TIDMBOOM
RNS Number : 2677C
Audioboom Group PLC
07 February 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")
US$4 million loan facility
Funded through to sustainable positive cash generation
Related party transaction
The Board of Audioboom (AIM: BOOM), the leading global podcast
company, is pleased to announce that the Company has entered into a
US$4 million secured loan facility arrangement (the "Facility")
with SPV Investments Limited (the "SPV"), a special purpose vehicle
owned equally by Tobin Ventures Limited (which is owned by Michael
Tobin, the Company's Chairman) and Candy Ventures sarl (the
Company's largest shareholder).
The Facility
Historically, the growth of Audioboom has been financed by the
issue of equity with consequential dilution to the Company's
shareholders, and the Board believes that the expectation of
potential equity issues has had a negative impact on the Company's
share price. The Board is increasingly confident in management's
ability to forecast performance and growth prospects, as
demonstrated by the recently announced 2019 year-end trading
update, in which market expectations were exceeded for the first
time in the Company's history. Whilst the Facility may not need to
be drawn down in full, the Board is confident that it will provide
sufficient headroom to fund the Company and its growth strategy
through to sustainable positive cash generation on a monthly
basis.
The Facility will be drawn down in accordance with an agreed
cash flow forecast schedule and has a minimum draw down amount of
US$200,000. The Facility will attract interest at a rate of 8 per
cent. per annum on drawn down funds, together with a US$80,000
arrangement fee payable on the first draw down, equivalent to 2 per
cent. of the full US$4 million available under the Facility.
Audioboom will also pay the SPV's legal and other costs incurred in
conjunction with the Facility, which are not expected to be
material. The accrued interest is payable at the date of repayment
of the principal amount outstanding. The latest date for repayment
is 24 months from the commencement of the Facility, however it may
be repaid earlier at the Company's election. Any amounts repaid
will not be available for subsequent drawdown. The SPV may require
early repayment of some or all of the amounts outstanding if the
Company undertakes a future equity fundraising (provided that a
minimum of US$3 million of any such fundraise must remain available
for other uses by the Company) or if there is a change of control
of the Company. The Facility will be secured against the assets of
Audioboom Limited and will contain events of default which are
customary in nature for this type of loan facility. The interest
rate payable will increase to 12 per cent. per annum in the case of
default on repayment by Audioboom.
The provision of the Facility is independent of the guarantee
facility provided by the SPV referred to in announcements on 17
June 2019 and 14 January 2020, which remains in force and
effect.
Stuart Last, Chief Executive Officer of Audioboom, commented: "I
am delighted that our Chairman and largest shareholder have
continued to demonstrate their support and belief in the Company's
prospects and strategy. This non-dilutive financing should fund
Audioboom through to sustainable positive cash generation and
allows the management team to remain focussed on delivering further
growth in what is an increasingly exciting market. We have made a
strong start to the year with bookings for 2020 ahead of management
expectations."
Related party transaction
The SPV is owned equally by Tobin Ventures Limited (a company
controlled by Michael Tobin, Audioboom's Chairman) and Candy
Ventures sarl (a substantial shareholder in the Company which
currently holds 25.6 per cent. of the Company's voting rights and
of which Steven Smith, a non-executive Director of Audioboom, is a
director and 10 per cent. shareholder). Nick Candy, a 90 per cent
shareholder of Candy Ventures sarl, has an interest in 26.1 per
cent of the Company's ordinary shares (including those held by
Candy Ventures sarl). Michael Tobin and Steven Smith are also
directors of the SPV. Consequently, entering into the Facility with
the SPV constitutes a related party transaction under rule 13 of
the AIM Rules.
The independent Directors (being Roger Maddock, Stuart Last and
Brad Clarke) consider, having consulted with the Company's
nominated adviser Allenby Capital Limited, that the terms of the
Facility are fair and reasonable insofar as the Company's
shareholders are concerned.
Enquiries
Audioboom Group plc Tel: +44(0)20 7403 6688
Stuart Last, Chief Executive Officer
Brad Clarke, Chief Financial Officer
Allenby Capital Limited (Nominated Adviser Tel: +44(0)20 3328 5656
and Broker)
David Hart /Alex Brearley/Asha Chotai
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 monetising 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),
'And That's Why We Drink' (US), 'No Such Thing As A Fish' (UK),
'Starburns Audio' (US), '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, BookMyShow, 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.
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
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of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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