Helium Ventures Plc - £250,000 Fundraise and Update on Acquisition

Helium Ventures plc

(“Helium Ventures” or the “Company”)

 

£250,000 Fundraise

Update on Acquisition

Director Dealings & Related Party Transaction

 

Helium Ventures plc (AQSE:HEV) announces an issue of equity to raise £250,000 (the “Placing”) and an update on the proposed acquisition of Vestigo Technologies Ltd (“Trackimo”).

Fundraise

The Company has raised net proceeds of £250,000 through the issue of 6,250,000 new ordinary shares of 1 pence each at price of 4 pence per share (“Placing Shares”) and has issued an additional 812,500 new ordinary shares of 1 pence each at price of 4 pence per share (“Fee Shares”) in relation to the Placing and broking fee retainer. The funds will be utilised for ongoing working capital associated with the proposed Trackimo transaction.

Director Participation in the Placing

Charlie Wood and Neil Ritson, both directors of the Company, have subscribed for, in aggregate, 1,750,000 new ordinary shares in the Placing. The beneficial holdings of the Directors before and after the fundraise are set out below:

Director	Current shareholding	Placing Shares	Resultant shareholding	Resultant % shareholding on Admission
Neil Ritson	1,050,000	500,000	1,550,000	6.5%
Charlie Wood*	1,600,000	1,250,000	2,850,000	11.9%

*1,250,000 of Mr Wood’s Placing Shares are subscribed via Orana Corporate LLP of which he is a Partner and 33.3% shareholder

Related Party Transaction

The participation of Neil Ritson and Charlie Wood, through Orana Corporate LLP (a company of which Mr Wood is a Partner and 33.3% shareholder), in the Placing as Directors of the Company constitute related party transactions pursuant to Rule 4.6 of the AQSE Growth Market Access Rulebook (the “Transactions”). Fungai Ndoro, being the director of the Company independent of the Transactions, confirms that, having exercised reasonable care, skill and diligence, the related party transactions are fair and reasonable insofar as the shareholders of Helium Ventures are concerned.

Acquisition Update

Following engagement with corporate advisers, the decision has been reached to pursue an admission to trading on AIM of the London Stock Exchange Group plc (“LSE”) instead of the Standard Segment of the LSE as previously announced by the Company. The main rationale is to enable the combined group to obtain EIS/VCT relief under the HMRC Knowledge Intensive Pathway prior to admission. The Company expects to announce the appointment of a Nomad/Broker to manage the AIM admission in due course.

If the Company is successful in seeking an admission to AIM, the Company will maintain its dual listing on the AQSE Growth Market. As announced on 7 October 2022, the Company’s ordinary shares remain suspended from trading on the AQSE Growth Market pending the acquisition of Trackimo.

The outlook and timing for the proposed acquisition is subject to the completion of the remaining due diligence, shareholder approval, and successful admission of the Company’s ordinary shares to trading on AIM and the Company is working diligently to ensure a timely and successful outcome prior to the end of 2023.

Helium Ventures plc looks forward to providing further updates to its shareholders as the acquisition progresses.

Trackimo Update

Trackimo has generated $US12.3m in revenue, EBITDA of £682k in the 6-month period to 30 June 2023 and is cashflow positive for the period.

-          New CEO Mark Notton was appointed on 1 September 2023.

• With more than 20 years of experience, his experience of developing and commercialising technological innovation will be vital for expanding the business over the coming years.  Across his career, Mark has led development and commercialisation of innovation in global titans all around the world - including Google, Motorola and Samsung where he was responsible for delivering the commercial strategy for a business unit running into multi billions of pounds.
• As CEO of Trackimo, Mark will lead the opening and expansion of the UK office, as well as target a tripling of global revenues in the next three years.

-          Trackimo business cashflow positive and trading in line with budget.

-          Tracki device updates:

• Tracki tracker
  • Number one best-selling tracking device on USA Amazon - circa 18k units per month, with continual month-on-month growth in Q3.
• TrackiPet
  • US launch on Amazon in July 2023, with average sales above 100 units per month.
  • Europe launch at PATS trade show on 1 October 2023 - new team established to drive distribution agreements.
  • US distribution expected to begin in Q4 2023 - new team established to drive distribution agreements.
• NickWatch
  • Israel & UK launch initial launch with key retailers including Argos.
  • Nickwatch now launched on UK Amazon.
  • Roll out in Germany and Spain scheduled for Q4 2024.
• Trackimo GPS Tracking device – listed on Amazon. 

 

Admission

Application has been made for the 7,062,500 new ordinary shares to be admitted to trading on the Aquis Stock Exchange Growth Market on or around 26 September 2023 (“Admission") and will rank pari passu with the ordinary shares of the Company in issue. The Company’s ordinary shares remain suspended from trading.

Total voting rights

Following Admission, the Company's issued share capital will comprise 23,902,500 ordinary shares of 1p each, with each share carrying the right to one vote, therefore the total number of voting rights in the Company will be 23,902,500. This figure may be used by shareholders as the denominator for calculations by which they will determine if they are required to notify their interest in the Company, or a change to their interest in the Company, under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

 

This announcement contains inside information for the purposes of the UK Market Abuse Regulation and the Directors of the Company accept responsibility for the contents of this announcement.

ENDS

Enquiries:

 

Helium Ventures plc Neil Ritson	+44 (0) 20 3475 6834
Cairn Financial Advisers LLP (AQSE Corporate Adviser) Liam Murray / Ludovico Lazzaretti	+44 (0) 20 72130 880

 

For more information please visit: www.heliumvs.com

 

Note:

 

Certain statements made in this announcement are forward-looking statements. These forward-looking statements are not historical facts but rather are based on the Company's current expectations, estimates, and projections about its industry; its beliefs; and assumptions. Words such as 'anticipates,' 'expects,' 'intends,' 'plans,' 'believes,' 'seeks,' 'estimates,' and similar expressions are intended to identify forward-looking statements. These statements are not a guarantee of future performance and are subject to known and unknown risks, uncertainties, and other factors, some of which are beyond the Company's control, are difficult to predict, and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. The Company cautions security holders and prospective security holders not to place undue reliance on these forward-looking statements, which reflect the view of the Company only as of the date of this announcement. The forward-looking statements made in this announcement relate only to events as of the date on which the statements are made. The Company will not undertake any obligation to release publicly any revisions or updates to these forward-looking statements to reflect events, circumstances, or unanticipated events occurring after the date of this announcement except as required by law or by any appropriate regulatory authority.

 

 

Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014
1	Details of the person discharging managerial responsibilities/person closely associated
a.	Name	A)      Neil Ritson B)       Charlie Wood
2	Reason for notification
a.	Position/Status	A)      Non-executive Chairman of the Company B)       Director of the Company
b.	Initial notification/ Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a.	Name	Helium Ventures plc
b.	LEI	213800FTI7HOEKR9DX55
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 of the financial instrument, type of instrument Identification Code	Ordinary shares of 1 pence each   ISIN: GB00BLR8T846
b.	Nature of the transaction	Participation in the Placing
c.	Price(s) and volume(s)		Price(s) Volume(s) A) 4p 500,000 B) 4p 1,250,000
d.	Aggregated information   - Aggregated Volume   - Price	N/A
e.	Date of the transaction	20 September 2023
f.	Place of the transaction	AQSE