TIDMBOOM

RNS Number : 6387D

Audioboom Group PLC

20 February 2020

FORM 8 (OPD)

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

   1.         KEY INFORMATION 
 
 (a) Full name of discloser:                                                                    AUDIOBOOM GROUP PLC 
 (b) Owner or controller of interests and short positions disclosed, if different from 1(a): 
  The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), 
  settlor and beneficiaries must be named. 
                                                                                               -------------------- 
 (c) Name of offeror/offeree in relation to whose relevant securities this form relates:        AUDIOBOOM GROUP PLC 
  Use a separate form for each offeror/offeree 
                                                                                               -------------------- 
 (d) Is the discloser the offeror or the offeree?                                               OFFEREE 
                                                                                               -------------------- 
 (e) Date position held:                                                                        20 February 2020 
  The latest practicable date prior to the disclosure 
                                                                                               -------------------- 
 (f) In addition to the company in 1(c) above, is the discloser making disclosures in respect   N/A 
  of any other party to the offer? 
  If it is a cash offer or possible cash offer, state "N/A" 
                                                                                               -------------------- 
 
   2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE 

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

 
 Class of relevant security:                                                      Ordinary shares of no par value 
                                                                                   Interests          Short positions 
                                                                             ---------------------  ------------------ 
                                                                                 Number        %        Number      % 
                                                                             -------------  ------  -------------  --- 
 (1) Relevant securities owned and/or controlled:                               13,801*       0.1 
                                                                             -------------  ------  -------------  --- 
 (2) Cash-settled derivatives: 
                                                                             -------------  ------  -------------  --- 
 (3) Stock-settled derivatives (including options) and agreements to 
 purchase/sell: 
                                                                             -------------  ------  -------------  --- 
 
   TOTAL:                                                                       13,801*       0.1 
                                                                             -------------  ------  -------------  --- 
 

* See box 3c in relation to ordinary shares held by SONR News Limited, a 100% owned subsidiary of Audioboom Group plc, where Audioboom Group plc is able to control the voting of these ordinary shares.

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

   (b)        Rights to subscribe for new securities 
 
 Class of relevant security in relation to which subscription right exists:    N/A 
 Details, including nature of the rights concerned and relevant percentages:   N/A 
                                                                              ---- 
 
   3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE 
 
 Details of any interests, short positions and rights to subscribe (including directors' and 
  other employee options) of any person acting in concert with the party to the offer making 
  the disclosure: 
 
        (a) Beneficial holdings of the Directors of Audioboom Group plc (including their close relatives) 
        in its ordinary shares of no par value each Name                Number of ordinary   % of voting share 
                                    shares held             capital 
         Michael Tobin                  185,476               1.32% 
                            -------------------  ------------------ 
         Stuart Last                      4,172               0.03% 
                            -------------------  ------------------ 
         Brad Clarke                          -                   - 
                            -------------------  ------------------ 
         Roger Maddock(1)               368,461               2.63% 
                            -------------------  ------------------ 
         Steven Smith(2)                  4,764               0.03% 
                            -------------------  ------------------ 
 
 
        (1) Included in Roger Maddock's holding are 40,000 ordinary shares in Audioboom Group plc 
        held by the Preston Trust. The Preston Trust is a discretionary trust for the benefit of Roger 
        Maddock's children and grandchildren. Roger Maddock is the settlor, the trustees are Curatus 
        Trust Company (Mauritius) Limited, the protector is Attendus S.A and the trust structure is 
        administered by Attendus Trust Company AG. 
 
        (2) Steven Smith is a director and 10% shareholder of Candy Ventures sarl which holds 3,682,602 
        ordinary shares in Audioboom Group plc, which is equivalent to 26.29% of Audioboom Group plc's 
        current voting share capital. Nicholas Candy, 90% shareholder of Candy Ventures sarl holds 
        70,000 ordinary shares in Audioboom Group plc in his own name, which is equivalent to 0.50% 
        of Audioboom Group plc's current voting share capital. Candy Ventures sarl hold warrants exercisable 
        at a price of GBP3.30 until 13 January 2025 to subscribe for 21,875 ordinary shares in Audioboom 
        Group plc. Candy Ventures sarl hold warrants exercisable at a price of GBP3.30 until 14 June 
        2024 to subscribe for 12,500 ordinary shares in Audioboom Group plc. Nicholas Candy holds 
        warrants exercisable at a price of GBP2.50 until 31 March 2024 to subscribe for 120,000 ordinary 
        shares in Audioboom Group plc. Steven Smith, Candy Ventures sarl and Nicholas Candy are deemed 
        to be a Concert Party pursuant to the City Code on Takeover and Mergers. 
 
        (b) Beneficial holdings of the directors of Audioboom Group plc in rights to subscribe for 
        shares in Audioboom Group plc 
        Warrants to subscribe for ordinary shares in Audioboom Group plc: Name                 Date of grant     Exercise            Expiry Date           Number 
                                               price (p)                             outstanding 
                                1 September                         1 September 
         Michael Tobin                 2018      GBP1.30                   2023          100,000 
                1 September 
                       2018      GBP3.30                     To be determined**          100,000 
                1 September 
                       2018      GBP5.30                    To be determined***          100,000 
               14 June 2019      GBP3.30                           14 June 2024           12,500 
            13 January 2020      GBP3.30                        13 January 2025           21,875 
         ------------------  -----------  -------------------------------------  --------------- 
 
 
        ** These 100,000 warrants will vest if the Company's share price exceeds GBP3.30 for 60 days 
        from 1 September 2018 within any rolling six-month period. These warrants are exercisable 
        during a period from six months from vesting to five years from vesting. They also vest and 
        are exercisable on a change of control. 
 
        *** These 100,000 warrants will vest if the Company's share price exceeds GBP5.30 for 60 days 
        from 1 September 2018 within any rolling six-month period. These warrants are exercisable 
        during a period from six months from vesting to five years from vesting. They also vest and 
        are exercisable on a change of control. 
 
        Options over ordinary shares in Audioboom Group plc: Name                    Plan     Date of grant      Option      Expiry Date       Number 
                                                              price                   outstanding 
                                                                (p) 
                             Employee 
         Stuart          Share Option      24 September                 24 September 
          Last               Plan****              2015    GBP4.125             2025       10,660 
              9 March 2016    GBP3.125                                  9 March 2026        7,000 
                8 May 2017    GBP2.185                                    8 May 2027       52,340 
             20 March 2019     GBP1.30                                 20 March 2029       90,000 
               20 December                                               20 December 
                      2019    GBP2.075                                          2029       90,000 
          ----------------  ----------  --------------------------------------------  ----------- 
                             Employee 
                         Share Option       1 September                  1 September 
         Brad Clarke         Plan****              2018     GBP2.40             2028       65,000 
             20 March 2019     GBP1.30                                 20 March 2029      120,000 
          ----------------  ----------  --------------------------------------------  ----------- 
 
 
        **** The vesting of certain of these options is subject to performance conditions relating 
        to the Company's performance in terms of revenue and EBITDA metrics against budget. These 
        options vest and are exercisable on a change of control. 
 
 
        (c) Interests of persons acting in concert with Audioboom Group plc (in addition to those 
        set out in (a) above) in the ordinary shares of no par value each in Audioboom Group plcName                   Number of ordinary  % of voting share 
                                      shares held            capital 
        SONR News Limited(3)               13,801              0.10% 
                               ------------------  ----------------- 
 
 
        (3) SONR News Limited, a 100% owned subsidiary of Audioboom Group plc, holds 13,801 ordinary 
        shares in Audioboom Group plc on behalf of certain persons whose shares in SONR News Limited 
        were compulsorily acquired via statutory process by Audioboom Group plc (as part of the acquisition 
        by Audioboom Group plc of 100% of the ordinary shares in SONR News Limited in 2017) and who 
        have not as of today's date completed the necessary formalities for those shares to be transferred 
        into their own names. Audioboom Group plc is able to control the voting of these 13,801 ordinary 
        shares. 
        (d) Interest of total Concert Party in ordinary shares of no par value each in Audioboom 
        Group plc                        Number of ordinary   % of voting share 
         Holder                        shares held             capital 
         Total Concert Party               576,674               4.12% 
                               -------------------  ------------------ 
 
 
        (d) Interests of connected advisers 
        Allenby Capital Limited - Nil 
 

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

   4.         OTHER INFORMATION 
   (a)        Indemnity and other dealing arrangements 
 
 Details of any indemnity or option arrangement, or any agreement or understanding, formal 
  or informal, relating to relevant securities which may be an inducement to deal or refrain 
  from dealing entered into by the party to the offer making the disclosure or any person acting 
  in concert with it: 
  Irrevocable commitments and letters of intent should not be included. If there are no such 
  agreements, arrangements or understandings, state "none" 
 None 
 
   (b)        Agreements, arrangements or understandings relating to options or derivatives 
 
 Details of any agreement, arrangement or understanding, formal or informal, between the party 
  to the offer making the disclosure, or any person acting in concert with it, and any other 
  person relating to: 
  (i) the voting rights of any relevant securities under any option; or 
  (ii) the voting rights or future acquisition or disposal of any relevant securities to which 
  any derivative is referenced: 
  If there are no such agreements, arrangements or understandings, state "none" 
 None 
 
   (c)        Attachments 

Are any Supplemental Forms attached?

 
 Supplemental Form 8 (Open Positions)   NO 
 Supplemental Form 8 (SBL)              NO 
                                       --- 
 
 
 Date of disclosure:    20 February 2020 
 Contact name:          Brad Clarke 
                       -------------------- 
 Telephone number:      +44 (0)20 7403 6688 
                       -------------------- 
 

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk .

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

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