Last checked at 21 Mar 2017 09:00
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION EU 596/2014 ("MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION AS PERMITTED BY MAR. THAT INSIDE INFORMATION IS SET OUT IN THIS ANNOUNCEMENT AND HAS BEEN DISCLOSED AS SOON AS POSSIBLE IN ACCORDANCE WITH PARAGRAPH 7 OF ARTICLE 17 OF MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THE INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION IN RELATION TO THE COMPANY AND ITS SECURITIES.
21 March 2017
Audioboom Group plc
("Audioboom" or "the Company")
Placing and Subscription to raise up to £4 million
Conversion of convertible loan note
Notice of General Meeting
Further to the announcement made earlier today, Audioboom Group plc (AIM:BOOM), the leading spoken word audio on-demand platform, is pleased to announce that Roger Maddock, Non-Executive Director of the Company, and Candy Ventures SARL (an investment vehicle controlled by Nick Candy) have conditionally subscribed for 1,600,000 and 8,000,000 Subscription Shares respectively (a total aggregate amount of £40,000 and £200,000 respectively at the Issue Price). The participation of Mr Maddock and Candy Ventures SARL is on the same terms as those described in the Company's announcement made earlier today (the "Prior Announcement") and the Circular that will today be posted to shareholders, which is available on the Company's website, www.audioboomplc.com (the "Circular").
The definitions that apply throughout this announcement as set out in the Circular.
Following confirmation of the participation in the Subscription by Mr Maddock and Candy Ventures SARL, the gross proceeds of the Fundraise will be £4 million. The proceeds of the Fundraise will be applied towards the proposals outlined in the Prior Announcement.
The following table set out Roger Maddock's and Nick Candy's interest in Ordinary Shares as at today and immediately following First Admission and Second Admission.
Shareholder | Ordinary Shares held as at today | % of the current issue share capital | Participation in the Subscription | Interest immediately following First Admission | % of issued share capital immediately following First Admission | Loan Note Conversion Shares | Interest immediately following Second Admission
| % of issued share capital immediately following Second Admission |
Nick Candy* | 97,368,302 | 13.99 | 8,000,000 | 105,369,302 | 14.10 | 40,613,698 | 145,982,000 | 16.28 |
Roger Maddock | 15,513,556 | 2.23 | 1,600,000 | 17,113,556 | 2.29 | - | 17,113,556 | 1.91 |
* As at today, Nick Candy is interested in 24,820,000 Ordinary Shares held in his own (or his wife's) name and 72,548,302 Ordinary Shares held via Candy Ventures SARL. Immediately following First Admission, Nick Candy will be interested in 24,820,000 Ordinary Shares held in his own (or his wife's) name and 80,548,302 Ordinary Shares held via Candy Ventures SARL. Immediately following Second Admission Nick Candy will be interested in 24,820,000 Ordinary Shares held in his own (or his wife's) name and 121,162,000 Ordinary Shares held via Candy Ventures SARL.
Completion of the Subscription is conditional on First Admission. The Subscription Shares will, on First Admission, have the same rights in all respects with Existing Ordinary Shares, including the right to receive all dividends and other distributions declared.
Application will be made to the London Stock Exchange for the Subscription Shares, Placing Shares and Loan Note Conversion Shares to be admitted to trading on AIM and it is expected that First Admission will be effective and trading will commence on 23 March 2017 (or such other date, not being later than 21 April 2017). It is expected that Second Admission will be effective and trading will commence on 7 April 2017 (or such other date, not being later than 8 May 2017), subject to approval being received at the EGM of the Company.
Enquiries:
Audioboom Group plc | +44 (0)20 7403 6688 |
Rob Proctor, Chief Executive Officer | |
David McDonagh, Chief Financial Officer | |
Allenby Capital Limited (NOMAD/broker) | +44 (0)20 7167 6433 |
David Hart/James Thomas/Asha Chotai | |
Walbrook PR Ltd (PR & IR Advisors) | +44 (0)20 7933 8780 |
Paul Cornelius/ Sam Allen | or audioboom@walbrookpr.com |
Expected timetable of Principal Events
Circular posted to shareholders
| 21 March 2017 |
Admission and commencement of dealings in the First Placing Shares and the Subscription Shares
| 8.00 a.m. on 23 March 2017 |
CREST member accounts expected to be credited for the First Placing Shares and the Subscription Shares in uncertificated form (where applicable)
| 23 March 2017 |
Dispatch of definitive share certificates for the First Placing Shares and the Subscription Shares in certificated form (where applicable)
| 30 March 2017 |
Latest time and date for receipt of Form of Proxy
| 10.00 a.m. on 4 April 2017 |
Extraordinary General Meeting
| 10.00 a.m. on 6 April 2017 |
Admission and commencement of dealings in the Second Placing Shares and Loan Note Conversion Shares to trading on AIM
| 8.00 a.m. on 7 April 2017 |
CREST member accounts expected to be credited for the Second Placing Shares in uncertificated form (where applicable)
| 7 April 2017 |
Dispatch of definitive share certificates for the Second Placing Shares in certificated form (where applicable)
| 14 April 2017 |
Placing and Subscription Statistics
Issue Price
| 2.5 pence |
Number of Existing Ordinary Shares currently in issue
| 695,937,991 |
Total number of First Placing Shares
| 37,760,000 |
Total number of Subscription Shares
| 13,600,000 |
Total number of Second Placing Shares
| 108,640,000 |
Percentage of the Enlarged Share Capital comprised by the Placing Shares and the Subscription Shares
| 17.8 |
Defined terms used in this announcement will have the meaning (unless the context otherwise requires) as set out in this announcement and the Circular to be posted to Shareholders today, which will be available shortly on the Company's website www.audioboomplc.com