Legal spotlight shines on VMob following $2.2m share placement

“VMob is entirely confident that it and its directors have complied fully with all legal and compliance requirements... regarding the undertaking and announcements of the private placements.”

VMob Group says it is “aware of media and market comment” about the participation of certain VMob directors in its recent private placement capital raising, the completion of which was announced to the market on 26 January 2015.

Reports over the weekend speculated on inferred or actual allegations of insider trading against the participating directors following the completion of a private placement of 205,137,771 ordinary shares at AU$0.01/NZ$0.0106 per share, raising $NZ2,174,166 million.

“VMob and its directors are concerned about the ill-informed nature of these comments,” says Phil Norman, chairman, VMob.

“There is no question of insider trading by VMob or its directors or anyone else in relation to the recent private placement. The Financial Markets Authority (FMA) has confirmed this to VMob.”

Norman reports that VMob received legal advice on the private placement process which, as previously announced to the market on 11 December 2014, involved negotiations with interested parties to raise the desired capital.

“Those parties were mostly made up of high net worth individuals and institutions,” Norman adds.

“Some of those parties were keen that VMob directors also participate in the capital raising to demonstrate their confidence in the company and further align their interests with those of other shareholders.”

On 11 December 2014, the company announced its intention to negotiate with interested parties to raise up to NZ$3 million by way of private placements of ordinary shares priced at AU$0.01 per share.

The aim of the private placement was to raise new capital to be applied towards supporting the company’s US growth strategy, enabling current and planned deployments and providing VMob with working capital.

“VMob subsequently advised the market on 23 December 2014 that the close of the capital raising was deferred until the New Year whilst it continued to hold discussions with prospective strategic partners and investors,” a company statement on NZX reads.

“Many interested investors were unavailable over the Christmas break period.”

After the close of business on 23 January 2015, the company reported the successful completion of a private placement of the ordinary, with the capital raising undertaken in both New Zealand and Australia/

Norman says the participation of directors in the private placements is entirely appropriate - “it is expressly allowed, and catered for, under the NZAX Listing Rules”.

“The FMA has confirmed to VMob that it is not investigating or making any enquiries of VMob regarding insider trading involving the placements,” Norman adds.

“The FMA has made some routine information requests regarding the private placements and VMob will provide such information.

“VMob is entirely confident that it and its directors have complied fully with all legal and compliance requirements, including under the Companies Act 1993 and the NZAX Listing Rules, regarding the undertaking and announcements of the private placements.”

Norman adds that VMob remains focussed on implementing the recently announced global agreement with McDonalds and executing further deals in its pipeline as it continues on its growth path.

“VMob will continue to keep the market informed of further material developments in its business,” he adds.

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