Audioboom Grp. Regulatory News (BOOM)

17 March 2014

One Delta plc

 ("One Delta" or the "Company")

Subscription raising £3,485,000 and issue of equity

Agreement in principle to acquire Audioboo Limited

Highlights

· Subscription for 232,333,333 new ordinary shares at 1.5p per share to raise £3,485,000

· Significant participation from new and existing institutional and other investors

· Issue of 19,666,666 new ordinary sharesat 1.5p per share in lieu of fees amounting to £295,000

· Agreement in principle to acquire Audioboo Limited

Roger Maddock, Chairman, commented:

"We are delighted by the response from both new and existing investors to the fundraise and the new strategy we implemented in December 2013. Pursuant to such strategy we have appraised a number of potential investments in technology and media related companies and believe we are now well-placed to proceed with negotiations which will, if successful, lead to the acquisition of Audioboo Limited by way of a reverse takeover. We look forward to updating shareholders as to our progress."

Subscription and issue of shares

The Company is pleased to announce that it has raised £3,485,000 through the issue of 232,333,333 new ordinary shares of no par value at a subscription price of 1.5p per share ("Subscription Shares") with new and existing investors (the "Subscription"). In addition, the Company has agreed to issue 19,666,666 new ordinary shares of no par value at the subscription price of 1.5p per share ("Fee Shares") in satisfaction of certain fees owed to individuals by the Company amounting to an aggregate of £295,000.

The Subscription is in-line with the Company's stated strategy which was set out in the Notice of General Meeting posted to shareholders on 3 December 2013, and approved by shareholders at the Company's General Meeting on 18 December 2013. The Company stated that it would seek to undertake a potential fundraising and consider making investments in technology and media companies and/or assets where the Directors believe there are opportunities for growth which, if achieved, will be earnings enhancing for shareholders. Accordingly, the net proceeds of the Subscription will be used to support the current One Delta business (although there are very limited overheads), to finance any transaction costs and to provide working capital generally to support the enlarged group in the event of a transaction occurring.

The Company has reached a non-binding agreement in principle with UBC Media Group plc ("UBC") and other shareholders to acquire Audioboo Limited ("Audioboo"). Audioboo, currently 39.37 per cent. owned by UBC, is a social media audio platform which allows professional and amateur content producers to create and broadcast audio content. Current channel partners include The BBC, Telegraph, Guardian and Premier League and Audioboo has 2.3 million registered users. The in-principle terms contemplate a share-for-share acquisition, to be undertaken by way of a reverse takeover in accordance with Rule 14 of the AIM Rules for Companies.

Shareholders should note however that no binding agreement has been reached and there is no guarantee that any negotiations in respect of Audioboo will lead to its acquisition. Furthermore, should the Company fail to acquire Audioboo or identify and acquire any other company or make any other investment that meets its investment criteria, the net proceeds of the Subscription not yet utilised will be returned to investors by no later than 30 September 2014. Accordingly, the Company will continue to minimise its operational costs in order to maximise any such return to shareholders.

Consequently, the Company has requested that the trading in the Company's ordinary shares be suspended pending completion of the reverse takeover transaction or until discussions terminate.

Related party transaction

Mark Horrocks, a substantial shareholder of the Company, has agreed to subscribe for 8,333,334 Subscription Shares. Following Admission, Mr Horrocks will be beneficially interested in a total of 11,606,251 ordinary shares, equivalent to 4.09 per cent. of the enlarged issued share capital of the Company.

The participation in the Subscription by Mark Horrocks is a related party transaction as defined by the AIM Rules due to the size of his shareholding. The Directors of the Company, having consulted with Sanlam Securities UK Limited, the Company's Nominated Adviser, consider that Mr Horrocks's participation in the Subscription is fair and reasonable insofar as shareholders are concerned.

Option scheme

The Company has adopted a share option scheme. For UK tax purposes the scheme is a tax advantaged Enterprise Management Incentive scheme. The scheme also has an annex enabling the grant of standard "unapproved" options that have no special tax advantages. The rules of the scheme are summarised below.

Application and admission

Application will be made to the London Stock Exchange for the Subscription Shares and the Fee Shares to be admitted to trading on AIM and it is expected that admission will become effective and that dealings in the Subscription Shares and the Fees Shares will commence on 20 March 2014.

Following the issue of the Subscription Shares and the Fee Shares, the Company will have 283,574,355 ordinary voting shares in issue.

Enquiries:

Summary of the option scheme rules

The number of shares which may be allocated shall not, when aggregated with the number of shares which have been allocated under the Option Scheme and any other employees' share scheme or any other form of share incentive scheme adopted by the Company, exceed ten per cent. of the shares in issue immediately prior to that day.

The scheme enables selected employees, directors (including non-executive directors) and consultants of the Company and designated subsidiaries to be granted options to acquire ordinary shares.

The grant of an option may be renounced by the grantee within 30 days. No option can be transferred, assigned or charged. No amount is payable on grant of an option.

Options may be exercised in whole or part in accordance with the rules and any objective exercise conditions imposed by the Company. Earlier exercise may be permitted notwithstanding that any performance conditions may not have been met in the event of death of the option holder (where exercise is permitted by his personal representatives for 12 months). For persons who leave the employment of the Group (or their non-executive directorship terminates) by reason of injury, disability, redundancy or retirement, options may be exercised up to 40 days after their leaving date subject to any exercise criteria having been fulfilled or waived (unless the Remuneration Committee determine a longer period is justified). Options will lapse immediately where employment/non-executive directorship terminates for other reasons (unless the Remuneration Committee in its absolute discretion permits otherwise). Where the grantee becomes bankrupt or otherwise deprived of legal or beneficial ownership of the option, the option will lapse.

The grantee will be notified of any takeover bid, and provided any performance conditions have been fulfilled (or waived), may exercise their options within 42 days of an offer becoming unconditional, after which period the options will lapse.

The Board must notify an option holder of a liquidation and options may be exercised in the period between the date on which notice is given and the passing of any resolution for the winding-up of the Company. The shares will be deemed to have been issued prior to the passing of such a resolution.

In the event of a reorganisation of the Company, the number of shares subject to option and the exercise price may be adjusted as the Company may determine and may be confirmed to be reasonable by the Company's auditors. This may be retrospective if relevant to an already exercised option.

If the Option Scheme is terminated the existing options will remain in full force. The scheme is not intended to form any contract of employment or consultancy and individuals who participate will not have any rights to damages for any loss, or potential loss of benefit, in the event of termination of their role.