TIDMBOOM
RNS Number : 4720X
Audioboom Group PLC
30 April 2019
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATIONS (EU) NO. 596/2014
("MAR"). IN ADDITION, MARKET SOUNDINGS WERE TAKEN IN RESPECT OF THE
MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT
CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION. 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.
30 April 2019
Audioboom Group plc
("Audioboom" or the "Company")
Proposed Placing and Subscription to raise GBP2.8 million at
2.5p per share
Directors' subscription participations and related party
transactions
Notice of Extraordinary General Meeting
The Board ("Board") of Audioboom (AIM: BOOM), the leading global
podcast company, is pleased to announce that it has conditionally
raised GBP2.8 million of new equity funding for growth, by way of a
placing and subscription (the "Placing and Subscription") of
112,000,000 new ordinary shares in the Company ("New Ordinary
Shares") at a price of 2.5 pence per share (the "Issue Price"). The
Placing and Subscription are subject, inter alia, to shareholder
approval at an extraordinary general meeting of the Company (the
"EGM").
In order to support and continue the strong revenue growth
experienced by Audioboom in Q4 2018 and Q1 2019, the proceeds of
the Placing and Subscription will be used predominantly to
accelerate the acquisition of established podcast content and their
audiences, with a view to increasing the Company's gross revenues
and gross margins in 2019 and beyond. In addition, funds will be
used to develop further co-production content partnerships and
Audioboom Originals productions, to deliver valuable original
content.
Further information on the Company, its strategy and background
to the Placing and Subscription is set out below in the extracts
from the shareholder circular which will be posted to shareholders
tomorrow (the "Circular").
Placing and Subscription Highlights:
-- The Company has conditionally raised GBP2.8 million (before
expenses) through a conditional placing of 52,000,000 New Ordinary
Shares and a conditional subscription of 60,000,000 New Ordinary
Shares in each case at 2.5 pence per new ordinary share.
-- The Issue Price represents a premium of approximately 2.04%
to the closing mid-market price of 2.45 pence per ordinary share on
29 April 2019.
-- The net proceeds of the Placing and Subscription will be used to:
o acquire established podcast content;
o develop further co-production content partnerships; and
o grow the Company's slate of Audioboom Originals
productions.
-- The Placing and Subscription are subject to shareholder
approval at the EGM on 21 May 2019. If approved, the New Ordinary
Shares are expected to be admitted to trading on AIM on 22 May
2019.
-- The New Ordinary Shares will represent approximately 8% of
the share capital of the Company as enlarged by the Placing and
Subscription.
-- The Company is in negotiations for the provision of a
guarantee facility to leading podcast content partners which would
enable Audioboom to offer further minimum revenue guarantees to
these partners without utilising its working capital.
Robert Proctor, Chief Executive Officer of Audioboom,
commented:
"We are delighted to secure this additional GBP2.8m funding at a
premium to the current market price and almost double that of our
last raise earlier this year. Once again, the support of our
existing shareholders has been crucial. In addition, we are
delighted to welcome a number of new investors to our register. The
proceeds of the fundraise will allow the Company to progress a
number of exciting opportunities to secure further leading podcast
content and talent. We hope also to be able to secure a new
guarantee facility which would provide the Company with further
firepower to assist in the acquisition of new podcast talent in our
high growth market."
Michael Tobin OBE, Non-Executive Chairman, has subscribed for
3,600,000 New Ordinary Shares, which represents an amount of
GBP90,000 at the Issue Price. Roger Maddock, a Non-Executive
Director, has subscribed for 2,000,000 New Ordinary Shares, which
represents an amount of GBP50,000 at the Issue Price. The Preston
Trust (being a trust for the benefit of the family of Roger
Maddock) has subscribed for 4,000,000 New Ordinary Shares, which
represents an amount of GBP100,000 at the Issue Price. Candy
Ventures SARL, a substantial shareholder of Audioboom, has
subscribed for 42,400,000 New Ordinary Shares, which represents an
amount of GBP1,060,000 at the Issue Price. The FCA notifications,
made in accordance with the requirements of the EU Market Abuse
Regulation, are appended below.
The subscriptions by Michael Tobin OBE, Roger Maddock, the
Preston Trust and Candy Ventures SARL constitute related party
transactions pursuant to AIM Rule 13. The directors of Audioboom
(with the exception of Michael Tobin, Roger Maddock and Steven
Smith, who is a director and 10% shareholder of Candy Ventures
SARL) consider, having consulted with Audioboom's nominated
adviser, Allenby Capital Limited, that the terms of the
subscriptions by Michael Tobin, Roger Maddock, the Preston Trust
and Candy Ventures SARL are fair and reasonable insofar as
Audioboom's shareholders are concerned.
Notice of Extraordinary General Meeting and Shareholder
Circular
The Placing and Subscription are conditional, inter alia, on the
approval by shareholders of resolutions to be proposed at the EGM
to provide authority to the Directors to allot the New Ordinary
Shares otherwise than on a pre-emptive basis.
The EGM will be held at the offices of Fladgate LLP, 16 Great
Queen Street, London, WC2B 5DG at 10:00 a.m. on 21 May 2019, to
seek this shareholder approval. The Circular containing the Notice
of EGM will be posted to shareholders in due course and will be
made available on the Company's website at
www.audioboomplc.com.
The above summary should be read in conjunction with the full
text of this announcement and the Circular, extracts from which are
set out below. All capitalised terms used throughout this
announcement shall have the meanings given to such terms in the
Definitions section of this announcement and as defined in the
Circular.
Enquiries
Audioboom Group plc
Rob Proctor, Chief Executive Officer Tel: +44(0)20 7403
6688
Allenby Capital Limited (Nominated adviser Tel: +44(0)20 3328
and Joint Broker) 5656
David Hart /Alex Brearley/Asha Chotai
Novum Securities (Joint Broker) Tel: +44(0)20 7399
9400
Colin Rowbury/Jon Belliss
Walbrook PR Limited (PR & IR Advisers) Tel: +44(0)20 7933
8780
Paul Cornelius / Sam Allen or audioboom@walbrookpr.com
Extracts from the Circular
(References to pages or paragraphs below refer to the relevant
pages or paragraphs of the Circular. References to 'this document'
refer to the Circular.)
Introduction
The Company announced on 30 April 2019 that it had conditionally
raised approximately GBP2.8 million (before expenses) by way of the
proposed Placing and Subscription of a total of 112,000,000 New
Ordinary Shares at the Issue Price of 2.5 pence per New Ordinary
Share. The net proceeds of the Placing and Subscription will be
used predominantly to fund, where appropriate, upfront, recoupable
advance payments which are required to secure the most popular and
established podcast content and their audiences, in order to
accelerate Audioboom's growth. The Placing and Subscription are
subject to, inter alia, the approval of Shareholders at the
Extraordinary General Meeting.
The purpose of this letter is to explain to Shareholders the
background to and reasons for the Placing and Subscription and to
provide Shareholders with notice of the Extraordinary General
Meeting to be convened in order to seek approval to grant such
share authorities to enable the Directors to complete the Placing
and Subscription. The Company is also seeking approval of
additional authorities to allot Ordinary Shares or rights over new
Ordinary Shares on a general basis, via Resolutions 3 and 4. The
Directors are seeking that shareholders approve a 10%
disapplication of pre-emption rights at the forthcoming
Extraordinary General Meeting, in order to provide the Board with,
amongst other things, the flexibility to quickly and efficiently
raise further equity funding that may become available and which
would allow the Company to pursue further commercial
opportunities.
Accordingly, the Company is seeking Shareholder approval of the
Resolutions which are to be put to the Extraordinary General
Meeting. If Shareholder approval of the Fundraising Resolutions is
not given at the Extraordinary General Meeting, neither the Placing
nor Subscription will be able to proceed as currently envisaged.
Accordingly, it is important that Shareholders vote in favour of
the Resolutions, in order that the Placing and Subscription can
proceed. The Notice of Extraordinary General Meeting is set out at
the end of this Circular and a Form of Proxy is also enclosed for
you to complete. This letter includes an explanation of the
Resolutions.
Admission of the New Ordinary Shares is expected to take place
at 8:00 a.m. on 22 May 2019, should the Fundraising Resolutions to
be proposed at the Extraordinary General Meeting, further details
of which can be found below, be passed at the Extraordinary General
Meeting.
Background to and reasons for the Placing and Subscription
Recent trading and industry activity
On 3 April 2019, Audioboom announced an update on its trading
for the quarter ended 31 March 2019. Amongst other things, this
update reported that Audioboom had generated record quarterly
revenue of approximately US$4.6 million, which represented an
increase of approximately 180% relative to the three months ended
31 March 2018. The Company also reported significant increases in
other key performance indicators for the quarter ended 31 March
2019 relative to the same period in 2018, including increases in
brand advertiser count, revenue per 1,000 listens (eCPM) in the US
and total available premium advertising impressions.
The Board is of the view that the Company lost a total of
approximately US$5 million in revenues over the first nine months
of 2018, due to the aborted proposed acquisition of Triton Digital
Canada Inc, as the costs of this transaction prevented a number of
podcast renewals and the acquisition of new podcast content. The
Board is pleased that, following this disruption, the Company's
growth trajectory has been re-established, as evidenced by trading
for the fourth quarter of 2018 and the first quarter ended 31 March
2019.
During 2018, and more recently in the quarter ended 31 March
2019, there has been a significant level of corporate activity
involving a number of podcasting or podcasting related companies,
especially acquisitions and fundraisings. The Board believes that
this demonstrates that podcasting is gaining recognition as a
growth area within the digital media industry.
Growth strategy
The Company has currently sold over 82% of its available
advertising inventory for 2019 across its top ten podcasts, whilst
at the same time recording growth of active advertisers. The
Company's strategy is therefore now heavily focused on accelerating
its acquisition and production of podcasts, as the Board believes
that substantial growth opportunities are available to Audioboom
via the acquisition of both established 'Tier 1' podcasts and the
creation of Audioboom Original content.
Where appropriate, leading podcasters and podcast content
providers can seek upfront advance payments (which are fully
recoupable over the life of the contract) and minimum revenue
guarantees in podcast acquisition negotiations. In addition, the
Board believes that there are listener and revenue benefits to be
gained from supporting podcasts on the Audioboom network with
modest marketing and promotional budgets. Typically, established
Tier 1 podcasts require high, yet commensurate, minimum guarantees
and advances, whilst new podcasts typically require only a low (or
no) minimum revenue guarantee.
As highlighted in the Company's announcement of 25 February
2019, the Board believes that the Company is now able to provide
increasingly accurate forecast revenues for major, established
podcasts. Using podcast frequency and listener data, conservative
assumptions regarding the revenue per 1,000 listens (eCPM) rates
that a particular show will command, anticipated sell through rates
and the number of advertising slots per episode, Audioboom is able
to generate a minimum and maximum range of predicted gross annual
revenues.
Audioboom's strategy involves using these revenue predictions to
determine the appropriate levels of advances that can be offered to
win or renew established, revenue generating podcasts. Audioboom
has also used its forecasting process to determine a number of
non-preferred podcast content acquisition opportunities, where the
cost-effectiveness of the minimum guarantees required are not as
attractive as other opportunities. The Board believes that this
strategy will assist in managing the balance of potential risks and
rewards in relation to Audioboom providing minimum guarantees or
advances.
The established listener bases of existing 'Tier 1' podcasts can
be brought onto Audioboom's platform quickly following acquisition,
which should provide repetitive and relatively predictable
revenues.
Audioboom currently has a number of potential podcast content
acquisition opportunities in its preferred pipeline, which the
Board estimates have individual minimum annual revenue potential of
between approximately US$1 million and approximately US$7 million,
with such opportunities requiring upfront recoupable advances of
between approximately US$300,000 and approximately US$1
million.
Potential guarantee arrangements
In accordance with Audioboom's growth strategy, in order to
attract and secure established, leading podcasting talent to the
Audioboom platform, where appropriate it may be necessary for
Audioboom to offer minimum revenue guarantees and/or upfront
advance payments to the podcast content partner.
Whilst the proceeds of the Placing and Subscription will
predominantly be used for these purposes (as described above),
there are further immediate opportunities to secure leading podcast
content which the Company is actively pursuing. In order to allow
it to do so without tying up further working capital, certain
parties (including Michael Tobin, the Company's Chairman, and Candy
Ventures, a substantial shareholder in the Company) intend to enter
into an agreement for a facility that can provide the necessary
minimum revenue guarantees to the relevant content partners.
These guarantees are expected to be provided via a special
purpose vehicle ("SPV"). It is expected that the SPV will provide
the content partners with guarantees of up to approximately US$4
million in aggregate, securing the minimum guaranteed advertising
revenue share payable to the content partners pursuant to their
commercial agreements with Audioboom. No upfront payments would be
made to the content partners following the provision of the
guarantees.
In return for providing the guarantees, it is intended that
Audioboom will agree to pay the SPV an amount equivalent to 8% of
the net advertising revenue received by Audioboom in respect of the
relevant content partners' podcasts for which the guarantee has
been provided (after paying the content partner its share). In
addition, it is anticipated that the providers of the guarantees
will be granted warrants to subscribe for Ordinary Shares on the
basis of 2.5 million warrants (in aggregate) for each US$1 million
of guarantee provided (the "Warrants"). It is anticipated that the
exercise price of the Warrants will be at a premium to the
Company's current mid-market share price.
There is no guarantee that the agreement for the provision of
the necessary minimum revenue guarantees to relevant content
partners will proceed, nor as to the timing or terms thereof. The
Company will make an appropriate announcement with further details
if and when these arrangements are finalised. Given that Michael
Tobin and Candy Ventures are related parties of Audioboom in
accordance with rule 13 of the AIM Rules, any such transactions
involving Michael Tobin and Candy Ventures will be subject to
confirmation from the Company's independent Directors, having
consulted with the Company's nominated adviser, Allenby Capital,
that the transactions are considered to be fair and reasonable
insofar as Shareholders are concerned.
Use of proceeds
In addition to providing general working capital, the total net
proceeds of the Placing and Subscription, expected to be
approximately GBP2.7 million, will be principally used to fund
growth in three main areas:
-- Accelerating established podcast content acquisition, where
such opportunities have predictable revenues
-- Further development of co-production content partnerships,
with a view to increasing gross revenues and gross margins
-- Growing the Company's slate of Audioboom Originals
productions, with a view to increasing gross revenues, gross
margins and delivering valuable original content
Details of the Placing, Subscription and Admission
A total of GBP2.8 million (before expenses), representing the
issue of 112,000,000 New Ordinary Shares at the Issue Price, has
been raised by way of the Placing and Subscription.
The Placing and Subscription are conditional, inter alia,
upon:
-- the passing of the Fundraising Resolutions without amendment
at the Extraordinary General Meeting;
-- admission of the New Ordinary Shares to trading on AIM
becoming effective by not later than 8.00 a.m. on 22 May 2019 (or
such later time and/or date (not being later than 5 June 2019) as
Allenby Capital and the Company may agree).
In addition to the above, the Placing and the Subscription are
inter-conditional, and the Placing is conditional upon the Placing
Agreement (as described in more detail below) becoming
unconditional in all respects and not having been terminated in
accordance with its terms.
The Placing and Subscription will result in the issue of a total
of 112,000,000 New Ordinary Shares, representing, in aggregate,
approximately 8% of the Enlarged Share Capital. Such New Ordinary
Shares, when issued and fully paid, will rank pari passu in all
respects with the Existing Ordinary Shares and therefore will rank
equally for all dividends or other distributions declared, made or
paid after the relevant date of Admission.
Application will be made to the London Stock Exchange for the
New Ordinary Shares to be admitted to trading on AIM and,
conditional, inter alia, on the approval of Shareholders at the
Extraordinary General Meeting, admission of the New Ordinary Shares
is expected to occur on 22 May 2019.
It is expected that CREST accounts will be credited on the day
of Admission as regards the New Ordinary Shares in uncertificated
form and that certificates for those shares to be issued in
certificated form will be dispatched by first class post by 5 June
2019.
The Placing Agreement
Pursuant to the terms of the Placing Agreement, Allenby Capital,
as agent for the Company, has agreed conditionally to use its
reasonable endeavours to procure Placees for the Placing Shares at
the Issue Price. The Placing is not being underwritten.
The obligations of Allenby Capital under the Placing Agreement
are conditional, among other things, upon: (i) the passing of the
Fundraising Resolutions without amendment at the Extraordinary
General Meeting; and (ii) Admission becoming effective by not later
than 8.00 a.m. on 22 May 2019 (or such later time and/or date (not
being later than 5 June 2019) as Allenby Capital and the Company
may agree).
The Placing Agreement contains certain warranties and
indemnities given by the Company in favour of Allenby Capital as to
certain matters relating to the Company's group and its business.
The obligations of Allenby Capital under the Placing Agreement may
be terminated in certain circumstances if there occurs either a
breach of any of the warranties or if a materially adverse event
occurs at any time prior to Admission. If the conditions in the
Placing Agreement are not fulfilled on or before the relevant date
in the Placing Agreement or, if applicable, waived, then the
relevant placing monies will be returned to Placees without
interest at their own risk.
The Placing Agreement also provides for the Company to pay
Allenby Capital commissions and certain other costs and expenses
incidental to the Placing and Admission.
Related Party Transactions
Candy Ventures, a substantial shareholder of the Company, having
an interest in approximately 22.88% of the voting rights of the
Company, is subscribing for 42,400,000 New Ordinary Shares, which
represents an approximate aggregate amount of GBP1,060,000 at the
Issue Price, via the Candy Ventures Placing Participation. Nick
Candy (90% shareholder of Candy Ventures) is also considered to be
a related party of Audioboom by reason of his shareholding in Candy
Ventures. Steven Smith, a Non-Executive Director of the Company, is
also a director and 10% shareholder of Candy Ventures and,
accordingly, he too is a related party of Audioboom. The Candy
Ventures Placing Participation constitutes a related party
transaction under rule 13 of the AIM Rules.
Via the Director Subscription Participations, Non-Executive
Chairman Michael Tobin, Roger Maddock, a Non-Executive Director of
the Company, and the Preston Trust (being a trust for the benefit
of the family of Roger Maddock) have subscribed for 3,600,000 New
Ordinary Shares, 2,000,000 New Ordinary Shares and 4,000,000 New
Ordinary Shares respectively in the Subscription, which represent
amounts of GBP90,000, GBP50,000 and GBP100,000 respectively at the
Issue Price.
The Independent Directors (being Robert Proctor and Brad Clarke)
consider, having consulted with the Company's nominated adviser
Allenby Capital, that the terms of the Candy Ventures Placing
Participation and the Director Subscription Participations are fair
and reasonable insofar as Shareholders are concerned.
Immediately following Admission, Nick Candy will be directly and
indirectly interested in a total of 350,260,278 Ordinary Shares,
representing approximately 25.01% of the Enlarged Share Capital,
which includes the 337,260,278 Ordinary Shares held via Candy
Ventures.
Extraordinary General Meeting
A notice convening the Extraordinary General Meeting is set out
at the end of this Circular. The Extraordinary General Meeting of
the Company is to be held at the offices of Fladgate LLP at 16
Great Queen Street, London WC2B 5DG at 10:00 a.m. on 21 May
2019.
At the Extraordinary General Meeting, the following Resolutions
will be proposed:
1. an ordinary resolution to grant authority to the Directors to
allot Ordinary Shares up to a maximum of 112,000,000 New Ordinary
Shares pursuant to the Placing and Subscription;
2. subject to the passing of Resolution 1, a special resolution
to dis-apply pre-emption rights contained in the Articles in
respect of the allotment for cash of up to a maximum of 112,000,000
New Ordinary Shares pursuant to the Placing and Subscription;
3. an ordinary resolution to grant authority to the Directors to
allot Ordinary Shares or rights over new Ordinary Shares up to a
maximum of 140,000,000 new Ordinary Shares, representing
approximately 10% of the Company's Enlarged Share Capital, on a
pre-emptive basis; and
4. subject to the passing of Resolution 3, a special resolution
to dis-apply pre-emption rights contained in the Articles in
respect of the allotment for cash of up to a maximum of 140,000,000
new Ordinary Shares on a non pre-emptive basis. This authority is
being sought to enable the Directors to issue Ordinary Shares to
Michael Tobin upon exercise of the existing warrants held by him,
the exercise of which he had consented to defer until after the
date of the Extraordinary General Meeting, as well as to give the
Directors flexibility to take advantage of opportunities as and
when they arise.
Resolutions 1 and 3 will be proposed as ordinary resolutions and
Resolutions 2 and 4 will be proposed as special resolutions. Under
Jersey law, a special resolution requires a two-thirds majority of
those voting at the meeting in person or by proxy to vote in favour
of the resolution.
Action to be taken by Shareholders
Shareholders will find accompanying this Circular, a Form of
Proxy for use at the Extraordinary General Meeting. Whether or not
Shareholders intend to be present at the Extraordinary General
Meeting, they are requested to complete, sign and return the Form
of Proxy in accordance with the instructions printed on it to Link
Asset Services at PXS1, 34 Beckenham Road, Beckenham, Kent BR3 4ZF
as soon as possible and, in any event, so as to arrive no later
than 10:00 a.m. on 19 May 2019. Completion and return of the Form
of Proxy will not affect a Shareholder's right to attend and vote
in person at the Extraordinary General Meeting if they so wish.
Further information regarding the appointment of proxies can be
found in the notes to the Notice of Extraordinary General
Meeting.
In the case of non-registered Shareholders who receive these
materials through their broker or other intermediary, the
Shareholder should complete and send a letter of direction in
accordance with the instructions provided by their broker or other
intermediary.
In order for the Placing and Subscription to proceed,
Shareholders will need to approve the Fundraising Resolutions set
out in the Notice of Extraordinary General Meeting. If the
Fundraising Resolutions are not passed at the Extraordinary General
Meeting, the Placing and Subscription will not proceed in the form
currently envisaged, with the result that the anticipated net
proceeds of the Placing and Subscription will not become available
and the Company's business plans, growth prospects and available
working capital will be materially adversely affected as a
result.
Accordingly, it is important that Shareholders vote in favour of
the Fundraising Resolutions, in order that the Placing and
Subscription can proceed.
Total Voting Rights
Upon Admission, the Company's issued ordinary share capital will
consist of 1,400,675,619 Ordinary Shares with one voting right
each. The Company does not hold any Ordinary Shares in treasury.
Therefore, the total number of Ordinary Shares and voting rights in
the Company will be 1,400,675,619. 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.
Information 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 ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the
"Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the Product Governance
Requirements) may otherwise have with respect thereto, the New
Ordinary Shares have been subject to a product approval process,
which has determined that the New Ordinary Shares are: (i)
compatible with an end target market of retail investors and
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").
Notwithstanding the Target Market Assessment, investors should note
that: the price of the New Ordinary Shares may decline and
investors could lose all or part of their investment; New Ordinary
Shares offer no guaranteed income and no capital protection; and an
investment in the New 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 Placing and Subscription. Furthermore, it is noted that,
notwithstanding the Target Market Assessment, only investors who
have met the criteria of professional clients and eligible
counterparties have been procured. 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 New Ordinary Shares.
DEFINITIONS
Admission the admission of the New Ordinary Shares
to trading on AIM becoming effective
in accordance with the AIM Rules.
AIM AIM, a market operated by the London
Stock Exchange.
AIM Rules the AIM Rules for Companies, as published
and amended from time to time by the
London Stock Exchange.
Allenby Capital Allenby Capital Limited, the Company's
nominated adviser and joint-broker pursuant
to the AIM Rules.
Articles the existing articles of association
of the Company as at the date of this
Circular.
Candy Ventures Candy Ventures SARL.
Candy Ventures Placing the 42,400,000 New Ordinary Shares that
Participation Candy Ventures is subscribing for at
the Issue Price in the Subscription.
Circular this document.
Company or Audioboom Audioboom Group plc.
CREST the computerised settlement system (as
defined in the CREST Regulations) which
facilitates the transfer of title to
shares in uncertificated form.
CREST Manual the manual, as amended from time to
time, produced by Euroclear UK & Ireland,
which facilitates the transfer of shares
in uncertificated form.
CREST member a person who has been admitted by Euroclear
UK and Ireland as a system-member (as
defined in the CREST Regulations).
CREST Regulations the Uncertificated Securities Regulations
2001 or the Companies (Uncertificated
Securities) (Jersey) Order 1999, including
(i) any enactment or subordinate legislation
which amends or supersedes those regulations
and (ii) any applicable rules made under
those regulations or any such enactment
or subordinate legislation for the time
being in force.
Directors or Board the directors of the Company.
Director Subscription the 3,600,000 New Ordinary Shares, the
Participations 2,000,000 New Ordinary Shares and the
4,000,000 New Ordinary Shares that Non-Executive
Chairman Michael Tobin, Roger Maddock,
a Non-Executive Director of the Company,
and the Preston Trust (being a trust
for the benefit of the family of Roger
Maddock) are respectively subscribing
for at the Issue Price in the Subscription.
Enlarged Share Capital the 1,400,675,619 Ordinary Shares in
issue immediately following Admission.
Euroclear UK & Ireland Euroclear UK & Ireland Limited, the
operator of CREST.
Existing Ordinary Shares the 1,288,675,619 existing Ordinary
Shares in issue in the capital of the
Company as at the date of this Circular.
Extraordinary General The extraordinary general meeting of
Meeting or EGM Shareholders to be held at the offices
of Fladgate LLP at 16 Great Queen Street,
London, WC2B 5DG at 10:00 a.m. on 21
May 2019.
Form of Proxy the form of proxy for use in connection
with the Extraordinary General Meeting
accompanying this Circular.
Fundraising Resolutions the resolutions numbered 1 and 2 to
be proposed at the Extraordinary General
Meeting as set out in the Notice of
Extraordinary General Meeting.
Independent Directors Robert Proctor and Brad Clarke, being
the Directors who are independent of
Candy Ventures and are not participating
in the Placing or Subscription.
ISIN International Securities Identification
Number.
Issue Price 2.5
pence per New Ordinary Share issued
in the Placing and Subscription.
Link Asset Services a trading name of Link Registrars Limited.
London Stock Exchange London Stock Exchange plc.
New Ordinary Shares the 112,000,000 new Ordinary Shares,
which have been placed with institutional
and other investors at the Issue Price,
pursuant to the Placing and the Subscription.
Notice of Extraordinary the notice of Extraordinary General
General Meeting Meeting set out at the end of this Circular.
Optionholders the holders of options to acquire Ordinary
Shares, offered or granted in accordance
with the share option scheme operated
by the Company.
Ordinary Shares the ordinary shares of no par value
in the capital of the Company.
Placees the persons who have conditionally agreed
to subscribe for the Placing Shares.
Placing the conditional placing of the Placing
Shares at the Issue Price, as described
in this Circular.
Placing Agreement the conditional agreement dated 29 April
2019 between: (1) the Company; and (2)
Allenby Capital relating to the Placing.
Placing Shares the 52,000,000 new Ordinary Shares,
which have been placed with institutional
and other investors at the Issue Price,
pursuant to the Placing.
Resolutions the resolutions to be proposed at the
Extraordinary General Meeting as set
out in the Notice of Extraordinary General
Meeting.
Shareholder(s) holder(s) of Ordinary Shares.
Subscription the conditional subscription of the
New Ordinary Shares at the Issue Price,
as described in this Circular.
UK the United Kingdom.
uncertificated or in recorded on the relevant register of
uncertificated form the share or security concerned as being
held in uncertificated form in CREST
and title to which may be transferred
by means of CREST.
US the United States of America.
US Person a US person as defined in Regulation
S promulgated under the US Securities
Act.
US Securities Act the United States Securities Act of
1933 (as amended).
US$ the lawful currency of the US.
Warrantholders the holders of warrants to acquire Ordinary
Shares.
GBP or pence the lawful currency of the UK.
About Audioboom
Audioboom is the leading global podcast company, consolidating
the business of on-demand audio, making content accessible,
wide-reaching and profitable for podcasters, advertisers and
brands. Audioboom operates internationally, with operations and
global partnerships across North America, Europe, Asia and
Australia, and addresses the issue of disparate podcast services by
putting all of the pieces of the puzzle together under one
umbrella, creating a user-friendly, economical experience.
Audioboom hosts over 13,000 content channels, with key partners
including A+E Networks (US), Associated Press (US), 'Astonishing
Legends' (US), 'Casefile True Crime' (AUS), Edith Bowman (UK),
'Felon True Crime Podcast' (AUS), Jonathan Ross (UK), 'Moneycontrol
Podcast' (India), 'No Such Thing As A Fish' (UK), Red FM (India),
Starburns Audio (US), 'The Cycling Podcast' (UK), 'The Totally
Football Show' (UK), 'The True Geordie Podcast' (UK) and
'Undisclosed' (US).
Original content produced by Audioboom includes 'The 45th' (US),
'Covert' (US), 'I Almost Knew That' (India), 'The Psychology Behind
with Dr Linda Papadopoulos' (UK), 'Ctrl Alt Win Podcast' (India),
'Deliberations' (US), 'It's Happening with Snooki & Joey' (US),
'Mafia' (US), 'Mission To Zyxx' (US),' Night Call' (US) and 'The
Russell Brand Podcast' (UK).
The platform receives over 60 million listens per month and
allows partners to share their content via Apple Podcasts,
BookMyShow, Deezer, Google Podcasts, iHeartRadio, RadioPublic,
Saavn, Spotify, Stitcher, Facebook and Twitter as well as their own
websites and mobile apps.
For more information, visit audioboom.com.
Notification and public disclosure of transactions by persons
discharging managerial responsibilities and persons closely
associated with them
1. Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Michael Tobin OBE
-------------------------------- ------------------------------------
2. Reason for the Notification
----------------------------------------------------------------------
a) Position/status Non-Executive Chairman
-------------------------------- ------------------------------------
b) Initial notification/Amendment Initial Notification
-------------------------------- ------------------------------------
3. Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
----------------------------------------------------------------------
a) Name Audioboom Group plc
-------------------------------- ------------------------------------
b) LEI 213800QO681575J97813
-------------------------------- ------------------------------------
4. Details of the transaction(s): section to be repeated for
(i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
----------------------------------------------------------------------
a) Description of the Financial Ordinary shares of no par value
instrument, type of instrument
Identification code ISIN: JE00B5NFKB77
-------------------------------- ------------------------------------
b) Nature of the transaction Subscription of new ordinary shares
-------------------------------- ------------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
2.5p 3,600,000
-------------------------------- ------------------------------------
d) Aggregated information:
--Aggregated volume N/A
--Price
-------------------------------- ------------------------------------
e) Date of the transaction 30 April 2019
-------------------------------- ------------------------------------
f) Place of the transaction Outside a trading venue
-------------------------------- ------------------------------------
1. Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Roger Maddock
-------------------------------- ------------------------------------
2. Reason for the Notification
----------------------------------------------------------------------
a) Position/status Non-Executive Director
-------------------------------- ------------------------------------
b) Initial notification/Amendment Initial Notification
-------------------------------- ------------------------------------
3. Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
----------------------------------------------------------------------
a) Name Audioboom Group plc
-------------------------------- ------------------------------------
b) LEI 213800QO681575J97813
-------------------------------- ------------------------------------
4. Details of the transaction(s): section to be repeated for
(i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
----------------------------------------------------------------------
a) Description of the Financial Ordinary shares of no par value
instrument, type of instrument
Identification code ISIN: JE00B5NFKB77
-------------------------------- ------------------------------------
b) Nature of the transaction Subscription of new ordinary shares
-------------------------------- ------------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
2.5p 2,000,000
-------------------------------- ------------------------------------
d) Aggregated information:
--Aggregated volume N/A
--Price
-------------------------------- ------------------------------------
e) Date of the transaction 30 April 2019
-------------------------------- ------------------------------------
f) Place of the transaction Outside a trading venue
-------------------------------- ------------------------------------
1. Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Curatus Trust Company (Mauritius)
Limited, which is subscribing on
behalf of the Preston Trust.
-------------------------------- --------------------------------------
2. Reason for the Notification
------------------------------------------------------------------------
a) Position/status The Preston Trust is a person closely
associated with Audioboom Group
plc's Non-Executive Director, Roger
Maddock who is a person discharging
managerial responsibilities.
-------------------------------- --------------------------------------
b) Initial notification/Amendment Initial Notification
-------------------------------- --------------------------------------
3. Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
------------------------------------------------------------------------
a) Name Audioboom Group plc
-------------------------------- --------------------------------------
b) LEI 213800QO681575J97813
-------------------------------- --------------------------------------
4. Details of the transaction(s): section to be repeated for
(i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
------------------------------------------------------------------------
a) Description of the Financial Ordinary shares of no par value
instrument, type of instrument
Identification code ISIN: JE00B5NFKB77
-------------------------------- --------------------------------------
b) Nature of the transaction Subscription of new ordinary shares
-------------------------------- --------------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
2.5p 4,000,000
-------------------------------- --------------------------------------
d) Aggregated information:
--Aggregated volume N/A
--Price
-------------------------------- --------------------------------------
e) Date of the transaction 30 April 2019
-------------------------------- --------------------------------------
f) Place of the transaction Outside a trading venue
-------------------------------- --------------------------------------
1. Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Candy Ventures SARL
-------------------------------- ------------------------------------------
2. Reason for the Notification
----------------------------------------------------------------------------
a) Position/status Candy Ventures SARL is a person
closely associated with Audioboom
Group plc's Non-Executive Director,
Steven Smith who is a person discharging
managerial responsibilities
-------------------------------- ------------------------------------------
b) Initial notification/Amendment Initial Notification
-------------------------------- ------------------------------------------
3. Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
----------------------------------------------------------------------------
a) Name Audioboom Group plc
-------------------------------- ------------------------------------------
b) LEI 213800QO681575J97813
-------------------------------- ------------------------------------------
4. Details of the transaction(s): section to be repeated for
(i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
----------------------------------------------------------------------------
a) Description of the Financial Ordinary shares of no par value
instrument, type of instrument
Identification code ISIN: JE00B5NFKB77
-------------------------------- ------------------------------------------
b) Nature of the transaction Subscription of new ordinary shares
-------------------------------- ------------------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
2.5p 42,400,000
-------------------------------- ------------------------------------------
d) Aggregated information:
--Aggregated volume N/A
--Price
-------------------------------- ------------------------------------------
e) Date of the transaction 30 April 2019
-------------------------------- ------------------------------------------
f) Place of the transaction Outside a trading venue
-------------------------------- ------------------------------------------
-ENDS-
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
MSCZMGZDRLNGLZM
(END) Dow Jones Newswires
April 30, 2019 02:00 ET (06:00 GMT)
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