Certain information contained within this
Announcement is deemed by the Company to constitute inside
information as stipulated under the Market Abuse Regulation (EU)
No. 596/2014 ("MAR") as applied in the United Kingdom. Upon publication of this
Announcement, this information is now considered to be in the
public domain.
WeCap
plc
AQSE:
WCAP
("WeCap" or the
"Company")
WeShop Holdings
Limited
Conversion of
Convertible Loan Notes
Extension of
Discounted Capital Bond Repayment
Date
WeCap plc is pleased
to announce that it has converted all of the Convertible Loan Notes
(“CLNs”) it holds in WeShop Holdings Limited (“WeShop”) into new
ordinary shares in WeShop. As a result of the conversion
WeCap will be issued with 3,208,333 shares in WeShop (“Conversion
Shares”). This increases WeCap’s potential total
holding in WeShop to 16.2%, the composition of which is outlined
below. Furthermore, WeCap has agreed the extension of the
Discounted Capital Bond it has issued to Hawk Holdings by a further
18 months. The DCB will now become repayable on 24 May 2026.
CLN
Conversion
WeCap has subscribed for a
total of £7.75m CLNs issued by WeShop. Under the terms of the
CLNs WeCap had the right to convert these investments into ordinary
shares of WeShop on 24 November
2024.
On 19 November 2024, the Company announced that
WeShop had confirmed that, as part of its listing process on a
recognised stock exchange, WeShop’s audited accounts for the
12-month periods ending 31/12/2022
and 31/12/2023 have been signed off
by their US auditor that is Public Company Accounting Oversight
Board ("PCAOB") compliant.
Following this news, the
Company has elected to convert the CLNs. The breakdown of the
CLNs and results of conversion are outlined in the table
below:
|
Instrument |
Conversion
Price |
Resultant
Equity |
|
£4m CLN in
WeShop |
£3 per
share |
1,333,333 shares in
WeShop |
|
£3.75m CLN in
WeShop |
£2 per
share |
1,875,000 shares in
WeShop |
|
|
|
|
|
Total |
|
3,208,333 shares in
WeShop |
Following the conversion
of these CLNs, WeShop will have 31,937,969 Ordinary Shares in
issue. The Conversion Shares will represent approximately
10.05% of the WeShop issued share
capital.
In addition to the
Conversion Shares, WeCap also holds 23.5% of Community Social
Investments Limited (“CSIL”), a private company whose only asset is
8,333,333 shares in WeShop. In the event that CSIL makes a
distribution in specie of these shares to CSIL’s shareholders, the
Directors believe that the Company would receive up to a further
1,958,333 shares in WeShop, increasing WeCap’s holding in WeShop to
a total of 5,179,090 Ordinary Shares representing approximately
16.2% of WeShop’s issued share
capital.
Based on the issue price
of WeShop’s Ordinary Shares in the last equity raise completed by
WeShop at £4.76 per share, the Directors anticipate the value
of this aggregate holding to be around
£24.6m.
Discounted Capital
Bond
The Discounted Capital
Bond (“DCB”) issued to Hawk Holdings Limited was due to mature on
24 November 2024, aligned with the
conversion date of the CLNs. The amount due under the DCB
currently stands at £6,182,000. WeCap and Hawk Holdings have
agreed to extend the maturity date of the DCB by 18 months to 24
May 2026. The DCB will continue to accrue interest on the
same terms.
John Taylor, Executive Director of WeCap,
said:
“The recent announcement
by WeShop of the completion of a PCOAB compliant audit marks a
significant milestone in the process to WeShop’s listing on a
recognised stock exchange. The conversion of our CLNs in
WeShop now gives WeCap a direct equity interest in WeShop and we
look forward to updating the market on WeShop’s continued
progress.”
The Directors of the
Company accept responsibility for the contents of this
announcement.
END
Enquiries:
Company:
info@wecapplc.com
Corporate
Advisor:
Peterhouse Capital
Limited
Corporate Broker:
Tennyson Securities
Limited
Peter Krens: +44 (0) 20 7186 9033
(Direct)
About
WeShop:
WeShop is a social
commerce platform that allows users to shop and help each other by
reviewing, asking about or recommending products. It is affiliated
to the vast majority of the UK's top 1,000 online
retailers. Instead of rewarding the users with cashback,
discount codes or vouchers, WeShop allows users to earn shares in
the business.
WeShop intends to be 90%
owned by its community of users, so the more users shop, recommend
and refer friends the more shares they will own in WeShop and the
more they will share in its financial success. Users of
WeShop buy products from retailers through the platform, as they
would normally, but in doing so they will earn shares in WeShop and
benefit from aggregation as a community and the revenue streams
generated from affiliate programs, data, promotion and advertising
that the community through WeShop will
generate.
WeShop intends to be the
first truly shoppable social network owned by its community of
users. By creating a disruptive online model it hopes to
create a retail revolution which shares the financial success of
online businesses with the users of those online businesses whose
data, transactions and engagement has created them in the first
place.