PRIMORUS INVESTMENTS PLC — M&A Activity 2021

Nov 17, 2021

National Storage Mechanism | Additional information

RNS Number : 7197S

Primorus Investments PLC

17 November 2021

Primorus Investments plc

("Primorus" or the "Company")

WeShop Investment Update

Primorus Investments plc (AIM: PRIM) notes the announcement made today by Boanerges Limited ("Boanerges"), a special purpose acquisition company, that it has acquired the business, assets and name of WeShop Limited ("WeShop"), an investee company of Primorus, for a total consideration of 33,333,333 new ordinary shares in Boanerges.  The Boanerges announcement can be viewed in full here: GM Result, WeShop Completion, Trading on JP Jenkins - 12:00:00 17 Nov 2021 - News article | London Stock Exchange .

The Boanerges shares received by WeShop as consideration for the transaction will be subject to an 18 month lock in agreement (subject to permitted selling to cover taxation liabilities) preventing WeShop from selling any shares they receive from Boanerges during this period.

Boanerges will be withdrawing from the AQSE Growth Market on 18 November 2021 and is seeking admission to JP Jenkins, a matched bargain facility.  Therefore, it is anticipated that the Boanerges shares received by WeShop will, once the lock in period expires, be tradeable via JP Jenkins.

The shareholders of WeShop have provided their approval for the transaction to proceed, which was then contingent upon the approval of the Boanerges shareholders.

Boanerges' shareholders, at a general meeting held earlier today, voted to approve the transaction.

Primorus holds 150,119 ordinary shares in WeShop representing approximately 3.1% of its current issued share capital.

WeShop has advised its shareholders that, under the terms of certain outstanding loan instruments, warrants and options including a convertible loan of £9 million issued in August 2020, its issued share capital is subject to dilution as follows:

Scenario	Description	Total Number of WeShop shares in issue
One	Undiluted Share structure	4,850,214
Two	Following conversion of £9 million of convertible debt and accrued interest	9,590,804
Three	Following conversion of £9 million of convertible debt and accrued interest, as above,  and the exercise of all other unexercised warrants and options	12,403,952

The Company will update its shareholders as and when further information is available.

For further information please contact:

Primorus Investments plc Matthew Beardmore, Chief Executive Officer	+44 (0)20 8154 7907
Nominated Adviser Cairn Financial Advisers LLP Sandy Jamieson/James Caithie	+44 (0) 20 7213 0880

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