TIDMBOOM
RNS Number : 9788B
Audioboom Group PLC
14 October 2020
This announcement contains inside information as stipulated
under the Market Abuse Regulations (EU) no. 596/2014 ("MAR").
Audioboom Group plc
("Audioboom", the "Group" or the "Company")
Q3 trading update
Record third quarter revenue of US$6.5 million
Significant improvement in EBITDA performance over Q3 2019
Conclusion of formal sale process
GBP3.15 million subscription for new shares at GBP2.25 per
share
26.8% premium to last closing share price
Audioboom (AIM: BOOM), the leading global podcast company, is
pleased to provide an update on record trading for the quarter
ended 30 September 2020 and announces the conclusion of its
strategic review and formal sale process together with a
subscription for new ordinary shares to raise GBP3.15 million at a
significant premium to the last closing share price.
Financial and operating highlights
-- Q3 2020 revenue of approximately US$6.5 million, up 15% on Q3
2019 (US$5.7 million) and up 19% on Q2 2020 (US$5.4 million). Total
revenue for the nine months to 30 September was US$18.3 million, up
18% on the same period last year (US$15.5 million). Year-on-year
growth for the nine months to 30 September outpaced the predicted
wider industry average by 73%*
-- Adjusted EBITDA** loss in Q3 of US$0.4 million represents an
improvement of 59% on Q3 2019 (US$1.0 million loss). Year to date
loss improved 32% to US$1.6 million (nine months to 30 September
2020: US$2.4 million loss)
-- Brand advertiser count of 252 as at 30 September 2020, up 3% on 30 September 2019 (244)
-- Global revenue per 1,000 downloads (eCPM) for September 2020
increased to US$32.69, up 19% on the same period last year
(September 2019: US$27.38) and up 29% from June 2020 (US$25.32).
Additionally, in Q3, the Audioboom Originals Network achieved an
eCPM of US$35.85, outperforming our wider network and providing
strong value to the business through an enhanced gross margin
-- Total available premium advertising impressions for the nine
months to 30 September 2020 up 8% to 1,235 million (2019: 1,138
million)
-- Access to capital of US$3.8 million as at 30 September 2020,
representing Group cash of US$0.5 million and US$3.3 million of the
SPV loan facility remaining undrawn. This does not include
additional proceeds of GBP3.15 million raised from the subscription
announced today. In addition, the Company has US$3.0 million of the
SPV content funding guarantee facility available, which was
announced on 17 June 2019.
* eMarketers August 2020 Podcast Advertising Revenue Report
states that US podcast advertising revenue is expected to grow by
10.4% in FY 2020 relative to FY 2019
**earnings before interest, tax, depreciation, amortisation,
share-based payments and material one-off items
Key commercial developments
-- Expansion of the Audioboom Originals Network with the launch
of Truth Vs Hollywood, Baby Mamas No Dramas, Huddled Masses, and
Because Mom Said So. Audioboom Originals continue to be a key
performing area of the business, with an eCPM of US$35.85, 10%
higher than our wider network
-- Enhanced our premium sales network through new commercial
partnerships with leading podcasts including Rotten Mango and Ari
Shaffir's Skeptic Tank
-- Maintained position as the 6(th) largest US podcast publisher
and largest international publisher in Australia in the Triton
Digital Podcast Reports
-- Signed a new commercial partnership with Rogers Sports &
Media to monetise Audioboom's advertising inventory in Canada, our
fourth largest market
-- Renewed our partnership with Nielsen to provide qualitative
audience data to inform Audioboom's sales operation
-- Significantly improved performance during the quarter from
our Ad Network, the programmatic advertising sector of our
business, with Q3 revenue from this area being 292% higher than Q1
2020
-- Concluded our strategic review and formal sale process with a
commitment to providing maximum long-term shareholder value through
continued independent growth, supported by a subscription for new
shares to raise GBP3.15 million at a significant premium to the
last closing share price
Conclusion of strategic review and formal sale process
The Company announced on 19 February 2020 that it had commenced
a formal sale process ("FSP") under the Takeover Code as part of
the Board's strategic review. Despite the impact of the coronavirus
pandemic, which was declared shortly after the FSP was launched,
the Company engaged with several interested parties during the
process and a number of these discussions advanced to a stage at
which potential deal structures and outline valuations were
proposed and considered. Throughout, the Board has been focussed on
achieving what it considers to be maximum value for shareholders
and would only consider recommending any potential transaction
where the terms of any such deal would create greater shareholder
value than would likely be achieved by continuing to pursue the
Group's own growth trajectory and plans in its current form. In the
current climate, there has been limited interest in paying the
level of premium to the prevailing share price that the Board
considers would represent appropriate value for shareholders and,
as such, the Board has not taken these discussions further.
The Board considers that, given the time elapsed, and in light
of the very encouraging continued growth and resilience to global
events evidenced by today's trading update, it is in the interests
of all shareholders to end the strategic review and FSP at this
stage and focus on further organic growth. This does not prevent
any parties approaching the Company in due course, but this would
no longer be within the framework of a FSP and the Company will not
be actively seeking prospective buyers. Audioboom is therefore no
longer deemed to be in an "offer period", as defined in the City
Code on Takeovers and Mergers.
Management notes that consistent feedback from interested
parties during the FSP highlighted the nascent stage of the
Company's original content and production operation. Although in
its early stages, the Audioboom Originals Network is at the core of
the Company's growth strategy with five new podcasts premiering in
the final quarter of 2020. Additionally, investment in the
production operation during 2021 will provide an enhanced level of
original content, IP, and network audience that the Directors
believe will improve business performance significantly.
As the FSP has concluded, the Company has terminated the
engagement with Raine Advisors Limited ("Raine"). There are no
transaction fees paid or payable to Raine.
Subscription
The Board was recently approached by One Nine Two Pte Ltd ("One
Nine Two"), a Singaporean company established to take advantage of
high tech growth opportunities, which expressed an interest in
subscribing for a 10% stake in the Company. Having resolved to
conclude the FSP for the reasons described above, the Board agreed
to One Nine Two's offer to subscribe at GBP2.25 per ordinary share
on the basis that it represents a significant premium of 26.8% to
the closing mid-market price on 13 October 2020.
Whilst the Company's existing funding remained sufficient to
take it through to its forecast cash breakeven position, this
subscription will provide further growth capital for investment,
principally in original content, aimed at driving additional growth
in the medium term.
The subscription, which is unconditional (other than as to
Admission) and is within the Company's existing authority to issue
shares on a non pre-emptive basis, is for a total of 1,400,000
ordinary shares of no par value in the Company (the "Subscription
Shares"), representing 9.96% of the Company's existing issued
ordinary share capital (equivalent to 9.06% of the issued ordinary
share capital as enlarged by this subscription) and raising net
proceeds of approximately GBP3.15 million.
Application has been made to the London Stock Exchange for the
Subscription Shares to be admitted to trading on AIM ("Admission").
The issue of the Subscription Shares is conditional upon Admission.
It is expected that Admission will become effective and dealings in
the Subscription Shares will commence at 8:00 am on 5 November
2020. The Subscription Shares will be issued credited as fully paid
and will rank in full for all dividends and other distributions
declared, made or paid in respect of the Company's ordinary shares
("Ordinary Shares") after the date of Admission and will otherwise
rank pari passu in all respects with the Company's existing
Ordinary Shares.
On Admission, the Company's issued ordinary share capital will
consist of 15,456,504 Ordinary Shares, with one voting right each.
The Company does not hold any Ordinary Shares in treasury.
Therefore, on Admission, the total number of Ordinary Shares and
voting rights in the Company will be 15,456,504. With effect from
Admission, this figure may be used by shareholders in the Company
as the denominator for the calculations by which they will
determine if they are required to notify their interest in, or a
change to their interest in, the share capital of the Company under
the FCA's Disclosure Guidance and Transparency Rules.
Stuart Last, CEO of Audioboom, commented: " I am delighted with
the speed at which Audioboom has rebounded from the challenges of
Covid-19, growing 19% from the second quarter, highlighting the
resilience and strong fundamentals that we have built into the
business.
Our growth continues to outpace that predicted for the wider
industry, with revenues for the nine months to 30 September 2020 up
18% on the same period in 2019 - more than 70% faster than the
projected US podcast market growth for 2020.
New content partnerships with major tier one podcasts such as
Rotten Mango and Skeptic Tank, plus strategic initiatives with
Nielsen and Rogers Sports & Media will provide good momentum as
we move into the final quarter, traditionally our strongest
performing period."
Michael Tobin, Chairman of Audioboom, commented : "I am pleased
that Audioboom can continue its growth story as an independent
business following the conclusion of our strategic review and
formal sale process. We were buoyed by the interest in Audioboom as
an acquisition target and as a leader in our field during a process
that was impacted significantly by Covid-19. In welcoming today's
subscription by One Nine Two, we are confident that our business
model and access to capital can drive our expansion independently
and provide the best route to exceptional long-term value for our
shareholders."
Enquiries
Audioboom Group plc Tel: +44(0)300 303
3765
Stuart Last, Chief Executive Officer
Brad Clarke, Chief Financial Officer
Allenby Capital Limited (Nominated Adviser Tel: +44(0)20 3328
and Broker) 5656
David Hart /Alex Brearley/Asha Chotai
(Corporate Finance)
Guy McDougall / Amrit Nahal (Equity Sales)
Walbrook PR Limited (PR & IR Advisers) Tel: +44(0)20 7933
8780
Nick Rome/Tom Cooper or audioboom@walbrookpr.com
About Audioboom
Audioboom is a global leader in podcasting - producing,
distributing and monetizing premium audio content to millions of
listeners around the world. Audioboom operates internationally,
with operations and global partnerships across North America,
Europe, Asia and Australia.
Audioboom provides technology and advertising services for a
premium network of 250 top tier podcasts, with key partners
including 'Casefile True Crime' (US), 'The Morning Toast' (US), 'No
Such Thing As A Fish' (UK), 'The Cycling Podcast' (UK) and 'The
Totally Football Show' (UK).
The Audioboom Originals Network is a slate of content produced
by Audioboom including 'The 45(th) ', 'Covert', 'It's Happening
with Snooki & Joey', 'Mafia', 'Dead Man Talking' and 'Blank
Check'.
The platform allows content to be distributed via Apple
Podcasts, Spotify, Pandora, Amazon Music, Deezer, Google Podcasts,
iHeartRadio, RadioPublic, Saavn, Stitcher, Facebook and Twitter as
well as a partner's own websites and mobile apps. For more
information, visit audioboom.com.
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END
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