IamFire Plc - Subscription of Further £200k CLNs in WeShop
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY IAMFIRE PLC TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014, AS AMENDED ("MAR"). ON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE ("RIS"), THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
(“FIRE” or the “Company”)
Further Subscription of £200,000 in CLNs in WeShop Holdings Limited (“WeShop”)
IamFire plc is pleased to announce that, following its acquisition of the right to subscribe for a Convertible Loan Note Instrument (“CLN Instrument”) constituting up to £3,750,000 convertible loan notes (“CLNs”) in WeShop Holdings Limited (“WeShop”), it has agreed to subscribe for a further £200,000 of CLNs. This follows the Company’s subscription of £2m in the CLN Instrument announced on 29 November 2022 and a further £500,000 subscription announced on 28 December 2022. The total subscription in the CLN Instrument therefore totals £2,700,000. FIRE is also pleased to provide an update on WeShop performance.
The conversion price under the CLN Instrument is £2 per consolidated WeShop Ordinary Share. WeShop currently has a total of 28,668,415 consolidated Ordinary Shares in issue.
Should the Company elect to convert the entire £2.7m of CLNs into WeShop shares, FIRE would receive 1,350,000 WeShop consolidated Ordinary Shares comprising almost 4.7% of the existing Ordinary Share capital of WeShop.
As a result of this subscription and the previous subscriptions announced on 29 November and 28 December 2022, IamFire retains the right to invest up to a further £1,050,000 on the same terms under the CLN Instrument.
WeShop Update Highlights
User downloads for the WeShop platform as at 9 March 2023 were over 100,000 up from 43,000 last reported by FIRE on 21 November 2022.
Total purchases through the platform now total over 100,000 with an annualised Gross Merchandise Value of £27.9m as at the end of February 2023 (over a 4 month average) compared to the last reported figure of £12.1m for October 2022.
The list of retailers affiliated to WeShop continues to grow with recent additions including John Lewis, Sports Direct, TicketMaster, booking.com and skyscanner. This adds to the existing list of some 750 UK retailers.
Richard Griffiths, Chairman of WeShop Holdings Limited said:
“The continued growth of the WeShop community demonstrates the strength of the underlying proposition of community ownership in the platform. It is encouraging to see so many influencers from a variety of backgrounds becoming engaged as ambassadors and also to see the continued conversion of blue-chip affiliate retailer partners coming on board. I look forward to further and rapid developments throughout 2023 which I anticipate to be a seminal period for WeShop’s scaling and progress.”
IamFire Investments in WeShop Holdings and CSIL
IamFire currently holds £6.7m of Convertible Loan Notes (CLNs) in WeShop. It holds the right to subscribe for a further £1.05m in CLNs. In addition, it holds a £4.5m CLN in Community Social Investments Limited (“CSIL”) (formerly WeShop Limited), the conversion of which is anticipated to complete in the near future. Should that CLN convert in full then IamFire would hold approximately 23.6% of the issued share capital of CSIL which in turns holds 8,333,333 shares in WeShop. The aggregate holdings of IamFire in relation to WeShop and CSIL are outlined in the following table:
CLN in WeShop
£3 per share in WeShop
23 May 2023
Convertible into 1,333,333 shares in WeShop.
CLN in WeShop
£2 per share in WeShop
23 May 2023
Convertible into 1,350,000 shares in WeShop, of which £1.05m capacity remaining in CLN option.
CLN in CSIL
Convertible into 23.46% of CSIL. CSIL holds 8,333,333 shares in WeShop. In specie distribution would result in approx. 1,950,000 shares in WeShop
There are currently some 28,658,415 shares in issue in WeShop. Should all the instruments in the table convert and CSIL conducts a distribution in specie of its WeShop shares then IamFire would hold approximately 4,633,333 shares in WeShop Holdings Limited representing some 16% prior to any further share issuance.
The Directors of the Company, who have issued this RIS announcement, accept responsibility for its content.
REGULATORY ANNOUNCEMENT ENDS
Peterhouse Capital Limited
Guy Miller: + 44 (0) 20 7469 0930 (Direct)
Lucy Williams: +44 (0) 20 7469 0930
Duncan Vasey: +44 (0) 20 7220 9797 (Direct)
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.