IamFire plc share price, company news, analysis and interviews

IamFire plc (AQSE:FIRE) has today announced the results of its fundraise.

Particulars of the RIS

1. The Equity Financing
2. Directorate Change & Appointments
3. Directors Participation and Related Party Disclosure
4. Incoming & Leaving Directors Statements
5. Admission and Total Voting Rights

Equity Financing

IamFire plc is pleased to announce that it has raised £369,000 before expenses through a placing of 12,300,000 new ordinary shares of 0.1 p each at 3 pence per share, conditional upon admission of the Placing Shares to trading on AQSE Growth Market.

Alongside each Placing Share subscribed, subscribers will receive warrants to subscribe for one additional new ordinary share, exercisable at 10 pence per share for a period ending three years from the date of admission to AQSE Growth Market of the Placing Shares.

IamFire plc has issued Peterhouse Capital 200,000 Broker Warrants with a strike price of 10p and a life to expiry of 3-years from admission of the Placing Shares as part of the consideration in relation to the Placing.

Directorate Changes & Appointments

The Company is also pleased to announce the appointments of Mr John Taylor and Mr Sandy Barblett.  John Taylor will join the Board as Executive Director & Sandy Barblett who will join the Board as Non-Executive Chairman. Neither John Taylor nor Sandy Barblett has any interest in the share capital of IamFire plc.

Mr John Taylor (Executive Director)

John’s most recent focus has been on assisting small cap listed companies with their development. Prior to this, he spent 18 months working in private equity backed portfolio companies, driving operational turnaround initiatives and implementing costing systems. He spent over 20 years in the Army Air Corps, leaving in 2015 with the rank of Lieutenant Colonel. Between 2013 and 2015 he was senior strategic communications officer for the Ministry of Defence.

John is Chairman of both Asimilar Group plc, an AIM quoted investing company focused on high growth potential companies in the disruptive tech space, and Quetzal Capital plc, an AQSE Growth Market quoted investment company focused on high growth companies in the technology, eCommerce and lifestyle sciences sectors.  He is also Executive Director of TECC Capital Plc, a SPAC recently listed on AQSE.  In addition, John is a non-executive director of AIM quoted BrandShield Systems Plc, a brand protection software business.  He is a former non-executive director of AIM quoted Pathfinder Minerals Plc, Sabien Technology Group plc, an AIM quoted provider of energy reduction technologies and Bidstack Group Plc, the AIM quoted in-game advertising company.

Except as set out above, there is no further information regarding John Taylor, that is required to be disclosed pursuant to Rule 4.9 of the AQSE Growth Market Access Rulebook.

Mr Alexander (Sandy) John Barblett (Non-Executive Chairman)

Sandy has over 25 years of senior management experience across numerous sectors. He sits as a director and advises companies, both private and listed, in relation to raising private equity and general fundraising, admission onto public markets, strategy and management selection. He spent 10 years in senior management working for former FTSE250 technology company, Pace plc, including overseas assignments in the USA and Hong Kong.

Sandy is a founder and former director of AIM listed Capital Metals plc and a former non-executive director of Two Shields Investments plc. Sandy is currently Chairman of Aquis listed Rogue Baron plc, recently listed SPAC, TECC Capital plc and LSE listed East Star Resources plc. Sandy has a Bachelor of Business from Curtin University of Technology in Perth, Australia, and a Bachelor of Laws from the University of Queensland.

Except as set out above, there is no further information regarding Sandy Barblett, that is required to be disclosed pursuant to Rule 4.9 of the AQSE Growth Market Access Rulebook.

In conjunction with these appointments, Mr Burns Singh Tennent-Bhohi & Mr Marc T Bamber will retire their Directorships, effective immediately.

Directors Participation & Related Party Disclosure

The participations of Burns Singh Tennent-Bhohi & Marc T Bamber in the Placing represent dealings in the capital of the Company by the retiring Directors.

Upon allotment of the Placing Shares the shareholdings of the participating, retiring Directors and the related parties mentioned above shall be as follows:

Incoming Executive Director, John Taylor Statement

“I am delighted to be joining the Board of IamFire Plc alongside Sandy Barblett as we seek to drive forwards the investing policy and the provision of value to investors.  I look forward to updating the market on our future progress.  I would also like to take this opportunity to thanks Burns and Marc for the considerable progress achieved to date since they joined the Company and wish them the best in their future endeavours.”

Retiring Director, Burns Singh Tennent-Bhohi commented,

“I would like to take this opportunity to thank all shareholders for their support whilst a Director of IamFire plc. In 2019, when leading the recapitalisation and restructure of what was formerly Karoo Energy it was critical that as a Board, we restored the Company and created a new purpose and presence.  

Since 2019, we have completed two modest equity financings, a back-to-back debt transaction of over five million pounds and procured investments that provide the Company exposure to investment themes through WeShop and Bio2pure that we believe have the ability to attract the attention of global capital.

As my time as a Director reaches its natural conclusion, my support continues as a shareholder. I wish John & Sandy all the best upon appointment and look forward to what the future holds for IamFire plc.”

Admission of Shares and Enlarged Voting Rights

Application will be made for the Placing Shares to be admitted to trading on AQSE Growth Market and this is expected to occur on or around 15^th October 2021. No application shall be made to admit to trading on AQSE Growth Market or to any other forum of quotation the warrants (which are not divisible or transferable) being issued alongside the Placing Shares.

Following the admission of the 12,300,000 Placing Shares, IamFire plc’s issued ordinary share capital shall consist of 47,014,017 ordinary shares of 0.0025 pence each. This number represents the total voting rights in the Company, and following admission, may be used by shareholders as the denominator for the calculation by which they can determine if they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority’s (“FCA”) Disclosure and Transparency Rules. The Placing Shares shall rank pari passu in all respects with the existing ordinary shares of the Company.

Extension of Reporting Deadline

IamFire plc (AQSE:FIRE) has announced that, it has been granted a further extension to end February 2021, to announce its audited results to 30 April 2020. As the audited financial results for year-end April 2020 are expected to be published imminently, the Company will highlight any material difference that may occur between the unaudited final accounts and the audited accounts, when the audited report and accounts are announced.

Chief Executive Officer’s statement and Group Strategic Report

REVIEW OF BUSINESS

The key themes for IamFire plc for the year ending, 30th April 2020 have been restoration and review. I am pleased to report that since leading the restructure and recapitalisation of what was “Karoo Energy plc” in October 2019 that IamFire plc is restored and recharged with investments that position the company and our shareholders in major investment thesis’.

The consistent message that I have made to both shareholders and the broader market is that IamFire plc will operate as a lean, aggressive and efficient investment vehicle that will not entertain capital finance unless the Board and I have reviewed a comprehensive strategy that enables the company to create value for the company and our shareholders.

For the year ending, 30th April 2020, the company was in advanced review of a number of value accretive investment opportunities. The company did not materially invest capital nor acquire investment positions via non-cash consideration.

The Board and I focused instead on creating critical internal protocols that would influence our review and identification processes when considering investment opportunities.

This internal review resulted in the formation of two investment divisions and principles that the company will rely on moving forward when analysing investment proposals;

1. High Growth Investment Division (HG)

The HG division focuses on companies that have reached a critical point of growth and need to access specialised capital investment, public market exits or trade sales. IamFire will look to opportunities globally where companies have robust balance sheets, strong growth profile’s and management teams that require no disruption.

2. Asset Augmentation Investment Division (AA)

The AA division has been designed to look at distressed asset situations that IamFire can seek to augment through a broad-restructure, recapitalisation and through the injection of Management & Directors.

The formation of these divisions and principles represent the foundations for which we ultimately finalise our investment categorisation and decisions.

POST YEAR END REVIEW

On 25 June 2020 the company successfully completed an equity finance to raise gross proceeds before expenses of, £500,000. The financing was supported by existing shareholders, Ultra High Net Worth’s, Family Offices & Institutional Investors. The collective support including that of the Directors was a brilliant sign of the reception received in conjunction with the turnaround that began in October 2019. The placing was conducted at a price of, 2.5p (£0.025p) resulting in the issue of 20,000,000 shares. The placing shares included attaching warrants on a 2 for 1 basis and a replacement provision. The placee’s in aggregate received 40,000,000 warrants with a strike price of 10p and a life to expiry of 3-years from the admission of the placing shares. In the event the subscriber elects to exercise their warrants in full on or prior to expiry, the subscriber shall be granted replacement warrants on 1 for 1 basis with a strike price of, 15p and a life to expiry of 3-years from grant of the replacement warrant. In the event all 40,000,000 warrants at 10p were to be exercised on or prior to expiry, the company would issue a further 40,000,000 warrants with a strike price of, 15p and a life to expiry of 3-years.

In a step to complement the existing Board, Mr Marc T Bamber was appointed as Non-Executive Chairman of IamFire plc on 1st July 2020. Marc is a highly experienced global corporate financier with over 20-years’ experience in the Hedge Fund Sector, Capital Markets, Private & Institutional Investments; Investor Communication & Marketing. Marc was a core member of the multiple award winning RAB Special Situations Fund that delivered net returns of 50x to investors with circa.US$2.8Bn in Assets Under Management (AUM).

AUDITED RESULTS TO 30 APRIL 2020

As the audited financial results for year-end April 2020 are expected to be published imminently, the Company will highlight any material difference that may occur between the unaudited final accounts and the audited accounts, when the audited Report and Accounts are announced.

IamFire plc (LON:FIRE) has raised £5,509,039.48 by way of a Discounted Capital Bond and participate £4,500,000 in £9,000,000 Convertible Loan Agreement with WeShop Limited & enter an Exclusive Subscription Agreement to acquire 10% of WeShop Limited for £2.63m through the subscription for new ordinary shares.

Particulars of the News Release:

1.   WeShop Limited: Background

2.   £9,000,000 Convertible Loan Agreement with WeShop Limited.

3.   FIRE raises, £5,589,039.48 through a Discounted Capital Bond

4.   Terms of the Exclusive Subscription Agreement

1.   WeShop Limited: Background

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, Matthew Hammond, currently Managing Director and CFO of mail.ru, listed on the London International Exchange with a market capitalisation of circa $6.5bn, Chief Executive Officer, Paul Ellerbeck formerly of DMGT group and EasyProperty, along with non-executive directors Baroness Michelle Mone, Leo Mansell and most recently Yoav Keren (CEO of Brandshield).

Commenting Paul Ellerbeck, CEO of WeShop:

“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.   Iamfire plc participate £4,500,000 in £9,000,000 Convertible Loan Agreement (“CLA”)

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, IamFire plc have successfully raised gross proceeds of, £5,509,039.48 by way of a Discounted Capital Bond (“DCB”). The Discounted Capital Bond has been issued by, Hawk Investment Holdings Limited (“The Bondholder”)

–     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 25^th August 2023 and during this period shall be secured against the assets of the company by way of a debenture

–     The terms of the Bond do not allow for conversion to equity

–     IamFire plc shall the right under the terms of the DCB to early redemption during or before the end of the second anniversary

Serviceability of the Discounted Capital Bond (“DCB”)

Appreciating that IamFire plc, is a non-revenue generating business and seeks to generate capital returns from investments, the Board of Directors have considered serviceability in respect of the, Discounted Capital Bond and have proceeded on the following assumptions, in respect of interest payable and not conversion of the CLA;

–     The DCB represents a back-to-back financing to satisfy the terms IamFire plc entered with WeShop Limited

–     Upon the DCB being redeemed the total payable to the Bondholders (Hawk Investment Holdings Limited) represents, £1,188,788.70 & £4,400,250.78 should the company elect to redeem the bond at maturity and not enter the terms of the early redemption

–     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 IamFire plc of, £1,080,000

Hawk Investment Holdings Limited (“Hawk”)

Hawk is an investment holding vehicle with multiple positions in both public and private companies across multiple sectors globally. Hawk Investment Holdings Limited is owned by Morton PTC Limited in its capacity as trustee of The Morton Family Trust.

4.   Terms of the Exclusive Subscription Agreement (“ESA”)

Concurrent to the CLA, IamFire have entered a, 6-month ESA that entitles the company to acquire by way of a subscription for new ordinary shares & warrants, 10% of WeShop Limited under the following terms of investment entered and approved by the Board of WeShop;

–     Period of Exclusivity to be 6-months

–     IamFire plc shall have exclusivity to subscribe for new ordinary shares at a pre-money valuation of, £25,000,000

–     Under the terms of the ESA, IamFire plc shall have the right to acquire an interest through subscription equating to a resulting interest of 10% of the issued share capital of WeShop Limited

–     Under the agreement, IamFire plc shall have the entitlement to subscribe for, 526,624 shares at a subscription price of, £5.27 per share for a total consideration of £2,775,308.48

–     In electing to subscribe for, 526,624 shares, IamFire plc shall receive 263,312 warrants with a strike price of, £10 and a life to expiry of, 5-years from issue. Should FIRE elect to exercise their warrants in full (100%-Exercise) FIRE shall be awarded a further, 263,312 warrants with a strike price of, £20 per shares and a life to expiry of, 5-years from issue

–     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

–    IamFire plc confirm that they do not have the required capital in the business to exercise this entitlement immediately but have considered the company’s; subscriber warrants totalling over, £10,000,000 if all exercised, and can explore various funding options (as demonstrated in today’s announcement) available in order to proceed if the Board elect to exercise their rights under the ESA

–     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.

IamFire plc have studied this identity and its perceived demand in the global marketplace and strongly believe that it has a global presence as a brand and is an application that the consumer will trust and consistently engage.

This is a considerable day for IamFire plc, as we continue to develop our two internal investment divisions creatively and with commercial presence. Furthermore I am delighted to see the interest that is being shown by shareholders and the wider market with regards the developments being made at the AQUIS Stock Exchange and feel that it is an exciting time to be an issuer listed on the AQSE Growth Market Exchange as the AQUIS Stock Exchange enters a period of revitalisation and growth.

IamFire plc (LON:FIRE) has announced the launch of a new corporate website for IamFire plc.

IamFire plc is an Investment Issuer Listed on the AQSE Growth Market Exchange. The company has an investment strategy focused on the identification of opportunities in Life Sciences, Technology & Natural Resources.