THE MARKETING GROUP PLC: Acquisition of Blockchain Nordic Ltd and Proposed Fund Raise

Acquisition of Blockchain Nordic Ltd and Proposed Fund Raise
LONDON: 6 December 2018 – The Marketing Group plc (the "Company" or the "Group"), which trades as RYVL, is pleased to announce that it has entered into an agreement to acquire, subject to shareholder approval, Blockchain Nordic Ltd ("Blockchain Nordic") (the "Acquisition") for a total consideration of €4,761,736, together with a share placing and conditional placing.

Acquisition of Blockchain Nordic

Blockchain Nordic is a digital asset investment firm with offices in London, England, Copenhagen and Arrhus, Denmark and Marbella, Spain. It provides a wide range of investment solutions for dealing in digital assets, such as index investments, tailored portfolios and Blockchain Nordic’s own exchange providing access to numerous cryptocurrencies and currency pairs.

RYVL already boasts a strong portfolio of consumer technology clients and is looking to deepen its specialisation by providing services to fast growth companies that embrace blockchain, and other progressive technologies. 

Adam Graham, Executive Chairman, The Marketing Group plc, commented:  "We are delighted to announce the acquisition of Blockchain Nordic and believe it will provide a powerful springboard for the Group to launch into 2019 with increased scale, renewed focus and positive momentum. After the challenges that the group has faced, it was clear that we required revolution – not evolution. We have executed a fundamental pivot in strategy combined with a chunky acquisition. We believe this bold move is what the company needs to kick start the growth and improve shareholder value. We welcome Jesper Ohlenschlaeger and the rest of the team from Blockchain Nordic and very much look forward to working together as we build a progressive group that can benefit from the exceptional growth in the blockchain space."

Jesper Ohlenschlaeger, Chief Executive Officer, Blockchain Nordic, commented:"In order to become a Blockchain Powerhouse, to be part of RYVL makes perfect sense. We have seen an explosion in this industry over the last two years, but in order to continue to be the leading company in the northern part of Europe, and expand our activities into Asia and America, we need to be part of a bigger company. RYVL has a number of divisions that fits into our programme and strategy and as an enlarged group going forward we expect to deliver exceptional growth."

Further information on Blockchain Nordic and Terms of the Acquisition

Blockchain Nordic was incorporated in October 2017 and has not published any financial statements to date.  Blockchain Nordic’s management are forecasting pro forma EBITDA of approximately €3.3 million for the year to 31 December 2018 and it had unaudited net assets of €3.9m as at 31 October 2018.

The consideration for the Acquisition is €4,761,736 and will comprise a mixture of cash, shares and Convertible Loan Notes, as follows: 

· €345,000 in cash, within 7 days of the completion date;
· 21,051,557 new ordinary shares in the share capital of the Company ("Shares") issued at €0.025 per Share.  These Shares will be subject to a twelve month lock in period from completion; and
· €3,890,000 of Loan Notes which is comprised of €2,285,000 in principal amount of A Loan Notes and €1,605,000 in principal amount of B Loan Notes.  The A Loan Notes will attach a 0% interest rate coupon and are convertible at €0.025 a Share and the B Loan Notes will attach a 5% interest rate coupon and will be convertible at €0.05 a Share.

The issue of the Shares in connection with the Acquisition requires shareholder approval at a General Meeting.  A circular containing full details and convening the General Meeting will be sent to shareholders in due course and an appropriate announcement made. Completion of the Acquisition is therefore subject to such shareholder approval being received.

Share Placing and Conditional Placing

In order to provide funds for the Acquisition and additional working capital for the Group, the Company is undertaking an unconditional placing, which is not subject to shareholder approval, of up to 13,000,000 Shares at a per Share price of €0.0225 (the "Placing") to raise up to €292,500 [before expenses]. The Placing is currently open for subscriptions and it is currently expected that the Placing Shares will be allotted on or before 20 December 2018.  Further announcements regarding closing of the Placing will be made as appropriate.

The Company has additionally agreed a conditional placing of up to 18,112,000 units ("Units") comprising one Share and one warrant to subscribe at €0.05 for a Share ("Warrants") at a per Unit price of €0.0225 ("Conditional Placing").  The Conditional Placing will be subject to shareholder approval at the General Meeting of the Company to be convened shortly.

Investor Call

Adam Graham and Jesper Ohlenschlaeger will be hosting a call for investors and other interested parties. Details will be announced in due course.

This information is information that The Marketing Group plc is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out below, at 20:30 CET on 6 December 2018. 

About RYVL

RYVL is the operating name of The Marketing Group Plc. (https://ryvl.com/)

RYVL is a global network of complementary marketing businesses. It is building a lean and technology centric approach to providing a global marketing solution, fit for the needs of modern brands. 

The Marketing Group Plc (Ticker: TMG.ST) is listed on Nasdaq First North, Stockholm www.RYVL.com

Mangold Fondkommission AB, +46 8-5030 15 50, is the Company’s Certified Adviser and liquidity provider.

Investor Relations

Tim Metcalfe

Miles Nolan

Phone: +44 (0) 203 934 6630

Email: ir@ryvl.com


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