TIDMZIN
RNS Number : 9028A
Zinc Media Group PLC
24 January 2020
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES, THE REPUBLIC OF IRELAND, AUSTRALIA, CANADA, JAPAN,
THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO
SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS
OF THAT JURISDICTION.
Zinc Media Group plc
("Zinc Media" or the "Company")
PUBLICATION OF CIRCULAR
Further to its announcements of 17 January 2020, Zinc Media
Group plc, (AIM: ZIN), a leading TV and multimedia content
producer, confirms that it has today published a Circular relating
to its proposed placing of GBP3.5 million (gross), preference share
conversion, debt conversion, debt variation, share consolidation,
article amendments and share consolidation. The circular is
available to download from the Company's website,
www.zincmedia.com, and will today be posted to Shareholders who
have so elected.
Participation by Herald in the Placing and Preference Share
Conversion and by the John Booth Parties (as appropriate) in the
Placing and Debt Conversion gives rise to certain considerations
under the Code. Brief details of the Code and the protection this
affords Shareholders are in set out in the Circular.
Following completion of the Proposals, Herald's shareholding in
the Company will increase to 3,187,830 New Ordinary Shares,
equivalent to 40.30 per cent. of the Enlarged Share Capital and the
holding of the John Booth Parties will increase to 346,439 New
Ordinary Shares, equivalent to 4.38 per cent. of the Enlarged Share
Capital. In aggregate, the holding of the Concert Party will
increase to 3,534,269 New Ordinary Shares, equivalent to a total of
44.68 per cent. of the Enlarged Share Capital. Without a waiver of
the obligations under Rule 9 of the Code, these acquisitions would
require the Concert Party to make a general offer for the entire
issued and to be issued share capital of the Company not already
held by the Concert Party. The Panel has agreed with the Company to
grant such a waiver, subject to the passing at the General Meeting
by Independent Shareholders (being Shareholders other than the
members of the Concert Party) of the Whitewash Resolution, to be
taken on a poll.
Accompanying the Circular is a notice convening the General
Meeting, which is to be held at the offices of N+1 Singer, 1
Bartholomew Lane, London EC2N 2AX at 10.00 a.m. on 12 February
2020, at which the Resolutions, including the Whitewash Resolution,
will be proposed.
Application will be made to the London Stock Exchange for the
Placing Shares and the Conversion Shares to be admitted to trading
on AIM. It is expected that Admission will become effective at 8.00
a.m. on 13 February 2020. Following completion of the Share
Consolidation, the Company's New Ordinary Shares will continue to
be eligible for CREST settlement but will trade under a new ISIN,
GB00BJVLR251.
Capitalised terms used but not defined in this announcement have
the meanings set out in the announcement of 17 January 2020
released at 7.00 a.m. entitled 'Launch of Placing via Accelerated
Bookbuild'.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2020
Publication of the Circular 24 January
Latest time and date for receipt of Proxy
Votes 10.00 a.m. on 10 February
Record Date in respect of the Share Consolidation 6.00 p.m. on 12 February
General Meeting 10.00 a.m. on 12 February
Admission and dealings in the New Ordinary
Shares expected to commence on AIM 8.00 a.m. on 13 February
Where applicable, expected date for CREST
accounts to be credited in respect of the
New Ordinary Shares in uncertificated form 13 February
Where applicable, expected date for despatch
of definitive share certificates for New by no later than 27
Ordinary Shares in certificated form February
Expected date of initial directions hearing
of the Court (in respect of Capital Reduction)* 18 February
Record date in respect of the Capital Reduction* 6.00 p.m. on 16 March
Expected date of Court Hearing to confirm
the Capital Reduction* 17 March
Expected effective date for the Capital Reduction* 19 March
Notes:
1. Each of the times and dates above are indicative only and are
subject to change (including, in respect of those items marked '*',
any changes imposed by the Court). If any of the above times and/or
dates change, the revised times and/or dates will be notified by
the Company to Shareholders by announcement through a regulatory
information service.
2. All of the above times refer to London time unless otherwise stated.
3. The admission of the Placing Shares on AIM is conditional on,
inter alia, the passing of the Whitewash Resolution at the General
Meeting.
For further information, please contact:
Zinc Media Group plc +44 (0) 20 7878 2311
Mark Browning, CEO / Will Sawyer CFO
www.zincmedia.com
N+1 Singer (NOMAD and Joint Broker to Zinc
Media) +44 (0) 20 7496 3000
Mark Taylor / Lauren Kettle
Peterhouse Capital Limited (Joint Broker
to Zinc Media) +44 (0) 20 7469 0932
Martin Lampshire / Duncan Vasey / Eran Zucker
About Zinc
Zinc Media Group plc is a leading British based TV and content
creation company and operates 6 TV labels and a non-TV content
division called Zinc Communicate.
The six award winning and critically acclaimed television
production labels include: Blakeway, Brook Lapping, Films of
Record, Blakeway North, Reef Television and Tern Television, whose
brands produce television and radio programmes for both UK and
international broadcasters.
Zinc Communicate specialises in creating B2B communications
strategies and behaviour change programmes, campaigns and resources
for partners, businesses and government departments.
For further information on Zinc Media please visit:
http://www.zincmedia.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
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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