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Convertible Loan Note Investment

Angelfish Investments Plc (“Angelfish” or “the Company”)
Convertible Loan Note Investment

The Directors of Angelfish announce that the Company has agreed to subscribe for up to £150,000 0% fixed rate secured convertible loan notes (“Notes”) issued by ASSIF Limited (“ASSIF”), a company that is developing a digital product related to employee mental health.

The principal terms of the notes are as follows:

  • An aggregate investment in the amount of up to £150,000 which will be drawn down in two equal instalments.  The first instalment will be drawn down immediately and the second will be available for drawdown when the design work is complete and has been validated by ASSIF’s behavioural psychologists and when ASSIF’s website has reached beta testing stage.
  • The Notes are supported by a first ranking legal charge over the assets of ASSIF.
  • Redeemable exclusively at the option of Angelfish after one year.
  • Alternatively, the Notes are convertible into the ordinary equity share capital of ASSIF on the earlier of 12 months from the date of the convertible loan note instrument, or the date by which ASSIF achieves all of the following milestones:

i.  £250,000 of grants and/or research loans or other funding available in the healthcare sector that have no dilutive impact on ASSIF’s equity share capital;

ii. a minimum viable product built and user tested;

iii. either £50,000 of monthly recurring revenue or a minimum of 5 annual contracted independent customers signed (i.e. not from the same group of companies) with collectively a minimum of 10,000 employees; and

iv. ASSIF’s valuation exceeding £7million or on ASSIF raising at least £500,000 from an issue of shares in ASSIF to any persons

  • The conversion will be for a maximum of 35% of the ordinary equity share capital of ASSIF, which will be reduced by 5% of the ordinary equity share capital in respect of each milestone achieved prior to conversion.
  • In the event that a further fundraising is undertaken by ASSIF and a pre-money valuation of £7m is not achieved in connection with such fundraising then ASSIF has the right to buy back such number of Angelfish’s shares as represents 5% of the ordinary equity share capital of ASSIF for a minimum consideration of £150,000.

ASSIF is a mental health and wellness platform. It will primarily be a community for peer to peer support for people worried about mental health. Within the platform will be tools to help individuals with their mental health, including gamification and breathing videos. ASSIF is using cutting edge technology to deliver said tools and will have a consumer application and a business to business platform.

This initial investment will allow ASSIF to develop a minimum viable product for release to early adopters which will consist of a fully functional live website and accompanying app covering the ASSIF community, information, articles and videos.

Omar Akhtar, CEO of ASSIF commented: “We have said no to £1.3 million worth of investment from investors and companies due to various reasons. Angelfish felt like the perfect fit from our initial meetings as we’re getting a lot more than just funding from Angelfish. The expertise and experience that Angelfish brings to the table will exponentially further the growth and development of the company. We have big plans and I believe that Angelfish will be a driving force behind the company reaching its potential.”

Richard Walker, Director of Angelfish, who will join the board of ASSIF commented: “ASSIF presents an exciting opportunity for Angelfish to support the early stage development of ASSIF in the expanding mental health sector. We look forward to working closely with the ASSIF team over the coming months’’

This announcement contains information which, prior to its disclosure, was inside information for the purposes of Article 7 of EU Regulation 596/2014.

The directors of the Company take responsibility for this announcement.

–ENDS—

Enquiries:

Angelfish Investments Plc +44 (0)7772 013116
Richard Walker
Director

Cairn Financial Advisers LLP +44 (0)207 213 0880
NEX Exchange Corporate Adviser
David Coffman / Richard Nash

About Angelfish Investments Plc

The Company’s Ordinary Shares and Preference Shares are admitted to trading on the NEX Exchange Growth Market in London. The Company has the trading symbol ANGP for its Ordinary Shares and the trading symbol ANGS for its Preference Shares.

© Copyright Angelfish Investments PLC 2013. All rights reserved.