TIDMVRE
RNS Number : 6175N
VR Education Holdings PLC
01 October 2021
1 October 2021
VR Education Holdings plc
('VRE" or the 'Company')
Directorate Changes
Veteran US E-Commerce Entrepreneur Frank Poore joins Board
VR Education is (AIM: VRE; Euronext Growth: 6VR) a virtual
reality ('VR') technology company (which, as announced on 24
September 2021, has proposed changing its name to ENGAGE XR
Holdings plc), is pleased to announce that it has appointed US
e-commerce entrepreneur Frank Poore as a Non-executive Director
with immediate effect. Tony Hanway has stepped down as a
Non-Executive Director and a director of the Company with immediate
effect.
Frank brings a wealth of entrepreneurial and business experience
to VRE, with over 25 years as an e-commerce innovator and
visionary. As founder and CEO of CommerceHub, Frank built a leading
ecommerce platform which enables $30 billion in recurring
e-commerce sales for 15,000 of the world's largest retailers,
brands, distributors, and marketplaces.
As its CEO, Frank led CommerceHub through significant periods of
growth, resulting in milestone events including international
expansion, two significant acquisitions and a successful public
flotation on Nasdaq. CommerceHub's platform and business model were
also highly respected for generating industry-leading EBITDA
returns. Four successful liquidity events were created for
CommerceHub shareholders - first through a sale of CommerceHub to
QVC/Comcast Corporation in 2006, second via public offering in 2016
on Nasdaq, third through a $1 billion take-private sale of
CommerceHub to GTCR and Sycamore Partners in 2018, and most
recently through a majority sale to Insight Partners for nearly $2
billion in December 2020.
As well as serving on the Board of VRE, Frank will work with the
management to support the Company's market expansion strategy to
help achieve its goal of becoming a leading global provider of
virtual communications solutions through its proprietary software
platform, ENGAGE and its planned business metaverse framework,
codenamed ENGAGE Oasis. ENGAGE Oasis will offer users unique
marketplace opportunities to buy and sell virtual products and
services.
The Board of VRE has agreed to issue warrants to Frank Poore to
subscribe for 17,406,069 new ordinary shares in the Company
("Warrant Shares") at a subscription price per Warrant Share of
15p. The warrants will be exercisable in annual tranches, based on
share price performance, with 2% granted on a basis of each of two
times, four times and six times the subscription price to a maximum
of 6% of the current issued share capital of the Company. The
conditions and exercise periods are set out in the notes below.
Further disclosures on Mr. Francis Joseph Poore as required
under Schedule Two, paragraph (g) (i)-(viii) of the AIM Rules for
Companies and Chapter 5: Additional Rules for the Euronext Growth
Market operated by Euronext Dublin are included in the appendix
below.
David Whelan, CEO of VR Education, commented: "With over 25
years' experience as a successful entrepreneur, building a company
with a strong sales and technology focus, and a track record of
delivering value for global multinational businesses, Frank is a
major addition to our Board. His experience will be invaluable as
we expand our ENGAGE metaverse offering particularly in North
America working together to achieve our ambitious medium and
long-term growth targets.
"I would also like to thank Tony for his support, and wish him
the best for the future."
Frank Poore said: "I am excited to join the Board of VRE and to
work with VR pioneers like David and Sandra. As companies embrace
remote work, they will need new ways to manage their culture and
team chemistry. ENGAGE is already well-positioned as the "office of
the future" by enabling distributed teams to come together into a
virtual office, conference room, auditorium, classroom, or coffee
shop to create a sense of presence and to foster collaboration,
creativity, and serendipity. The development of ENGAGE Oasis is
especially exciting and it can establish itself as the go-to
virtual world where global organisations come to interact with each
other, and their stakeholders. I believe that my background and
personality will bring a disruptive yet collaborative spirit that
can help unlock substantial value for shareholders."
- Ends -
For further information, please contact:
VR Education Holdings plc Tel: +353 87 665 6708
David Whelan, CEO contact@vreducationholdings.com
Sandra Whelan, COO
Cairn Financial Advisers LLP Tel: +44 (0) 20 7213 0880
(Nominated Adviser)
James Caithie / Liam Murray / Ludovico
Lazzaretti
Shard Capital Partners LLP (Joint Tel: +44 (0) 20 7186 9952
Broker)
Damon Heath / Erik Woolgar
Davy (Joint Broker & Euronext Growth Tel: +353 1 679 6363
Advisor)
Barry Murphy / Lauren O'Sullivan /
Oisin Morgan
SEC Newgate (Financial PR) Tel: +44 (0)7540 106 366
Robin Tozer / Isabelle Smurfit VReducation@secnewgate.co.uk
The Directors of the Company take responsibility for this
announcement. This announcement contains inside information for the
purposes of the UK Market Abuse Regulation.
About VRE
VR Education (AIM: VRE; Euronext Growth: 6VR) is a virtual
reality ('VR') technology company focused on becoming a leading
global provider of virtual communications solutions through its
proprietary software platform, ENGAGE, ENGAGE provides users with a
platform for creating, sharing, and delivering VR content for
education, training, and online events through its three solutions:
Virtual Campus, Virtual Office, and Virtual Events.
VRE is listed on AIM in London and on the Enterprise Securities
Market, a market regulated by Euronext Dublin. For further
information, please visit: www.vreducationholdings.com .
Appendix I
The following information is disclosed in respect of Mr. Francis
Joseph Poore (age 54) pursuant to Schedule 2(g) of the AIM Rules
for Companies and Chapter 5: Additional Rules for the Euronext
Growth Market operated by Euronext Dublin:
Current Directorships Past Directorships and partnerships
held in the past five years
CommerceHub, Inc. CommerceHub (UK) Limited
Commerce Technologies, Inc.
(New York)
Commerce Technologies, Inc.
(Washington)
With the exception of the warrants over new ordinary shares in
the Company as set out below, Mr. Francis Joseph Poore does not
hold any ordinary shares or options over ordinary shares in the
Company.
There is no further information which is required to be
disclosed under Schedule 2(g) of the AIM Rules for Companies and
Chapter 5: Additional Rules for the Euronext Growth Market operated
by Euronext Dublin in respect of Mr. Francis Joseph Poore.
Warrant Shares
The Board of VRE has authorised the issue of warrants to Frank
Poore to subscribe for Warrant Shares as below:
Total Warrant Shares 17,406,069 (6% Trigger Relevant Period
of current issued Price
share capital)
Subscription Price per GBP0.15 - -
Warrant Share
------------------ ------- ---------------
Tranche 1 5,802,023 (2%) GBP0.30 By end 29 July
2023
------------------ ------- ---------------
Tranche 2 5,802,023 (2%) GBP0.60 By end 29 July
2024
------------------ ------- ---------------
Tranche 3 5,802,023 (2%) GBP0.90 By end 29 July
2025
------------------ ------- ---------------
Conditions for Exercise of Warrant Rights
Subject to the below conditions, the Warrant Shares are
exercisable conditional upon 30 consecutive calendar days trading
during the applicable relevant period (as detailed in the table
above) at or above the relevant Trigger Price (as detailed in the
table above) based on the closing price on the London Stock
Exchange and at any time prior to the fifth anniversary of the
grant of the warrants ("Expiration Date"). Should all the Warrant
Shares be exercised the Company will receive proceeds of
GBP2,610,910.35.
Warrant Holder Termination for Cause
In the event that Frank Poore's (the "Warrant Holder")
appointment is terminated for Cause and the effective date of the
termination is prior to the Tranche 1 Trigger Price being achieved,
the Warrant Rights in respect of the Tranche 1, Tranche 2 and
Tranche 3 Warrant Shares shall cease and lapse and not be capable
of being exercised. If the effective date of termination under this
paragraph is after the Tranche 1 Trigger Price has been achieved,
but prior to Tranche 2 and Tranche 3 Trigger Prices being achieved,
the Warrant Rights in respect of the Tranche 2 and Tranche 3
Warrant Shares shall cease and lapse and not be capable of being
exercised. If the effective date of termination under this
paragraph is after the Tranche 2 Trigger Price has been achieved,
but prior to Tranche 3 Trigger Price being achieved, the Warrant
Rights in respect of the Tranche 3 Warrant Shares shall cease and
lapse and not be capable of being exercised. In any case, Warrant
Holder shall be able to exercise any Warrant Shares that have not
ceased and lapsed at any time prior to the Expiration Date.
All other Terminations
In the event that the Warrant Holder's appointment pursuant to
the Appointment Letter is terminated (a) by the Company without
Cause, (b) by the Warrant Holder, or (c) due to the Company's
Shareholders: (i) not confirming the Warrant Holders' appointment
as non-executive director; (ii) not re-electing the Warrant Holder
as non-executive director; or (iii) electing to remove the Warrant
Holder from his directorship prior to any of the Tranche Trigger
Prices being achieved and any of the Tranche Trigger Price(s) are
then subsequently achieved within a period of 12 months from the
effective date of such termination, the Warrant Holder shall have
the option to exercise his warrants in respect of the Tranche(s) of
Warrant Shares where the Trigger Price has been achieved during
said 12-month period post termination. The Warrant Rights in
respect of any of the Tranches where the Trigger Price is not
achieved within 12 months of said termination shall cease and lapse
and not be capable of being exercised. The Warrant Rights in
respect of the Warrant Shares that have not ceased and lapsed may
be exercised any time prior to the Expiration Date.
By way of demonstration, in the event the termination is
effective prior to any of the Trigger Prices being achieved, but
within the 12-month period both Tranche 1 and Tranche 2 Trigger
Prices are achieved, the Warrant Holder shall have the option to
exercise his warrants with respect to the Tranche 1 and Tranche 2
Warrant Shares, while the Tranche 3 Warrant Shares shall cease and
lapse and not be capable of being exercised.
1 Details of the person discharging managerial responsibilities/person
closely associated
a) Name Frank Poore
------------------------------------- -------------------------------------------------
2 Reason for the notification
----------------------------------------------------------------------------------------
a) Position/status Non-Executive Director
------------------------------------- -------------------------------------------------
b) Initial notification Initial Notification
/Amendment
------------------------------------- -------------------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
----------------------------------------------------------------------------------------
a) Name VR Education Holdings plc
------------------------------------- -------------------------------------------------
b) LEI 213800ESSTWEXIN22767
------------------------------------- -------------------------------------------------
4 Details of the transaction(s): section to be repeated for
(i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions have
been conducted
----------------------------------------------------------------------------------------
a) Description Warrant over VR Education Holdings plc ordinary
of the financial shares of EUR0.001 each
instrument,
type of instrument IE00BG0HDR01
Identification
code
------------------------------------- -------------------------------------------------
b) Nature of the Grant of Warrants
transaction
------------------------------------- -------------------------------------------------
c) Price(s) and Price(s) Volume(s)
volume(s)
------------------------------------- ----------------------- ------------------------
15p 17,406,069
----------------------------------------- ----------------------- ------------------------
d) Aggregated
information
- Aggregated N/A
volume
- Price
------------------------------------- -------------------------------------------------
e) Date of the 1 October 2021
transaction
------------------------------------- -------------------------------------------------
f) Place of the London Stock Exchange (XLON)
transaction
------------------------------------- -------------------------------------------------
g) Additional N/A
Information
------------------------------------- -------------------------------------------------
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END
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