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Schedule 1 - One Delta Plc

2 May 2014 08:00

RNS Number : 1098G
AIM
02 May 2014
 



 

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

One Delta plc (the "Group"). Name to be changed to Audioboom Group plc pending shareholder approval at the Group's AGM to be held on 19 May 2014.

 

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

PO Box 264, JP Morgan House, Grenville Street, St Helier, Jersey, JE4 8TQ

 

COUNTRY OF INCORPORATION:

Jersey

 

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

www.onedeltaplc.com (pre-admission), www.audioboom.com (post-admission)

 

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

The Group makes equity investments in the technology and media industries. The Group's main investment once the Acquisition is completed Audioboo Limited will be a wholly-owned subsidiary whose product is a social media, 'software as a service'-based digital audio platform which allows professional and amateur content producers to create and broadcast largely non-musical audio content. Users listen to content via (i) the Audioboo app; (ii) embedded Audioboo proprietary software within Channel Partners' websites or (iii) social media sites such as Twitter and Facebook.

 

The Group's operations and assets are located in the United Kingdom. Admission is sought as a result of a reverse takeover of Audioboo Limited under AIM Rule 14.

 

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

466,512,353 ordinary shares of no par value

 

CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Anticipated market capitalisation on admission is approximately £7.0 million

 

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

22.79%

 

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED:

None

 

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Roger Charles Maddock (Chairman)

William Roger King (Executive Director) - to retire the day before Admission

Robert Edward Proctor (proposed Chief Executive Officer)

Rodger David Sargent (proposed Non-executive Director)

Simon Andrew Cole (proposed Non-executive Director)

 

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

 

Current

Following completion of Acquisition

Ordinary Shares

%

Ordinary Shares

%

Warrants

UBC*

-

-

87,029,307

18.66%

8,765,404

Slovar Limited

-

-

43,823,649

9.39%

4,626,463

Pershing Nominees LSCLT

23,000,000

8

23,000,000

4.93%

-

HSBC Global Custody

19,000,000

6.6

19,000,000

4.07%

-

Hargreave Hale Nominees

16,000,000

5.6

16,000,000

3.43%

-

Smith & Williamson Nominees

15,405,081

5.4

15,405,081

3.30%

-

Mr Ben Arbib

15,166,667

5.3

15,166,667

3.25%

-

Nortrust Nominees Limited

15,166,667

5.3

15,166,667

3.25%

-

UBS Private Banking Nominees

12,000,000

4.2

12,000,000

2.57%

-

Rock Nominees 1729118

12,000,000

4.2

12,000,000

2.57%

-

Mr Rodger Sargent

9,433,334

3.3

11,433,334

2.45%

-

Nomura PB Nominees

10,000,000

3.5

10,000,000

2.14%

-

Courtney Investment Limited

9,566,667

3.3

9,566,667

2.05%

-

 

* Simon Cole, proposed Non-executive Director of the Group, is Chief Executive Officer of UBC

 

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

On 18 November 2013 Roger Maddock subscribed for 1,875,000 new Ordinary Shares at 0.53333p per share. On 17 March 2014 Roger Maddock subscribed for 1,000,000 new Ordinary Shares at a subscription price of 1.5p per share. In addition, the Company issued 1,400,000 new Ordinary Shares at 1.5p per share in satisfaction of certain fees owed to Mr Maddock by the Company amounting to £21,000.

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i) 30 November

(ii) Report and accounts for Audioboo Limited for the three years ended 31 December 2013.

(iii) Interims to 31/5/14 due 29 August 2014;

Annual Results to 30/11/14 due 29 May 2015; and

Interims to 31/5/14 due 31 August 2015.

 

EXPECTED ADMISSION DATE:

20 May 2014

 

NAME AND ADDRESS OF NOMINATED ADVISER:

Arden Partners plc, 125 Old Broad Street, London EC2N 1AR

 

NAME AND ADDRESS OF BROKER:

Arden Partners plc, 125 Old Broad Street, London EC2N 1AR

 

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

Copies of this document will be made available to the public during normal business hours on any weekday (Saturdays and public holidays excepted) free of charge from the offices of Arden Partners, at 125 Old Broad Street, London EC2N 1AR, at the offices of Fladgate LLP at 16 Great Queen Street, London WC2B 5DG and the offices of the Company at JP Morgan House, Grenville Street, St Helier, Jersey JE4 8TQ, Channel Islands and shall remain available for at least one month after the date of Admission.

 

DATE OF NOTIFICATION:

2 May 2014

 

NEW/ UPDATE:

New

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
PAAEASSFEEDLEFF
Date   Source Headline
23rd Jul 20154:40 pmRNSSecond Price Monitoring Extn
23rd Jul 20154:35 pmRNSPrice Monitoring Extension
17th Jul 20153:47 pmRNSNotice of Half Yearly Results
10th Jul 201512:06 pmRNSExercise of warrants
2nd Jul 20157:00 amRNSAdvertising revenue share & trading update
4th Jun 20157:00 amRNSQuarterly key performance indicators
29th May 201511:00 amRNSIssue of Warrants
13th May 201510:09 amRNSDirector's dealing
11th May 20152:00 pmRNSIssue of Warrants
23rd Apr 20157:00 amRNSAppointment of Chief Financial Officer
22nd Apr 20152:00 pmRNSResult of AGM
22nd Apr 20157:00 amRNSApp integration: Apple CarPlay and Android Auto
20th Apr 20157:00 amRNSUpdate on key performance indicators
2nd Apr 20157:00 amRNSAppointment of non-executive Director
26th Mar 20157:00 amRNSReport and Accounts/Notice of AGM
6th Mar 20157:00 amRNSAUPEO! to deliver in-vehicle Audioboom content
24th Feb 20157:00 amRNSAudioboom Launches New Android App
23rd Feb 20155:09 pmRNSInvestment in Audioboom
23rd Feb 20157:02 amRNSIssue of Warrants
23rd Feb 20157:01 amRNSFinal Results
23rd Feb 20157:00 amRNSExclusive content partnership with Russell Brand
10th Feb 20157:00 amRNSNotice of Results
9th Jan 20157:00 amRNSPartnership agreement with Nobex Radio
8th Jan 20157:00 amRNSExpansion into Africa
19th Dec 20142:59 pmRNSDirector/PDMR Shareholding
18th Dec 20142:11 pmRNSIssue of shares
18th Dec 20147:00 amRNSRecent share price movement
17th Dec 20144:40 pmRNSSecond Price Monitoring Extn
17th Dec 20144:35 pmRNSPrice Monitoring Extension
17th Dec 20147:01 amRNSNew content partners
17th Dec 20147:00 amRNSYear-end 2014 trading update
15th Dec 20147:00 amRNSAgreement with Audible
12th Dec 20142:02 pmRNSMajor media sales partnerships in UK and US
14th Nov 20147:00 amRNSNew Content Partners
1st Oct 20141:32 pmRNSDirectors' Dealings
1st Oct 20141:31 pmRNS£8m Placing to support growth strategy
23rd Sep 20147:00 amRNSLaunch of new iOS app and rebranding of platform
8th Sep 201410:18 amRNSHolding(s) in Company
26th Aug 20147:01 amRNSHalf Yearly Report
26th Aug 20147:00 amRNSMajor new content partnership deal with Essel Gp
23rd Jul 20147:00 amRNStalkSPORT deal and Notice of Interim Results
12th Jun 20147:00 amRNSAppointment of Non-executive Directors
5th Jun 20147:00 amRNSNew content partners: CBS and Sky Sports
30th May 20144:09 pmRNSHolding(s) in Company
30th May 20144:07 pmRNSHolding(s) in Company
30th May 20144:03 pmRNSHolding(s) in Company
29th May 20141:28 pmRNSPublication of Accounts
27th May 201410:51 amRNSHolding(s) in Company - TR-1 Notification
23rd May 20147:00 amRNSHolding(s) in Company - TR-1 Notification
22nd May 20147:00 amRNSHolding(s) in Company - TR-1 Notification

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