Last checked at 12 Mar 2019 14:51
12 March 2019
Audioboom Group plc
("Audioboom" or the "Company")
Holdings in Company
Audioboom (AIM: BOOM), the leading global podcast company, announces that it has today been notified that Candy Ventures SARL, a company controlled by Nicholas Candy, has increased its holding in the Company to 291,510,278 ordinary shares in the Company ("Ordinary Shares"), which is equivalent to 22.62 per cent. of the Company's total issued ordinary share capital.
Nicholas Candy is a 90 per cent. shareholder of Candy Ventures SARL. Following the purchases by Candy Ventures SARL described above, Nicholas Candy is directly and indirectly interested in a total of 304,510,278 Ordinary Shares, representing approximately 23.63 per cent. of the Company's issued ordinary share capital, which includes the 291,510,278 Ordinary Shares held via Candy Ventures SARL.
Candy Ventures SARL is a person closely associated with Steven Smith, a non-executive director of the Company, who is a person discharging managerial responsibilities. Standard Form TR-1 notifications of major holdings and the FCA notification, made in accordance with the requirements of the EU Market Abuse Regulation, are appended below.
TR-1: Standard form for notification of major holdings
NOTIFICATION OF MAJOR HOLDINGS | ||||||
1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attachedii: | AUDIOBOOM GROUP PLC | |||||
1b. Please indicate if the issuer is a non-UK issuer (please mark with an "X" if appropriate) | ||||||
Non-UK issuer | ||||||
2. Reason for the notification (please mark the appropriate box or boxes with an "X") | ||||||
An acquisition or disposal of voting rights | X | |||||
An acquisition or disposal of financial instruments | ||||||
An event changing the breakdown of voting rights | ||||||
Other (please specify)iii: Issue of new ordinary shares | ||||||
3. Details of person subject to the notification obligationiv | ||||||
Name | Candy Ventures sarl | |||||
City and country of registered office (if applicable) | Luxembourg | |||||
4. Full name of shareholder(s) (if different from 3.)v | ||||||
Name | ||||||
City and country of registered office (if applicable) | ||||||
5. Date on which the threshold was crossed or reachedvi: | 12 March 2019 | |||||
6. Date on which issuer notified (DD/MM/YYYY): | 12 March 2019 | |||||
7. Total positions of person(s) subject to the notification obligation | ||||||
% of voting rights attached to shares (total of 8. A) | % of voting rights through financial instruments(total of 8.B 1 + 8.B 2) | Total of both in % (8.A + 8.B) | Total number of voting rights of issuervii | |||
Resulting situation on the date on which threshold was crossed or reached | 22.62% | 22.62% |
1,288,675,619
| |||
Position of previous notification (if applicable) | 21.33% | 21.33% | ||||
8. Notified details of the resulting situation on the date on which the threshold was crossed or reachedviii | |||||||||
A: Voting rights attached to shares | |||||||||
Class/type ofshares ISIN code (if possible) | Number of voting rightsix | % of voting rights | |||||||
Direct (Art 9 of Directive 2004/109/EC) (DTR5.1) | Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1) | Direct (Art 9 of Directive 2004/109/EC) (DTR5.1) | Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1) | ||||||
Ordinary Shares/ JE00B5NFKB77 | 291,510,278 | - | 22.62% | - | |||||
SUBTOTAL 8. A | |||||||||
| |||||||||
B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a)) | |||||||||
Type of financial instrument | Expirationdatex | Exercise/Conversion Periodxi | Number of voting rights that may be acquired if the instrument is exercised/converted. | % of voting rights | |||||
SUBTOTAL 8. B 1 | |||||||||
| |||||||||
B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b)) | |||||||||
Type of financial instrument | Expirationdatex | Exercise/Conversion Period xi | Physical or cash settlementxii | Number of voting rights | % of voting rights | ||||
SUBTOTAL 8.B.2 | |||||||||
| |||||||||
9. Information in relation to the person subject to the notification obligation (please mark the applicable box with an "X") | ||||
Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuerxiii | x | |||
Full chain of controlled undertakings through which the voting rights and/or thefinancial instruments are effectively held starting with the ultimate controlling natural person or legal entityxiv (please add additional rows as necessary) | ||||
Namexv | % of voting rights if it equals or is higher than the notifiable threshold | % of voting rights through financial instruments if it equals or is higher than the notifiable threshold | Total of both if it equals or is higher than the notifiable threshold | |
10. In case of proxy voting, please identify: | ||||
Name of the proxy holder | N/A | |||
The number and % of voting rights held | N/A | |||
The date until which the voting rights will be held | N/A | |||
11. Additional informationxvi | ||||
Place of completion | London |
Date of completion | 12 March 2019 |
TR-1: Standard form for notification of major holdings
NOTIFICATION OF MAJOR HOLDINGS i | ||||||
1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attachedii: | AUDIOBOOM GROUP PLC | |||||
1b. Please indicate if the issuer is a non-UK issuer (please mark with an "X" if appropriate) | ||||||
Non-UK issuer | ||||||
2. Reason for the notification (please mark the appropriate box or boxes with an "X") | ||||||
An acquisition or disposal of voting rights | X | |||||
An acquisition or disposal of financial instruments | ||||||
An event changing the breakdown of voting rights | ||||||
Other (please specify)iii: | ||||||
3. Details of person subject to the notification obligationiv | ||||||
Name | Nicholas Anthony Christopher Candy | |||||
City and country of registered office (if applicable) | London, UK | |||||
4. Full name of shareholder(s) (if different from 3.)v | ||||||
Name | ||||||
City and country of registered office (if applicable) | ||||||
5. Date on which the threshold was crossed or reachedvi: | 12 March 2019 | |||||
6. Date on which issuer notified (DD/MM/YYYY): | 12 March 2019 | |||||
7. Total positions of person(s) subject to the notification obligation | ||||||
% of voting rights attached to shares (total of 8. A) | % of voting rights through financial instruments(total of 8.B 1 + 8.B 2) | Total of both in % (8.A + 8.B) | Total number of voting rights of issuervii | |||
Resulting situation on the date on which threshold was crossed or reached | 23.63% | 23.63% | 1,288,675,619 | |||
Position of previous notification (if applicable) | 22.34% | 22.34% | ||||
8. Notified details of the resulting situation on the date on which the threshold was crossed or reachedviii | |||||||||
A: Voting rights attached to shares | |||||||||
Class/type ofshares ISIN code (if possible) | Number of voting rightsix | % of voting rights | |||||||
Direct (Art 9 of Directive 2004/109/EC) (DTR5.1) | Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1) | Direct (Art 9 of Directive 2004/109/EC) (DTR5.1) | Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1) | ||||||
Ordinary Shares/JE00B5NFKB77 | 13,000,000 | 291,510,278 | 1.01% | 22.62% | |||||
SUBTOTAL 8. A | 304,510,278 | 23.63% | |||||||
| |||||||||
B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a)) | |||||||||
Type of financial instrument | Expirationdatex | Exercise/Conversion Periodxi | Number of voting rights that may be acquired if the instrument is exercised/converted. | % of voting rights | |||||
SUBTOTAL 8. B 1 | |||||||||
| |||||||||
B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b)) | |||||||||
Type of financial instrument | Expirationdatex | Exercise/Conversion Period xi | Physical or cash settlementxii | Number of voting rights | % of voting rights | ||||
SUBTOTAL 8.B.2 | |||||||||
| |||||||||
9. Information in relation to the person subject to the notification obligation (please mark the applicable box with an "X") | ||||
Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuerxiii | ||||
Full chain of controlled undertakings through which the voting rights and/or thefinancial instruments are effectively held starting with the ultimate controlling natural person or legal entityxiv (please add additional rows as necessary) | X | |||
Namexv | % of voting rights if it equals or is higher than the notifiable threshold | % of voting rights through financial instruments if it equals or is higher than the notifiable threshold | Total of both if it equals or is higher than the notifiable threshold | |
Candy Ventures Sarl | 22.62% | |||
10. In case of proxy voting, please identify: | ||||
Name of the proxy holder | N/A | |||
The number and % of voting rights held | N/A | |||
The date until which the voting rights will be held | N/A | |||
11. Additional informationxvi | ||||
Place of completion | London |
Date of completion | 12 March 2019 |
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 notification/Amendment | Initial Notification
| ||||||||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||||||
a) | Name | Audioboom Group plc
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b) | LEI | 213800QO681575J97813
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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 of the Financial instrument, type of instrument
| Ordinary shares of no par value | ||||||||||
Identification code | ISIN: JE00B5NFKB77
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b) | Nature of the transaction | Purchase of shares
| ||||||||||
c) | Price(s) and volume(s) |
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d) | Aggregated information: ·Aggregated volume ·Price |
16,698,000 ordinary shares Average price of 2.03 pence per share
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e) | Date of the transaction | 28 February 2019 8 March 2019 11 March 2019 12 March 2019
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f) | Place of the transaction | London Stock Exchange, XLON
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