore, the above figure may be used by shareholders in the Company as the denominator for the calculation 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 FCA's Disclosure Guidance and Transparency Rules.

About Capital Media Group https://capitalmedia.mx/

Active for 50+ years.

Provides advertising, content and media intelligence services and operates through 25 media and brands.

A claimed audience reach of 25m+.

38 SND awards for outstanding achievement.

Strong suite of media personalities.

About the Mexican betting market:

Market launched in 2016.

Around 18 licensed and live operators in the market led by Caliente. EUR 619m gross gambling revenue in 2022.

Forecast to grow at a CAGR of 16% to EUR 958m in 2025.

Total addressable market of EUR 1,175m (2027).

Bet365 and Playdoit are the next largest operators by website visits.

Caliente Interactive was in talks about a USD 2.5bn merger with Tekkorp Digital.

About the Mexican market:

World's 14th largest economy (making it bigger than Spain).

Population of 128m people with a further 40m living in US.

Mexico to co-host the next FIFA World Cup in 2026.

Liga MX is the most-watched soccer league in the US.

Liga MX has combined with the MLS to launch the Leagues Cup, broadcast worldwide on Apple TV.

About WA.Technology https://www.watechnology.com/

WA.Technology is a renowned B2B and iGaming solutions provider of creative and innovative iGaming solutions. With a focus on cutting-edge technology and forward-thinking strategies, WA.Technology empowers its clients to excel in the ever-evolving world of iGaming. WA.Technology provides the state-of-the-art, fully scalable and customisable iGaming WA.Platform, bespoke turnkey solutions, standalone products, and expert-managed services across the casino, sports, fantasy, lottery, and poker verticals.

About Estadio:

Founded in the 1970s by Anuar Maccise

First colour sports publication in Mexico and became a strong heritage brand.

Brand used to feature on National Lottery tickets nationwide.

Mark Epstein, CEO Mobile Streams plc, said:

"We are delighted to announce our expansion into publishing, betting and media ownership. We are partnering with some amazing people and businesses to create one of the largest sports media groups in Mexico.

This represents an amazing opportunity for MOS to take a leading position in the Mexican market in the build up to the next World Cup. Also, with the growth in the Mexican economy and sports and betting markets one that should create significant value for all parties involved. We are honoured to be part of this exciting project."

The information contained within this announcement is deemed by the Company to constitute inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018. Upon the publication of this announcement via the Regulatory Information Service, this inside information is now considered to be in the public domain.

About Mobile Streams

Mobile Streams delivers world class gaming content to a global audience, through its https://heroesnftclub.com/ site and mobilegaming.com platforms, our long-standing carrier relationships in countries including India, Argentina and Mexico, and through our LiveScores sites.

Our Streams data insight, intelligence and visualisation services and marketing optimisation tools support the content business, as well as serving enterprise level bespoke clients and the Streams SaaS ("Software as a Service") self-service platform. Our strategy is to deliver next-generation content including gaming, Esports and related NFTs to a global audience.

For further information, please contact:

Mobile Streams plc

Nigel Burton

+44 77 8523 4447

Mark Epstein

marke@mobilestreams.com

www.mobilestreams.com

Beaumont Cornish (Nominated Adviser)

James Biddle and Roland Cornish

+44 (0) 20 7628 3396

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