Business Update

  • RNS

BigDish Plc

(BigDish” or the Company”)

Business Update

BigDish Plc (LON: DISH), a food technology platform for restaurants, is pleased to announce a business update.

The Company announced on 6 July 2020 an Operational Update and that its business model would migrate to a Software-as-a-Service (“SaaS”) model.  As previously stated the Company would like to reiterate that it expects to have a clearer understanding with regards to restaurant retention and new restaurant acquisition in September 2020. 

The Company will provide an update on or around 31 July 2020 with regards to progress and the launch of BigDish-to-GO.  The Company believes that a SaaS delivery model will be well received by restaurants and could disrupt larger aggregators who charge commissions of up to 35%.  The advantages of a SaaS delivery model are very clear and there is definite incentive for restaurants to have more of a direct relationship with their customers who can place orders either via BigDish or from their own website (powered by BigDish).  For every order that a restaurant receives via the SaaS model it will result in the restaurant saving up to 35% when compared to the same order being received via an aggregator delivery platform.   It is not unusual for a restaurant to use several delivery platforms and the BigDish-to-GO platform is a cost effective solution for a restaurant either as a stand-alone product or alongside an aggregator platform.

SaaS delivery models are starting to rise in prominence particularly in the USA and BigDish-to-Go is an early adopter.  The Company notes that delivery platforms attract premium valuations and if successful this could be reflected in the future performance of the Company’s share price.

The Company believes that, now more than ever, restaurant technology needs to address both off-premise and on-premise dining.  In addition to regular updates, the Company will be providing a number of technology updates to the market over the coming months as the SaaS model further develops.

BigDish-to-GO will initially be available to restaurants that have their own delivery capability.  The Company notes that, based on discussions, an increasing number of restaurants have developed their own delivery capability during the pandemic.  With a view to progress beyond the beta phase, the Company is already working with its first last mile partner, which will be integrated with the BigDish app.  Furthermore, the Company already has agreements in place with the first select restaurants that will pilot this product with a view to a much wider rollout.

Funding Update

The Directors remain of the opinion that based on the current information available that the Company has sufficient funding runway until the end of December this year.

The pricing strategy of the SaaS model has yet to be determined.  Given that the technology development for building out the complete SaaS product is ongoing, the Company considers that, alongside technology development, restaurant acquisition is the key focus.  The Company notes that similar SaaS platforms have prices typically in the range of several hundred dollars per month.   

Given that the restaurant industry is expected to take some time to recover, the Company will not be charging restaurants until the SaaS model is further developed.  This not only allows time to develop beyond the beta phase but also provides BigDish the opportunity to support the restaurant industry as it seeks to recover from the pandemic and build goodwill with its restaurant partners. 

The Company did not take into account any revenue assumptions in its assessment regarding having adequate funding runway until the end of December this year.  Once the Company has a clearer understanding of restaurant retention, which it expects to have in September, alongside data relating to both new restaurant acquisition and the uptake of BigDish-to-GO, it will have an indication of the revenue potential for 2021.

The Company is having active discussions with experienced technology investors with regards to further funding.  The Company will update the market should these discussions prove successful. 

Issue of Equity

The Company is closely monitoring its cash position to ensure the business can be adequately managed during this period.  To assist with this, the Company operates a Salary Sacrifice Scheme and encourages the Directors and other employees to participate.

The Company wishes to announce the allotment of a further 9,450,028 Ordinary Shares of no par value in issue (“Ordinary Shares”) under this scheme on 17 July 2020.   Of these, 5,803,177 Ordinary Shares have been issued to Directors and PDMRs (“Salary Sacrifice Shares”) and 3,646,851 Ordinary Shares have been issued to other employees and consultants (“Employee/Consultant Shares”) on the same basis.

The Salary Sacrifice Shares were issued as follows:

  • 3,720,169 Ordinary Shares at 2.06 pence per share have been issued to Monza Capital Ventures Ltd (“Monza”), a party associated with Aidan Bishop (a director of the Company).  Monza have agreed that these Ordinary Shares shall be locked-in for a period of 12 months. 
  • 349.045 stares at a price of 1.87 pence per share have been issued to Jonathan Morley-Kirk (a non executive director to the Company).
  • 842,319 Ordinary Shares at a price of 2.37 pence per share have been issued to Simon Perrée (a non executive director of the Company). 
  • 798,514 Ordinary shares at a price of 1.81 pence per share have been issued to Thomas Sumner, CEO and Person Discharging Management Responsibility (“PDMR”). 
  • 93,130 Ordinary shares at a price of 1.74 pence per share have been issued to Stuart Kemp, CFO and PDMR. 


Copies of the relevant PDMR notifications are set out below.

The pricing of Ordinary Shares issued under the Salary Sacrifice Scheme is determined by calculating the amount sacrificed over the respective quarter divided by the Volume Weighted Average Price (VWAP) of the Ordinary Shares over that particular quarter.

Following this issuance under the salary sacrifice scheme the holdings of the directors and other PDMRs are as follows:

  • Monza, an associated party of Aidan Bishop, has a direct interest in 55,018,687 Ordinary Shares which represents 14.7% of the issued shared capital. 
  • Jonathan Morley-Kirk has an interest in 349,045 Ordinary Shares which represents 0.09% of the issued capital;
  • Simon Perrée has an interest in 1,696,224 Ordinary Shares which represents 0.45% of the issued share capital;
  • Thomas Summer has an interest in 798,514 Ordinary Shares which represents 0.21% of the issued capital;
  • Stuart Kemp has an interest in 1,302,176 Ordinary Shares which represents 0.34% of the issued share capital;

The previous issuance relating to the Salary Sacrifice Scheme was announced on 2 July 2019 relating to the period commencing at the beginning of the third quarter 2018 until the end of the second quarter 2019.  The Company wishes to clarify the details of the Ordinary Shares that were issued at that time.   On 2 July 2019, 11,044,697 Ordinary Shares of which, 3,415,914 were issued to Monza; 496,595 were issued to Jonathan Morley-Kirk; 583,905 were issued to Simon Perrée; and 542,379 were issued to Stuart Kemp.  A further 1,370,593 were issued to Monza as a conversion of advances made to the Company in the amount of £54,008 and were issued on the same terms as the salary sacrifice scheme.  A further 4,635,311 Ordinary Shares were issued in this period to other employees and consultants on the same basis.  Details of the previous PDMR disclosures are set out below.

The Company expects to continue to operate the Salary Sacrifice Scheme on a quarterly basis going forward and has assumed such when determining having sufficient funding runway until the end of December this year.  The Company encourages use of the Scheme in order to be aligned with shareholder interests.   

Application has been made for the Salary Sacrifice Shares and the Employee/Consultant Shares to be admitted to trading (“Admission”) alongside the Deferred Consideration Shares Balance, Pouncer Shares and Fee Shares that were previously announced on 29 June 2020.  Admission is expected to occur on or around 22 July 2020.

Total Voting Rights

Following Admission, the number of Ordinary Shares in issue will be 373,830,623.  Therefore the total number of voting rights in the Company is 373,830,623.  This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change of interest in, the Company under the FCA’s Disclosure Guidance and Transparency Rules.

The Company wishes to remind shareholders that it is a non-UK issuer for the purposes of the Disclosure Guidance and Transparency Rules.  As such, a person must notify the issuer of the percentage of its voting rights he holds as a shareholder if the percentage of voting rights reaches, exceeds, or falls below 5%, 10%, 15%, 20%, 25%, 30%, 50% and 75%.  The Company will make public the notification within three trading days following receipt.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION EU 596/2014 (“MAR”)

Enquiries:

Zak Mir, Digital Communications Officer, BigDish +44 (0) 7867 527659
  zak@bigdish.com
   
Jonathan Morley-Kirk, Non-Executive Chairman jmk@bigdish.com
   

PDMR Notifications

1 Details of the person discharging managerial responsibilities/person closely associated
a) Name Jonathan Morley-Kirk
2 Reason for the notification
a) Position/status Non-Executive Chairman
b) Initial notification/Amendment Initial notification
3 Details of the issuer; emission allowance market participant, auction platform, auctioneer or auction monitor
a) Name BIGDISH PLC
b) LEI 213800XAECC5GN8ZOU38
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a) Description of financial instrument, type of financial instrument   Identification code Ordinary shares       ISIN JE00BG12QT70
b) Nature of the transaction Salary Sacrifice Shares issued relating to the period commencing Q3 2019 to end of Q2 2020
c) Price(s) and volume(s) Price(s) (pence) Volume(s)   349,045 shares at 1.87 pence per share
d) Aggregated information –      Aggregated volume –      Price N/A (single transaction)
e) Date of the transaction 17-7-2020
f) Place of the transaction XLON
1 Details of the person discharging managerial responsibilities/person closely associated
a) Name Simon Perrée
2 Reason for the notification
a) Position/status Non-Executive Director
b) Initial notification/Amendment Initial notification
3 Details of the issuer; emission allowance market participant, auction platform, auctioneer or auction monitor
a) Name BIGDISH PLC
b) LEI 213800XAECC5GN8ZOU38
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a) Description of financial instrument, type of financial instrument   Identification code Ordinary shares       ISIN JE00BG12QT70
b) Nature of the transaction Salary Sacrifice Shares issued relating to the period commencing Q3 2019 to end of Q2 2020
c) Price(s) and volume(s) Price(s) (pence) Volume(s)   842,319 shares at 2.37 pence per share
d) Aggregated information –      Aggregated volume –      Price N/A (single transaction)
e) Date of the transaction 17-7-2020
f) Place of the transaction XLON
1 Details of the person discharging managerial responsibilities/person closely associated
a) Name Monza Capital Ventures Ltd
2 Reason for the notification
a) Position/status Associated with Aidan Bishop, Executive Director
b) Initial notification/Amendment Initial notification
3 Details of the issuer; emission allowance market participant, auction platform, auctioneer or auction monitor
a) Name BIGDISH PLC
b) LEI 213800XAECC5GN8ZOU38
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a) Description of financial instrument, type of financial instrument   Identification code Ordinary shares       ISIN JE00BG12QT70
b) Nature of the transaction Salary Sacrifice Shares issued relating to the period commencing Q3 2019 to end of Q2 2020
c) Price(s) and volume(s) Price(s) (pence) Volume(s)   3,720,169 shares at 2.06 pence per share
d) Aggregated information –      Aggregated volume –      Price N/A (single transaction)
e) Date of the transaction 17-7-2020
f) Place of the transaction XLON
1 Details of the person discharging managerial responsibilities/person closely associated
a) Name Thomas Sumner
2 Reason for the notification
a) Position/status CEO
b) Initial notification/Amendment Initial notification
3 Details of the issuer; emission allowance market participant, auction platform, auctioneer or auction monitor
a) Name BIGDISH PLC
b) LEI 213800XAECC5GN8ZOU38
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a) Description of financial instrument, type of financial instrument   Identification code Ordinary shares       ISIN JE00BG12QT70
b) Nature of the transaction Salary Sacrifice Shares issued relating to the period commencing Q3 2019 to end of Q2 2020
c) Price(s) and volume(s) Price(s) (pence) Volume(s)   798,514 shares at 1.81 pence per share
d) Aggregated information –      Aggregated volume –      Price N/A (single transaction)
e) Date of the transaction 17-7-2020
f) Place of the transaction XLON
1 Details of the person discharging managerial responsibilities/person closely associated
a) Name Stuart Kemp
2 Reason for the notification
a) Position/status Chief Financial Officer
b) Initial notification/Amendment Initial notification
3 Details of the issuer; emission allowance market participant, auction platform, auctioneer or auction monitor
a) Name BIGDISH PLC
b) LEI 213800XAECC5GN8ZOU38
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a) Description of financial instrument, type of financial instrument   Identification code Ordinary shares       ISIN JE00BG12QT70
b) Nature of the transaction Salary Sacrifice Shares issued relating to the period commencing Q3 2019 to end of Q2 2020
c) Price(s) and volume(s) Price(s) (pence) Volume(s)   93,130 shares at 1.74 pence per share
d) Aggregated information –      Aggregated volume –      Price N/A (single transaction)
e) Date of the transaction 17-7-2020
f) Place of the transaction XLON
1 Details of the person discharging managerial responsibilities/person closely associated
a) Name Jonathan Morley-Kirk
2 Reason for the notification
a) Position/status Non-Executive Chairman
b) Initial notification/Amendment Initial notification
3 Details of the issuer; emission allowance market participant, auction platform, auctioneer or auction monitor
a) Name BIGDISH PLC
b) LEI 213800XAECC5GN8ZOU38
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a) Description of financial instrument, type of financial instrument   Identification code Common shares       ISIN JE00BG12QT70
b) Nature of the transaction Shares received under Salary Sacrifice Scheme relating to the period Aug 2018 to end of Q2 2019 announced via RNS on 2 July 2019
c) Price(s) and volume(s) Price(s) (pence) Volume(s)   494,595 shares at 3.35 pence per share
d) Aggregated information –      Aggregated volume –      Price N/A (single transaction)
e) Date of the transaction 2-7-2019
f) Place of the transaction XLON
1 Details of the person discharging managerial responsibilities/person closely associated
a) Name Simon Perrée
2 Reason for the notification
a) Position/status Non-Executive Chairman
b) Initial notification/Amendment Initial notification
3 Details of the issuer; emission allowance market participant, auction platform, auctioneer or auction monitor
a) Name BIGDISH PLC
b) LEI 213800XAECC5GN8ZOU38
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a) Description of financial instrument, type of financial instrument   Identification code Common shares       ISIN JE00BG12QT70
b) Nature of the transaction Shares received under Salary Sacrifice Scheme relating to the period Aug 2018 to end of Q2 2019 announced via RNS on 2 July 2019
c) Price(s) and volume(s) Price(s) (pence) Volume(s)   583,905 shares at 3.13 pence per share
d) Aggregated information –      Aggregated volume –      Price N/A (single transaction)
e) Date of the transaction 2-7-2019
f) Place of the transaction XLON
1 Details of the person discharging managerial responsibilities/person closely associated
a) Name Monza Capital Ventures Ltd
2 Reason for the notification
a) Position/status A party associated with Aidan Bishop, Executive Director
b) Initial notification/Amendment Initial notification
3 Details of the issuer; emission allowance market participant, auction platform, auctioneer or auction monitor
a) Name BIGDISH PLC
b) LEI 213800XAECC5GN8ZOU38
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a) Description of financial instrument, type of financial instrument   Identification code Common shares       ISIN JE00BG12QT70
b) Nature of the transaction Shares received under the Salary Sacrifice Scheme relating to the period Aug 2018 to end of Q2 2019 and conversion of debt announced via RNS on 2 July 2019
c) Price(s) and volume(s) Price(s) (pence) Volume(s) 3,415,914 shares at 3.15 pence per share 1,370,593 shares at 4.23 pence per share
d) Aggregated information –      Aggregated volume –      Price 4,786,507 shares at 3.5 pence per share
e) Date of the transaction 2-7-2019
f) Place of the transaction XLON
1 Details of the person discharging managerial responsibilities/person closely associated
a) Name Stuart Kemp
2 Reason for the notification
a) Position/status Chief Financial Officer
b) Initial notification/Amendment Initial notification
3 Details of the issuer; emission allowance market participant, auction platform, auctioneer or auction monitor
a) Name BIGDISH PLC
b) LEI 213800XAECC5GN8ZOU38
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a) Description of financial instrument, type of financial instrument   Identification code Common shares       ISIN JE00BG12QT70
b) Nature of the transaction Shares received under Salary Sacrifice Scheme relating to the period Aug 2018 to end of Q2 2019 announced via RNS on 2 July 2019
c) Price(s) and volume(s) Price(s) (pence) Volume(s)   542,379 shares at 3.13 pence per share
d) Aggregated information –      Aggregated volume –      Price N/A (single transaction)
e) Date of the transaction 2-7-2019
f) Place of the transaction XLON
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