Business
Acquisition, Placing and Appo
Acquisition, Placing and Appo.
About this update from Tavistock Investments Plc
[{"type":"text","content":"\n RNS Number : 7337E Bright Things plc 24 December 2009 \n \n\n\nBright Things Plc\nAcquisition, Placing and Appointment of Directors\n\nBright Things plc (\"Bright Things\" or \"Company\") is pleased to announce it has conditionally agreed to acquire the entire issued share capital of Get On With It Limited (\"GOWIT\") (\"the Acquisition\"), raise £500,000 of new working capital for the Company (\"the Subscription\") and appoint a new non-executive director.\n\nBackground to the Acquisition\n\nIn November 2007, the Company acquired CommonWorld Limited (\"CommonWorld\") which owns the intellectual property underpinning the Company's SocialGO networking product. At that time, CommonWorld entered into a services agreement with GOWIT pursuant to which GOWIT agreed to provide development and support services to Bright Things in relation to SocialGO. Under the terms of the Services Agreement, the Company has been paying a monthly fee to GOWIT for its services, including the employment costs of GOWIT employees. The services agreement further provides that GOWIT is entitled to a royalty of 7.5 per cent. on all net sales of SocialGO in excess of £2 million. \n\nTerms of the Acquisition \n\nThe consideration for GOWIT is being satisfied by the issue of 34,999,999 new ordinary shares of 1 penny each (\"Ordinary Shares\") which have an aggregate value of £402,500 at the closing mid market price on 23 December 2009 of 1.15 pence (\"Consideration Shares\") and the grant of 41,625,000 warrants to subscribe for Ordinary Shares, exercisable at a price of 1.25 pence per share (\"Vendor Warrants\"). \n\n11,666,667 of the Consideration Shares will be allotted and issued to the Vendors on completion (\"Initial Consideration Shares\"). The balance 23,333,332 Consideration Shares will be allotted and issued in four equal tranches on the first four anniversaries of completion (\"Deferred Consideration Shares\"). In certain circumstances, the Company will be able to reduce the amount of Deferred Consideration Shares to be allotted and issued to satisfy any claim under the warranties, indemnities or tax covenant contained within the acquisition agreement. \n\n11,666,667 of the Vendor Warrants will be granted and vest immediately upon completion and are exercisable at any time durin...