Angelfish Investments plc (“Angelfish” or “the Company”)
Update on Investment
The Directors of Angelfish announce that One Media Enterprises Limited (“OME”), a company in which Angelfish initially invested in 2013, has been acquired (“the Acquisition”) by OneLife Technologies Corp. (“OneLife”) a public company listed on the OTC:US with a ticker symbol “OLMM”. To facilitate the Acquisition, OME has agreed to repay in full the investment and loans made to date by Angelfish together with payment of management fees charged and an uplift on amounts due (“the Agreement”).
The Agreement provides for an amount payable to Angelfish of US$1,000,000 in cash in instalments (“Cash Payment”) plus the issue to Angelfish of 200,000 shares of Common Stock in OneLife and warrants to subscribe for 200,000 shares of Common Stock in OneLife, exercisable at US$1 per share for a period of five years from the date of grant.
The Agreement is conditional upon (and shall become binding and enforceable only upon):
a. completion of the Acquisition;
b. OneLife having entered into arrangements for the raising of at least US$5 million in equity, debt or other funding; and
c. the receipt by Angelfish of the first instalment of US$200,000 within 60 days (or such longer period as Angelfish may in its absolute discretion agree) from the date of this Agreement.
The Cash Payment will be paid as follows:
i. US$200,000 to be paid within 60 days from the date of the Agreement;
ii. US$350,000 to be paid within 5 months from the date of the Agreement, with at least 20% of any gross funds raised (less the first US$200,000 above) from time to time being used for this purpose; and
iii. US$450,000 in monthly installments commencing 6 months after the date of the Agreement through 9 monthly payments of US$16,666.67 followed by 9 monthly payments of US$33,333.33.
Until the obligations under this Agreement have been met in full, OME has agreed not transfer any of the business and assets of OME to OneLife or any other third party.
The investment, loans and management fees owed as at 31 December 2016 were provided for in full in the accounts of Angelfish as at that date. During 2017 Angelfish loaned OME an additional US$35,525 and charged management fees of £6,000 excluding VAT. Therefore the value of the full consideration above less the 2017 loans and management fees will be credited to the Angelfish profit and loss account.
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.
Angelfish Investments Plc +44 (0)7769 591096
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 Preferences Shares.