TIDMBOOM
RNS Number : 3910C
Audioboom Group PLC
17 June 2019
This announcement contains inside information as stipulated
under the Market Abuse Regulations (EU) no. 596/2014 ("MAR").
17 June 2019
Audioboom Group plc
("Audioboom", the "Group" or the "Company")
Podcast content funding guarantee arrangement
Up to US$4m of payment guarantees for new and existing leading
podcasts
Issue of warrants at 3.3p per share
Related party transactions
Audioboom (AIM: BOOM), the leading global podcast company, has
agreed a new content funding facility with SPV Investments Ltd, a
special purpose vehicle ('SPV'), which has been established and is
owned equally by Michael Tobin, the Company's Chairman, and Candy
Ventures sarl, the Company's largest shareholder.
The SPV will provide minimum revenue guarantees to certain
leading new content partners of the Company. In addition, the SPV
will provide minimum revenue guarantees to certain leading existing
Audioboom content partners when these contracts are being renewed.
The SPV will provide guarantees of up to US$4 million in aggregate,
to secure the minimum guaranteed advertising revenue share payable
to the content partners pursuant to their commercial agreements
with Audioboom. The provision of guarantees remains very much an
exception when negotiating terms with content partners and the
guarantees from the SPV will be used only to secure leading, high
profile, high revenue producing podcasts.
The use of third-party guarantees will allow Audioboom to sign
and renew certain leading podcast talent without tying up working
capital. In return, Audioboom will pay the SPV 8% of the net
advertising revenue (after paying the content partner its share)
received by Audioboom from podcasts for which the guarantee has
been provided. In addition, the underlying providers of the
guarantees will be granted 2.5 million warrants to subscribe for
ordinary shares in the Company for every US$1 million of guarantee
provided, subject to a maximum of 10 million warrants. The exercise
price of these warrants will be 3.3p per share each, with such
warrants being exercisable for five years from grant.
Initial use of the facility
The first use of the SPV will be for a guarantee of US$1 million
in relation to the renewal of one of Audioboom's most popular
entertainment podcasts. Audioboom has renewed an exclusive sales
and distribution contract with this show for 18 months with the
opportunity to work with the content partner on further podcast
projects together. Since launching with Audioboom this podcast has
been downloaded more than 20 million times. In Q1 2019, Audioboom
sold 100% of its available advertising inventory against this
podcast and the Directors believe that the new deal will more than
double the inventory that the Group can sell on this content.
This first guarantee provided by the SPV leads to an initial
grant of an aggregate of 2.5 million warrants split equally between
Michael Tobin and Candy Ventures sarl.
Audioboom is currently in negotiations in respect of the
acquisition of further new top tier content and it is anticipated
that more renewals and new podcasts with established, leading
podcast talent will be secured using the guarantee facility and
announced in the future.
Rob Proctor, CEO of Audioboom, commented: "Notwithstanding the
considerable revenue growth that Audioboom is currently enjoying
and - most importantly - improved cash flow position, we are
delighted that this guarantee facility has been put in place,
reflecting a huge vote of confidence from our Chairman and our
largest shareholder, Candy Ventures.
I am delighted that the first use of the guarantee from the SPV
is for the renewal of one of our most popular podcasts. I
anticipate that the SPV's guarantees will further allow us to
acquire new top tier content, much of which is currently being
negotiated. I look forward to the Company making further
announcements when these deals have completed.
The warrants issued to the guarantors are currently
significantly 'out of the money', which further demonstrates our
Chairman and largest shareholder's faith in Audioboom's future.
This structure means minimal dilution to shareholders compared to
an equity raise at current share price levels, yet provides
Audioboom with US$4 million of firepower to access new content that
will appeal to our ever growing roster of advertisers.
PWC recently forecast that podcast advertising in the US alone
will reach US$1 billion in 2021. Given the continued investment in
the sector and consolidation of key players by multi-national media
companies, I am very excited about the future for Audioboom, and
its shareholders."
Related party transactions
The SPV is owned 50/50 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 24.08% of the Company's voting rights, and of which
Steven Smith, a non-executive Director of Audioboom, is a director
and 10% shareholder). Consequently, the entry into the revenue
share agreement with the SPV and the granting of warrants as
contemplated by the revenue share agreement, constitute related
party transactions under rule 13 of the AIM Rules.
The independent Directors (being Roger Maddock, Rob Proctor and
Brad Clarke) consider, having consulted with the Company's
nominated adviser Allenby Capital, that the terms of the revenue
sharing agreement (including the granting of warrants as
contemplated by the revenue share agreement) are fair and
reasonable insofar as the Company's shareholders are concerned.
The FCA notifications in respect of the Warrants, made in
accordance with the requirements of the EU Market Abuse Regulation,
are appended below.
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 5656
and joint broker)
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
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 'Formula 1(R):
Beyond the Grid' (UK), 'And That's Why We Drink' (US), 'Dead Man
Talking' (UK), 'Blank Check' (US), 'The 45th' (US), 'Covert' (US),
'Deliberations' (US), 'It's Happening with Snooki & Joey' (US),
'Mafia' (US) and 'Night Call' (US).
The platform receives over 90 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 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 Initial notification
notification
/Amendment
------------------ ----------------------------------------------------
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 Warrants over ordinary shares of no par value
of the financial
instrument,
type of ISIN: JE00B5NFKB77
instrument
Identification
code
------------------ ----------------------------------------------------
b) Nature of Grant of Warrants
the transaction
------------------ ----------------------------------------------------
c) Price(s) Price(s) Volume(s)
and volume(s) Exercise price of
3.3p per share 1,250,000
----------
------------------ ----------------------------------------------------
d) Aggregated 1,250,000
information
- Aggregated Exercise price of 3.3p per share
volume
- Average
Price
------------------ ----------------------------------------------------
e) Date of 14 June 2019
the transaction
------------------ ----------------------------------------------------
f) Place of Outside of trading venue - grant of Warrants
the transaction
------------------ ----------------------------------------------------
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Michael Tobin
------------------ ----------------------------------------------
2 Reason for the notification
------------------------------------------------------------------
a) Position/status Non-Executive Chairman
------------------ ----------------------------------------------
b) Initial Initial notification
notification
/Amendment
------------------ ----------------------------------------------
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 Warrants over ordinary shares of no par value
of the financial
instrument,
type of ISIN: JE00B5NFKB77
instrument
Identification
code
------------------ ----------------------------------------------
b) Nature of Grant of Warrants
the transaction
------------------ ----------------------------------------------
c) Price(s) Price(s) Volume(s)
and volume(s) Exercise price of
3.3p per share 1,250,000
----------
------------------ ----------------------------------------------
d) Aggregated 1,250,000
information
- Aggregated Exercise price of 3.3p per share
volume
- Average
Price
------------------ ----------------------------------------------
e) Date of 14 June 2019
the transaction
------------------ ----------------------------------------------
f) Place of Outside of trading venue - grant of Warrants
the transaction
------------------ ----------------------------------------------
-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
MSCLLFVLRDIELIA
(END) Dow Jones Newswires
June 17, 2019 02:00 ET (06:00 GMT)
Grafico Azioni Audioboom (LSE:BOOM)
Storico
Da Mar 2024 a Apr 2024
Grafico Azioni Audioboom (LSE:BOOM)
Storico
Da Apr 2023 a Apr 2024
