Lionsgold (LON: LION), the AIM quoted company focused on the exploration, production and retail application of physical gold, including the development of the digital currency Goldbloc, announces that it has made a £1.35m share-for-share offer to the remaining shareholders of TRAC Technology Ltd (“TRAC”) with a view to increasing Lionsgold’s shareholding from 55% up to 100%.
· Lionsgold has offered new ordinary shares in Lionsgold based on the 10-day volume weighted average price (“vwap”) at close of trading on 12 April 2018 of 2.3271p each (the “Consideration Shares”), to the holders of the remaining 45% of TRAC (“TRAC Shareholders”), based on an equity valuation of £3,000,000 (the “Offer”).
· The purpose of the Offer is to consolidate ownership of TRAC under Lionsgold to increase flexibility and shorten timeframes for implementing corporate and business strategies moving forward with TRAC and its digital gold currency, Goldbloc.
· By exchanging TRAC shares for Lionsgold shares, TRAC Shareholders maintain a financial interest in Goldbloc and exposure to its potential upside through their Lionsgold shareholding.
· TRAC CEO, Ralph Hazell and his partner have agreed to sell their aggregate holding of 25.63% of TRAC to Lionsgold under the terms of the Offer.
· LION CEO, Cameron Parry has also agreed to sell his 5% shareholding in TRAC to Lionsgold under the terms of the Offer increasing Lionsgold’s minimum level of direct ownership of Goldbloc upon close of the Offer to above 85%.
· Should Lionsgold become 100% owner of TRAC, the board of Lionsgold intends to assign to TRAC the three-year exclusive right to utilise the Railsbank Technology Ltd (“Railsbank”) platform for physical gold and gold derivatives to be transacted through bank accounts.
· By consolidating the full ownership of TRAC and the assignment of the three year exclusive rights to the Railsbank platform for gold products, LION’s board believes this should enable the value of TRAC and Goldbloc to be optimised for the benefit of all Lionsgold shareholders including the TRAC shareholders that become LION shareholders.
· The Offer closes at 5.00 p.m. on Friday 20 April 2018.
Lionsgold Non-Executive Chairman, David Price, commented: “Lionsgold intends to significantly increase its ownership from the current 55% of its subsidiary TRAC Technology Ltd, the entity in which the digital gold currency Goldbloc, has been developed. Lionsgold also owns 12.5% of Railsbank – the developer of the banking and compliance platform that Goldbloc requires to be able to utilise physical gold in customers’ bank accounts. Lionsgold owns a three-year exclusive right to utilise the Railsbank platform for gold related products to be transacted in bank accounts and should TRAC become a 100% wholly owned subsidiary, Lionsgold shall assign that exclusive right to TRAC, creating certainty for Goldbloc as well as future opportunities for gold-related products that can be developed within TRAC.
“The Goldbloc mobile phone banking application is on schedule for release in the UK this quarter. The board considers the full buy-out of TRAC to be strategically and operationally important and we believe the timing of this corporate transaction at the current valuation to be opportune as we expect the understanding, acceptance and value of Goldbloc to increase with product rollout. The Offer has been made to all TRAC Shareholders and should the value of Goldbloc increase, current TRAC shareholders who accept the Offer would share in the benefit of that increase as Lionsgold shareholders.
“We look forward to providing further details upon completion of the Offer.”
Details of the Offer
Based on the 10 day vwap of 2.3271p, Lionsgold is to offer 58,012,118 LION shares for the remaining 1,032 (45%) TRAC shares not currently owned by Lionsgold.
TRAC CEO Ralph Hazell and partner and LION CEO Cameron Parry have agreed to exchange their TRAC shares for Lionsgold shares under the Offer thus Lionsgold is assured of increasing its ownership of TRAC from 55% to above 85%.
All TRAC Shareholders are receiving the Offer concurrently to the release of this announcement to market. The Offer closes at 5.00 p.m. on Friday 20 April 2018.
Lionsgold wishes to become 100% owner and hold TRAC in its group structure as a wholly owned subsidiary, but there can be no guarantee it will hold more than approximately 85% upon close of the Offer.
As at 30 June 2017, TRAC had an unconsolidated net asset value of £8,728 and reported an unconsolidated profit before tax for the year then ended of £3,619. As at 30 June 2017, The Real Asset Co. Limited, TRAC’s wholly owned subsidiary, had an unconsolidated net asset deficit of £43,728 and reported an unconsolidated profit before tax for the year then ended of £7,689.
Lionsgold currently holds the exclusive right to utilise the Railsbank platform for placing physical gold and gold derivatives in bank accounts. Lionsgold intends to transfer those rights to TRAC if it becomes a 100% wholly owned subsidiary of LION.
Related Party Transactions
The agreements between the Company and each of Ralph Hazell and Cameron Parry to exchange their holdings of ordinary shares in TRAC for Consideration Shares constitute related party transactions under Rule 13 of the AIM Rules for Companies. The Directors of the Company (excluding Cameron Parry), having consulted with WH Ireland Limited, the Company nominated adviser, consider the terms of the transactions with Mr. Hazell and Mr. Parry to be fair and reasonable insofar as shareholders are concerned.