Xlmedia Regulatory News (XLM)

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, DISTRIBUTION, PUBLICATION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM CANADA, AUSTRALIA, OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

15 August 2019

XLMedia plc

RESULTS OF TENDER OFFER

XLMedia PLC ("XLMedia", the "Company" or the "Group") (AIM: XLM), is pleased to announce the results of the Tender Offer and that pursuant to the Tender Offer which closed in accordance with its published timetable at 1:00 p.m. on 14 August 2019, valid tenders have been received in respect of 64,545,273 Shares. The Tender Offer remains conditional on approval of the Tender Offer Resolution at the Extraordinary General Meeting convened for 10.00 a.m. on 16 August 2019.

In accordance with the terms of the Tender Offer, each Shareholder is entitled to sell up to 9.51 per cent. of the aggregate number of Ordinary Shares registered in the Shareholder's name rounded down to the nearest whole number of shares (the "Basic Entitlement"). Shareholders who tendered to sell less than or equal to their Basic Entitlement will have their tender satisfied in full. Shareholders who tendered more than their Basic Entitlement will have their Basic Entitlement satisfied in full and the Ordinary Shares tendered above their Basic Entitlement ("Excess Tender") will be scaled down (to the nearest whole number of Ordinary Shares) to 15.2992188340020 per cent. (rounding to more than four decimal places in order to manage fractional entitlements) of this Excess Tender. Accordingly, the number of Ordinary Shares to be purchased pursuant to the Tender Offer is the maximum of 19,675,000 Ordinary Shares.

The Shares to be purchased by Berenberg as principal pursuant to the Tender Offer will be repurchased by the Company and held in treasury and the number of Shares in issue carrying voting rights reduced accordingly. 

Payments through CREST made in respect of Shares held in uncertificated form successfully tendered and the posting of cheques in respect of certificated Shares successfully tendered is expected to occur by 23 August 2019.

The crediting of CREST accounts with uncertificated Shares unsuccessfully tendered is expected to occur by 23 August 2019. The dispatch of balance share certificates for unsold certificated Shares are expected to occur by 29 August 2019.

Following the purchase of the Shares, the number of ordinary shares in issue will be 187,128,659 (excluding treasury shares), and the Company will hold 33,223,743 ordinary shares in treasury. Therefore, the total voting rights in XLMedia will be 187,128,659. This figure for the total number of voting rights may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

Terms used in this announcement shall have the meaning ascribed to them in the Circular sent to Shareholders on 16 July 2019 unless otherwise stated.

For further information: