Leuven, 30 December 2021 - Choice, the free personal TV guide allowing to quickly and easily choose one’s own favorite television and video content,including TV shopping, announced on November 18 to have signed a letter of intent for a convertible note financing of 5.1 million euros. Today, Choice announces the signing of the definitive agreement.
Bart van Coppenolle, CEO of Choice: "Today we have the pleasure to announce the signing of the agreement with Global Corporate Finance Opportunities 6, an investor specializing in PIPE (Private Investment in Public Equity) financings. The new investor will not only support us financially by financing our rapid internationalization, but also help us attract institutional investors. To this end, we are preparing our uplisting towards the more liquid Euronext Growth exchange, where more institutionals are active. After all, the price on a stock exchange is only a good measure of the value of a company when sufficient liquidity is available."
Further explanation on the financing
The financing line is made available by Global Corporate Finance Opportunities 6, hereinafter referred to as the 'Investor', through the payment of successive tranches. The first tranche of 350 thousand euros is paid when the objective conditions for uplisting from Euronext Access to Euronext Growth are met, prior to submitting the uplisting request for admittance to Euronext Growth. The subsequent tranches are planned after the start of trading on Euronext Growth and consist of a maximum of 38 tranches depending in size and timing on certain condition precedents. The drawing down period for these tranches amounts to maximally 3 years after signature.
The Choice Trust Group will receive the funds at calling the draw down of a tranche, immediately transferring the proceeds one-on-one to Choice NV and its subsidiaries. When subsequently called by the Investor to pay back parts or whole of the drawn down amounts the Choice Trust and STAK Group will deliver pre-existingChoice NV shares to the Investor from the inventory of shares held by the Choice Trust and STAK Group on which a lien is granted to the benefit of the Investor. The price per share in these paybacks will be a function of the price development of the share in the period preceding the call for pay back in shares by the Investor. At the drawdown of each tranche the Investor will also obtain call options on shares of Choice NV held in inventory by the Choice Trust and STAK Group. The strike price of such call options will be a function of the price development of the share in the period preceding the call for drawdown of that particular tranche by Choice.
The price per share for each pay back tranche as well as the strike price of the call options per drawdown tranche will be announced publicly and can beconsulted on the website after publication.
Further explanation on the future process
The Choice Trust and STAK Group will also issue retail units to the public representing Choice NV shares at the same price per share as enjoyed by the Investor, minus a discount. These units will have a lock-up of 12 months. However,the aforementioned call options will not be included in the retail units offered to the public. Although, the subscribers of these units receive the above-mentioned discount which the Investor does not receive.
In this way, retail investors can immediately also enjoy the conditions provided to the Investor.
Funds collected in this second phase will be partially made available to Choice NV if need be. The remainder of the funds raised in this way will be used for the other statutory goals of the Choice Trust & STAK Group. This also includes making available capital to its (former) subsidiaries for the purpose of amortizing their historical debts.
Furthermore, an extraordinary general meeting will be foreseen once ayear, at which loan receivables that Choice Trust and Choice STAK have on Choice NV will be offered for contribution in kind to the capital of Choice NV. The conditions of this contribution will be determined in such a way that they are in the interest of Choice NV, which also includes the sustainable continuation of the supporting activities of the Choice Trust and STAK Group,statutory serving the interests of Choice NV. To this end, the contribution price per share will also incorporate, among other things, the pay back price of the tranches, the previously mentioned discount for the public, as well as the strike prices of the call options. Of course, all applicable legal procedureswill be respected, such as the contribution in kind reports issued by the board of directors and auditor as well as those procedures respecting the provisions regarding preferential rights, etc.
If the board of directors or the general meeting does not approve this contribution in kind, it remains entirely the risk of the Choice Trust and STAK Group. This risk or damage of non-convertibility in shares incurred by the Choice Trust and STAK Group can therefore not be recovered from Choice NV if itsboard of directors or shareholders' meeting would reject the contribution in kind.
In addition, the shareholders of Choice NV will be given the opportunity to contribute cash at the same price per share as applies to this contribution in kind of loan receivables from the Choice Trust and STAK Group to Choice NV. This allows all shareholders to compensate for their dilution by participating in cash on the same interesting terms of that round. These conditions may also provide for a lock-up. The funds collected in this third way will in any case belong to Choice NV.
In this way, all shareholders including institutional investors who do not participate in the public placement of retail units, can also enjoy the conditions that the Investor has managed to negotiate on a deferred basis.
Choice is a free social media TV platform that allows consumers to quickly and easily make their own choice from a plethora of online video and channel offerings, by enabling people to manage their own favorite playlists as virtual TV channels and share them with each other, only if they wish so.
Choice is also a television and internet-based marketing, sales and support platform for brands. Choice enables brands to continuously bring inspiring stories to communities, both before, after and during the sales process. In this sense, Choice is also a platform for group purchases with,among other things, Internet and TV services from third parties at rock-bottomprices.
Choice NV has been listed on the Access starter segment of Euronext Brussels since 26 February 2021, the ticker symbol is MLTV and the ISIN code isBE09 7437 0026. Choice's intention is to start listing on Euronext Growth after approval by Euronext.
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