ELEG Electric Guitar Plc

 

THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR IN OR INTO ANY OTHER JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.

 

UNLESS OTHERWISE INDICATED, CAPITALISED TERMS IN THIS ANNOUNCEMENT HAVE THE MEANINGS GIVEN TO THEM IN THE DEFINITIONS SECTION IN APPENDIX 4 OF THIS ANNOUNCEMENT.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (596/2014/EU) AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED) ("MAR").  IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY MAR.  UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.

 

15 April 2024

 

Electric Guitar PLC

 

("Electric Guitar" or the "Company")

 

Proposed acquisition of 3radical Limited, fundraising, Board changes, admission to AIM and notice of General Meeting

 

The Board of Electric Guitar PLC (LSE: ELEG), the Special Purpose Acquisition Company seeking acquisitions in the digital marketing and advertising industry as a provider of first-party data solutions, is pleased to announce the final terms for the proposed acquisition of 3radical Limited, a marketing technology company for consumer data acquisition and audience engagement solutions, a fundraising and application for admission of the Company's issued and to be issued ordinary shares to trading on AIM.

 

Key highlights:

 

·    Acquisition of 3radical for approximately £1.28 million, to be satisfied through the issue of 61,184,843  new Ordinary Shares.

·    £1.32 million raised (before expenses) through a Placing and Subscription at 2.1p per share, alongside approximately £0.88 million of costs and liabilities being satisfied through the issue of new Ordinary Shares at the Issue Price.

·    The net proceeds of the Fundraising will provide the Enlarged Group with a strengthened balance sheet and additional working capital to enable it to invest in the growth of 3radical and implement the strategy of the Enlarged Group.

·    Application for admission to AIM of the Enlarged Share Capital and concurrent cancellation of of the Existing Ordinary Shares from the standard segment of the Official List and trading on the Main Market, to become effective on or around 3 May 2024.

·    The Proposals are subject to, inter alia, shareholder approval of resolutions to be proposed at a General Meeting on 1 May 2024.

·    Based on the issue price of 2.1p per share, the market capitalisation of the Enlarged Group will be approximately £4.70 million on Admission.

·    David Eldridge, a founder and the Chair of 3radical, Caroline Worboys and Grahame Cook will be appointed as Non-Executive Directors of the Company, and Sarfraz Munshi will leave the Board.

·    The Directors and senior management of the Company will own approximately 12 per cent of the issued Ordinary Shares on Admission.

·    The Company has made a request to the FCA for the suspension of the Existing Ordinary Shares on the standard segment of the Official List to be lifted so that trading in the Existing Ordinary Shares on the Main Market can resume. A further announcement in this regard will be made in due course.

·    The Ordinary Shares will continue to trade under the ticker ELEG from Admission and will retain the ISIN of GB00BN11T727 and SEDOL of BN11T72.

 

John Regan, Chief Executive Officer of Electric Guitar PLC, commented:

 

"We are delighted to announce final terms to acquire 3radical, a fundraising and our application to be quoted on AIM. We believe that 3radical's sophisticated customer engagement and first-party data technology align perfectly with our strategy to acquire businesses that help marketers maximise the value of first-party data.

 

"I would like to thank both new and existing investors who have shown their support during the fundraising process, and I believe that this is a testament to our Company being well-positioned to capitalise on the changing regulatory environment in digital marketing and advertising, especially during the global pivot away from third-party cookies.

 

"We believe that our admission to AIM will provide us with further access to growth capital, which will enhance our strategy to acquire and invest in businesses operating in similar industries, and we look forward to updating the market on future opportunities in due course."

 

David Eldridge, Chairman of 3radical, commented:

 

"By our admission to AIM through our reverse takeover with Electric Guitar, we believe we will have access to the funding, talent, and profile to grow our business and enhance our technology.

 

"With the current shift in the structure of the online marketing and advertising industry towards first-party data solutions, we believe that the enlarged group is in a strong position to capitalise on this trend and enhance shareholder value."

 

Details of the Proposals, Admission Document and General Meeting

 

Appendix 1 to this announcement sets out further details of the Proposals, including the background to and reasons for the Acquisition, details of 3radical and the strategy of the Enlarged Group, as extracted from the Company's AIM Admission Document published today ("Admission Document").

 

Appendix 2 sets out the historical financial information of 3radical.

 

The Admission Document which contains the Notice of General Meeting will be posted to Shareholders today and will be available on the Company's website later today at www.electriguitarplc.com.

 

Resolutions to implement the Proposals will be put to Shareholders at the General Meeting to be held at 9 a.m. on 1 May 2024 at the offices of BDB Pitmans LLP, One Bartholomew Close, London, EC1A 7BL.

 

Axis Capital Markets and Allenby Capital are acting as Joint Brokers to the Company in relation to the Placing and Admission. Allenby Capital is also acting as Nominated Adviser to the Company.

 

Cancellation of admission to the Official List and to trading on the Main Market

 

The Company announced on 13 March 2024 the proposed cancellation of admission of the Existing Ordinary Shares to the standard segment of the Official List and to trading on the Main Market.  Subject to the passing of the Resolutions at the General Meeting, the Company now intends to request that the Cancellation takes effect at 07.30 a.m. on 3 May 2024, in conjunction with Admission that day, and accordingly, the last day of trading in the Existing Ordinary Shares on the Main Market will be 2 May 2024.

 

Expected timetable of principal events

 

Publication and posting to Shareholders of this document and the Form of Proxy	15 April 2024
Latest time and date for receipt of votes by Proxy and receipt of electronic proxy appointments via the CREST system	9.00 a.m. on 29 April 2024
General Meeting	9.00 a.m. on 1 May 2024
Cancellation of listing on the standard segment of the Official List (standard segment) and trading on the Main Market	7:30 a.m. on 3 May 2024
Completion of Acquisition*	8:00 a.m. on 3 May 2024
Admission effective and dealings in the Englarged Share Capital commence on AIM*	8:00 a.m. on 3 May 2024
Expected date for CREST accounts to be credited in respect of New Ordinary Shares to be held in uncertificated form*	3 May 2024
Dispatch of definitive share certificates in respect of New Ordinary Shares, where applicable*	Within 14 days of Admission

 

*Assuming the Resolutions are passed at the General Meeting.

 

All future times and/or dates referred to in this document are subject to change at the absolute discretion of the Company and Allenby Capital, and if any of the above times or dates should change, the revised times and/or dates will be notified by an announcement on a regulatory information service. All references to times in this document are to London times.

 

Directors' declaration

 

For the purposes of Listing Rule 5.6.15G:

 

1)    the directors of the Company consider that this announcement contains sufficient information about the business to be acquired (3radical) to provide a properly informed basis for assessing its financial position; and

 

2)    the Company has made the necessary arrangements with the vendors of 3radical to enable it to keep the market informed without delay of any developments concerning 3radical that would be required to be released were 3radical a subsidiary of the Company.

 

Related party transactions

 

Appendix 3 sets out certain related party transactions with the Directors and Sanderson Capital Partners Limited, an 18.33 per cent shareholder of the Company.

 

The terms and definitions used in this announcement have the same meaning as ascribed to them in Appendix 4 of this announcement unless otherwise stated.

 

Important notices are set out at the end of this announcement.

 

For further information:

 

Electric Guitar PLC John Hutchinson Chair  01189 570 444     Allenby Capital (Nominated Adviser and Joint Broker) Jeremy Porter Piers Shimwell Dan Dearden-Williams     020 3328 5656   Axis Capital Markets (Joint Broker) Richard Hutchison 020 3026 0320     Yellow Jersey PR Sarah Hollins Annabelle Wills Bessie Elliot     020 3004 9512 electric@yellowjerseypr.com

 

 

APPENDIX 1

 

DETAILS OF THE PROPOSALS

 

The following information has been extracted without amendment from Part I and Part II of the Company's Admission Document published today. References to 'paragraphs', 'Parts' and 'this document' in this Appendix 1 relate to the Company's Admission Document which will be available later today on the Company's website at www.electricguitarplc.com.

 

PART I

LETTER FROM THE CHAIR OF ELECTRIC GUITAR PLC

1.      Introduction

 

The Board is pleased to inform Shareholders that final terms have been agreed for the proposed Acquisition of the entire issued and to be issued share capital of 3radical, a marketing technology company for consumer data acquisition and audience engagement solutions. The total consideration for the Acquisition is £1,284,882 based on Locked Box Accounts and is subject to customary adjustments for any financial "leakage" (excluding permitted leakage) from 3radical to the Sellers during the period from the Locked Box Date until Completion. The consideration is to be satisfied by the issue of the Consideration Shares on Admission.

 

The Company's strategy, as outlined at the time of its admission to the standard segment of the Official List, is to seek acquisitions in the digital media sector and to act as a consolidator and operator in the digital marketing and advertising market, focused principally on First Party Data solutions. The Existing Directors believe that the Acquisition represents a significant opportunity as it not only aligns with the Company's stated strategy, but also brings a quality product, management team and business which the Existing Directors believe provides significant growth potential.

 

The Acquisition amounts to a reverse takeover under the Listing Rules and therefore the Acquisition is conditional, inter alia, on the approval by Shareholders of the Resolutions to be proposed at the General Meeting, which is being convened for 9.00 a.m. on 1 May 2024, notice of which is set out at the end of this document.

 

In addition to the Acquisition, the Company announced on 15 April 2024 that it has conditionally raised approximately £1.32 million before expenses, pursuant to the Placing and Subscription at the Issue Price, alongside approximately £0.88 million in liabilities being satisfied through the Equity Settlement. The net proceeds of the Fundraising will provide the Enlarged Group with a strengthened balance sheet and additional working capital to enable it to invest in the growth of 3radical and implement the strategy of the Enlarged Group.

 

Alongside the Acquisition and the Fundraising, the Company is seeking the admission of the Enlarged Share Capital to trading on AIM and the cancellation of the admission of the Existing Ordinary Shares to the standard segment of the Official List and to trading on the Main Market immediately prior to Admission.

 

The Company is also seeking certain amendments to its Articles, details of which are set out in resolution 5 of the Notice of General Meeting.

 

The Proposals are conditional upon, inter alia, the Resolutions being passed at the General Meeting and Admission. Shareholders should note that the Resolutions required to enable the Proposals to occur are inter-conditional and, consequently, if any of the Resolutions to be proposed at the General Meeting relating to the Proposals are not passed, the Acquisition, the Fundraising, the Equity Settlement and Admission will not occur and the Existing Ordinary Shares will continue to be admitted to the Official List and to trading on the Main Market. In such event, proposals will be put to Shareholders as to the continuation and future strategy of the Company. If the Resolutions are approved at the General Meeting and the other conditions set out in the Acquisition Agreement and the Placing Agreement are met, it is expected that the Acquisition, Fundraising, Cancellation and Admission will become effective, and dealings in the Enlarged Share Capital will commence on AIM, on or around 3 May 2024. Further details of the General Meeting are set out in paragraph 20 of this Part I.

 

The Existing Directors consider the Acquisition to be an excellent opportunity for the Company and in the best interests of the Company and Shareholders as a whole. Accordingly, the Existing Directors recommend unanimously that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting.

 

The purpose of this document is to provide details of the Acquisition, the Fundraising and Admission and to explain why the Existing Directors believe that the Proposals are in the best interests of the Company and Shareholders as a whole and to recommend that Shareholders vote in favour of all the Resolutions at the General Meeting. The Existing Directors have irrevocably undertaken to vote in favour of all the Resolutions in respect of their beneficial holdings of Ordinary Shares, comprising in aggregate 7,341,000 Ordinary Shares (being 12.69 per cent. of the Existing Ordinary Shares). In addition, certain other Shareholders have irrevocably undertaken to vote in favour of the Resolutions in respect of their beneficial holdings of Ordinary Shares, comprising in aggregate 25,065,000 Ordinary Shares (being 43.32 per cent. of the Existing Ordinary Shares). The Notice of General Meeting, which has been convened for 9.00 a.m. on 1 May 2024, is set out at the end of this document.

 

You should read the whole of this document, which comprises an Admission Document prepared under the AIM Rules for Companies, and your attention is drawn in particular to the risk factors set out in Part III of this document.

 

2.      Background to Electric Guitar

 

Electric Guitar was incorporated in March 2021 as a special purpose acquisition company to seek acquisitions in the digital media sector and with the intention to act as a consolidator and operator in the digital marketing and advertising market.

 

Electric Guitar was formed by a team of digital, data, content and technology entrepreneurs with a 30-year track record of founding, acquiring and growing successful businesses in the data, digital and media sectors. It was admitted to the standard segment of the Official List and trading on the Main Market in January 2022 to acquire and grow such businesses, with a view specifically to creating a world-class enterprise delivering the technology and data that marketers need to build meaningful consumer connections in the post-Cookie, 'People First' world.

 

The Company will continue this strategy after the Acquisition and Admission, seeking to identify and invest in businesses capable of gathering and exploiting data to maximise marketing return on investment through targeting, connected experiences, optimisation, measurement and attribution.

 

3.      Market background

 

Summary

The advertising and marketing industries have been disrupted by a number of structural changes, including digital privacy legislation, Generative AI and changes in consumer expectations, as further detailed below.

 

Before the advent of the internet, advertisers and marketers would reach their target audience by airing advertisements on television or radio at certain times of the day, publishing them in newspapers and magazines that their audience might read, or using billboards in places where their audience would see them.

 

With the global reach of the internet and its extensive use for social media and purchasing activity, advertisers and marketers now use digital advertising to gain access to users of personal computers and mobile devices such as smartphones. This includes publishing promotional material through online platforms such as social media, search engines, websites, in App, and any other format that can be accessed digitally. Digital advertisements work by using internet-based advertising tools to research, manage, track, analyse, and improve online advertising campaigns. Many of these advertising tools use Third Party Data harvested by Third Party Cookies to help them identify and target customers.

 

The broad drift of consumer viewing away from historic media channels such as broadcast television, radio, newspapers and magazines, to web-based services has led to traditional marketing and advertising channels giving way to insights-driven targeting, based around data collected from individual users' web browsing activities. This is reflected in advertising spending habits. Global digital advertising spend already represents over 50 per cent. of the overall advertising market. In 2023, approximately 67 per cent. of all spending was projected to be on digital advertising, rising to approximately 74 per cent. in 2027, an increase from a forecast of approximately US$602 billion in 2023 to approximately US$871 billion in 2027.

 

In addition, the US, UK and EU identity, data, technology and services segment (including spending on identifying the market audience, data (including First Party Data) and data analytics) - an area of focus of the Company - is projected to grow at a CAGR of 8.3 per cent. between 2022 and 2026 and is estimated to be worth US$51 billion in 2023.

 

The Directors believe that the combination of growth and disruption are causing the marketing environment to become more challenging for large incumbent service providers, who can be expected to continue focusing on defending their existing high margin business of mediating between marketers and consumers, rather than risk cannibalising it through technology-enabled automated personalisation, favouring nimbler, technology-oriented businesses.

 

Third Party Cookies

Third Party Cookies track individual user activity across multiple websites, building up a large amount of information on browsing behaviour over a period of time. A major use of this information is to serve, target and personalise digital advertising.

 

Cookies were first used in the 1990s for personalising website content, when there was little consideration of the impact they might have on an individual's privacy. Since then, online ad-networks which rely heavily on Cookies to collect and sell Third Party Data to advertisers have proliferated, with several becoming globally significant gateways between product and service providers and their customers. According to online research firm Statista, it was projected that Google/Alphabet has a 39 per cent. share of digital advertising spend in the US, followed by Facebook/Meta with 18 per cent. and Amazon with 7 per cent. Google claims that the Google Display Network reaches 90 per cent. of all internet users, whilst Facebook claims it reaches 2.9 billion users, which is approximately 50 per cent. of all internet users. As such, these platform operators have, and continue to gather, enormous quantities of data on consumers.

 

Digital privacy legislation

Efforts to protect digital privacy by regulating online surveillance by ad-networks and other organisations have developed in the EU and UK through the General Data Protection Regulation, and in multiple states in the US led by the California Consumer Privacy Act ("CCPA") and are now under discussion at federal level. Data protection legislation in the APAC region is also undergoing significant change, with most of the mature economies expected to amend or create laws to align with the EU.

 

Data Control In the UK

Generally, personal data under the GPDR and the UK GDPR is any kind of information that can be directly or indirectly related to a living individual and therefore directly identify the data subject or reverse engineered to identify the data subject. This includes anything from names, email addresses, social security numbers, device identifier, Internet Protocol ("IP") addresses, browser specifications, search history and Unique Identifiers ("UID"). Most Cookies contain a UID which is stored on a user's browser after a website visit and so are governed by GDPR and UK GDPR.

 

In the UK, the Information Commissioner's Office ("ICO") monitors adherence to the UK GDPR and the Data Protection Act 2018 (DPA). UK GDPR is the retained EU law version of GDPR as it forms part of UK law. The principles of UK GDPR are set out below under the heading "Data control in the EU".

 

The DPA 2018 sets out the framework for data protection law in the UK and sits alongside and supplements the UK GDPR.

 

In addition, the Privacy and Electronic Communications Regulations 2003 ("PECR") applies specifically to privacy and electronic communications, and the rules (for example, user consent) take precedence over the UK GDPR. PECR also covers the use of similar technologies for storing or accessing information, such as Flash Cookies and device fingerprinting.

 

Currently UK GDPR requires websites to obtain user consent before activating Cookies that will process personal data. The current UK legislation is being updated by the UK Data Protection and Digital Information (No.2) Bill which aims to simplify UK GDPR compliance in lower-risk situations such as direct marketing. As of the date of this document, it has passed through its third reading. It is currently at the House of Lords where it has been introduced and is under consideration, and is expected to become law in 2024.

 

Data control in the EU

In the EU, the use of Cookies and trackers on websites is regulated by the GDPR and Privacy and Electronic Communications (EC Directive) Regulations 2003, which are law in all EU member states. The GDPR governs the processing of personal data of individuals inside the EU, and most Cookies today collect personal data from users when they visit websites. The GDPR requires websites to obtain user consent before activating Cookies that will process personal data. Websites are not allowed to activate Cookies and trackers that process personal data unless the user has first consented to it, unless the Cookies can be deemed strictly necessary for the basic functions of the website.

 

In February 2022 a landmark European ruling against the Internet Advertising Bureau ("IAB") (the industry body for digital advertising) declared that the majority of Cookie-based digital advertising practices are 'illegal'. The IAB has since responded with a series of appeals, but the implications of this judgment are expected to be far reaching. Discussion around this judgment is ongoing. However, privacy legislation has continued to evolve towards a new privacy-centric data environment in the last year.

 

On 7 March 2024, in response to the appeals submitted by the IAB, The European Court of Justice ruled that IAB Europe's advertising model falls under GDPR jurisdiction. This ruling emphasises the need for stricter consent requirements, increased transparency, and has potential impacts on real-time bidding in digital advertising. Whilst the exact implications of this ruling remain to be seen, this decision underscores the need for explicit user consent for data processing, including the use of Third Party Cookies, and is likely to further shift focus towards First Party Data and privacy-friendly advertising technologies.

 

The European Data Act ("EDA") became law on 11 January 2024. This is designed to sit alongside the GDPR, amongst other initiatives. The EDA creates a privacy-centric framework to allow businesses to share data.

 

Data control in the US

In the US, the use of Cookies and the processing of personal information is not regulated on a federal level as it is in the EU by the GDPR. Instead, some states have their own set of laws governing personal information collection and digital privacy, while other states have no real protection for users.

 

In the US, the most extensive data protection legislation relating to Cookie control is the CCPA. This took effect in January 2020 and only applies to the state of California. The CCPA grants consumers the right to request disclosure of the categories and specific pieces of personal information that a business has collected on them. It also grants consumers the right to request deletion, as well as the right to opt out of having their data sold to third parties. The CCPA requires that users are informed about the Cookies in operation on a website, what kind of personal information they collect and for what purposes. The CCPA also requires websites to inform users of the third parties with whom they share their personal information. Other states in the United States are looking to follow California's lead. Nevada has passed its online privacy amendment, and proposals in New York and Washington, D.C. appear to be gaining momentum.

 

In 2023, five new state-level data privacy acts came into force in Virginia, Colorado, Connecticut, Utah, and California. In 2024, additional regulations are expected in Texas, Oregon, and Montana. The California Privacy Rights Act (CPRA) builds off the California Consumer Privacy Act (CCPA), creating a dedicated agency for enforcement and clarifying consumer rights regarding personal data. Also in 2023, the American Data Privacy and Protection Act was proposed in the US House of Representatives and is still under review. If enacted, it could harmonise data protection regulations throughout the US, thereby simplifying the present system of varying state laws.

 

The UK-US data bridge came into force on 12 October 2023. This arrangement simplifies the transfer of data from the UK to the US and it enables UK citizens to access a redress mechanism if they believe their data has been accessed unlawfully by US authorities. The UK-US bridge is not reciprocal. US companies transferring data to the UK must comply with UK legislation.

 

On 28 February 2024 President Biden issued an executive order focused on safeguarding personal and sensitive information, including geolocation data and certain kinds of personally identifiable information (PII).

 

Data Control in APAC

Data protection legislation in the APAC region is undergoing significant changes. Throughout 2024, privacy laws in the region are expected to have grown significantly since 2021. Several key jurisdictions, including China, Thailand, Indonesia, and Sri Lanka, have either adopted or are in the process of implementing comprehensive privacy laws. India and Vietnam are also thought likely to introduce significant privacy laws. Mature jurisdictions like Australia, Japan, Korea, New Zealand, and Singapore are amending their laws to align more closely with European privacy rules.

 

Web browsers

As early as 2013, concern around Third Party Cookies emerged and two web browsers, Safari and Firefox, took action to block them. As of August 2023 these two accounted for approximately 23 per cent. of the web browser market. In January 2020, Google announced plans to follow suit by planning to phase out support for Third Party Cookies in their browser, Chrome, with the intention of doing this within two years. As of January 2024, Google started restricting Third Party Cookies by default for 1 per cent. of Chrome users. This is part of a testing phase, with plans to ramp up to 100 per cent. of users from Q3 2024, subject to addressing any remaining competition concerns of the UK's Competition and Markets Authority (CMA).

 

As of August 2023 Chrome accounted for approximately 64 per cent. of the global web browser market, which means that, by the end of 2024, around 87 per cent. of internet users are expected to be using browsers which block Third Party Cookies on the basis that Safari, Firefox and Chrome's share of the web browser market remains constant.

 

This rapid and substantial change to the digital marketing industry is impacting a broad range of businesses, including brands advertising products and services online, ad-networks, data vendors, publishers, social media, media buyers, and news organisations that populate the web with such advertisements.

 

Advertising data accessibility

As a result of structural changes such as changes in legislation and consumer attitudes, and blocking of Third Party Cookies, a large portion of consumer data previously accessible to marketers is now held and controlled by Microsoft, Alphabet (Google), Meta (Facebook), Apple and Amazon (together known as MAMAA), who between them receive 67 per cent. of advertising revenue. As a result of the increased focus on privacy, these organisations are increasingly restricting the way in which advertisers can access this data. Whilst targeting is still possible within the MAMAA platforms, marketers are now forced to rely on MAMAA to measure campaign effectiveness and provide undisclosed campaign optimisation created by opaque Machine Learning driven processes. This has led to concerns about transparency and lack of control.

 

Generative AI

The use and capabilities of Generative AI, such as ChatGPT, are rapidly expanding. The ability to automate content creation, generate and implement media plans autonomously, and replace traditionally people-oriented services like campaign account management, is already hastening the shift to data-driven, personalised marketing. It is therefore expected that rather than a traditional "scatter gun" or "one-size fits all" approach, brands will have to deliver much more varied content driven by exponentially more data points that Generative AI creates, and they will have to obtain and make sense of the data in order to capitalise on it.

 

However, because much of the data controlled by MAMAA is highly relevant for personalisation, the rapid increase of the use of Generative AI in marketing has increased advertisers' concerns about data access. As Generative AI is increasingly adopted to drive personalisation, and as Generative AI in marketing is particularly reliant on this type of data, MAMAA will have more potential to control how brands communicate with their customers.

 

Structural change: marketers are shifting their strategies towards 'People First' marketing

In the Company's chosen sphere of interest - digital marketing and advertising - the Directors believe that the market has been disrupted and continues to be disrupted by a number of structural changes, including the following:

 

●       Legislation: The privacy landscape has changed significantly due to the introduction of the GDPR in the UK and EU and other privacy regulations, and consequential actions taken by MAMAA to retain consumer data for themselves. Alphabet's move to 'depreciate' Google's Third Party Cookies - once integral to online advertising - further fuels this disruption, with, as previously stated, around 87 per cent. of these Cookies expected to be blocked by the end of 2024. The significance of this is that the MAMAA companies have superior consumer insight compared to that of advertisers and marketers.

 

●       Generative AI: Generative AI's ability to personalise content offers the potential of true one-to-one marketing at scale, which is a huge opportunity for marketers to understand their consumers better. However, it requires the right data for this to work, and much of that is increasingly controlled by MAMAA. This adds to already existing concerns about the extent of MAMAA's control of data.

 

●       Consumer expectations: Consumers, whilst expressing concerns about data harvesting (only 33 per cent. believe advertisers use their data responsibly), also expect greater personalisation from advertisers. 86 per cent. of consumers say data privacy is a growing concern, but at the same time 71 per cent. expect companies to deliver personalised interactions.

 

The aforementioned changes to the privacy landscape have made Third Party Data more difficult to access. Simultaneously, Generative AI has made data-driven one-to-one marketing more accessible, and consumers are concerned about both privacy and restricting access to their data, as well as wanting more personalised experiences that require access to their personal data.

 

As a result of these changes, business leaders, particularly CEOs and Chief Marketing Officers (CMOs), are recognising the need for 'People First' marketing: a trusted, mutually beneficial relationship with consumers to directly access their data in exchange for more personalised experiences. They are shifting their marketing strategies to reflect a greater emphasis on the use of transparently collected First Party Data to support two- way interactions, tailored dialogues and engaging relationships, which offer a value exchange between consumers who want a personalised experience and advertisers who need access to their data. This contrasts with the traditional process of high frequency advertisements broadcast to high volume audiences in the hope that a message will sink in.

 

This shift is evident in the growing emphasis on more meaningful engagement with consumers: 69 per cent. of business leaders are increasing their investment in personalisation despite economic headwinds; 78 per cent. of businesses consider First Party Data to be the most valuable source of data for personalisation; 49 per cent. of CMOs prioritise more meaningful engagement with consumers; 60 per cent. of CMOs plan to increase spend on acquiring First Party Data; and 79 per cent. of marketers are prioritising tracking online behaviour as necessary for success.

 

Conclusion

Digital advertising spending is forecast to increase to US$871 billion by 2027, but the challenging macroeconomic environment, coupled with the evolving regulatory environment, the transformative power of new technologies, and the dynamic landscape of consumer behaviour, mean that innovation and adaptation are critical to success. The Directors believe that the marketing environment is becoming more complicated for large incumbent service providers, favouring nimbler, technology-oriented businesses.

 

4.      Information on 3radical

 

Led by an experienced team of marketing technology professionals, 3radical has created and proven a Software as a Service (SaaS) platform, 3radical Voco, which enables organisations to engage individuals and request their data directly, using progressive and interactive digital experiences, at scale. This data can be critical for marketing and for providing a compelling customer experience, optimising communications, designing products and services and, ultimately, driving revenues.

 

The Directors believe that the 3radical Voco platform, which creates meaningful engagement with consumers and collects First Party Data, is well positioned to capitalise on the market disruption and consequent strategic shift in marketing processes described in paragraph 3 above. The Platform is already deployed by some major brands in the UK, US and APAC.

 

The Directors also believe that Voco Solution Portal (VSP), a development of 3radical Voco which has entered beta testing and is expected to be commercially launched during the summer of 2024, will enhance 3radical's ability to grow revenue through new business.

 

Details on the business and operations of 3radical are set out in Part II of this document (Information on 3radical Limited).

 

5.      Reasons for the Acquisition

 

The Existing Directors believe the Acquisition represents an excellent first step in implementing the Company's stated strategy in the digital marketing and advertising sector. The Existing Directors believe the Acquisition is an opportunity to create a global platform from which to build a data-centric business, capitalising on disruption in the digital advertising market driven by increased emphasis on data privacy, the removal of Cookies in 2024, increased consumer demand for engaging, personalised and connected brand experiences, and the advent of Generative AI.

 

The Existing Directors believe that the key benefits of the Acquisition are as follows:

 

●       Strategic positioning: The Acquisition will position the Enlarged Group for the next stage of its development by further raising its profile and enhancing shareholder value. By utilising 3radical's technology, the Acquisition provides the Enlarged Group with a platform for future growth, thereby potentially attracting other acquisition opportunities and wider pools of capital.

 

●       Accelerating market opportunity: The need for First Party Data solutions has become increasingly urgent for marketers, as not only are the Third Party Cookies that have enabled consumer targeting disappearing from their toolkits, but Generative AI is rapidly creating expectations of much more personalised consumer conversations. The Existing Directors believe 3radical provides an excellent basis for solving these marketing challenges.

 

●       Experienced management: 3radical has an experienced and long-standing management team who have developed the 3radical Voco engagement technology platform. Under the guidance of the experienced New Board, and as part of a group focused entirely on delivering the development and growth of businesses in data, digital and media, the Existing Directors believe that this team will thrive.

 

●       Opportunities to leverage the 3radical business: 3radical's technology will complement the products and services of other potential acquisition targets.

 

●       Footprint in EMEA, APAC and US: creating a global business is key to maximising future growth. 3radical has established client relationships in the US, across Europe, and in APAC via its office in Singapore, and this offers an excellent opportunity to grow in these markets and to introduce future acquisitions to global markets.

 

The Existing Directors believe that under the guidance of the New Board, and as part of the Enlarged Group with access to complementary management expertise and strategies, as well as additional sales and marketing resources, the development of 3radical's business will accelerate.

 

6.      Principal terms of the Acquisition

 

Under the terms of the Acquisition Agreement, the Company has conditionally agreed to acquire the entire issued and to be issued share capital of 3radical for a total consideration of £1,284,882 based on the Locked Box Accounts subject to customary adjustments for any financial "leakage" (excluding permitted leakage) from 3radical to the Sellers, during the period from the Locked Box Date until Completion. The consideration for the Acquisition will be satisfied by the issue of the Consideration Shares to the Sellers on Admission.

 

Completion is subject to, inter alia, the passing at the General Meeting of the Resolutions, there not having been any material adverse change in relation to either 3radical or the Company since the date of the Acquisition Agreement and Admission having occurred. The conditions to the Acquisition Agreement must be satisfied or waived on or before 15 May 2024 or such other date as may be agreed by the Company and the Sellers' representative.

 

The Acquisition Agreement contains customary warranties and indemnities from the Principal Sellers in favour of the Company subject to certain limitations, in particular as to the maximum amounts which may be claimed. The Company has taken out warranty and indemnity insurance of up to £1,284,882 to provide additional protection in respect of any claims that may arise under such warranties and indemnities.

 

The Minority Agreements are conditional on Completion and are subject to the provisions of the Acquisition Agreement relating to the Locked Box Accounts, including certain adjustments for any financial "leakage" (excluding permitted leakage) from 3radical to the Sellers during the period from the Locked Box Date until Completion.

 

Application will be made to the London Stock Exchange for the Consideration Shares to be admitted to trading on AIM. Admission of the Consideration Shares is expected to become effective on 3 May 2024. The Consideration Shares will be issued fully paid and, following allotment, will rank in full for all dividends or other distributions hereafter declared, made or paid on the Ordinary Shares of the Company and will rank pari passu in all other respects with all other New Ordinary Shares and Existing Ordinary Shares in issue on Admission.

 

Further details of the Acquisition Agreement and the Minority Agreements are set out in paragraph 10 (h) of Part VII of this document.

 

7.      Strategy of the Enlarged Group

 

Structural shift

As the advertising market adjusts to the privacy-centric environment, business leaders are evolving their marketing to reflect a 'People First' focus on valued consumers, rather than relying on commoditised data to continually attract new audiences.

 

The Company's strategy therefore continues to be to capitalise on this structural disruption in the marketing industry. The Company will invest in becoming a leading provider of First Party Data solutions for the marketing and advertising industry, aiming to make it the provider of choice, both for marketers seeking solutions to gain First Party Data and then realise the value of it, and for technology developers looking to secure and enhance the future of their businesses.

 

The Company will continue to seek acquisitions that offer not only complementary technologies to those provided by 3radical, but also access to additional clients, geographical markets and verticals. The key acquisition criteria Electric Guitar will consider include:

 

·      operating in segments where opportunities exist to develop or expand digital media and/or data services revenues;

·      existing high-quality clients;

·      complementary or supplementary management and/or technology to existing businesses within the Enlarged Group;

·      companies that provide the foundation or platform for a scalable business which generates substantial and sustainable free cash flow over time;

·      the ability to grow with additional capital and/or be replicated in other markets;

·      having a sustainable competitive advantage or a unique selling proposition, arising from a product or service that is in high demand;

·      the potential for near-term cash flow and development success and a significant return for Shareholders; and

·      being able to be funded adequately to deliver a realistic plan of achieving credible milestones and significant growth opportunities for Shareholders.

 

This approach is coupled with a belief by the Directors that relatively high interest rates are leaving many growth-oriented technology companies with less access to the capital they need, resulting in lower expected valuations by their founders and investors, and creating more opportunities for the Company to acquire complementary technology businesses at more attractive valuations.

 

In conjunction with this, the Directors believe that the Company's quoted shares may represent a more attractive form of consideration than a straight cash exit, as sellers of businesses will not only be gaining access to the benefits of complementary and experienced management, growth capital and operational synergies, but also the opportunity for the equity consideration they receive to increase in value over time to levels reflecting their aspirations as these benefits are realised.

 

Commercial Strategy

 

·     Sales and marketing

On Completion, the Company has an extensive and detailed plan to invest in marketing resources to support sales and sales pipeline generation. This will include, but not be limited to, website utilisation, advertising, and exhibiting at industry events. The Company will investigate the needs of specific market sectors and create tailored product offerings designed to appeal to verticals such as retail, e-commerce and financial services. Potential opportunities include vertical specific measurement and analysis dashboards, vertical specific experiences, and integration with vertical specific platforms such as Shopify for e-commerce.

 

·     Dedicated sales and marketing staff

3radical has been preserving capital by largely relying on resellers for sourcing new customers, whilst focusing its own resources on signing up those new customers and providing sales and deployment support. On Completion, the Company plans to create a sales team dedicated exclusively to sourcing business which is anticipated to scale with the success of the Enlarged Group.

 

Sales and marketing will also complement the anticipated roll out of VSP, a version of the Platform with a simpler user interface, designed to appeal not only to marketing teams in larger organisations, but also to a new target market of agencies, marketing departments of enterprises and large SMEs wanting to deploy 3radical solutions quickly and with minimal support. Further information on VSP is provided in paragraph 3 of Part II of this document.

 

·     Client Development

 

Standard Clients

By freeing up the existing team from the responsibility for sourcing new business, the Company will enable them to focus more on existing clients and grow client revenue further. Additionally, following Completion, the Company intends to invest in more dedicated account management and customer success resource over time, to grow existing clients and support new clients as the business grows. The Company will also seek opportunities for 3radical to cross-sell products from a suite of offerings gained via future acquisitions and investments.

 

Marquee clients

In addition to investing in developing the current sales pipeline, the Company intends to identify and target high-value prospects which each have the potential to provide greater revenues to 3radical. The Directors believe that their industry expertise and relationships, in combination with those of the existing 3radical management team, will enable the Company to extend the existing product offering to encompass data hosting and related services, and thereby increase the revenue potential from clients, with data hosting also typically creating longer term client relationships.

 

·     Product development

In addition to supporting 3radical's existing product development plan, the Directors believe that their wide sector expertise will inform further product development in partnership with 3radical's management and third parties, enabling 3radical to capitalise on the shift in the market, and to complement future acquisitions and investments. On Completion, the Company will therefore seek opportunities to invest in the following areas of development:

 

Generative AI

Generative AI is disrupting both advertising and the development process. The Company will investigate product development both internally and with third parties to capitalise on the use of Generative AI to enhance the existing product development strategy.

 

Data asset

3radical has collected a GDPR-compliant dataset which consists of approximately 0.5 billion anonymised engagement interactions and associated data. Independent due diligence has determined that "the 3radical data asset contains high quality interaction stream data". This gives the Company confidence that this dataset is suitable for monetising in a number of ways including the use of Machine Learning to develop AI algorithms which could enable the prediction and understanding of the ways in which consumers are engaging with 3radical Voco.

 

·     Measurement and tracking

The Company intends to partner with providers of Cookie-free measurement and tracking to enable 3radical to deliver to clients a wider analysis of the behaviour of engaged and non-engaged website traffic.

 

·     Leveraging partners in the US and APAC

The Company intends to engage in joint marketing and other initiatives with its partners in the US and APAC to accelerate their success. As VSP comes to market the Directors believe this will open the opportunity for further partnerships across all regions.

 

8.      Financial Information

 

The Company

The following summary of the audited financial information relating to the Company for the period from incorporation on 24 March 2021 to 31 March 2022 and the financial year ended 31 March 2023 has been extracted without material adjustment from the Company's annual report and accounts which are contained in Appendix A and Appendix B of this document. The summary financial information below for the six months ended 30 September 2023 has been extracted without material adjustment from the Company's unaudited half year report which is contained in Appendix C of this document. These documents are also available on the Company's website at www.electricguitarplc.com/results-reports-and-presentations/.

 

In order to make a proper assessment of the financial performance of the Enlarged Group's business, prospective investors should read this document as a whole and not rely solely on the summarised information in this section.

 

	Audited Year ended	Audited Year ended	Unaudited Six months
Summary Statement of Comprehensive Income	31 March 2022 £'000	31 March 2023 £'000	30 September 2023 £'000
Revenue	-	-	-
Operating (loss)	(245)	(544)	(178)
Total comprehensive (loss)	(245)	(538)	(591)

 

 

 

	Audited                31 March 2022	Audited                31 March 2023	Unaudited As at 30 September 2023
Summary Statement of Financial Position	£'000	£'000	£'000
Non-current assets	-	-	-
Current assets	1,028	521	188
Total assets	1,028	521	188
Equity	992	455	(136)
Non-current liabilities	-	-	-
Current liabilities	36	66	324
Total equity and liabilities	1,028	521	188

 

3radical

Part IV of this document contains audited consolidated historical financial information of 3radical for the three years ended 31 March 2023 and the unaudited interim financial information of 3radical for the six month periods ended 30 September 2022 and 30 September 2023.

 

The following summary of the audited financial information relating to 3radical's activities for each of the three years to 31 March 2023 has been extracted without material adjustment from the financial information on 3radical set out in Section B of Part IV of this document. The following financial information for the six month period to 30 September 2023 has been extracted from the unaudited interim financial information of 3radical set out in Section C of Part IV of this document.

 

In order to make a proper assessment of the financial performance of the Enlarged Group's business, prospective investors should read this document as a whole and not rely solely on the summarised information in this section.

 

 

 

	Audited Year ended 31 March 2021	Audited Year ended 31 March 2022	Audited Year ended 31 March 2023	Unaudited Six months 30 September 2023
Summary Statement of Comprehensive Income	£'000	£'000	£'000	£'000
Revenue	600	619	710	259
Gross profit	410	474	498	163
Gross margin	68.3%	76.6%	70.1%	62.9%
Operating (loss)	(1,742)	(1,709)	(1,045)	(615)
(Loss) before tax	(1,764)	(1,712)	(1,050)	(615)
Total comprehensive (loss)	(1,691)	(1,555)	(1,108)	(568)

 

 

 

	Audited Year ended 31 March 2021	Audited Year ended 31 March 2022	Audited Year ended 31 March 2023	Unaudited Six months 30 September 2023
Summary Statement of Financial Position	£'000	£'000	£'000	£'000
Non-current assets	4	5	2	1
Current assets	596	565	365	354
Total assets	600	570	367	355
Equity	88	157	32	35
Non-current liabilities	-	-	-	-
Current liabilities	512	413	335	320
Total equity and liabilities	600	570	367	355

  

 

Non-IAS Information

EBITDA

The 3radical financial information set out in Part IV Section B "Historical Financial Information of 3radical Limited" of this document includes certain financial measures that are not defined or recognised under IAS, including EBITDA. EBITDA is defined by 3radical as "earnings before interest, tax, depreciation and amortisation". EBITDA for each of the three years ended 31 March 2021, 31 March 2022 and 31 March 2023 and the unaudited six-month periods ended 30 September 2022 and 30 September 2023 is as follows:

 

	Audited Year ended 31 March 2021	Audited Year ended 31 March 2022	Audited Year ended 31 March 2023	Unaudited Six months ended 30 September 2022	Unaudited Six months ended 30 September 2023
	£'000	£'000	£'000	£'000	£'000
Operating (loss)	(1,742)	(1,709)	(1,044)	(284)	(615)
Add back/ (deduct): Interest in operating expenses	-	-	(3)	-	-
Depreciation	5	5	8	2	1
Unrealised foreign exchange	(41)	18	(291)	(568)	105
EBITDA	(1,778)	(1,686)	(1,330)	(850)	(509)

 

Adjusted EBITDA

During the six-month period ended 30 September 2023, 3radical incurred certain administrative expenses in anticipation of the Acquisition, Fundraising and Admission. Had the decision to undertake the Acquisition, Fundraising and Admission not been taken by 3radical, then such expenditure would not have been incurred. During the six-month period ended 30 September 2022, 3radical received payment of funds which were provided for in the prior year as bad debt. This recovery has been excluded in the calculation of Adjusted EBITDA for the six-month period ended 30 September 2022.

 

Adjusted EBITDA is therefore defined as EBITDA, less the additional administrative expenses incurred in anticipation of the Acquisition, Fundraising and Admission and recovery of bad debts provided for in prior periods.

 

 

Unaudited Adjusted EBITDA for the six-month periods ended 30 September 2022 and 30 September 2023 is as follows:

 

	Unaudited Six months ended 30 September 2022	Unaudited Six months ended 30 September 2023
	£'000	£'000
EBITDA	(850)	(509)
(Deduct)/add back:
Non-recurring expenditure	(41)	135
Adjusted EBITDA	(891)	(374)

 

 

Enlarged Group

 

An unaudited pro-forma statement of net assets of the Enlarged Group is contained in Part V of this document to illustrate the effect of the Acquisition, Fundraising, Equity Settlement and Admission on the Company, as if the Acquisition, Fundraising, Equity Settlement and Admission had completed at the most recent balance sheet date of 30 September 2023.

 

9.      Current trading and prospects

 

The Company

The Company has continued to trade as a Special Purpose Acquisition Company since it was listed on the standard segment of the Official List in January 2022.

 

In April 2023, the Company expanded its Board by the appointment of Richard Horwood, an experienced corporate financier and media-tech entrepreneur and manager, to help it continue to seek out and investigate potential acquisitions, and he has since been appointed Chief Operating Officer. This led to its agreeing non-binding heads of terms on 6 July 2023 to acquire 3radical. The Company then progressively engaged a series of advisers to assist it in the detailed due diligence of 3radical, as well as the proposed transfer of its listing to AIM, with a view to facilitating the proposed Acquisition and Fundraising.

 

On 1 September 2023, the Company appointed experienced chartered accountant Ben Lister as Chief Financial Officer.

 

On 27 October 2023, the Company secured a £250,000 loan facility from its largest shareholder, Sanderson Capital Partners Limited, to help fund it to complete the proposed Acquisition, £200,000 of which is drawn and the final £50,000 is now being drawn down. On 26 March 2024, the Company entered into an additional facility agreement with Sanderson Capital Partners Limited, supplementing a term sheet signed on 11 March 2024, for the provision of a £600,000 loan facility to the Company conditional on, inter alia, Completion and Admission, none of which has been drawn down as at the date of this document but it may be utilised later this year. Details of these arrangements are set out in paragraphs 10 (d) and 10 (e) of Part VII of this document.

 

On 24 November 2023, the Company announced its interim results for the six months to 30 September 2023, which are set out in Appendix C of this document.

 

3radical

Following a restructuring in late 2022 to reduce costs and seek to bring the business closer to break even pending further investment, whilst maintaining the benefit of 3radical's prior investment in the US market, the business has been:

·      focusing on developing its channel partnerships in the US with Allant and in APAC with Mastercard in order to bring 3radical's capabilities to their customers and prospects; and

·      developing VSP - which retains the core capabilities of the existing platform but offers a simpler configuration process enabling clients to directly deploy their own campaigns and experiences, or make adjustments as necessary, without deferring to 3radical.

 

The full benefit of the cost reductions is reflected in the cost base from the start of the  financial year ended 31 March 2024, with operational costs (excluding FX and any one-time costs) for the six months to 30 September 2023 (as shown by the Interim Financial Information of the 3radical Group) halving to £0.6 million from £1.2 million in the same period in the financial year ended 31 March 2023.

 

Revenue for the six month period to 30 September 2023, shown by the Interim Financial Information of the 3radical Group, reduced to £0.3 million from £0.4 million for the comparative period in the previous financial year.

 

The reduction in net revenues has resulted in part from the transition from direct sales  in the US to indirect sales through Allant where the revenue recognised by 3radical is moving to be net of partner commission, while also reducing operating costs. There has also been some attrition in the customer base as a result of issues within those customers' own businesses. In addition, 3radical has been operating with extremely limited sales, marketing and account management functions following the restructuring, which will continue until Completion.

 

The second half of the financial year ended 31 March 2024 has also seen a reduction in year on year revenue resulting from these factors. However, in the second half of the financial year ended 31 March 2024, the reseller partnership with Allant has started to yield new client wins, including two new proof of concept clients in the US. In addition, 3radical has had success increasing the value of some existing client relationships, such as the addition of Jewson as a brand to a pre-existing relationship in September 2023; and contracts have been renewed with Lions Club/RKD in the US and Saint Gobain in the UK, with a new contract recently signed with returning UK client, Essilor. Both Allant and Mastercard have built promising pipelines of future business to take forward into the new financial year.

 

The unaudited Adjusted EBITDA loss (which excludes FX and one-time costs) for the six month period to 30 September 2023 reduced to £0.4 million (H1 FY23: £0.9 million). The second half of the financial year ended 31 March 2024 has continued to see the benefit of cost savings, with the full year Adjusted EBITDA loss also expected to be lower than the prior year. 

 

Looking forward, VSP has entered beta testing and is expected to launch commercially during the summer of 2024. Positive feedback on the product has already been received. The relationships with Allant and Mastercard and the strength of their pipelines, increased investment and expertise in sales and marketing from Electric Guitar, and market developments driving the move to First Party Data, underpin the Directors' view that 3radical is well positioned to grow in the new financial year and beyond.

 

10.    Directors and senior management

 

(a)  Existing Directors

 

John Hutchinson (aged 62) - Non-Executive Chair

John Hutchinson is an experienced Non-Executive Director and founder of businesses. He has maintained his career as a corporate lawyer for more than 30 years alongside his external business activities.

 

In 2005 he became Chair of Intavent Limited, a medical devices company, overseeing realisation of value for its shareholders over two years as the company wound up its UK activities. In 2007 he was part of a team that set up Epi-V, a private equity fund investing in technologies for the oil and gas industry. In 2012 he became managing partner of the fund, responsible for over £110 million of transactions. In 2015 he was asked to take over as managing partner of Pitmans LLP, where he oversaw the reorganisation of the firm's management team and took the firm into a merger in 2018, creating a more than £50 million turnover law firm, BDB Pitmans LLP. John is currently managing partner of BDB Pitmans LLP.

 

John has been on the boards of several innovative and growth orientated technology companies. Examples include SafeToNet Limited, a company safeguarding children globally online, and Flodatix Limited, a private equity backed multi-phase flow metering company using unique technology in the oil and gas sector.

 

John has a degree from the University of Victoria in Canada.

 

John Regan (aged 54) - Chief Executive Officer

John is a serial entrepreneur with 30 years' experience of the advertising industry, including over 25 years of experience in data privacy and marketing data analytics. He started his career selling classified advertisements for the Daily Telegraph in 1991, before moving into radio advertising for Independent Radio Sales, part of Katz Communications.

 

In 1998, he founded Cognisance Ltd, one of the first independent marketing analysis businesses in the UK, which he sold to Diversified Agencies UK Holdings Ltd (formerly Lopex plc), a subsidiary of Havas Advertising S.A, the French multinational advertising and public relations company. It became part of EHS Brann.

 

John then co-founded his second and third businesses, namely Absolute Intuistic Limited, trading as AI Data Intelligence, and Intuistic Limited, which were bought out by Communisis Plc in 2008. AI Data Intelligence specialised in the use of advanced analytics to optimise direct mail campaigns for large clients including Royal Bank of Scotland, Lloyds TSB and Vodafone. Following the sale, John spent two years as a director on the acquisitions team of Communisis Data Limited (part of the Communisis Plc group). In 2019 he founded the advertising technology business Mymyne Limited, which continues to research digital privacy and digital advertising.

 

John has a BA(Hons) degree in Social Policy and Administration from Portsmouth University.

 

Richard Horwood (aged 66) - Chief Operating Officer

Richard joined the Company in 2023 and has been an innovator in media and technology for some 30 years, after careers in investment banking and law. Having started out as a solicitor in private practice, he joined Hill Samuel Bank's corporate finance department in 1985 before becoming head of M&A at securities house Smith New Court in 1990.

 

Recruited to create and run the Mirror Group's TV business in 1993, his 300-strong division comprised a network of national and local broadcasters, an independent production company, a premium rate telephone service provider, and an airtime sales house.

 

In 2001 Richard bought, refinanced and ran technology company Vio, later adding AdSEND in America, turning them into a world market leader in print advertising online delivery solutions. Living in New York for two years, he was instrumental in establishing AdsML as the global XML specification for managing print advertising workflows.

 

After returning to the UK, in 2010 he partnered with Sony and three major local media companies to bid for the London TV franchise. Since then, Richard has been actively involved in independent video production, neighbourhood planning, and charitable activities.

 

Richard is currently the Non-Executive Chair of recruitment agency, Retail Human Resources PLC, and of The Local Digital Company, a specialist in online video production. He is also an investor in businesses ranging from frozen food delivery to GP practice administration.

 

Richard has an LLB (Hons) degree in law from Bristol University and passed the Solicitors Finals at the College of Law, Guildford.

 

Sarfraz Munshi (aged 33) - Non-Executive Director

Sarfraz has over nine years of experience in the financial industry. In 2013 Sarfraz began working in stockbroking, managing and advising hedge funds and high and ultra-high net worth clients in markets including but not limited to the UK, Hong Kong, Australia, Canada and US.

 

In 2015 Sarfraz became an investment manager and partner at Sanderson Capital Partners Limited, a family office, successfully funding, investing and exiting in numerous listed investments. Sarfraz has also invested in numerous private equity deals including in the technology, oil & gas and biotech sectors.

 

Sarfraz has a first class degree in economics from the University of Nottingham. Sarfraz will cease to be a Director on Admission.

 

(b)  Proposed Directors

 

David Eldridge (aged 55) - Non-Executive Director

David established his first company aged 14, to market the software he wrote, which won first prize in a BBC National Competition. Roles at Shell and GB Group were followed in 1997 by the co-founding of Alterian plc, where David led its IPO in 2000 and its development to become a recognised leader in the marketing platform space. He is a co-founder of 3radical and was its CEO until 2020 and has since been its Chair. Featured in BtoB Magazine's "Who's who in BtoB" and Data Strategy's "Power 50 in Data", David sits on the board of several high growth tech companies.

 

David has a first class BSc (Hons) degree in business & management studies from Salford University.

 

Grahame Cook (aged 66) - Independent Non-Executive Director

Grahame is an experienced public company non-executive director, with over 20 years' experience as an audit and risk committee Chair. Grahame's background is in investment banking, with 20 years' experience of M&A, equity capital markets and corporate advisory. Grahame started his career at Arthur Andersen, where he qualified as a chartered accountant.

 

Grahame has sat on a number of technology and technology rich healthcare company boards, both listed and unlisted. Grahame currently serves as the Senior Independent Director and chair of the Audit, Risk and Valuations Committee at Molten Ventures plc, as well as a non-executive director of Advanced Medical Solutions Group plc and Minoan plc.

 

Caroline Worboys (née Johnston) (aged 63) - Independent Non-Executive Director

Caroline brings a wealth of experience in the data industry. After selling her data business to News International, Caroline went on to consolidate and lead the post-sales growth of their data-centric businesses as CEO of Broadsystem, and their future evolution post its second sale to Callcredit Information Group. After Callcredit was sold to private equity, Caroline headed Wunderman Data and Insights in Europe and then globally, based in their New York office.

 

Caroline has also served as Chief Operating Officer and founder at Outra Ltd, a data specialist focused on multi-channel marketing, customer targeting and granular segmentation, until 2021.

 

Caroline was Chair of the IDM (the Institute of Data & Marketing) for over 10 years, is on the board of the DM Trust and has been Deputy Chair of the DMA (the Data & Marketing Association) for nearly two years.

 

(c)   Senior Management

 

Ben Lister (aged 41) - Chief Financial Officer

Ben is a chartered accountant and chartered tax adviser, having qualified with Deloitte in 2008. He held a number of senior finance and operational roles at Lloyd's Register from 2011 to 2018, before joining Fox Networks Group as Finance Director in 2018. Prior to joining Electric Guitar in September 2023, Ben held the position of UK Financial Controller at The Engine Group and was key in selling the business to Next 15 plc in March 2022 and subsequently reorganising and integrating the business into Next 15 architecture.

 

Rebecca Trivella (aged 51) - Commercial Director of 3radical

Rebecca is an experienced commercial leader of regional, EMEA and worldwide sales with deep knowledge of working across data and analytics, MarTech and Software as a Service (SaaS).

 

She is a successful and skilled leader, with over 25 years' experience gained across a range of organisations and market sectors. Rebecca has built teams, developed existing teams and been responsible for revenue from both direct and indirect routes to market. She has experience of working in a variety of organisations, ranging from start-ups to global companies, including ACNielsen, IRI, Alterian plc, SDL and most recently, data science consulting firm, Mango Solutions. Rebecca joined 3radical in 2020.

 

11.    The Fundraising and Equity Settlement

 

Axis Capital Markets and Allenby Capital as agents for the Company pursuant to the Placing Agreement have conditionally placed 29,738,090 Placing Shares with investors at the Issue Price to raise approximately £0.62 million and Subscription Letters have been received pursuant to the Subscription making conditional application for 33,249,320 Subscription Shares at the Issue Price to raise £0.70 million, in each case before expenses. Neither the Placing nor the Subscription has been underwritten by the Joint Brokers.

 

The Fundraising Shares represent approximately 28.14 per cent. of the Enlarged Share Capital and on issue will raise gross proceeds for the Company of £1.32 million (before estimated expenses of £1.3 million of which £0.4 million has been paid). On Admission, the Company will have a market capitalisation of approximately £4.7 million at the Issue Price.

 

The Placing and the Subscription are conditional upon Admission and the Placing Agreement becoming unconditional in all other respects and not being terminated by 8.00 a.m. on 3 May 2024 or such later date (being no later than 8.00 a.m. on 15 May 2024) as the Company and the Joint Brokers may agree. The Placing Agreement contains provisions entitling the Joint Brokers to terminate the Placing in certain customary circumstances prior to Admission becoming effective. If this right is exercised, the Placing and Subscription will lapse and Admission will not occur and any monies received in respect of the Placing and Subscription will be returned to investors without interest.

 

As part of the Fundraising certain of the Directors have agreed to subscribe for Ordinary Shares at the Issue Price as follows:

 

Name	Number of New Ordinary Shares
Richard Horwood	1,296,960
John Regan	4,952,380
David Eldridge	1,904,760

 

 

The Fundraising Shares will be issued credited as fully paid and will, on Admission, rank pari passu in all respects with the Existing Ordinary Shares and the other New Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid on the Enlarged Share Capital after Admission.

 

Further details of the Placing Agreement and Subscription Letters are set out in paragraphs 10 (j) and 10 (i) of Part VII of this document.

 

Equity Settlement

 

Certain of the Directors have agreed to accept Conversion Shares in satisfaction of accrued salary and bonuses due as follows:

 

Name	Number of Conversion Shares
John Hutchinson	3,214,280
Richard Horwood	1,441,140

 

Sanderson Capital Partners Limited, which has lent (i) £200,000 to the Company, and another £50,000 which is currently being drawn; and (ii) £75,000 to 3radical (which loan will be assumed by the Company at Completion) has agreed to accept 25,476,190 Loan Shares at the Issue Price in satisfaction in full of these loans and all associated facility fees, drawdown fees and legal fees, and in satisfaction of facility fees, drawdown fees and  legal fees associated with the Sanderson Loan, which, in aggregate, total £535,000. Details of the loan agreements for these loans are set out in paragraphs 10 (d), 10 (e) and 10 (f) of Part VII of this document.

 

Anglia Securities Limited, which has provided the Anglia Loan and of which £125,000 has been drawn, has agreed to accept 1,190,480 Loan Shares at the Issue Price in satisfaction of £25,000 of the loan. Details of the Anglia Loan are set out in paragraph 10 (c) of Part VII of this document.

 

10,476,170 Fee Shares will be issued by the Company at the Issue Price on Admission in satisfaction of approximately £220,000 of fees payable by the Company and 3radical in connection with the Proposals as set out in paragraph 21(g) of Part VII of this document.

 

The Conversion Shares, Loan Shares and Fee Shares will be issued credited as fully paid and will, on Admission, rank pari passu in all respects with the Existing Ordinary Shares and the other New Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid on the Enlarged Share Capital after Admission.

 

12.    Use of Fundraising proceeds

 

The net proceeds of the Fundraising will provide the Enlarged Group with a strengthened balance sheet and additional working capital to enable it to invest in the growth of 3radical and implement the strategy of the Enlarged Group, as well as to repay up to £190,000 (plus accrued but unpaid interest) of the Anglia Securities loan referred to in paragraph 10 (c) of Part VII of this document. The strategy of the Enlarged Group will be achieved through, inter alia, having a stronger balance sheet, the further development and commercialisation of the 3radical Voco technology and services, and through developing the Company's evolving pipeline of acquisitions and investments. Investment will initially be focused on the following areas:

 

·      Sales and marketing: An immediate focus will be investment in sales and marketing resources for 3radical. 3radical's success to date has been with limited investment and resource in sales and marketing, most recently relying on resellers for sourcing new customers. The Enlarged Group will invest in direct sales and marketing resources, with a focus on promoting the Voco Solution Portal, which is scheduled for launch during the summer of 2024, as well as to win additional sales of the existing 3radical Voco solution directly from new customers.

 

·      Generative AI: Investment will be made in exploring and developing solutions utilising Generative AI. Generative AI excels at one-to-one conversations with masses of individuals and therefore has the potential to replace incumbent mass-produced digital advertising, with an impact, the Directors believe, similar in significance to how classified print advertising was superseded by online search engines. It could also offer considerable efficiencies in other marketing functions. The Enlarged Group will utilise existing software tools in the market to build AI-fueled solutions for marketers, whether as value-added capabilities of the 3radical Voco platform, or as new products in collaboration with third parties. Early testing of AI integration into 3radical Voco has shown promising results with 3radical's development team being able to recreate the look and feel of a customer site faster, potentially saving the customer success team significant time when configuring enterprise level new solutions. In the short term, the Enlarged Group plans to research the use of AI to further tailor gaming experiences according to customer specifications.

 

·      Data Asset: 3radical has collected a dataset consisting of approximately 0.5 billion interactions. As at the date of this document, due diligence has established that this dataset is likely to be valuable for developing an AI powered product. Investment will be made in exploring this potential and developing this product.

 

13.    Admission and CREST

 

Application will be made to the London Stock Exchange for the Enlarged Share Capital to be admitted to trading on AIM. It is expected that Admission will take place, and that dealings in the Enlarged Share Capital on AIM will commence, on or around 8.00 a.m. on 3 May 2024.

 

The Articles permit the holding of Ordinary Shares under the CREST system and therefore from Admission, settlement of transactions in the Ordinary Shares may take place within the CREST system, if any Shareholder so wishes. CREST is a paperless settlement system in the United Kingdom enabling securities to be evidenced otherwise than by a certificate and to be transferred otherwise than by a written instrument. CREST is a voluntary system and holders of Ordinary Shares who wish to receive and retain share certificates will be able to do so.

 

14.    Lock-in Deeds

 

Pursuant to the Lock-in Deeds, certain Locked-in Persons (comprising the Directors (excluding Caroline Worboys, Grahame Cook and Sarfraz Munshi) and certain employees and other shareholders of the Enlarged Group) owning a total of 96,611,223 Ordinary Shares on Admission, representing approximately 43.16 per cent. of the Enlarged Share Capital, have agreed that, subject to certain exceptions, they will not dispose of any Ordinary Shares held by them at Admission during the period of 12 months from the date of Admission. In addition, for a further 12 months from the first anniversary of Admission they have each agreed with Allenby Capital and Axis Capital Markets not to dispose of any Ordinary Shares held by them at Admission except in accordance with certain orderly market principles set out in the Lock-in Deeds.

 

In addition, certain other Locked-in Persons owning a total of 15,298,329 Ordinary Shares on Admission, representing approximately 6.83 per cent. of the Enlarged Share Capital, have agreed that, subject to certain exceptions, they will not dispose of any Ordinary Shares held by them at Admission during the period of six months from the date of Admission. In addition, for a further 12 months from the end of such six month restriction, they have each agreed with Allenby Capital and Axis Capital Markets not to dispose of any Ordinary Shares held by them at Admission except in accordance with certain orderly market principles set out in their Lock-in Deeds.

 

One other Locked-in Person owning a total of 1,450,745 Ordinary Shares on Admission, representing approximately 0.65 per cent. of the Enlarged Share Capital, has agreed for a period of 24 months from the date of Admission not to dispose of Ordinary Shares held by him except in accordance with certain orderly market principles set out in his Lock-in Deed.

 

The circumstances in which Locked-in Persons may dispose of Ordinary Shares during the Lock-In Period, include where a Locked-in Person who is a Seller is required to pay any tax liability arising as a result of their being unable to claim EIS tax relief or the withdrawal of such relief due to the Acquisition and/or such person is required to pay any tax or other liability incurred by them in connection with their exercise of a relevant option to acquire shares in 3radical prior to Admission (including any liability incurred by them with respect to the price to be paid by them on the exercise of the option). Additionally, where a Locked-in Person is a Director, such Locked-in Person may dispose of Ordinary Shares during the Lock-In Period if he or she is required to pay any amount to the Joint Brokers in respect of any claim brought against them under the terms of the Placing Agreement and in the case of Richard Horwood and Ben Lister may dispose of Ordinary Shares during the Lock-in Period to satisfy any tax liability arising as a result of receiving Consideration Shares.

 

Further details of the Lock-in Deeds are set out in paragraph 10 (k) of Part VII of this document.

 

15.    Share options and warrants

 

The Directors recognise the importance of the Company's ability to recruit, incentivise and retain its key employees. Therefore, the Directors believe that certain employees should be given the opportunity to participate in share incentive arrangements to align them with the success of the Company going forward.

 

The Enlarged Group intends to adopt the Share Plans at Admission. It is anticipated that Share Options over a total of 32,455,827 new Ordinary Shares will be granted to certain Directors and employees pursuant to the Electric Guitar plc 2024 Employee Incentive Plan on Admission, exercisable at the Issue Price. The interests of the Directors in Share Options to be granted under the Electric Guitar plc 2024 Employee Incentive Plan are set out in paragraph 9(b) of Part VII of this document. Further details of the Share Plans are set out in paragraph 17 of Part VII of this document.

 

As at the date of this document the Company has issued and are outstanding:

·      3,494,910 A-Series Warrants, all of which will be surrendered with effect from Admission; and

·      1,157,256 B-Series Warrants issued and outstanding, all of which will be exercisable from Completion for a period of 3 years, at 4.5 pence per share.

 

In exchange for the surrender of the A-Series Warrants on Admission:

·      John Regan and Richard Horwood will be granted EMI options over the same number of Ordinary Shares as their A-Series Warrants and with the same vesting terms but with an exercise price per share equal to the Issue Price;

·      John Hutchinson will be granted options under the Consultant Plan over the same number of Ordinary Shares as his A-Series Warrants and with the same vesting terms but with an exercise price per share equal to the Issue Price; and

·      Sarfraz Munshi will receive New Warrants over 205,991 Ordinary Shares exercisable at the Issue Price for a period of 3 years from Admission.

 

 

Conditional on Admission, the Company has also granted the Broker Warrants. Further details of the Broker Warrants, the New Warrants and the Share Plans are set out in paragraphs 10 and 17 of Part VII of this document.

 

16.    Dividend policy

 

The primary purpose of the Fundraising is to provide growth capital with which to fund and accelerate the continuing expansion and development of the Enlarged Group's business and to pursue future acquisitions and further investments. Accordingly, it is not expected that the Company will declare a dividend in the near term. The payment of dividends will only be recommended by the New Board at such time as it considers it commercially prudent to do so, having regard to the availability of distributable profits and the funds required to finance the continuing working capital requirements and future growth of the Enlarged Group.

 

17.    Corporate governance

 

The Board recognises the importance of sound corporate governance and intends to adopt, with effect from Admission, the QCA Code insofar as they consider the QCA Code to be appropriate given the Company's size, board structure, stage of development and resources. Details of how the Company complies with the QCA Code is set out in Part VI of this document, as well as details of the Committees.

 

Share Dealing Code

With effect from Admission, the Company will operate its Share Dealing Policy, which is compliant with Article 19 of UK MAR and Rule 21 of the AIM Rules for Companies. The Share Dealing Policy will apply to any person discharging managerial responsibility, including the Directors, and the senior management and any closely associated persons and applicable employees.

 

The Share Dealing Policy imposes restrictions beyond those that are imposed by law (including by the FSMA, UK MAR and other relevant legislation) and its purpose is to ensure that persons discharging managerial responsibility and persons connected with them do not abuse, and do not place themselves under suspicion of abusing, price-sensitive information that they may have or be thought to have, especially in periods leading up to an announcement of both financial results. The Share Dealing Policy sets out a notification procedure which is required to be followed prior to any dealing in the Company's securities.

 

Anti-bribery policy

The Company has adopted an anti-bribery and corruption policy designed to ensure that the business of the Enlarged Group is conducted in an honest and ethical manner. The policy applies to all persons working for the Enlarged Group in any capacity and sets out detailed guidance on the kind of behaviour that may amount to bribery and which the Company will treat as unacceptable. Primary responsibility for implementing the policy rests with the Non-Executive Chair.

 

18.    Takeover Code

 

The Takeover Code applies to the Company. Under Rule 9 of the Takeover Code ("Rule 9"), any person who acquires an interest in shares which, taken together with shares in which that person or any person acting in concert with that person is interested, carry 30 per cent. or more of the voting rights of a company which is subject to the Takeover Code is normally required to make an offer to all the remaining shareholders to acquire their shares.

 

Similarly, when any person, together with persons acting in concert with that person, is interested in shares which in the aggregate carry not less than 30 per cent. of the voting rights of such a company but does not hold shares carrying more than 50 per cent. of the voting rights of the company, an offer will normally be required if such person or any person acting in concert with that person acquires a further interest in shares which increases the percentage of shares carrying voting rights in which that person is interested.

 

An offer under Rule 9 must be made in cash at the highest price paid by the person required to make the offer, or any person acting in concert with such person, for any interest in shares of the company during the 12 months prior to the announcement of the offer.

 

The Company has agreed with the Panel that David Eldridge and George Stavrinidis (the directors of 3radical), Rebecca Trivella (Commercial Director of 3radical), Clive Armitage (former director and consultant of 3radical) and certain other employees and shareholders of 3radical and their connected parties are acting in concert for the purposes of the Takeover Code, in relation to 3radical. Following Admission, the members of the Concert Party will be interested in 19,104,227 Ordinary Shares in aggregate, representing 8.54 per cent. of the total voting rights of the Company. In addition, it is intended that certain members of the Concert Party should be granted 2,238,333 Share Options on Admission. If those Share Options are exercised in full (and assuming that no other person converts any convertible securities or exercises any options or any other right to subscribe for shares in the Company and no other Ordinary Shares are issued), the members of the Concert Party would then be interested in 21,342,560 Ordinary Shares in aggregate, representing approximately 9.44 per cent. of the then total voting rights of the Company. A table showing the interests in shares of the members of the Concert Party on Admission and following the exercise of Share Options is set out below.

 

 

	Immediately following admission							Following exercise of Share Options*
Name of Concert shareholder		No. of Ordinary Shares	Percentage of Enlarged Share Capital		No. of Share Options	Percentage of Enlarged Share Capital		No. of Ordinary Shares	Percentage of Enlarged Party Share Capital
David Eldridge		5,418,360		2.42%	2,238,333		1.00%	7,656,693	3.39%
George Stavrinidis		3,516,604		1.57%	-		-	3,516,604	1.57%
Rebecca Trivella		1,840,831		0.82%	-		-	1,840,831	0.82%
Clive Armitage		558,824		0.25%	-		-	558,824	0.25%
Others		7,769,608		3.47%	-		-	7,769,608	3.47%
Total		19,104,227		8.54%	2,238,333		1.00%	21,342,560	9.50%

 

*assuming the exercise of all Share Options held by the Concert Party and that no other person converts any convertible securities or exercises any options or any other right to subscribe for shares in the Company and no other Ordinary Shares are issued

 

19.    Taxation

 

Your attention is drawn to paragraph 20 of Part VII of this document. These details are intended only as a general guide to the current tax position under UK law. If an investor is in any doubt as to their tax position, they should consult their own independent financial adviser immediately.

 

20.    General Meeting

 

Set out at the end of this document is a notice convening the General Meeting. A Form of Proxy for use by Shareholders in connection with the General Meeting has been sent to Shareholders with this document.

 

The Resolutions to be proposed at the General Meeting are, in summary, as follows:

 

1.    To approve the Acquisition.

2.    To authorise the Directors to allot and issue the Fundraising Shares, the Consideration Shares, the Conversion Shares, the Fee Shares, the Loan Shares, the Broker Warrants, the New Warrants and new Ordinary Shares pursuant to any future conversion of the Sanderson Loan.

3.    To authorise the Directors to allot shares up to an aggregate nominal amount of £373,055.48, being approximately one third of the Enlarged Share Capital.

4.    To disapply the pre-emption provisions of section 561 of the Act, to allow the Directors to issue the Fundraising Shares for cash pursuant to the Placing and Subscription, to issue the Loan Shares, the Fee Shares, the Conversion Shares and new Ordinary Shares pursuant to any future conversion of the Sanderson Loan and to issue the Broker Warrants and the New Warrants conferring rights to subscribe in cash for Ordinary Shares.

5.    To disapply the pre-emption provisions of section 561 of the Act, to allow the Directors to issue equity securities (other than as referred to in paragraph 4 above) in relation to any rights issue or open offer and otherwise up to a maximum aggregate nominal amount of £111,916.64 (representing approximately 10 per cent. of the Enlarged Share Capital).

6.    To allow the Directors to issue equity securities up to an additional 10 per cent. of the Enlarged Share Capital to be used for either an acquisition or specified capital investment and to make a follow on offer to existing holders of shares up to an aggregate nominal amount equal to 20 per cent. of such securities.

 

Shareholders appointing a proxy to vote on their behalf at the General Meeting are recommended to appoint the Chair of the General Meeting as their proxy. The Chair will vote all proxy votes at the meeting in accordance with shareholder instructions set out in completed Forms of Proxy.

 

A Form of Proxy is enclosed for use at the General Meeting. Shareholders can appoint a proxy by following the notes to the Notice of General Meeting and in the Form of Proxy.

 

The Resolutions will be put to a vote on a poll. This will result in a more accurate reflection of the views of Shareholders by ensuring that every vote is recognised. On a poll, each Shareholder has one vote for every Ordinary Share held.

 

Completed Forms of Proxy should be returned to Share Registrars Limited as soon as possible and, in any event, so as to be received by not later than 9.00 a.m. on 29 April 2024. If a Shareholder holds their Ordinary Shares in uncertificated form in CREST, they may vote using the CREST Proxy Voting service in accordance with the procedures set out in the CREST Manual. Further details are also set out in the notes accompanying the Notice of General Meeting at the end of this document. Proxies submitted via CREST must be received by Share Registrars Limited by no later than 9.00 a.m. on 29 April 2024 (or, if the General Meeting is adjourned, 48 hours (excluding any part of a day that is not a working day) before the time fixed for the adjourned meeting).

 

21.    Irrevocable undertakings

 

The Company has received irrevocable undertakings from each of the Existing Directors (except Sarfraz Niaz Munshi who is not currently a shareholder) and certain other shareholders to vote in favour of the Resolutions (or procure to be done) in respect of their interests in Ordinary Shares (and those of their family and trusts), representing, in aggregate, approximately 43.32 per cent. of the Existing Ordinary Shares.

 

22.    Further information

 

Prospective investors should read the whole of this document, which provides additional information on the Company, the Enlarged Group and the Fundraising, and not rely on summaries or individual parts only. In particular, the attention of prospective investors is drawn to Part III which contains a summary of the risk factors relating to an investment in the Company.

 

23.    Recommendation and action to be taken by Shareholders

 

The Existing Directors believe that the Proposals are in the best interests of Shareholders and the Company as a whole and therefore recommend that all Shareholders vote in favour of Resolutions as they have undertaken to do in respect of their own aggregate beneficial holdings of 7,341,000 Ordinary Shares, representing approximately 12.69 per cent. of the Existing Ordinary Shares.

 

In the event the Acquisition does not complete the Company would remain classified as a shell company and the Existing Ordinary Shares would remain listed on the Official List. The Company has expended a significant amount of its available cash resources on the due diligence and costs incurred in connection with the proposed acquisition of 3radical. Therefore, if the Acquisition does not complete, the Company will need to raise further working capital to enable the Company to continue as a going concern.

 

PART II

INFORMATION ON 3RADICAL

 

1. Introduction

 

Led by an experienced team of marketing technology professionals, 3radical has created and proven a Software as a Service platform, 3radical Voco, which enables organisations to engage individuals and request their data directly using progressive and interactive digital experiences, at scale. This data can be critical for marketing and for providing a compelling customer experience, optimising communications, designing products and services, and, ultimately, driving revenues.

 

The Existing Directors believe that 3radical Voco is well positioned to capitalise on the shift driven by data legislation, consumer sentiment and technology changes, which means that brands and businesses need to acquire data themselves rather than purchase it from third parties. Further details on the market opportunity are set out in paragraph 3 of Part I of this document.

 

Nearly £8 million has been invested in 3radical Voco and its scalability and robustness are proven by demanding clients across financial services, online gaming and e-commerce sectors, amongst others. The Platform is already deployed by some major brands in the UK, US and APAC.

 

A very large number of interactions with individuals have been delivered by 3radical Voco to date and approximately 0.5 billion interactions have been anonymised and streamed into a data asset which provides 3radical with a unique asset and insight into consumer behaviour to capitalise on.

 

2. Background and history of 3radical

 

3radical was founded by David Eldridge, Michael Talbot and Timothy McCarthy (together, the "Founders") in December 2011. The Founders had also been founders of Alterian plc, a cross channel campaign management software provider, where they were CEO, CTO and R&D Director respectively. Alterian plc was founded in 1997, listed on the Main Market of the London Stock Exchange in 2000 and was sold in 2012 to SDL plc following expansion into the US and APAC and completing and integrating a number of acquisitions.

 

The Founders believed that traditional marketing approaches were degrading in their effectiveness and that a way to reach consumers with individually targeted offers and incentives via their mobile phones would deliver greater engagement and response.

 

The original version of the 3radical product combined a mobile App including a series of games and requests (e.g., visit a store or website, buy a product) with rewards and a points system whereby rewards earned for carrying out requests could be used to signal status or for level ups in the games. This was powered by a Software as a Service campaign management and analytics software tool enabling brands to set up their requests and rewards within that software and monitor their effectiveness and optimise them.

 

In 2013 a first version of the 3radical product underwent trials in Singapore and 3radical's Singapore subsidiary, 3radical Pte Limited, was established in May 2013. The first external finance was raised to support these trials from a variety of "angel investors", with the business having been funded by its Founders to this point.

 

Data and insight gathered from the initial trials led to 3radical changing approach. The engagement mechanics included in the product did generate higher response and engagement rates than traditional approaches, but the main feedback was that brands were more interested in using the engagement mechanics included in the 3radical product directly with their own audience rather than taking part in an App where multiple brands provided content for the same audience.

 

The 3radical product was therefore modified to enable the creation and deployment of interactive digital experiences using a range of requests and rewards by a single brand. It was made commercially available in Singapore to capitalise on the interest created during the trial period and initial customers were signed up

 

in 2014, including DBS Bank, the largest consumer bank in Singapore which saw the opportunity to increase engagement with card offers using the 3radical mechanics.

 

In 2014 3radical Pty. Ltd was formed in Australia as a wholly owned subsidiary of 3radical and a small team hired to promote the Platform in that market. This was seen as a steppingstone to larger Western markets. In late 2014, Anytime Fitness was signed as an initial Australian customer.

 

Also, in late 2014 a small commercial team was hired in the UK to promote the Platform and initial UK customers began to be signed from summer 2015. 3radical was particularly successful in winning customers in the casual dining market in the UK, including Azzuri Group, Casual Dining Group and Mitchells and Butlers.

 

Throughout the development of the 3radical product, now named 3radical Voco, the Platform continued to receive substantial investment into the scalability, breadth of content, and the delivery of content to a range of channels beyond mobile applications (e.g. web browsers).

 

In 2019 the business carried out a strategic review and identified that the most valuable use case for the Platform was that it enabled brands to ask for data directly from individuals and for permission to use that data for marketing and other purposes. With the introduction of legislation such as the GDPR limiting how data could be gathered and shared, an increasing awareness amongst consumers of the value of their data and how it was being used and moves by technology firms such as Google to enable consumers to protect their privacy, the 3radical Directors believed that advertisers and marketers recognised that gathering data directly from individuals at scale was seen as a necessary solution. Interactive experiences delivered by the 3radical Voco platform, with its ability to use request and reward techniques to increase engagement and response, had successfully earned First Party Data for brands and customers using the Platform to date. The 3radical Directors therefore decided to focus on this use case, which it saw as a rapidly growing opportunity, and to launch it in the US market which was seen as the largest in the world for marketing data.

 

In March 2020, 3radical Inc was formed in the US as a wholly owned subsidiary of 3radical and a small team hired to promote 3radical Voco and its use to earn data. In order to support funding this strategy, resources were reduced in other markets.

 

COVID-19 had a material negative impact on the business, especially in the UK where a large portion of the revenue was from casual dining and in Singapore where a major customer cancelled the roll out of the Platform due to budget reductions. However, during the 2020 to 2022 period, 3radical revenue in the US began to build to replace lost revenue in other territories. There was significant interest in the First Party Data proposition and whilst, in common with other businesses, spend on First Party Data was slower to start than expected, customers were being won, including FKA Homedics, Giving Assistant and Kayser Roth. Over the period the board of 3radical considered ways to accelerate progress, including merging with complementary businesses, but did not identify any appropriate opportunities to progress to completion.

 

Following a review of the pace of progress and based on the then current funding environment, in Autumn 2022 the 3radical Directors decided to restructure 3radical to reduce costs and seek to bring the business closer to break even, whilst maintaining the benefit of the investment in the US market. Accordingly, the US team left the business in late 2022 and joined marketing services provider Allant, which became a 3radical reseller partner in the US, selling and supporting the Platform in the region for both new and existing customers in return for a margin on sales to these customers. Other cost saving measures were also implemented such as significantly reducing the marketing budget by c.80 per cent. during the six months ended 31 March 2023 compared to the six months ended 31 March 2022. Altogether, this reduced operating costs of 3radical by circa 50 per cent. for the period April to June 2023 compared to the same period in the prior year. 3radical also focused on developing sales partnerships as a route to market, including a partnership in APAC with Mastercard. Both the Allant and Mastercard partnerships have resulted in multiple new clients.

 

Given the investment of approximately £8 million into developing the Platform, 3radical has accumulated tax losses of approximately £6 million in the UK, £2 million in APAC and £2 million in the US, from which the Enlarged Group expects to be able to benefit in the future.

  

3. 3radical's product and services - 3radical Voco

 

3radical Voco is a proprietary SaaS platform that enables organisations to collect First Party Data, increase audience engagement and repeat visits, drive loyalty, and acquire customers. It does this by using digital experiences and gamification techniques, such as games, quizzes and surveys, to interact with audiences in a timely and relevant manner across various channels, incentivising them with rewards or other value in exchange for access to their data. This contrasts with the traditional covert methods of using Cookies to track users and acquire Third Party Data.

 

3radical Voco tailors the user experience in real-time based on user-provided information and any other information available to the Platform. To improve the quality and depth of the data gathered, it also uses progressive data capture, which collects First Party Data in stages rather than through lengthy questionnaires.

 

The Platform allows marketers to choose from a wide array of pre-designed experiences or create bespoke experiences which integrate through the 3radical Voco API.

 

3radical Voco is designed to support consumer journeys and First Party Data acquisition, adapting the experience as consumer needs evolve from acquisition and onboarding, to retention and loyalty.

 

Key benefits of 3radical Voco

 

·    Enterprise-level technology: Built to handle the complexities and nuances of enterprise requirements, offering more than just simple, one-off experiences. This is validated by the roster of blue chip clients 3radical currently serves and has served.

·    Strategic integration: Seamlessly integrates with existing campaigns and marketing technology to enhance engagement and data collection, making it suitable for long-term marketing campaigns rather than just tactical use cases.

·    Personalised experiences: Utilises known information about individuals (e.g., customer or prospect status) to deliver a tailored experience. This differs from the one size fits all offerings of one-off solutions providers.

·   Campaign adaptive: The experience adapts depending on the marketing campaign to which the consumer has responded, providing a more connected and consistent experience.

·    Multi-step engagement: Offers experiences with multiple steps that adapt based on the individual's interaction with the platform, encouraging long-term engagement.

·    First Party Data generation: Specialises in generating valuable First Party Data, which is increasingly important in the digital advertising landscape.

·   Repeat engagement: Designed to encourage users to engage with the platform repeatedly over a longer period, increasing lifetime value and First Party Data captured.

·   Beyond 'no-code': Offers a more nuanced and powerful solution compared to simple 'no-code' or "off-the-shelf' platforms, making it ideal for businesses looking for a strategic tool.

·   Diverse engagement experiences: Offers a wide range of interactive experiences like games, quizzes, puzzles and questionnaires and a wide variety of rewards like vouchers, points, competition entries and positions on leaderboards.

·   Adaptive experiences: The Platform adjusts in real-time based on consumer input and other data available to the Platform, making each interaction more personalised.

·  Progressive data capture: Utilises a staged approach to collecting First Party Data, avoiding the need for long questionnaires and enhancing data quality.

·    Speed to market: Enables rapid deployment of marketing campaigns focused on First Party Data collection.

·    Cost-effective: Significantly lower costs compared to custom content development for First Party Data collection.

·    Real-time flexibility: Easy to modify content and tactics at any time to optimise First Party Data collection.

·    Template variety: Provides a broad range of template tactics for quick implementation and First Party Data collection.

·   Optimisation support: Includes A/B testing features to fine-tune content and consumer journeys for better First Party Data collection.

·    Enhanced engagement: Compared to passive content, 3radical Voco significantly boosts response and engagement rates, accelerating First Party Data collection.

 

Capabilities and deployment of 3radical Voco

 

Building on the extensive experience in the marketing technology industry that 3radical's founders gained during their 13 years at Alterian plc, and extensive real-world use by brands across the UK, APAC and US, 3radical Voco has a broad range of capability.

 

3radical has developed Voco with gamification and First Party Data at its core. As a comprehensive audience engagement and First Party Data solution, it provides organisations the ability to:

·    obtain user traffic from a range of sources including email, web ads, social media, etc;

·    serve users a variety of engaging games or surveys as per the brand's requirement;

·    generate rewards including points, badges or vouchers, including cash value (e.g., a 10 per cent. off voucher/ £5 off etc.) or non-cash rewards (badges and achievements); and

·    integrate rewards vouchers on Voco into the customer's systems allowing users to claim these rewards and the brand to better understand their users and serve their needs better with the earned data.

 

o  Experiences

3radical Voco has an extensive library of digital "building blocks" for experiences to be designed and deployed by the Platform, ranging from very simple to highly complex. Interactive digital experiences and associated rewards can be created quickly and simply using the storyboard interface and pre-built wizards, but there is also the flexibility to incorporate multiple gamification techniques and therefore customers are not constrained by limited templated features.

 

Experiences that the Platform can deploy include:

·    requests for action such as answer quizzes and surveys, visit a website, visit a store, share on social media, etc;

·    engagement mechanics to encourage interaction such as single use game of chance (e.g., wheel of fortune and scratch cards), brain training games (e.g., sudoku, word search), repeat games (e.g., board game, snakes and ladders);

·    reward mechanics such as vouchers, competitions, points (and a "shop" for redeeming these for vouchers), leader boards; and

·    ways of tying these together, such as progress journeys (e.g., you are 60 per cent. of the way to a prize, next you need to do "x").

 

o  Delivery

 

3radical Voco has multiple ways to deliver its interactive experiences to individuals in order to obtain data. The experience can be delivered in a stand alone microsite, within a frame on the brand's existing website, as an overlay on an existing website, within Apps, or by other such means. Some examples of how consumers reach the experiences are as follows:

·    through clicking on online adverts which take the individual to a website with the content;

·    by following links from voucher or coupon sites;

·    through clicking on social media posts or adverts linking to 3radical content;

·    by clicking through an email with a similar link;

·    by visiting a brand's website where the content exists; and

·    by using an application where 3radical content is embedded.

 

o  Integration and branding

 

The Platform has the ability to integrate with other marketing technologies so that experiences and campaigns can be delivered at scale via a broad range of pre-existing digital channels (website, Apps, social channels) and are automatically optimised for engagement on mobile devices.

 

The look and feel of the experience is tailored to match the brands' guidelines and seamlessly integrate with their marketing.

 

Further, deployment of 3radical Voco is flexible and has little or no requirement for client technology personnel to be deployed.

 

o  Adaptive personalised consumer/user experiences

 

A key feature that makes 3radical Voco successful is that it is able to deliver a different experience to each individual. The decision of what content an individual will receive is made in real time by the Platform, adjusting progressively to enhance response rates, and can be based not just on behaviour the individual exhibits within the experience, e.g., answers to questions in a survey, but other factors such as marketing segment codes or other information provided by the brand, location, time of day, weather - anything that the Platform can access.

 

Each unique journey is built from a collection of "tactics" of the Platform - games and other digital building blocks such as those set out above. Journeys can be linear or dynamic and will respond to a user's interactions to create their own unique experiences and presenting them with the next best piece of interactive content relevant to them.

 

o  Configuration

 

Alongside the Platform, an experienced customer success team supports customers with configuration and optimisation of experiences. 3radical provides an initial customer and brand assessment and advice on the optimum campaign and solution to be deployed by the Platform, tailored to the brand's needs or client's objective. This in-house expertise continues to grow with the more experiences delivered. Over time, a range of best practice journeys has been developed within the Platform for common business objectives.

 

Data collection

The Platform supports third party API connections for data management. Once engaging with an experience from the Platform, a substantial amount of data is collected on how an individual interacts with the content and answers to questions, and by engaging with the experience, permission is obtained for the brand to use that data. This data is then fed back into a brand's IT systems, such as CRM systems, customer data management platforms, email platforms, and other business intelligence tools, through a range of pre-built connectors for the brand to utilise.

 

Hosted on Amazon Web Services, shared instances of 3radical Voco are available locally in the US, UK, Singapore and Australia. This underpins both performance for local clients and the storage of data locally rather than across borders. Where required by customers, 3radical can rapidly deploy dedicated instances of 3radical Voco for clients who require this to meet their security requirements, although all current clients use the 3radical shared infrastructure.

 

First Party Data generated through the use of the Platform by clients belongs to the respective client, and they use this information typically to improve their customer understanding, personalise future communications to improve customer experience and inform product and service development.

 

Data Asset

Where agreed with the client, 3radical anonymises interaction data generated through the use of 3radical Voco and consolidates and holds this in a central data store. This central data store now contains approximately half a billion anonymised data interactions which could have multiple uses going forward - including using AI to optimise requests and rewards presented through 3radical Voco, and benchmarking of performance for clients and others. To date this data asset has not been monetised.

 

Voco Solutions Portal (VSP)

3radical is currently in the advanced stages of developing a simplified, self-serve version of Voco called Voco Solution Portal (VSP). VSP is a comprehensive solution based on the current, proven 3radical Voco platform. VSP retains the core capabilities of the existing platform but offers a more user-friendly and simpler configuration process for commonly used "journeys" and experiences to enable 3radical's customers to directly deploy their own campaigns and experiences on the Platform with minimal training, or make adjustments as necessary, without deferring to 3radical. Where more complex requirements exist, these can still be delivered using the current Platform and 3radical's personnel as required.

 

VSP has entered beta testing and is expected to be rolled out commercially in the summer of 2024.

Key benefits of VSP:

 

·   Easily brought 'in house': Enables clients to deploy campaigns independently, reducing reliance on 3radical's team and providing clients with greater control.

·    Agency friendly: Agencies can independently use VSP and combine it with other campaign strategies to provide a single point of contact for their clients.

·   Low friction entry point: the Directors believe that the "plug-and-play" nature of VSP will provide 3radical with easier access to marketing teams and larger enterprise clients.

·   Simplified interface: A user-friendly configuration process for creating and deploying common interactive experiences requiring no technical expertise

·    Robust enterprise features: Retains the core capabilities of the existing Platform for more complex needs.

·    Expert assistance: The 3radical team is available for support in deploying intricate experiences.

·    Progressive First Party Data capture: Utilises a staged approach for enhanced data quality.

·   Wide accessibility: The new interface makes the VSP platform accessible to a broader range of users, not just those with specialised skills and training.

 

Target market for VSP:

VSP makes 3radical Voco's capabilities accessible to a broader range of users, making it a versatile option for various types of organisations. The Directors believe it is particularly well-suited for:

 

·    SMEs (small and medium-sized enterprises): These businesses often lack the resources for extensive training or specialised teams to manage complex platforms. VSP offers a more accessible entry point for them to engage with their audience and collect First Party Data.

·    Marketing teams in larger organisations: These teams frequently need to roll out campaigns quickly and efficiently. VSP's streamlined interface allows for rapid deployment without the need for extensive technical support, making it a valuable tool for agile marketing strategies.

·    Agencies: Agencies managing multiple client campaigns require a flexible yet powerful tool that can adapt to various needs. VSP's user-friendly interface and robust backend make it particularly suitable for delivering tailored audience engagement experiences.

·    The Directors believe that VSP fills a gap in the market, offering a powerful yet user-friendly solution for audience engagement and First Party Data collection. Additionally, VSP will reduce the customer support resource required within 3radical as well as providing a low friction entry point to enterprise clients.

 

4. Research and development

 

Nearly £8 million has been invested in research and development to build the Platform to date. 3radical continues to develop proprietary technology that drives the 3radical Voco software platform and its features, as well as focusing on the development and launch of VSP in the summer of 2024.

 

3radical performs its research and development activities in-house using its UK and Singapore teams, and using contractors as necessary.

 

The Platform is hosted on Amazon Web Services (AWS) infrastructure, and is highly scalable, enabling customers to rapidly build interactive digital experiences (e.g., quizzes with prizes) and deploy these across websites and other channels.

 

3radical Voco is regularly penetration tested and evaluated by demanding enterprise clients for robustness and security, such as Mastercard.

 

5. Revenue model

 

3radical obtains its revenue from four sources:

 

Annual licence - This is 3radical's preferred method for billing customers, with cash typically collected upfront at the start of the licence year, except for the US market which is principally billed monthly. The average value of a licence is £43,000 per annum1 but can range from as low as £36,000 to as high as £97,000 annually and typically lasts for one year up to five years.

 

Proof of concept (PoC) - A PoC licence is offered to potential customers as a trial, with the aim of signing them up for an annual licence. The PoC licence lasts between one and six months and the average value ranges from £13,000 to £20,000 and includes services.

 

One-off campaigns - Some customers prefer to use Voco for one-off campaigns. During this period, the customer can be supported by 3radical's Customer Success team who can customise campaigns. The name "one-off" can be misleading as 3radical has customers who regularly opt for multiple campaigns each year on this basis. One off campaigns typically last up to three months and deal sizes are up to c. £30,000 and including services.

 

Implementation - A fee is charged to cover consultancy costs to configure Voco to meet the specific needs of the client. This fee ranges from £5,000 to £15,000.

 

The Directors believe revenue expansion opportunities arise from increased volume of data and users of Voco and adding brands or territories to a licence.

 

6. Customers

 

Current licence customers and multiple campaign users include the following:

 

UK	US	Singapore
Saint-Gobain (term licence) Bally Gamesys (term licence) Essilor (individual campaign licences) NSPCC (individual campaign licences)	Champion Petfoods (individual campaign / POC licence) Lions Club (term licence)	DBS Bank/POSB (term licence) Mastercard (individual campaign licences)

 

 

3radical Voco attracts interest from a broad spectrum of companies and brands. The Directors focus on and see particular opportunity in the retail, eCommerce, D2C and financial services sectors.

 

7. Sales and marketing

 

The Board believes that there is substantial opportunity to develop direct sales of 3radical Voco through investment in sales and marketing, and to accelerate reseller partner relationships, particularly as a result of the Acquisition, which will bring additional management and investment capability.

 

3radical currently has very limited resources for sales and marketing and therefore the Board believes there is a substantial unrealised opportunity. There are two commercial staff members (one in the UK and one in Singapore) who deliver marketing campaigns, prospect for new customers, account manage existing customers, and win and manage 3radical's reseller partner relationships. The UK commercial staff member also oversees the Customer Success team globally - the team which configures and implements 3radical Voco for customers. There is no marketing team and only very limited marketing activity, such as blog writing, which is outsourced to a B2B marketing agency. On 17 November 2023, conditional on Completion, 3radical entered into an agreement with Mymyne Limited (a company which is a related party to Electric Guitar), providing for substantially enhanced sales and marketing resources. A summary of the terms is set out in paragraph 16(b) of Part VII of this document.

 

Over the past year, a major area of focus of 3radical has been the development of reseller partnership relationships including with Allant in the US, and Mastercard in APAC. Both of these relationships have led to multiple customer wins.

 

Allant is a marketing service provider based in Chicago and which employs 3radical's former US team. The partnership maintains a US presence to continue maintaining and growing revenues for 3radical without the overhead of a US operation, with Allant receiving commission on software/support fees from sales and licences.

 

Mastercard is a partner of 3radical in APAC and is one of the world's largest payment processors. 3radical works with them to provide 3radical Voco to their customers and prospects.

 

As set out in paragraph 7 of Part I, following the Acquisition the expansion of sales and marketing will be a key focus for the Enlarged Group.

 

 

APPENDIX 2

 

FINANCIAL INFORMATION OF 3RADICAL LIMITED

 

SECTION A: HISTORICAL FINANCIAL INFORMATION OF 3RADICAL LIMITED FOR THE THREE YEARS ENDED 31 MARCH 2023

 

Consolidated Income Statement

 

	Note	Year ended 31 March 2023 £'000	Year ended 31 March 2022 £'000	Year ended 31 March 2021 £'000
Continuing operations
Revenue	5	710	619	600
Cost of sales		(212)	(145)	(190)
Gross Profit		498	474	410
Other operating income		7	25	117
Administrative expenses	7	(1,550)	(2,208)	(2,269)
Operating loss		(1,045)	(1,709)	(1,742)
Finance income /(cost)	9	(5)	(3)	(22)
(Loss) before tax		(1,050)	(1,712)	(1,764)
Taxation	10	190	136	163
(Loss) for the year		(860)	(1,576)	(1,601)
Attributable to:
Equity holders of the parent		(860)	(1,576)	(1,601)
Net loss per share
Basic and diluted (pence)	11	(30)	(140)	(192)

 

 

Consolidated Statement of Comprehensive Income

 

	Year ended 31 March 2023	Year ended 31 March 2022	Year ended 31 March 2021
	£'000	£'000	£'000
Loss for the year	(860)	(1,576)	(1,601)
Other comprehensive income:
Exchange differences on translation of foreign operations	(248)	21	(90)
Total comprehensive loss for the year	(1,108)	(1,555)	(1,691)
Attributable to:
Equity holders of the parent	(1,108)	(1,555)	(1,691)

 

Consolidated Statement of Financial Position

	Note	As at 31 March 2023 £'000	As at 31 March 2022 £'000	As at 31 March 2021 £'000
ASSETS
Non-current assets
Property, plant & equipment	12	2	5	4
Investments	13	-	-	-
Total non-current assets		2	5	4
Current assets
Trade and other receivables	14	327	477	274
Cash and cash equivalents		38	88	322
Total current assets		365	565	596
TOTAL ASSETS		367	570	600
EQUITY
Share capital	16	1,338	1,300	918
Share premium		10,941	9,957	8,711
Share based payments reserves	17	35	74	78
Foreign currency translation reserve	17	(181)	67	46
Accumulated losses		(12,101)	(11,241)	(9,665)
Total equity		32	157	88
LIABILITIES
Current liabilities
Trade and other payables	15	335	413	512
Total liabilities		335	413	512
TOTAL EQUITY AND LIABILITIES		367	570	600

 

 

Consolidated Statement of Changes in Equity

 

	Note	Share Capital £'000	Share premium account £'000	Share based payments reserve £'000	Foreign currency translation £'000	Accumulated Losses £'000	Total Equity £'000
As at 1 April 2020		813	7,418	-	136	(8,064)	303
Comprehensive income
Loss for the year		-	-	-	-	(1,601)	(1,601)
Forex currency translation differences		-	-	-	(90)	-	(90)
Total comprehensive loss for the year		-	-	-	(90)	(1,601)	(1,691)
Transactions with owners
Issue of shares	16	105	1,293	-	-	-	1,398
Share based payments		-	-	78	-	-	78
As at 31 March 2021		918	8,711	78	46	(9,665)	88
Comprehensive income
Loss for the year		-	-	-	-	(1,576)	(1,576)
Forex currency translation differences		-	-	-	21	-	21
Total comprehensive loss for the year		-	-	-	21	(1,576)	(1,555)
Transactions with owners
Issue of shares	16	382	1,246	-	-	-	1,628
Share based payments		-	-	(4)	-	-	(4)
As at 31 March 2022		1,300	9,957	74	67	(11,241)	157
Comprehensive income
Loss for the year		-	-	-	-	(860)	(860)
Forex currency translation difference		-	-	-	(248)	-	(248)
Total comprehensive loss for the year		-	-	-	(248)	(860)	(1,108)
Transactions with owners
Issue of shares	16	38	984	-	-	-	1,022
Share based payments		-	-	(39)	-	-	(39)
As at 31 March 2023		1,338	10,941	35	(181)	(12,101)	32

 

Consolidated Statement of Cashflows

 

	Note	Year ended 31 March 2023 £'000	Year ended 31 March 2022 £'000	Year ended 31 March 2021 £'000
Net cash used in operating activities	18	(1,069)	(1,858)	(1,539)
Investing activities
Acquisition of property, plant and equipment	12	(3)	(4)	(5)
Net cash used in investing activities		(3)	(4)	(5)
Financing activities
Proceeds on issue of shares		1,022	1,628	1,398
Net cash from financing activities		1,022	1,628	1,398
Net decrease in cash and cash equivalents		(50)	(234)	(146)
Cash and cash equivalents at beginning of year		88	322	468
Cash and cash equivalents at end of year		38	88	322

 

Notes to the above historical financial information can be found in the Admission Document which will be available later today on the Company's website at www.electricguitarplc.com.

 

There are no key differences between the Company's accounting policies and the policies used to present the financial information on 3radical.

 

SECTION B: INTERIM CONSOLIDATED FINANCIAL INFORMATION OF 3RADICAL LIMITED

FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2023

 

		Six months to 30 September 2023		Six months to 30 September 2022
		(Unaudited)		(Unaudited)
	Notes	£'000		£'000
Continuing operations
Revenue	3	259		384
Cost of sales		(96)		(99)
Gross Profit		163		285
Administrative expenses	5	(777)		(567)
Depreciation		(1)		(2)
Operating Loss		(615)		(284)
Finance income		-		3
Finance expense		-		(5)
Loss before tax		(615)		(286)
Tax		-		-
Loss for the period		(615)		(286)
Attributable to:
Equity holders of the parent		(615)		(286)
Net loss per share
Basic and diluted (pence)**	7	(9.9)		(20.1)

 

 

All items in the above statement derive from continuing operations.

 

** Various warrants and options outstanding at the balance sheet date are not considered to have any dilutive effect as the average market price of the ordinary shares during the period did not exceed the exercise price of the warrants.

 

 

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

30 September 2023

 

	Six months to 30 September 2023		Six months to 30 September 2022
	(unaudited)		(unaudited)
	£'000		£'000
Loss for the period	(615)		(286)
Other comprehensive income:
Exchange differences on translation	47		11
of foreign operations
Total comprehensive loss for the year	(568)		(275)
Attributable to:
Equity holders of the parent	(585)		(275)

 

 

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

30 September 2023

 

		As at 30 September 2023		As at 31 March 2023
		(unaudited)		(audited)
	Notes	£'000		£'000
ASSETS
Non-current assets
Property, plant & equipment		1		2
Total non-current assets		1		2
Current assets
Trade and other receivables	7	140		327
Cash and cash equivalents		214		38
Total current assets		354		365
TOTAL ASSETS		355		367
EQUITY
Share capital	9	1,357		1,338
Share premium		11,451		10,941
Share based payments reserves		19		35
Foreign currency translation reserve		(75)		(180)
Accumulated losses		(12,717)		(12,102)
TOTAL EQUITY		35		32
LIABILITIES
Current liabilities
Trade and other payables	3, 8	320		335
TOTAL LIABILITIES		320		335
TOTAL EQUITY AND LIABILITIES		355		367

 

 

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

30 September 2023

 

	Notes	Share Capital	Share premium account	Share based payments reserve	Foreign currency translation	Accumulated Losses	Total Equity
		£'000	£'000	£'000	£'000	£'000	£'000
As at 1 April 2022		1,300	9,957	74	67	(11,241)	157
Comprehensive income
Loss for the period		-	-	-	-	(286)	(286)
Currency translation differences		-	-	-	(124)	-	(124)
Total comprehensive loss for the period		-	-	-	(124)	(286)	(410)
Transactions with owners
Issue of shares	10	24	626	-	-	-	650
Share based payments		-	-	(25)	-	-	(25)
As at 30 September 2022		1,324	10,583	49	(57)	(11,527)	372
Comprehensive income
Loss for the period		-	-	-	-	(574)	(574)
Currency translation differences		-	-	-	(124)	-	(124)
Total comprehensive loss for the period		-	-	-	(124)	(574)	(698)
Transactions with owners
Issue of shares	10	14	363	-	-	-	377
Share issue costs		-	(5)	-	-	-	(5)
Share based payments		-	-	(14)	-	-	(14)
As at 31 March 2023		1,338	10,941	35	(181)	(12,101)	32
Comprehensive income
Loss for the period		-	-	-	-	(615)	(615)
Currency translation difference		-	-	-	(105)	-	(105)
Total comprehensive loss for the period		-	-	-	(105)	(615)	(72)
Transactions with owners
Issue of shares	10	20	510	-	-	-	530
Share based payments		-	-	(16)	-	-	(16)
As at 30 September 2023		1,358	11,451	19	(286)	(12,716)	(174)

 

 

UNAUDITED CONDENSED CONSOLIDATED CASHFLOW STATEMENT

30 September 2023

 

		Six months to 30 September 2023		Six months to 30 September 2022
		(unaudited)		(unaudited)
	Notes	£'000		£'000
Operating loss		(615)		(284)
Adjustments for:
Share based payments		(16)		(25)
Depreciation		1		2
Foreign exchange differences	5	105		(568)
Operating cash flows before movements in working capital		(525)		(875)
(Increase)/decrease in receivables	8	187		384
Increase/(decrease) in payables	9	(16)		8
Cash used in operations		(354)		(483)
Investing activities
Acquisition of property, plant and equipment		-		2
Net cash used in investing activities		-		2
Financing activities
Proceeds on issue of shares	10	530		650
Net cash from financing activities		530		650
Net (decrease)/increase in cash and cash equivalents		176		169
Cash and cash equivalents at beginning of period		38		88
Cash and cash equivalents at end of period		214		257

 

 

Notes to the above historical financial information can be found in the Admission Document which will be available later today on the Company's website at www.electricguitarplc.com.

 

There are no key differences between the Company's accounting policies and the policies used to present the financial information on 3radical.

 

Events after the balance sheet date

On 18 July 2023, 3radical entered into a loan agreement with Anglia Securities Ltd for the provision of a drawdown facility of up to £215,000 at a rate of 21 per cent. per annum with a 5 per cent. drawdown fee. The loan and interest are repayable on completion of the reverse takeover by Electric Guitar Plc or 17 May 2024 whichever is sooner. 3radical drew an initial £50,000 against the facility on 16th November 2023 and a further £75,000 on 19 March 2024.

 

On 21st December 2023 the Board of 3radical approved the provision of a £100,000 unsecured loan facility by Sanderson Capital Partners Limited, Richard Horwood and Ben Lister, all of which has been advanced. The loan is subject to a 20 per cent. facility fee and the issue of 15 per cent. of the enlarged equity of the Company to the lenders. The loan is repayable together with the facility fee on completion of the acquisition of 3radical by Electric Guitar PLC, or 6 months from the date of the balance of the loan being drawn, whichever is the earlier.

 

NO SIGNIFICANT CHANGE

 

Save as disclosed in this announcement there has been no significant change in the financial position or performance of 3radical since 30 September 2023, being the date of the end of the last financial period to which financial information has been provided in the Admission Document.

 

 

APPENDIX 3

 

RELATED PARTY TRANSACTIONS

 

The following related party transactions have been entered into:

 

a.       the agreements with certain Directors to subscribe to new Ordinary Shares at the Issue Price in the Subscription as set out in paragraph 11 of Part 1 of Appendix 1 of this announcement;

 

b.       the agreements with certain Directors for the issue of Conversion Shares in satisfaction of accrued salary and bonuses as set out in paragraph 11 of Part 1 of Appendix 1 of this announcement;

 

c.       the proposed surrender of A-Series Warrants as set out in paragraph 15 of Part 1 of Appendix 1 of this announcement;

 

d.      John Regan and Richard Horwood have each agreed to defer payment of £39,600 of their salary and benefits until October 2025, and John Hutchinson has agreed to defer payment of £27,000 of his director's fee until October 2025. Such deferred amounts will be increased by 100 per cent. at the time of payment as recompense for the delayed payment;

 

e.       On 27 October 2023 the Company entered into a loan agreement with Sanderson Capital Partners Limited for the provision of a loan facility to the Company. The facility is an unsecured facility of up to £250,000 to be drawn down in three tranches on defined milestones prior to Admission. £200,000 has been drawn as at the date of this document and £50,000 is in the process of being drawn down. It is repayable on the earlier to occur of Admission and 31 May 2024, and will be satisfied by the issue of Loan Shares on Admission. Arrangement fees, drawdown fees and legal fees in connection with the facility totalling £70,000 will also be satisfied by the issue of Loan Shares;

 

f.       on 26 March 2024 the Company entered into a facility agreement with Sanderson Capital Partners Limited, supplementing a term sheet with Sanderson Capital Partners Limited signed on 11 March 2024, for the provision of a loan facility to the Company conditional on, inter alia, Completion and Admission. This agreement and the term sheet includes standard events of default, covenants and representations and warranties. The facility is an unsecured facility of up to £600,000 available to be drawn down during the period of 12 months from Admission on 30 days' notice (first draw not to be more than £100,000). At the end of the 12 month period, the Company has an option to extend the facility for a further 8 months in exchange for a facility fee of £15,000 which is payable at the end of the 8 month period. Fees of £105,000 are payable on Admission and will be satisfied by the issue of Loan Shares. The loan is convertible in whole or in part at any time by Sanderson Capital Partners Limited into Ordinary Shares at a price per share equal to the 5 day volume weighted average price of an Ordinary Share. The minimum conversion price per Ordinary Share is equal to the Issue Price;

 

g.       On 22 January 2024 3radical entered into a term sheet with Sanderson Capital Partners Limited for the provision of a loan facility to 3radical. The facility is an unsecured facility of up to £75,000, all of which has been drawn down. Subject to completion of the Acquisition and Admission, the Company has agreed to assume liability for this loan which will be repaid by the issue of Loan Shares at Admission. Fees connected with the facility of £20,000 are payable on Admission and will also be satisfied by the issue of Loan Shares;

 

h.     The Company has entered into a subscription agreement dated 3 April 2024 with Tanvier Malik pursuant to which Mr. Malik will subscribe for 8,333,330 Subscription Shares at the Issue Price. Mr. Malik is a person who has significant control of Sanderson Capital Partners Limited; and

 

i.      The Company has entered into a subscription agreement dated 11 April 2024 with Sanderson Capital Partners Limited pursuant to which Sanderson Capital Partners Limited will subscribe for 4,761,900 Subscription Shares at the Issue Price. Sanderson Capital Partners Limited is a substantial shareholder in the Company.

 

The Existing Directors who are independent of the relevant transactions set out above consider the transactions to be fair and reasonable from the perspective of the Company and other shareholders in order to support and complete the Proposals.

 

 

APPENDIX 4

 

DEFINITIONS

 

The following section has been extracted without amendment from the Company's Admission Document published today. References to 'paragraphs', 'Parts' and 'this document' in this Appendix 4 relate to the Company's Admission Document which will be available later today on the Company's website at www.electricguitarplc.com.

 

"2021 Admission"	the admission of the Ordinary Shares to the standard segment of the Official List and to trading on the Main Market on 11 January 2022
"2021 Placing"	the placing of 40,000,000 Ordinary Shares at 3 pence per Ordinary Share pursuant to the 2021 Admission, as set out in the Company's prospectus dated 24 December 2021
"3radical"	3radical Limited, a company incorporated in England and Wales with the company number 07872556
"3radical Directors"	David Eldridge and George Stavrinidis
"3radical Group"	3radical and its subsidiaries
"Acquisition"	the proposed acquisition by the Company of the entire issued and to be issued share capital of 3radical pursuant to the terms of the Acquisition Agreement and the Minority Agreements
"Acquisition Agreement"	the conditional agreement dated 15 April 2024 between the Company and the Principal Sellers relating to the acquisition of the entire issued and to be issued share capital of 3radical, details of which are set out in paragraph 10 (h) of Part VII of this document
"Act"	the Companies Act 2006 (as amended)
"acting in concert"	shall bear the meaning ascribed thereto in the Takeover Code
"Admission"	the admission of the Enlarged Share Capital to trading on AIM becoming effective in accordance with Rule 6 of the AIM Rules for Companies
"Adviser Warrants"	the 2,238,333, warrants over new Ordinary Shares to be issued, conditional on Admission, to Allenby Capital, under the terms of a warrant instrument dated  15 April 2024, details of which are set out in paragraph 10 (m) of Part VII of this document
"AIM"	the market of that name operated by the London Stock Exchange
"AIM Rules"	the AIM Rules for Companies and the AIM Rules for Nominated Advisers
"AIM Rules for Companies"	the rules which set out the obligations and responsibilities in relation to companies whose shares are admitted to AIM as published by the London Stock Exchange from time to time
"AIM Rules for Nominated Advisers"	the rules which set out the eligibility, obligations and certain disciplinary matters in relation to nominated advisers as published by the London Stock Exchange from time to time
"Allant"	Allant Group LLC, Inc., a reseller partner of 3radical in the US
"Allenby Capital"	Allenby Capital Limited, a company incorporated in England and Wales under company number 06706681, the Company's nominated adviser and joint broker
"Anglia Loan"	The unsecured loan facility of £215,000 made by Anglia Securities Limited, further details of which are set out in paragraph 10 (c) of Part VII of this document
"APAC"	the Asia-Pacific region
"Articles"	the current articles of association of the Company, further details of which are set out at paragraph 6 of Part VII of this document, and which will be amended as set out in resolution 5 of the Notice of General Meeting
"Audit Committee"	the audit committee of the Company duly authorised by the Board
"Axis Capital Markets" or "Axis"	Axis Capital Markets Limited, a company incorporated in England and Wales under company number 08133033, the Company's joint broker
"Axis Warrants"	the 2,238,333 warrants over new Ordinary Shares to be issued, conditional on Admission, to Axis Capital Markets, under the terms of the warrant instrument dated 15 April 2024, details of which are set out in paragraph 10 (n) of Part VII of this document
"Board"	the directors of the Company as at the date of this document, whose names are set out on page 20 of this document
"Broker Warrants"	the Adviser Warrants, Axis Warrants and GIS Warrants
"Cancellation"	the cancellation of the admission of the Existing Ordinary Shares to the standard segment of the Official List and to trading on the Main Market
"Committees"	together the Audit Committee, Nomination Committee and Remuneration Committee
"Company" or "Electric Guitar"	Electric Guitar plc, a public limited company incorporated in registered office address is One Bartholomew Close, London, EC1A 7BL
"Completion"	completion of the sale and purchase of the entire issued and to be issued share capital of 3radical on Admission in accordance with the Acquisition Agreement, the Minority Agreements
"Concert Party"	David Eldridge, George Stavrinidis, Rebecca Trivella, Clive Armitage and certain other employees and shareholders of 3radical and their connected parties
"Conversion Shares"	the 4,655,420 new Ordinary Shares to be issued at the Issue Price to certain of the Directors, details of which are set out in paragraph 9 (e) and paragraph 9 (g) of Part VII of this document
"Consideration Shares"	the 61,184,843 new Ordinary Shares to be issued to the shareholders of 3radical on Completion, as consideration for the purchase of their shares in 3radical by the Company
"CREST"	the computerised settlement system to facilitate the transfer of title to shares in uncertificated form operated by Euroclear
"CREST Manual"	the rules governing the operation of CREST as published by Euroclear
"CREST Regulations"	Uncertificated Securities Regulations 2001 (S.1.2001 No.3755), including (i) any enactment or subordinate legislation which amends those regulations; and (ii) any applicable rules made under those regulations or such enactment or subordinate legislation for the time being in force
"Directors"	the Existing Directors and the Proposed Directors
"EDA"	the European Data Act
"Enlarged Group"	the Company and its subsidiaries following Completion
"Enlarged Share Capital"	the issued Ordinary Shares of the Company upon Admission comprising the Existing Ordinary Shares, the Fundraising Shares, the Loan Shares, the Conversion Shares, the Fee Shares and the Consideration Shares
"Equity Settlement"	the satisfaction of approximately £0.88 million of liabilities by the Company through the allotment and issue of the Conversion Shares, the Fee Shares and the Loan Shares
"EU"	the European Union
"Euro" or "€"	the Euro, the single currency of the European Union
"Euroclear"	Euroclear UK & International Limited, a company incorporated in England and Wales and the operator of CREST
"Existing Directors"	each of John Regan, John Hutchinson, Richard Horwood and Sarfraz Munshi
"Existing Ordinary Shares"	57,862,776 ordinary shares of £0.005 in the capital of the Company in issue as at the date of this document
"Fee Shares"	10,476,170 new Ordinary Shares to be issued by the Company at the Issue Price in satisfaction of £219,999.57 of fees payable by the Company and 3radical in connection with the Proposals as set out in paragraph 21(g) of Part VII of this document
"FCA"	the Financial Conduct Authority of the United Kingdom
"Form of Proxy"	the form of proxy accompanying this document for use by Shareholders at the General Meeting
"FSMA"	the Financial Services and Markets Act 2000 of the United Kingdom, as amended including any regulations made pursuant thereto
"Fundraising"	the Placing and the Subscription
"Fundraising Shares"	the Placing Shares and the Subscription Shares
"GIS"	Global Investment Strategy UK Limited, a company incorporated in England and Wales under company number 04576299
"GIS Warrants"	the 2,238,333, warrants over new Ordinary Shares to be issued, conditional on Admission, to GIS, under the terms of the warrant instrument dated 15 April 2024, details of which are set out in paragraph 10 (o) of Part VII of this document
"General Meeting"	the general meeting of the Company to be held at the offices of BDB Pitmans LLP, One Bartholomew Close, London, EC1A 7BL at 9.00 a.m. on 1 May 2024
"HMRC"	His Majesty's Revenue and Customs
"IFRS"	International Financial Reporting Standards as adopted by the United Kingdom
"Interim Financial Information of the Company"	the unaudited interim historical financial information of the Company for the six months ended 30 September 2022 and 30 September 2023, as set out in Appendix C of this document
"Interim Financial Information of the 3radical Group"	the unaudited interim historical financial information of the 3radical Group for the six months ended 30 September 2022 and 30 September 2023, as set out in Section C of Part IV of this document
"Issue Price"	2.1 pence per New Ordinary Share
"Joint Brokers"	Axis Capital Markets and Allenby Capital
"Listing Rules"	the Listing Rules of the FCA
"Loan Shares"	26,666,670 new Ordinary Shares to be issued at the Issue Price to Sanderson Capital Partners Limited and Anglia Securities Ltd pursuant to the repayment of: (i) £535,000 of certain loans and associated fees with Sanderson (details of which are set out in paragraph 10 (d), (e) and (f) of Part VII of this document) on Admission; and (ii) the repayment of £25,000 of the Anglia Loan (Details of which are set out in paragraph 10 (c) of part VII of this document
"Locked Box Accounts"	the unaudited consolidated balance sheet of the 3radical Group as at the Locked Box Date
"Locked Box Date"	30 September 2023
"Lock-in Deed"	the conditional lock-in and orderly marketing deeds dated 15 April 2024 entered into between the Locked-in Persons, the Company, Allenby Capital and Axis Capital Markets described in paragraph 14 of Part I and paragraph 10 (k) of Part VII of this document
"Lock-in Period"	means the period of up to 24 months from Admission
"Locked-in Persons"	the Directors and certain other persons who on Admission will hold, in aggregate, 113,360,297 Ordinary Shares and will be subject to lock-in and orderly marketing arrangements described in paragraph 14 of Part I and paragraph 10 (k) of Part VII of this document
"London Stock Exchange" or "LSE"	London Stock Exchange plc
"Main Market"	the LSE's main market for listed securities
"MAR"	the Market Abuse Regulation No. 596/2014 (as it forms part of domestic UK law pursuant to the European Union (Withdrawal) Act 2018)
"Mastercard"	a leading global technology company in the payments industry
"Minority Agreements"	the agreements, each dated 15 April 2024, relating to the acquisition of shares in 3radical between the Company and the shareholders of 3radical other than the Principal Sellers whose shares are to be acquired pursuant to the Acquisition Agreement, details of which are set out in paragraph 10 (h) of Part VII of this document
"New Board"	the directors of the Company from Admission, being each of John Hutchinson, John Regan, Richard Horwood and the Proposed Directors
"New Ordinary Shares"	together, the Fundraising Shares, the Loan Shares, the Conversion Shares, the Fee Shares and the Consideration Shares
"New Warrants"	the new warrants to be issued to Sarfraz Munshi, conditional on  Admission, to subscribe for New Ordinary Shares at the Issue Price, details of which are set out in paragraph 10 (p) of Part VII of this document
"Nomination Committee"	the nomination committee of the Company duly authorised by the Board
"Notice of General Meeting" or the "Notice"	the notice convening the General Meeting set out at the end of this document
"Official List"	the Official List maintained by the FCA in its capacity as competent authority for the purposes of Part VI of FSMA
"Ordinary Shares"	ordinary shares of £0.005 each in the issued share capital of the Company
"Panel"	the UK Panel on Takeovers and Mergers
"Placees"	investors to whom Placing Shares are to be issued pursuant to the Placing
"Placing"	the conditional placing by Axis Capital Markets and Allenby Capital on behalf of the Company of the Placing Shares at the Issue Price pursuant to the Placing Agreement
"Placing Agreement"	the conditional agreement dated 15 April 2024 between (1) the Company, (2) the Directors, (3) Allenby Capital and (4) Axis Capital Markets relating to the Placing and Admission, details of which are set out at paragraph 11 of Part I and paragraph 10 (j) of Part VII of this document
"Placing Shares"	29,738,090 new Ordinary Shares to be issued at the Issue Price to the Placees pursuant to the Placing
"Principal Sellers"	David Eldridge, Rebecca Trivella, Aaron Shrimpton, Steve Rogers and George Stavrinidis
"Proposals"	the Acquisition, the Fundraising, the Equity Settlement, the proposed amendments to the Articles, the Cancellation and the Admission
"Proposed Directors"	each of Caroline Worboys, David Eldridge and Grahame Cook"
"Prospectus Regulation Rules	the prospectus regulation rules made by the FCA pursuant to section 73A of FSMA as amended from time to time
"QCA"	the Quoted Companies Alliance
"QCA Code"	The Corporate Governance Code published by the QCA in April 2018 and as amended from time to time
"Registrar"	Share Registrars Limited
"Remuneration Committee"	the remuneration committee of the Company duly authorised by the Board
"Resolutions"	the resolutions set out in the Notice of General Meeting
"Restricted Jurisdiction"	the United States of America, Canada, Australia, the Republic of  South Africa and Japan or any other jurisdiction outside the United Kingdom where the distribution of this document and/or an offer to sell or issue, or the solicitation of an offer to subscribe for or buy, directly or indirectly, Fundraising Shares or other securities in the Company would contravene local securities laws or regulations
"Sanderson Loan"	the facility agreement with Sanderson Capital Partners Limited for £600,000 referred to in paragraph 10 (e) of this Part VII of this document
"Sellers"	the holders of shares in the capital of 3radical to be acquired by the Company pursuant to the Acquisition
"Share Dealing Policy"	the policy on share dealings adopted by the Company as more particularly described in paragraph 17 of Part I of this document
"Shareholder"	a holder of Ordinary Shares or New Ordinary Shares, as the context requires
"Share Options"	options to acquire new Ordinary Shares granted from time to time pursuant to the Share Plans
"Share Plans"	the Electric Guitar plc 2024 Employee Incentive Plan and the Electric Guitar plc 2024 Consultant Incentive Plan details of which are set out in paragraph 17 of Part VII of this document
"Sterling" or "£"	Pound sterling, the legal currency of the UK
"Subscribers"	the persons entering into the Subscription Letters
"Subscription"	the conditional subscription for the Subscription Shares at the Issue Price by the Subscribers pursuant to the Subscription Letters
"Subscription Letters"	the letters dated between 27 March 2024 and 12 April 2024 between the Company and each Subscriber pursuant to which each such Subscriber has agreed to subscribe for Subscription Shares
"Subscription Shares"	the 33,249,320 New Ordinary Shares to be allotted and issued at the Issue Price pursuant to the Subscription Letters
"Takeover Code"	the UK City Code on Takeovers and Mergers issued by the Panel as amended from time to time
"UK"	the United Kingdom
"Uncertificated" or "in uncertificated form"	recorded on the register of Ordinary Shares as being held in uncertificated form in CREST, and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST
"United States" or "US"	the United States of America, its territories and possessions, any state of the United States of America, the District of Columbia and all other areas subject to its jurisdiction
"US$"	United States dollar, the lawful currency of the United States of America
"Voco Solution Portal" or "VSP"	a new version of Voco, which has a simpler user interface and more pre-configured and automated deployment, designed for customers wanting to deploy 3radical solutions quickly and with minimal support
"Warrants"	the A-Series Warrants, the B-Series Warrants, the Broker Warrants and the New Warrants, details of which are set out in paragraph 10 of Part VII of this document

 

 

 

GLOSSARY

 

"A/B testing"	compares the performance of two versions of digital content to see which one appeals more to visitors/viewers
"ad-network"	a service that connects advertisers to websites and platforms, facilitating the buying and selling of advertising space, often using tracking, targeting and optimisation technologies
"AI"	artificial intelligence
"APAC"	Asia-Pacific
"API"	an application programming interface, being a set of rules and protocols for building and interacting with software applications, allowing different software systems to communicate with each other
"App"	short for application, a software programme designed to perform specific tasks for users, often running on mobile devices or computers
"browser"	a computer programme for displaying and navigating between web pages
"CAGR"	compound annual growth rate
"Cookie"	a small data file stored on a user's computer by the web browser, used to remember information about the user's visit and preferences
"CRM"	customer relationship management
"Data Protection & Digital Information (DPDI) Bill"	the UK Data Protection & Digital Information (No.2) Bill aims to simplify GDPR compliance in lower-risk situations while maintaining high data protection standards, and it is expected to become law in 2024
"D2C"	direct to consumer
"ESG"	environmental, social and governance
"First Party Data"	data collected by a company through customer interactions with its own channels having gained that individuals consent
"Flash Cookies"	also known as Local Shared Objects (LSOs), a type of Cookie used by Adobe Flash Player to store information on a user's computer often used in online advertising for tracking purposes because they are less likely to be deleted and can store more information than traditional Cookies
"General Data Protection Regulation" or "GDPR"	the General Data Protection Regulation (GDPR) is a regulation enacted by the European Union in 2018 to protect the privacy and personal data of EU citizens
"Generative AI"	a form of artificial intelligence technology that can produce various types of content, such as text, imagery or audio, using generative models
"Internet Protocol"	also referred to as 'IP', refers to a set of rules that govern how data is sent and received over the internet or similar networks.
"Machine Learning"	a branch of artificial intelligence where systems learn and improve from experience without being explicitly programmed
"MAMAA"	the five major technology companies: Meta, Amazon , Microsoft, Apple, and Alphabet (Google's parent company). This acronym was introduced as a replacement for the older acronym "FAANG," which stood for Facebook (now Meta), Apple, Amazon, Netflix, and Google
"MarTech"	marketing technology, referring to the software and tools used in digital marketing and advertising
"Software as a Service" or "SaaS"	a software licencing and delivery model in which software is licenced on a subscription basis and is centrally hosted
"Third Party Cookies"	a small data file created by an entity other than the website they are visiting placed on a user's device by the website they are visiting, commonly used to track user behaviour across multiple sites in order to serve targeted advertising or gather user data for analysis
"Third Party Data"	information collected by an entity that does not have a direct relationship with the user whose data is being collected
"UK GDPR"	the United Kingdom's version of the General Data Protection Regulation, a legal framework that sets guidelines for the collection and processing of personal information
"UK-US data bridge"	the UK-US data bridge that came into force on 12 October 2023, which aims to streamline and facilitate the smooth transfer of personal data between the UK and the US
"Unique Identifiers"	codes or numbers assigned to uniquely distinguish an individual, entity, object, or data set in a specific context
"XML"	Extensible Markup Language, a text-based format used for storing and transporting structured data across different systems and platforms
"Zero Party Data"	data that individuals have intentionally and proactively provided to the collector of that data

 

IMPORTANT NOTICES

 

Notice to Distributors

 

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended and as this is applied in the United Kingdom ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II and Regulation (EU) No 600/2014 of the European Parliament, as they form part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Ordinary Shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of: (a) retail investors who do not need a guaranteed income or capital protection and (b) investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). The Ordinary Shares are not appropriate for a target market of investors whose objectives include no capital loss.  Notwithstanding the Target Market Assessment, distributors should note that: the price of the Ordinary Shares may decline and investors could lose all or part of their investment; the Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Fundraising. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Allenby Capital and Axis Capital Markets will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Ordinary Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Ordinary Shares and determining appropriate distribution channels.

 

Forward Looking Statements

 

This announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "anticipates", "targets", "aims", "continues", "expects", "intends", "hopes", "may", "will", "would", "could" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not facts. They appear in a number of places throughout this announcement and include statements regarding the Directors' beliefs or current expectations. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Investors should not place undue reliance on forward-looking statements, which speak only as of the date of this announcement.

 

Notice to overseas persons

 

This announcement does not constitute, or form part of, a prospectus relating to the Company, nor does it constitute or contain any invitation or offer to any person, or any public offer, to subscribe for, purchase or otherwise acquire any shares in the Company or advise persons to do so in any jurisdiction, nor shall it, or any part of it form the basis of or be relied on in connection with any contract or as an inducement to enter into any contract or commitment with the Company.

 

This announcement is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into Australia, Canada, Japan, New Zealand or the Republic of South Africa or any jurisdiction into which the publication or distribution would be unlawful. This announcement is for information purposes only and does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire shares in the capital of the Company in  Australia, Canada, Japan, New Zealand, the Republic of South Africa or any jurisdiction in which such offer or solicitation would be unlawful or require preparation of any prospectus or other offer documentation or would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.  Persons into whose possession this announcement comes are required by the Company to inform themselves about, and to observe, such restrictions.

 

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America.  This announcement is not an offer of securities for sale into the United States of America.  The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States of America, except pursuant to an applicable exemption from registration.  No public offering of securities is being made in the United States of America.

 

General

 

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) or any previous announcement made by the Company is incorporated into, or forms part of, this announcement.

 

Allenby Capital, which is authorised and regulated by the FCA in the United Kingdom, is acting as financial adviser, Nominated Adviser and broker to the Company in connection with the Proposals. Allenby Capital will not be responsible to any person other than the Company for providing the protections afforded to clients of Allenby Capital or for providing advice to any other person in connection with the Proposals. Allenby Capital has not authorised the contents of, or any part of, this announcement, and no liability whatsoever is accepted by Allenby Capital for the accuracy of any information or opinions contained in this announcement or for the omission of any material information, save that nothing shall limit the liability of Allenby Capital for its own fraud.

 

Axis Capital Markets, which is authorised and regulated by the FCA in the United Kingdom, is acting as broker to the Company in connection with the Proposals. Axis Capital Markets will not be responsible to any person other than the Company for providing the protections afforded to clients of Axis Capital Markets or for providing advice to any other person in connection with the Proposals. Axis Capital Markets has not authorised the contents of, or any part of, this announcement, and no liability whatsoever is accepted by Axis Capital Markets for the accuracy of any information or opinions contained in this announcement or for the omission of any material information, save that nothing shall limit the liability of Axis Capital Markets for its own fraud.