BIDS.L Regulatory News (BIDS)

NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE RETAINED VERSION OF EU REGULATION 596/2014 AS APPLIED IN THE UK ("MAR").

2 July 2021

Bidstack Group Plc

("Bidstack" or the "Company")

Results of Fundraise

Bidstack Group Plc (AIM: BIDS), the native in-game advertising group, is pleased to announce the results of the placing ("Placing") undertaken by Cenkos Securites Plc ("Cenkos") as agent of the Company and the subscription ("Subscription") (together the "Fundraise") announced on 1 July 2021.

In aggregate the Company has conditionally raised gross proceeds of a £10.863 million (before expenses) comprised as set out below.

A total of 488,157,516 new ordinary shares of 0.5 pence each in the capital of the Company (the "New Ordinary Shares") were placed by Cenkos with institutional and other investors at a price of 2.0 pence per Placing Share (the "Issue Price"), raising gross proceeds of a £9.763 million.

Certain directors of the Company and others have also subscribed for a total of 55,000,000 New Ordinary Shares at the Issue Price raising further gross proceeds of £1.1 million.

At least £3.2 million of the Placing has been raised under the Enterprise Investment Scheme and/or from Venture Capital Trusts.

The New Ordinary Shares being issued represent, in aggregate, circa 139.85 per cent. of Bidstack's issued ordinary share capital immediately prior to the Fundraise.

The Fundraise is conditional on the approval by Shareholders of resolutions granting authority for the Directors to issue the New Ordinary Shares free of statutory pre-emption rights ("Resolutions") at a General Meeting to be held at 11:00 a.m. on 19 July 2021 at Plexal, 14 East Bay Lane, The Press Centre, Here East, Queen Elizabeth Olympic Park, Stratford, London, E20 3BS ("General Meeting"). A circular containing a notice convening the General Meeting is expected to be issued by the Company today.

The New Ordinary Shares will, when issued, be subject to the Company's articles of association. They will be credited as fully paid and will rank pari passu in all respects with the existing ordinary shares in issue in the capital of the Company, including the right to receive all future dividends and distributions declared, made or paid on or in respect of such ordinary shares by reference to a record date falling after their date of issue.

The Fundraise is conditional upon, inter alia:

· shareholder approval of the Resolutions at the General Meeting; and

· Admission becoming effective not later than 8.00 a.m. (London time) on 20 July 2021 (or such later time and/or date, being not later than 8.00 a.m. (London time) on 31 July 2021, as Cenkos may agree with the Company) and the Placing Agreement not being terminated in accordance with its terms before that time.

Application will be made for the New Ordinary Shares to be admitted to trading on AIM ("Admission"). Admission is expected to become effective and trading will commence in the New Ordinary Shares at 8 a.m. on or around 20 July 2021.

As part of the Subscription Donald Stewart, Chairman of Bidstack, has subscribed for 1,500,000 New Ordinary Shares, John McIntosh, Director, has subscribed for 1,000,000 New Ordinary, Lisa Hau, Director, has subscribed for 1,000,000 New Ordinary Shares and Bryan Neider, proposed non-Executive Director, has subscribed for 750,000 New Ordinary Shares. Following the Fundraise the holdings of the Directors will be as follows:

Total Voting Rights

Following Admission becoming effective, the total number of voting rights in the Company will be 931,531,573. No ordinary shares of the Company are held in treasury. 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 in their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

Capitalised terms used but not defined in this announcement have the same meanings as set out in the Fundraise announcement of the Company released at 5.15 p.m. (BST) on 1 July 2021.

James Draper, Chief Executive Officer, Bidstack commented:

"I would like to thank our existing shareholders for their continued support and welcome new shareholders to the register. The new funds raised through this successful and oversubscribed fundraise will enable Bidstack to progress its growth strategy. We look forward to updating shareholders on our continued progress in due course."

Contacts

IMPORTANT NOTICE

Neither this Announcement, nor any copy of it, may be taken or transmitted, published or distributed, directly or indirectly, in or into the United States, Australia, Canada, Japan, or the Republic of South Africa or to any persons in any of those jurisdictions or any other jurisdiction where to do so would constitute a violation of the relevant securities laws of such jurisdiction. This Announcement is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for any shares in the capital of the Company in the United States, Australia, Canada, Japan or the Republic of South Africa or any other state or jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. Any failure to comply with these restrictions may constitute a violation of securities laws of such jurisdictions.

The Placing Shares and the Subscription Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an applicable exemption from the registration requirements of the US Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States. There is no intention to register any portion of the Placing or the Subscription in the United States or to conduct any public offering of securities in the United States or elsewhere.

Notice to all investors - disclaimers

Cenkos Securities Plc ("Cenkos") is authorised and regulated in the United Kingdom by the FCA. Cenkos is acting exclusively as joint broker and bookrunner to the Company in connection with the Placing and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to the Placing or any transaction, matter or arrangement described in this announcement.

SPARK Advisory Partners Limited ("SPARK"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as nominated adviser to the Company in relation to the Fundraise and is not acting for any other persons in relation to the Fundraise. SPARK Advisory Partners Limited is acting exclusively for the Company and for no one else in relation to the matters described in this announcement and is not advising any other person and accordingly will not be responsible to anyone other than the Company for providing the protections afforded to clients of SPARK Advisory Partners Limited, or for providing advice in relation to the contents of this announcement or any matter referred to in it.

Apart from the responsibilities and liabilities, if any, which may be imposed upon Cenkos and SPARK by the Financial Services and Markets Act 2000, as amended ("FSMA") or the regulatory regime established thereunder, neither Cenkos nor SPARK nor any of their affiliates, directors, officers, employees, agents or advisers accepts any responsibility whatsoever, and no representation or warranty, express or implied, is made or purported to be made by any of them, or on their behalf, for or in respect of the contents of this Announcement, including its accuracy, completeness, verification or sufficiency, or concerning any other document or statement made or purported to be made by it, or on its behalf, in connection with the Company, the New Ordinary Shares, the Placing and the Subscription, and nothing in this announcement is, or shall be relied upon as, a warranty or representation in this respect, whether as to the past or future. Each of Cenkos and SPARK and their affiliates, directors, officers, employees, agents and advisers disclaim, to the fullest extent permitted by law, all and any liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this announcement or any such statement.

No person has been authorised to give any information or to make any representations other than those contained in this Announcement and, if given or made, such information or representations must not be relied on as having been authorised by the Company or Cenkos or SPARK. Subject to the AIM Rules, the Prospectus Regulation Rules and the Disclosure Guidance and Transparency Rules of the FCA, the issue of this Announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this Announcement or that the information in it is correct as at any subsequent date.

Information to Distributors

Solely for the purposes of Article 9(8) of Commission Delegated Directive 2017/593 (the "Delegated Directive") regarding the responsibilities of manufacturers under 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 "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (i) compatible with the target market for the Placing 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 eligible distribution channels for dissemination of the Placing Shares, each as set out in this Announcement, as are permitted by MiFID II (the "Target Market Assessment").

Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing 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. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.

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 Placing Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.