(Alliance News) - All Active Asset Capital Ltd on Monday said it was discussing a possible offer for podcast platform Audioboom Group PLC, but Audioboom responded that little has been said so far.
The London-based technology investor announced it is in "constructive discussions" about a possible GBP12.00 per share offer for Audioboom, an on-demand podcast platform that provides its users with advertising, distribution and production services.
Audioboom replied that it "has not had any material dialogue" with AAA since it was notified of the possible offer last Friday.
"The company does not have any comment to make regarding the possible offer at present and shareholders are advised to take no action," Audioboom said.
"There can be no certainty that AAA's proposal will result in an offer for the company, nor as to the terms on which any offer might be made."
According to takeover rules, AAA must make a firm offer for Audioboom by August 16, unless the deadline is extended by the Takeover Panel.
Meanwhile, AAA said that, were an offer to be made, it would consist of 12.5 new AAA shares and 200 pence in cash per Audioboom share.
This would value Audioboom shares at 1,200p each, a premium of 36% to Friday's closing price of 885p. That would make the offer worth about GBP188 million. As part of the transaction, AAA would place new AAA shares at 80p each to raise GBP150 million.
Audioboom shares were up 8.7% to 962.20p in London on Monday morning.
Shares in All Active Asset Capital were suspended from trading on AIM on April 29, last quoted at 53.00p each.
AAA has received irrevocable undertakings to accept such an offer in respect of 4.1 million Audioboom shares, representing 26% of its share capital. These include a 14.0% stake held by Candy Ventures SARL, the investment office of luxury real-estate developer Nick Candy.
"The directors believe the combination of AAA and Audioboom would create a compelling portfolio of innovative, high growth technology investments that could create significant new accretive value for the shareholders of both companies in the future," AAA said.
AAA said there are several preconditions for any offer. One condition is the recommendation of the offer by Audioboom board, though this can be waived.
The only pre-condition that isn't waivable, AAA said, is the completion of several proposals it announced at the start of the month. These were raising GBP15 million through a firm placing of 18.8 million shares priced at 80p each; completing the acquisition of Sentiance NV; and de-listing from AIM, which the company expects to occur next Friday.
As part of the Audioboom offer, AAA still would de-list, but directors would consider re-listing AAA on an "alternative international exchange" suited to its technology investments.
However, "there can be no certainty that any firm offer will be made even if the preconditions are satisfied or waived," the firm stressed.
Separately, AAA said that Allenby Capital Ltd has resigned as nominated advisor and broker on Sunday due to a conflict of interest. Allenby is the nomad, financial adviser and broker to Audioboom.
AAA shares remain suspended. Under AIM rules, AAA has one month to appoint a new nominated advisor.
In 2020, AAA's net assets grew sharply, hitting GBP14.0m on December 31, from GBP487,000 in January, despite posting a widened loss of GBP2.0 million, from GBP703,689 in 2019.
By Scarlett Butler; scarlettbutler@alliancenews.com
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Audioboom Grp. (BOOM)