Conditional Subscription to raise €3.0 million and Notice of General Meeting
20 May 2020
This announcement contains inside information for the purposes of
Article 7 of EU Regulation 596/2014.
VR Education (AIM: VRE; Euronext Growth: 6VR), a leading virtual reality (‘VR’) technology company focused on the education and enterprise training space, announces that HTC Corporation (‘HTC’) has agreed to invest €3.0 million in the Company (the 'Subscription') and that HTC and the Company are entering into a strategic partnership for the distribution and license of the Company’s ENGAGE platform globally through HTC enterprise sales channels.
HTC's investment follows the success of the 2020 HTC VIVE Ecosystem Conference which was hosted on the Company’s ENGAGE platform in March 2020.
- 48,284,102 Subscription Shares to be issued at an Issue Price of 5.47 pence per Subscription Share. The Subscription Price was negotiated when discussions between VR Education and HTC commenced on 12 March 2020 and represents a premium of approximately 10% to the market price of VR Education's Existing Ordinary Shares at that time;
- The Subscription will be made by an indirect wholly-owned subsidiary of HTC and is subject to VR Education's shareholders passing certain resolutions to be proposed at an extraordinary general meeting of VR Education to be held on 11 June 2020;
- Upon Admission, the Enlarged Issued Share Capital is expected to be 241,420,508 Ordinary Shares with the Subscription Shares representing approximately 20 per cent. of the Enlarged Issued Share Capital;
- Gross proceeds of the Subscription will be €3.0 million (£2.64 million) with net proceeds after expenses being approximately €2.93 million (£2.58 million);
- Proceeds of the Subscription will be used to further develop and enhance the Company’s ENGAGE platform and build its sales and marketing capability, as well as the production of additional showcase experiences to support the uptake of the ENGAGE platform;
- Further to the announcement of 19 March 2020, HTC Corporation and the Company are entering into a strategic partnership for the distribution and license of the Company’s ENGAGE platform globally through HTC enterprise sales channels. The terms of a distribution and license agreement have been agreed and will take effect in advance of completion of the Subscription;
- HTC will be granted the right to appoint one non-executive director to the Board of VR Education, for such time as its shareholding exceeds 10% of the Enlarged Share Capital;
- It is anticipated that admission of the Subscription Shares to the London Stock Exchange and Euronext Dublin will become effective at 8.00 a.m. on 12 June 2020.
The General Meeting of the Company will be held at 11 a.m. on 11 June 2020 at the offices of VR Education, Unit 9, Cleaboy Business Park, Waterford, Ireland. In light of the public health advice in response to the COVID-19 pandemic, all shareholders are strongly advised to submit their votes by Proxy and are kindly asked not to attend the General Meeting in person. No update outside the formal business of the Resolutions will be provided at the meeting.
Alvin W. Graylin, HTC China President, said: "Earlier this year, we saw first-hand the kind of value we can deliver through ENGAGE by successfully hosting our annual VIVE Ecosystem Conference entirely in virtual reality. With the ongoing global pandemic, we recognise that now, more than ever, it is important to invest in and expand accessibility to XR technologies that enable human connection and maintain presence when we are all physically apart. Through this partnership, we believe we can offer an important service to large groups of people to learn, share and collaborate with their peers around the world.”
David Whelan, CEO of VR Education, said: “We are delighted to be strengthening our partnership with HTC as demonstrated by its subscription for new shares announced today. The Subscription will provide additional funding for the next stage of our development and allow us to progress the capabilities and commercialisation of our core ENGAGE platform at a time when industries across the globe are adapting to new and innovative ways of working.
In the wake of the COVID-19 pandemic, which is set to catalyse long-term changes in working practices, VRE and HTC’s combined offering provides a complete end-to-end service to alleviate the challenges posed by reduced travel due to health and climate change concerns. We look forward to this next stage of our development and continuing to work alongside HTC as a strategic partner and shareholder to provide these solutions for customers.”
For further information, please contact:
|VR Education Holdings plc
Richard Cooper, Chairman
David Whelan, CEO
Sandra Whelan, COO
|Tel: +353 87 665 6708
| Cairn Financial Advisers LLP (Nominated Adviser)
James Caithie / Liam Murray / Ludovico Lazzaretti
|Tel: +44 (0) 20 7213 0880|
| Shard Capital Partners LLP (Joint Broker)
Damon Heath / Erik Woolgar
|Tel: +44 (0) 20 7186 9952|
| Davy (Joint Broker & Euronext Growth Advisor)
Fergal Meegan / Ronan Veale / Barry Murphy
|Tel: +353 1 679 6363|
| Buchanan (Financial PR)
Henry Harrison-Topham / Chris Lane / Tilly Abraham
|Tel: +44 (0)20 7466 5000
Notes to Editors
VR Education, together with its wholly owned subsidiary, is an early stage VR software and technology group based in Waterford, Ireland, dedicated to transforming the delivery methods of education and corporate training by utilising VR technologies to deliver fully immersive virtual learning experiences. The Group's core focus is the development and commercialisation of its online virtual social learning and presentation platform called ENGAGE, which provides a platform for creating, sharing and delivering proprietary and third-party VR content for educational and corporate training purposes.
In addition to the ongoing development of the ENGAGE platform, the Group has also built two downloadable showcase VR experiences, being the award-winning Apollo 11 VR experience and the Titanic VR experience.
On 12 March 2018, VR Education listed on the AIM market of the London Stock Exchange and on the Enterprise Securities Market, a market regulated by Euronext Dublin. For further information, please visit www.vreducationholdings.com.
The following information has been extracted without material adjustment from the Subscription document incorporating, inter alia, a circular to VR Education's shareholders (the 'Circular') dated 19 May 2020. Copies of the Circular will be available free of charge to the public at https://immersivevreducation.com
Conditional Subscription for 48,284,102 Subscription Shares at 5.47 pence per Subscription Share
Notice of General Meeting
HTC has agreed to invest, conditional on passing of the Resolutions and Admission, €3,000,000 in the Company for 48,284,102 Subscription Shares. The Subscription will be made via an indirect wholly owned subsidiary of HTC. In addition, and further to the announcement of 19 March 2020, HTC Corporation and the Company are entering into a strategic partnership for the distribution and license of the Company's ENGAGE platform globally through HTC enterprise sales channels. The terms of a distribution and license agreement (the "Distribution and License Agreement") have been agreed and the terms of the Distribution and License Agreement will take effect in advance of Completion.
The Board is seeking the authority to allot and issue the Subscription Shares which requires the Shareholders to pass the Resolutions by the requisite majorities at a duly convened general meeting of the Company.
In light of the public health advice in response to the COVID-19 pandemic, including to limit travel and public gatherings, and the importance of the health and safety of Shareholders, staff and others, the Company strongly encourages all Shareholders to submit their Form of Proxy or CREST Proxy Instruction, appointing the chairman of the General Meeting as proxy, rather than attend the General Meeting in person which, given the COVID-19 pandemic, cannot be facilitated. Only the formal business of the Resolutions will be carried out at the General Meeting and no update will be provided.
2. Use of Proceeds of the Subscription
The proceeds of the Subscription will be primarily used to further develop and enhance the Company's proprietary ENGAGE platform and build out its sales and marketing capability. The proceeds will also be used to a lesser extent to produce additional showcase experiences which support the uptake of the ENGAGE platform and clearly demonstrate its potential.
3. Current Trading and Prospects
VR Education has continued to make progress during the first half of 2020. Showcase experiences continue to perform strongly with Apollo 11, Titanic and Shuttle Commander generating €2.5m since their respective releases. A number of agreements have been entered into on the ENGAGE platform with customers in the USA and elsewhere, and subject to entering into the Distribution and License Agreement, the Group expects significant traction in the Greater China region during the rest of 2020.
Since the year end, the Group's ENGAGE platform hosted the 2020 HTC VIVE Conference in March 2020, which represented the first global conference to be hosted entirely via VR. The success of this event has led to a significant number of enquiries from blue chip corporate customers who are interested in using ENGAGE. Further smaller events have been successfully hosted in ENGAGE since the HTC event.
On 14 April 2020, the Group also announced that it had signed a partnership agreement with US-based VictoryXR, a world leader in VR and augmented reality ('AR') content creation for schools and education, for the use of the Group's ENGAGE platform. During April, it also signed a non-exclusive distribution license agreement with California-based NuEyes Technologies Inc., a provider of VR wearable technology for the visually impaired, for the use of the Group's ENGAGE platform.
The COVID-19 pandemic has created an unprecedented climate, both from a social and from an economic perspective. It has nonetheless also provided a significant market opportunity for the Group whereby the ENGAGE platform can be used to facilitate the significant increase in demand for remote working, virtual conferencing and other collaboration tools. The proceeds of the Subscription will allow the Group to further develop and promote the ENGAGE platform to take advantage of these opportunities.
4. Further Details on HTC
Listed on the Taiwan Stock Exchange, HTC has significant interest in VR and mobile computing with extensive business reach in the greater Chinese market. With the global spread of COVID-19, HTC, a global leader in VR technology and equipment, and VR Education are working closely together to help alleviate current commercial and education issues created by the widespread self-isolation enforced by governments worldwide.
VR Education, via its ENGAGE platform, has a solution to ensure remote workers feel more connected and that large events can still be held remotely and in a more immersive manner than provided by current video-based platforms. VR Education's world leading software team, working closely with HTC's hardware, software and sales teams, is focused on bringing immersive AR and VR technologies to enterprise customers and educational institutes on a global scale with a specific focus given to the Greater China region.
5. Details of the Subscription
Application will be made to London Stock Exchange and Euronext Dublin for the Subscription Shares to be admitted to trading on AIM and Euronext and, subject to the passing of the Resolutions, it is anticipated that Admission will become effective at 8.00 a.m. on or around 12 June 2020.
The Subscription is conditional upon, amongst other things:
- each of the Resolutions being passed at the General Meeting;
- the Subscription Agreement not having terminated;
- Admission becoming effective by no later than 8.00 a.m. on 12 June 2020 or such later date as the Company and the Subscriber may agree;
- The Distribution and License Agreement having been entered into prior to Admission.
6. The Subscription Agreement
The Subscription Price was negotiated when discussions between VR Education and HTC commenced on 12 March 2020 and prior to the announcement of 19 March 2020 regarding a potential strategic partnership with HTC Corporation and represented a premium of approximately 10% to the market price of VR Education's Existing Ordinary Shares at that time.
Pursuant to the terms of the Subscription Agreement, HTC will be granted the right to appoint one non-executive director to the Board (the "Nominated Director"), subject to the usual regulatory and Nomad approvals, for such time as its shareholding exceeds 10% of the Enlarged Share Capital. It is intended that Praveen Gupta (Vice President - Corporate Investments and Development, HTC) will be appointed as Nominated Director with effect from Completion.
In addition, for such time as its shareholding exceeds 10% of the Enlarged Share Capital, HTC will be granted the right to appoint a representative to attend as an observer ("Nominated Observer") at each meeting of the Board. The Nominated Observer shall not participate in any way (voting or otherwise) unless specifically called on by management or another Board member (excluding the Nominated Director) or with the agreement of the other Board members.
Pursuant to the terms of the Subscription Agreement the Company has undertaken to and covenants with HTC that it shall not (and shall procure that no member of the Group will) undertake certain reserved matters, including entering into certain material business transactions, as detailed in the Subscription Agreement, without first obtaining the prior consent of HTC, not to be unreasonably withheld or to be withheld in contravention with the Relationship Deed.
In addition, pursuant to the terms of a lock-in and orderly market deed entered into between HTC, the Company, the Nomad and the Joint Brokers (the "Lock-In Deed"), HTC has undertaken not to sell or dispose of any Subscription Shares, except in certain limited circumstances, at any time before the date falling six months after Admission. HTC has further agreed that it will, for a further period of six months thereafter, be subject to orderly market arrangements during which time it will not sell of dispose of any Subscription Shares otherwise than through the Joint Brokers provided the Joint Brokers fulfil certain conditions in the Lock-In Deed.
The Subscription Agreement contains customary warranties given by the Company and the Substantial Shareholders in favour of HTC.
In addition to the conditions referred to above, the Subscription Agreement may be terminated prior to Admission by HTC in certain circumstances, including where there is a material breach of the Subscription Agreement or if the warranties given by the Company and the Substantial Shareholders were untrue, inaccurate or misleading in any material respect.
7. Relationship Deed
At the date of Admission, HTC will control the exercise of voting rights in respect of approximately 20 per cent. of the Enlarged Issued Share Capital. Accordingly, a relationship deed (the "Relationship Deed") has been entered into between the Company, Cairn, J&E Davy and HTC to ensure that the Company is able to carry out its business independently of HTC and to regulate the relationship between HTC and the Company on an arm's length and normal commercial basis. In the event of a conflict between the terms of the Subscription Agreement and the Relationship Deed the terms of the Relationship Deed shall prevail.
8. Distribution and License Agreement
The terms of the Distribution and License Agreement have been agreed and the Distribution and License Agreement will be effective prior to Completion, or such other date as may be agreed upon by the parties.
Pursuant to the Distribution and License Agreement, for an initial period of 4 years, the Company will appoint HTC as the Company's exclusive distributor throughout the Greater China Region (being, Hong Kong, Macau, Taiwan, and the People's Republic of China) and as its non-exclusive distributor for the Global Region (being the world, excluding the Greater China Region), of (i) the ENGAGE Platform and (ii) the Company's proprietary software necessary for HTC and/or customers to use and support the ENGAGE platform.
Pursuant to the terms of the Distribution and License Agreement HTC shall pay an agreed percentage of net revenue as collected by HTC in the Greater China Region and the Global Region relating to the services as provided by the Company pursuant to the terms of the Distribution and License Agreement. The Distribution and License Agreement also contains provision for a guaranteed minimum quarterly payment of €75,000 to be made by HTC to the Company, commencing in January 2021 and continuing thereafter for the duration of the Distribution and License Agreement, irrespective of net revenue as collected by HTC in the Greater China Region and the Global Region relating to the services as provided by the Company.
9. Effect of the Subscription
Upon Admission, the Enlarged Issued Share Capital is expected to be 241,420,508 Ordinary Shares. On this basis, the Subscription Shares will represent approximately 20 per cent. of the Enlarged Issued Share Capital.
10. General Meeting
The General Meeting of the Company, notice of which is set out at the end of this document, is to be held at 11 a.m. on 11 June 2020 at the offices of the Company. The General Meeting is being held for the purpose of considering and, if thought fit, passing the Resolutions.
A summary and explanation of the Resolutions is set out below. Please note that the text below does not constitute the full text of the Resolutions and you should read this section in conjunction with the Resolutions contained in the Notice of General Meeting at the end of this document.
Resolution 1: Authority to allot shares
This ordinary resolution will grant the Directors a general authority:
- to allot and issue the Subscription Shares; and
- in addition, to allot and issue additional relevant securities (within the meaning of Section 1021 of the Companies Act 2014) up to a maximum nominal amount of €79,669, which represents approximately 33 per cent of the Enlarged Issued Share Capital.
The authority given by this Resolution 1 will expire on the earlier of (a) 15 months after the date of the passing of this Resolution; or (b) at the conclusion of the next annual general meeting of the Company following the passing of this Resolution, unless previously varied, revoked or renewed by the Company in a general meeting provided, however, that the Company may make an offer or agreement before the expiry of this authority, which would or might require any such securities to be allotted or issued after this authority has expired, and the Directors may allot and issue any such securities in pursuance of any such offer or agreement as if the authority conferred hereby had not expired.
Resolution 1 is an ordinary resolution. As such, it requires the approval of a simple majority of members voting in person or by proxy at the General Meeting in order to be passed.
Resolution 2: Disapplication of pre-emption rights
Conditional on the passing of Resolution 1, this special resolution disapplies the statutory pre-emption rights in respect of the allotments, issuances and grants of equity securities (as defined in Section 1023 of the Companies Act 2014) for cash pursuant to the authority conferred by Resolution 1 in relation to:
- the Subscription Shares; and
- in addition, up to an aggregate nominal value of €48,285, which represents approximately 20 per cent of the Enlarged Issued Share Capital, for further issues of equity securities such as open offers and other similar offers to new or existing shareholders.
The authority given by this Resolution 2 will expire on the earlier of (a) 15 months after the date of the passing of this Resolution; or (b) at the conclusion of the next annual general meeting of the Company following the passing of this Resolution, unless previously varied, revoked or renewed by the Company in a general meeting provided, however, that the Company may make an offer or agreement before the expiry of this authority, which would or might require any such securities to be allotted or issued after this authority has expired, and the Directors may allot and issue any such securities in pursuance of any such offer or agreement as if the authority conferred hereby had not expired.
Resolution 2 is a special resolution. As such, it requires the approval of a majority of not less than 75 per cent. of votes cast by those who vote either in person or in proxy at the General Meeting in order to be passed.
11. Action to be taken
Please check that you have received a Form of Proxy for use in relation to the General Meeting.
you are strongly encouraged to complete, sign and return your Form of Proxy in accordance with the instructions printed thereon so as to be received by post or, during normal business hours only, by hand, at Computershare Services (Ireland) Limited, 3100 Lake Drive, Citywest Business Campus, Dublin 24, D24 AK82, as soon as possible but in any event so as to arrive by not later than 11 a.m. on 9 June 2020 (or, in the case of an adjournment of the General Meeting, not later than 48 hours before the time fixed for the holding of the adjourned meeting).
Appointing a proxy in accordance with the instructions set out above will enable your vote to be counted at the General Meeting in the event of your absence. The completion and return of a Form of Proxy will not preclude you from attending and voting in person at the General Meeting, or any adjournment thereof, should you wish to do so.
If you hold your Ordinary Shares in CREST, and you wish to appoint a proxy or proxies through the CREST electronic proxy appointment service, you may do so by using the procedures described in the CREST Manual (available via www.euroclear.com). In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST Proxy Instruction must be properly authenticated in accordance with Euroclear's specifications, and must contain the information required for such instruction, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by Computershare Services (Ireland) Limited not later than 11 a.m. on 9 June 2020.
In order for the Subscription to proceed, Shareholders will need to approve both of the Resolutions set out in the Notice of General Meeting. If the Resolutions are not passed at the General Meeting, the Subscription will not proceed, with the result that the anticipated net proceeds of the Subscription will not become available and the Company's business plans, growth prospects and available working capital will be materially adversely affected as a result.
Accordingly, it is important that Shareholders vote in favour of each of the Resolutions, in order that the Subscription can proceed.
The Directors consider the Subscription to be in the best interests of the Company and its Shareholders as a whole and accordingly unanimously recommend that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting, as they intend to do in respect of their own beneficial holdings amounting, in aggregate, to 79,088,525 Existing Ordinary Shares, representing approximately 40.95 per cent. of the Existing Ordinary Shares.
|EXPECTED TIMETABLE OF PRINCIPAL EVENTS|
|Publication and Posting of this document and Form of Proxy||19 May 2020|
|Latest time and date for receipt of Forms of Proxy||11 a.m. on 9 June 2020|
|General Meeting||11 a.m. on 11 June 2020|
|Results of the General Meeting announced||11 June 2020|
|Expected Admission of the Subscription Shares on AIM and Euronext||12 June 2020|
|Where applicable, expected date for CREST account to be credited in respect of Subscription Shares in uncertificated form||12 June 2020|
1. Each of the above times and/or dates is subject to change at the absolute discretion of the Company, Cairn and the Joint Brokers. If any of the above times and/or dates should change, the revised times and/or dates will be announced through a Regulatory Information Service.
2. All of the above times refer to London time unless otherwise stated.
All events listed in the above timetable following the General Meeting are conditional on the passing of each of the Resolutions at the General Meeting.
The following words and expressions shall have the following meanings in this document unless the context otherwise requires:
|Admission||the admission of the Subscription Shares to trading on AIM becoming effective in accordance with the AIM Rules|
|AIM||the market of that name operated by London Stock Exchange|
|AIM Rules||the AIM Rules for Companies, published by London Stock Exchange|
|Board||the board of directors of the Company|
|Company or VR Education||VR Education Holdings plc|
|Completion||means the completion of the matters relating to the subscription for the Subscription Shares pursuant to the terms of the Subscription Agreement|
|CREST||the relevant system (as defined in the Uncertificated Securities Regulations 2001) for the paperless settlement of trades and the holding of uncertificated securities operated by Euroclear UK & Ireland Limited|
|CREST Regulations||the Uncertificated Securities Regulations 2001 (S.I. 2001 No. 3755)|
|Davy||J&E Davy (trading as Davy)|
|Directors||the directors of the Company|
|Enlarged Issued Share Capital||all of the Ordinary Shares in issue on Admission inclusive of the Subscription Shares, excluding any options to subscribe for Ordinary Shares pursuant to the Company's share option plan or adviser warrants|
|Euronext Euronext Rules||the Euronext Growth Dublin Market, a market regulated by the Irish Stock Exchange the Euronext Rules for Companies and the Rules for Euronext Advisers|
|Existing Issued Share Capital or Existing Ordinary Shares||The 193,136,406 existing Ordinary Shares in issue at the date of this document|
|Euroclear||Euroclear UK & Ireland Limited, the operator of CREST|
|FCA||the Financial Conduct Authority|
|Form of Proxy||the form of proxy for use by Shareholders in connection with the General Meeting|
|FSMA||the Financial Services and Markets Act 2000|
|General Meeting||the general meeting of the Company intended to be convened for 11 am on 11 June 2020 or at any adjournment thereof, notice of which is set out at the end of this document|
|Group||the Company and its subsidiaries as such term is defined in the Irish Companies Act 2014;|
|HTC Joint Brokers||HTC Corporation, a Taiwan Corporation, having its principal place of business at No. 88, Sec. 3, Zhongxing Rd., Xindian District, New Taipei City 231, Taiwan, and its Affiliates J&E Davy (trading as Davy) and Shard Capital Partners LLP|
|London Stock Exchange||London Stock Exchange plc|
|Nomad||means Cairn or such other nominated adviser authorised by the London Stock Exchange to assume the responsibilities of a nominated adviser under the AIM Rules appointed by the Company from time to time|
|Ordinary Shares||the ordinary shares of €0.001 each in the capital of the Company|
|Prospectus Regulation Rules||the Prospectus Regulation Rules made by the FCA under Part IV of FSMA|
|Registrar||Computershare Services (Ireland) Limited|
|Regulatory Information Service||a service approved by the FCA for the distribution to the public of regulatory announcements and included within the list maintained on the FCA's website|
|Resolutions||the resolutions to be set out in the notice of General Meeting which is set out at the end of this document|
|Shareholders||holders of Existing Ordinary Shares|
|Subscription||means the subscription by HTC for the Subscription Shares pursuant to the terms of the Subscription Agreement|
|Subscription Agreement||the conditional Subscription agreement entered into between the Company and HTC (B.V.I) Limited on 19 May 2020|
|Subscription Price||5.47 pence per Subscription Share|
|Subscription Shares||48,284,102 new Ordinary Shares issued pursuant to the Subscription Agreement|
|Substantial Shareholders||means David Whelan and Sandra Whelan|
|uncertificated or in uncertificated form||an Ordinary Share recorded on a company's share register as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST|
|£, pounds sterling, pence or p € or Euros||are references to the lawful currency of the United Kingdom are references to the lawful currency of the Republic of Ireland|