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DJ Milamber Ventures Plc Trading Update and Issue of Equity

 
TIDMMLVP 
 
5 April 2019 
 
                             Milamber Ventures plc 
 
                         ("Milamber" or the "Company") 
 
                                Trading Update 
 
The Board of Milamber announces the Company has executed the following 
agreements: 
 
At the year ending 31 March 2019, Milamber has substantially improved its 
balance sheet as long-term liability Loan Notes and services representing GBP 
520,684.66 of cash and services provided to Milamber by Milamber Ambassadors 
and Directors are being converted to shares at 9 pence per share and 13 pence 
per share. This will result in 5,066,480 ordinary shares being issued to 
various parties. 
 
Milamber is announcing a new product offering called Passion4Education. 
 
Milamber is securing innovative education projects to film and Patrons to 
sponsor the filming of these projects. 
 
In times past, creative people; painters, poets, playwrights, were funded by 
Patrons; wealthy benefactors, often aristocrats, who sponsored their artistic 
works, to showcase to the world their talent and vision. Milamber through the 
Passion4Education brand is creating a modern-day Patron sponsorship programme 
allowing individuals and organisations to sponsor the filming of these 
innovative education projects so we can tell their stories and explain to wider 
audiences how they are improving education for the better. 
 
Passion4Education is seeking: 
 
  * Innovative education projects to film 
 
  * Patrons to sponsor filming them 
 
More information can be found at http://www.milamber.co.uk/film/ 
 
Select Invoice Finance Limited ("SIF") is to become the first "Platinum Filming 
Sponsor" for the Passion4Education filming project. 
 
Milamber has agreed to issue SIF a Sponsorship "Warrant" for GBP33,888.89 to 
subscribe for 3,388,889 Milamber ordinary shares at 1 pence each. 
 
The Warrant will have the following conditions: a one-year lock in if shares 
sold at less than 9p per share unless otherwise agreed between the Parties. 
Orderly market conditions on any sale of shares if over 9p per share or after 
one year. If Milamber and/or SIF secures cash for sale of these shares at the 
following mid-market share price then: 
 
  * Up to 9p - No share sale proceeds will go to Milamber - recoupment of all 
    monies goes to SIF. 
 
  * Above 9p per share - Share sale proceeds above this share price will be 
    split 50% to SIF and 50% to Milamber with these proceeds going towards 
    funding further filming for the Passion4Educaiton filming project 
 
If SIF holds the shares then any dividends will be payable in full to SIF, 
which has also entered into an invoice finance facility with Milamber's 100% 
owned subsidiary, Astara Training Limited. 
 
The terms for the GBP310,000 investment from Goldvista Properties Limited that 
was previously announced have now been agreed as follows: 
 
The investment shall be treated as a Convertible Loan which can be converted 
into equity in Milamber at a minimum of 9 pence per share or at the mid-market 
price at time of conversion (subject to minimum of 9 pence per share). 
 
The Convertible Loan will accrue interest at a rate of 10% per annum beginning 
from the dates on which the loans were given, any interest will up to 30 June 
2019 be rolled-up into the convertible loan and thereafter payable on six 
monthly basis, with the first payment due on the 31 December 2019 for the 
previous 6 months interest. The Convertible Loan will be treated as a Long-Term 
Liability held on the balance sheet on a 365+1 day rolling basis. If the loan 
is converted into equity, then the shares will be subject to a lock-in period 
and orderly market conditions relating to any share sale and Goldvista 
Properties Limited. Milamber has the right to repay any outstanding balance of 
the loan on or before 31 December 2020 without converting to equity. At any 
time, post 31 December 2020, Goldvista Properties Limited can request a Loan 
Repayment plan. 
 
Finally, conditions precedent for the acquisition of Astara Training Limited 
have now been met, therefore, Victoria Smith and Dave Henderson are now being 
issued GBP16,666 of ordinary shares at 4.5p per share resulting in a total of 
740,712 shares being issued for the acquisition of Astara as previously 
announced. 
 
The number of shares pre this announcement was 15,366,989. We are issuing a 
total of 9,196,081 new shares resulting in the total number of shares in issue 
being 24,563,070 shares. 
 
Shareholders with over 3% shareholding: 
 
Select Invoice Finance                       13.79% 
 
Andrew Hasoon                                  7.99% (related party 9.79%) 
 
Jason Velody                                      7.11% 
 
Armstrong MacTavish Limited            5.44% 
 
James Drace-Francis                         5.37% 
 
Bill Hughes                                         4.98% 
 
Tim Moore                                           4.84% 
 
Goldvista Properties Limited              3.39% 
 
Total                                                   52.91% (54.71%) 
 
The directors of the Company accept responsibility for the contents of this 
announcement. 
 
                                    -ends- 
 
ENQUIRIES: 
 
Milamber Ventures Plc 
 
Andy Hasoon 
 
T: 07768 875 681 
 
E: andy.hasoon@milamber.co.uk 
 
www.milamber.co.uk 
 
Leander (Financial PR) 
 
Christian Taylor-Wilkinson 
 
T: 07795 168 157 
 
E: ctw@leanderPR.com 
 
 
 
END 
 

(END) Dow Jones Newswires

April 05, 2019 12:30 ET (16:30 GMT)