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This announcement does not constitute or form part of any offer for sale or subscription of or solicitation of any offer or any invitation to buy or subscribe for any securities, and neither this announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.
This announcement, for regulatory purposes, is an advertisement and not a prospectus or admission document. Investors should not purchase or subscribe for any transferable securities referred to in this announcement except on the basis of information in the admission document to be published by Jellybook Limited in connection with the admission of the ordinary shares to trading on the London Stock Exchange plc's AIM market.
Jellybook Limited announces its
Intention to Float and to seek admission to AIM
London, Luxembourg, 6 June, 2011
Jellybook Limited, ("Jellybook" or the "Company") a newly incorporated investment company focussing on the social media sector, today announces its intention to float and to seek admission to trading of its shares on AIM, a market of the London Stock Exchange plc ("Admission").
· Jellybook will focus on acquiring businesses in the social media sector, particularly those companies with both digital media and social networking capabilities.
· Jellybook will seek to become a leading European social media company. The Company intends to capitalise on the increased penetration and usage of social media by both businesses and individual users.
· The board of directors of Jellybook, led by Jonathan Rowland as Chairman and including Michael Wright, Julie Meyer and Walter de Brouwer, who have particular expertise in Europe, believe that the Company will be well positioned to consolidate opportunities in the European social media marketplace.
· Jonathan Rowland also founded Jellyworks plc in 1999 which floated on AIM at 5p per share and was sold to Shore Capital Group plc in 2000 at 29.5p per share.
· The current intention of Jellybook's directors (the "Directors") is to make one main acquisition or investment within the first 18 months from Admission.
· The offer will comprise a placing of new ordinary shares and admission of the ordinary shares to trading on AIM, raising a minimum of £3 million. This minimum sum is being underwritten by Banque Havilland SA.
· Banque Havilland SA is based in Luxembourg and has a full European banking licence issued by the CSSF. Banque Havilland is wholly owned by the Rowland Family and is focused on private and merchant banking.
· The nominated adviser, broker and joint bookrunner is Allenby Capital Limited, with Banque Havilland SA as partial underwriter and joint bookrunner.
Background and the investment case
In recent years, the rise in the popularity of social media can be evidenced by the rise of three recognised and popular brands, Facebook, YouTube and Wikipedia, all being social-media related.
· In April 2010, over 110 billion minutes were collectively spent on social networks and blog sites. This equated to 22% of all time spent online or one in every four and half minutes.
· In April 2010, three quarters of global consumers who went online visited social networking or blog sites, after the numbers of people visiting such sites increased by 24% over the previous 12 months.
· In April 2010, the average visitor spent 66% more time on these sites - almost 6 hours versus 3 hours, 31 minutes in April 2009.
Despite this growth in popularity, the Directors believe that, as a consequence of market conditions in the last few years, many businesses operating in the Social Media Sector have nevertheless found it difficult to access capital unless they are of a significant size. They therefore believe that an opportunity currently exists for Jellybook to acquire companies operating in the social media sector that have the potential to exploit this growth but that have been unable to attract investment.
Jellybook's focus will be on companies that are involved in both digital media and social networking, in particular companies that are offering solutions using existing social media platforms. The Company will not be limited to a specific niche of social media or geographic region, however, given the Directors' particular European expertise, they believe Jellybook will be well positioned to consolidate opportunities in Europe.
Jonathan Rowland, Chairman of Jellybook, said:
"The rise of social media in the past five years has been a development of global proportions. Yet until now public market investors have had limited opportunities to invest in this fast-growing sector. We believe that Jellybook will provide them with that opportunity in the UK. We intend to seek out suitable businesses in the social media arena and provide them with the investment and currency they need to deliver their real potential.
"We believe that the investment case for Jellybook is clear and is backed by an unprecedented interest in social media, from investors to end users. Social media is helping redefine global business and the way in which people go about their daily lives. Jellybook follows closely the listings of Linkedin, Renren and the intention to float of Groupon."
Maitland +44 (0) 20 7379 5151
Allenby Capital Limited +44 (0) 20 3328 5656
Notes to Editors
The Directors and management
Jonathan Rowland, Chairman, aged 35
Jonathan was appointed as a director of the Company on 16 March 2011. Jonathan is currently Chief Executive Officer of Banque Havilland in Luxembourg, which has a full European Banking Licence, issued by the Commission de Surveillance du Secteur Financier. Jonathan was instrumental in the formation of Banque Havilland, which is owned by the Rowland family and was created out of some of the assets and liabilities of Kaupthing Bank Luxembourg. Jonathan was also founder director and Chief Executive of Jellyworks plc from its flotation at 5 pence per share in December 1999 until it was purchased by Shore Capital Group plc in August 2000 at 29.5 pence per share. He spent the preceding five years as an executive of Rowland Capital Limited. Jonathan has wide investment experience and, over the last 18 years, has focused on listed investments, private equity and assisting companies with restructuring and financial advice. His principal role has been to identify and evaluate such investments and he has been a director of a number of AIM companies in the last 12 years. Jonathan is also a non-executive director of Blackfish Capital Management Limited, an FSA-registered investment manager.
Michael Wright, Chief Executive Officer, aged 39
Michael was voted in 2007 and 2008 by Dow Jones as a top 100 rising star under 40 years of age. By background, he is a qualified English solicitor having practiced at leading law firms including Clifford Chance, McDermott, Will & Emery and O'Melveny & Myers. Michael worked on a number of mergers and acquisitions whilst a practising lawyer and has advised private equity firms on portfolio company acquisitions and disposals. He was Chief Executive of Towergate Capital plc, an investment bank, and led various transactions including the fundraising for DataArt, a spin out by the founders of mail.ru, a company listed in London. Michael also co-led the acquisition of Kaupthing Bank Luxembourg (now Banque Havilland) and is Chairman of the "old" bank of the former Kaupthing entity (Pillar Securitisation S.à.r.l.) on behalf of 28 banks, two governments and the Association pour la Garantie des Depots Luxembourg. Michael is on the board of several companies including Corporal Limited (Hamleys) and Formosa Twenty8k plc.
Walter de Brouwer, Non-Executive Director, aged 54
Walter was appointed as a director of the Company on 16 March 2011. Walter has a background in linguistics and holds a PhD in semiotics. He was one of the founders of Ping (Eunet), which merged with Qwest Communications in 1998 to become the third long-distance carrier in the US. In 1996 his internet recruitment site became part of Stepstone, which successfully listed on the London Stock Exchange. Walter was the founder of Europe's private (deep-future) fundamental research facility, STARLAB. Since 2004 he has been an entrepreneur in Residence (Cfel) at the University of Cambridge. Walter also leads the operations of the Brain-Computer-Interface company Emotiv in Europe and is the founder and Chief Executive of healthcare company Scanadu.
Julie Meyer, Non-Executive Director, aged 44
Julie founded Ariadne Capital in August 2000 to create a new model for the financing of entrepreneurship in Europe. Since 1988, she has completed transactions valued at over £300 million in aggregate in European technology, media and telecoms firms. In March 2011, she completed the sale of BeatThatQuote to Google for £37.7 million, for which Ariadne Capital was the sole financial adviser. Julie was part of the early team at NewMedia Investors, which became early stage investment firm Spark Ventures in October 1999. At NewMedia Investors, she managed deals in technology companies including ArcCores, lastminute.com and WGSN. She also founded First Tuesday, the network of entrepreneurs, which was sold in July 2000 for $50 million. She has been named one of INSEAD's Top 50 Alumni, Ernst & Young Entrepreneur of the Year, World Economic Forum Global Leader of Tomorrow, TIME Magazine Digital 50 and one of the Top 30 Most Influential Women in Europe. Julie is also one of the BBC's Online Dragons in the award-winning Dragon's Den Online. She is on the Board of Directors of INSEAD, and also Vestergaard Frandsen, a for profit humanitarian development firm.