Xlmedia Regulatory News (XLM)

Results of the Placing and Subscription

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO, THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA), CANADA, AUSTRALIA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT (THE "ANNOUNCEMENT") IS DEEMED BY THE GROUP TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014, AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018. UPON PUBLICATION OF THIS ANNOUNCEMENT, THIS INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 18 March 2021

XLMedia PLC

("XLMedia" or the "Group" or the "Company")

Results of the Placing and Subscription

Further to the announcement made earlier today by the Company in connection with the acquisition of the business and assets of Sport Betting Dime and the proposed placing and subscription to raise a minimum of £20 million (the "Placing Announcement"), XLMedia, a leading global digital performance publisher, announces that, given significant demand, it has successfully raised total gross proceeds of £24 million before expenses under the Placing and Subscription at an Issue Price of 40 pence per share.

Other than where defined, capitalised terms used in this announcement have the meanings given to them in the Placing Announcement. 

Results of the Placing and Subscription

The Group is pleased to announce that a total of 58,727,398 Placing Shares have been successfully placed at a price of 40 pence per Ordinary Share, with new and existing investors, which, together with the Subscription has conditionally raised gross proceeds of £24 million (net proceeds of approximately £22.9 million after expenses). The Placing was significantly oversubscribed. The Subscription by certain directors and employees of the Company will result in the issue and allotment of a total of 1,272,602 Subscription Shares. The Issue Price of 40 pence per Placing Share and Subscription Share represents a 6.5 per cent. discount to the 20 day volume weighted average price (VWAP) of 42.8 pence prior to 18 March 2021. The Placing and Subscription Shares together represent 30.8% of the Existing Shares. From the date of their issue, the Placing and Subscription Shares will rank pari passu in all respects with the Ordinary Shares currently in issue.

A total of 18,712,866 Ordinary Shares have been placed pursuant to the First Placing and the First Subscription and a total of 41,287,134 Ordinary Shares have been conditionally placed pursuant to the Second Placing and the Second Subscription. The Second Placing and Second Subscription remain conditional upon, inter alia, the granting by Shareholders of authorities to the Directors to dis-apply the pre-emption rights contained within the Articles and to allot the Second Placing Shares and the Second Subscription Shares. Notice of the General Meeting, including details as to how Shareholders can vote on the relevant resolutions, will be contained in the Circular which is expected to be despatched by the Company on 19 March 2021.

The Placing was conducted by way of an accelerated book build process. Cenkos and Berenberg acted as joint bookrunners in connection with the Placing.

Director Placing/Subscriptions / PDMR Dealings

All the Directors other than Jonas Martensson are participating in the Placing or Subscription as set out in the table below.

(1) Assuming full take up of all Open Offer Shares available under the Open Offer.

As a Director is a related party of the Company pursuant to the AIM Rules, the participation by the Directors in the Placing/Subscription is a related party transaction for the purposes of AIM Rule 13. Chris Bell, Stuart Simms, Iain Balchin, Ory Weihs and Richard Rosenberg are participating in the Placing/Subscription and therefore would not be considered independent in this respect. Jonas Mårtensson as the sole independent director, having consulted with Cenkos in its capacity as Nominated Adviser to the Company for the purposes of the AIM Rules considers that the participation by Chris Bell, Stuart Simms, Iain Balchin, Ory Weihs and Richard Rosenberg in the Placing/Subscription is fair and reasonable insofar as Shareholders are concerned.

Notifications to satisfy the Company's obligations under Article 19(3) of the Market Abuse Regulation can be found at the end of this announcement.

Stuart Simms, Chief Executive of XLMedia plc, said:

"It is extremely pleasing to see the level of support received from both new and existing investors as part of this heavily oversubscribed fundraising. The level of demand for the Placing reflects confidence in XLMedia's strategy and growth potential in the US sports betting market.

"During the previous 12 months since the COVID-19 pandemic, the health and safety of our staff and stakeholders has been of paramount importance, and it is pleasing to see we have been able to maintain high levels of productivity, whilst implementing the necessary remote working capabilities. I would like to take this opportunity to thank all XLMedia staff for their exceptional work and in particular during this challenging period. We look forward to working together to grow the business."

Related Party Transaction

Premier Investissement SAS ("Premier") has agreed to subscribe for 29,551,008 Placing Shares. As at the date of this announcement, Premier holds 41,523,122 Existing Ordinary Shares representing approximately 21.3 per cent. of the Existing Ordinary Shares. As such, Premier is a substantial shareholder of the Company and its participation in the Placing is a related party transaction pursuant to AIM Rule 13 of the AIM Rules.

The Directors consider, having consulted with the Company's nominated adviser, Cenkos, that the terms of Premier's participation in the Placing is fair and reasonable insofar as the Shareholders are concerned.

General Meeting

The Second Placing, the Second Subscription and the issue of the Open Offer Shares are conditional, inter alia, on the passing by Shareholders of certain resolutions at the General Meeting to consider and approve, amongst other things, the disapplication of pre-emption rights in respect of and the authority to allot the Second Placing Shares, Second Subscription Shares and Open Offer Shares. The General Meeting will be held at The Courtyard Suite, 21-25 Hart Street Henley-on-Thames, United Kingdom, RG9 2AR at 11:00 am on 6 April 2021. A circular convening the General Meeting is expected to be posted to Shareholders on or about 19 March 2021 and will be made available on the Group's website at https://www.xlmedia.com/.

Due to the COVID-19 pandemic and the Government's measures to restrict travel and public gatherings currently in force, including the prohibition on public gatherings, Shareholders (other than the two necessary to be present in person or by proxy to form a quorum) will not be able to attend and vote at the General Meeting in person and therefore all Shareholders are strongly requested to submit a Form of Proxy. 

Recommendation and voting intentions

The Directors believe the Second Placing, Second Subscription and Open Offer to be in the best interests of the Group and its Shareholders as a whole. Accordingly, the Directors unanimously recommend Shareholders to vote in favour of the Resolutions as they intend so to do in respect of their beneficial shareholdings.

Total Voting Rights

Application has been made for the First Placing Shares and the First Subscription Shares to be admitted to trading on AIM, and it is expected that First Admission will occur at 8.00 a.m. on 22 March 2021. Following Admission of the First Placing Shares and First Subscription Shares, the Group's issued ordinary share capital will comprise 213,796,071 Ordinary Shares, none of which are held in treasury.

Therefore, following Admission of the First Placing Shares and the First Subscription Shares, the total number of Ordinary Shares with voting rights in the Group will be 213,796,071, which 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 Group under the FCA's Disclosure Guidance and Transparency Rules.

Application will be made for the Second Placing Shares and Second Subscription Shares and the Open Offer Shares to be admitted to trading on AIM following the General Meeting.

The information contained within this announcement (the "Announcement") is deemed by the group to constitute inside information as stipulated under the Market Abuse Regulation (EU) no. 596/2014, as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018.

For further information, please contact:

IMPORTANT NOTICES

Terms defined at the end of this announcement have the meaning given thereto when used in this announcement.

This announcement is not an offer to sell or a solicitation of any offer to buy the New Shares in the United States, Australia, Canada, New Zealand or the Republic of South Africa, Japan, or in any other jurisdiction where such offer or sale would be unlawful.

This Announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.

The merits or suitability of any securities must be independently determined by the recipient on the basis of its own investigation and evaluation of the proposed investment trust. Any such determination should involve, among other things, an assessment of the legal, tax, accounting, regulatory, financial, credit and other related aspects of the securities.

This announcement may not be used in making any investment decision. This announcement does not contain sufficient information to support an investment decision and investors should ensure that they obtain all available relevant information before making any investment. This announcement does not constitute and may not be construed as an offer to sell, or an invitation to purchase or otherwise acquire, investments of any description, nor as a recommendation regarding the possible offering or the provision of investment advice by any party. No information in this announcement should be construed as providing financial, investment or other professional advice and each prospective investor should consult its own legal, business, tax and other advisers in evaluating the investment opportunity. No reliance may be placed for any purposes whatsoever on this announcement or its completeness.

Nothing in this announcement constitutes investment advice and any recommendations that may be contained herein have not been based upon a consideration of the investment objectives, financial situation or particular needs of any specific recipient.

The information and opinions contained in this announcement are provided as at the date of the document and are subject to change and no representation or warranty, express or implied, is or will be made in relation to the accuracy or completeness of the information contained herein and no responsibility, obligation or liability or duty (whether direct or indirect, in contract, tort or otherwise) is or will be accepted by the Company, Cenkos, Berenberg or any of their affiliates or by any of their respective officers, employees or agents in relation to it. No reliance may be placed for any purpose whatsoever on the information or opinions contained in this announcement or on its completeness, accuracy or fairness. The document has not been approved by any competent regulatory or supervisory authority.

Potential investors should be aware that any investment in the Company is speculative, involves a high degree of risk, and could result in the loss of all or substantially all of their investment. Results can be positively or negatively affected by market conditions beyond the control of the Company or any other person. The returns set out in this document are targets only. There is no guarantee that any returns set out in this document can be achieved or can be continued if achieved, nor that the Company will make any distributions whatsoever. There may be other additional risks, uncertainties and factors that could cause the returns generated by the Company to be materially lower than the returns set out in this announcement. Past performance cannot be relied on as a guide to future performance.

The information in this announcement may include forward-looking statements, which are based on the current expectations and projections about future events and in certain cases can be identified by the use of terms such as "may", "will", "should", "expect", "anticipate", "project", "estimate", "intend", "continue", "target", "believe" (or the negatives thereon) or other variations thereon or comparable terminology. These forward-looking statements, as well as those included in any related materials, are subject to risks, uncertainties and assumptions about the Company, including, among other things, the development of its business, trends in its operating industry, and future capital expenditures and acquisitions. In light of these risks, uncertainties and assumptions, the events in the forward-looking statements may not occur.

Each of the Company, Cenkos, Berenberg and their affiliates and their respective officers, employees and agents expressly disclaim any and all liability which may be based on this announcement and any errors therein or omissions therefrom.

No representation or warranty is given to the achievement or reasonableness of future projections, management targets, estimates, prospects or returns, if any. Any views contained herein are based on financial, economic, market and other conditions prevailing as at the date of this announcement. The information contained in this announcement will not be updated.

This announcement does not constitute or form part of, and should not be construed as, any offer or invitation or inducement for sale, transfer or subscription of, or any solicitation of any offer or invitation to buy or subscribe for or to underwrite, any share in the Company or to engage in investment activity (as defined by the Financial Services and Markets Act 2000) in any jurisdiction nor shall it, or any part of it, or the fact of its distribution form the basis of, or be relied on in connection with, any contract or investment decision whatsoever, in any jurisdiction. This announcement does not constitute a recommendation regarding any securities.

Cenkos Securities plc ("Cenkos") which is authorised and regulated in the United Kingdom by the FCA, is acting as nominated adviser and joint broker to XLMedia PLC and for no one else, including any recipient of this announcement, in connection with the Fundraising and other matters referred to in this announcement and will not be responsible to anyone other than XLMedia PLC for providing the protections afforded to clients of Cenkos or for affording advice in relation to the Fundraising or any other matter referred to in this announcement. Cenkos has not authorised the contents of, or any part of, this announcement and no liability whatsoever is accepted by Cenkos nor does it make any representation or warranty, express or implied, for the accuracy of any information or opinions contained in this announcement or for the omission of any information. Cenkos expressly disclaims all and any responsibility or liability whether arising in tort, contract or otherwise which it might otherwise have in respect of this announcement. The responsibilities of Cenkos as the Company's nominated adviser and joint broker under the AIM Rules and the AIM Rules for Nominated Advisers are owed to the London Stock Exchange solely and are not owed to XLMedia PLC or to any Director, Shareholder or any other person in respect of such Shareholder's decision to acquire Ordinary Shares in reliance on any part of this announcement or otherwise.

Joh. Berenberg, Gossler & Co. KG, London Branch ("Berenberg"), which is authorised and regulated in Germany by the German Federal Financial Supervisory Authority (BaFin) and subject to limited regulation by the FCA, is acting solely in its capacity as joint broker to XLMedia PLC and for no one else, including any recipient of this announcement, in connection with the Fundraising and other matters referred to in this announcement and will not be responsible to anyone other than XLMedia PLC for providing the protections afforded to clients of Berenberg or for affording advice in relation to the Fundraising or any other matter referred to in this announcement. Berenberg has not authorised the contents of, or any part of, this announcement and no liability whatsoever is accepted by Berenberg nor does it make any representation or warranty, express or implied, for the accuracy of any information or opinions contained in this announcement or for the omission of any information. Berenberg expressly disclaims all and any responsibility or liability whether arising in tort, contract or otherwise which it might otherwise have in respect of this announcement.

Information for Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Ordinary Shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of investors who meet the criteria of retail and professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment").

Notwithstanding the Target Market Assessment, distributors should note that: the price of the Ordinary Shares may decline and investors could lose all or part of their investment; the Ordinary Shares offer no guaranteed income and no capital protection; and an investment in Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Cenkos and Berenberg will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the New Ordinary Shares pursuant to the Placing, Subscription and/or Open Offer.

Each distributor is responsible for undertaking its own Target Market Assessment in respect of the Ordinary Shares and determining appropriate distribution channels.

The following notifications are intended to satisfy the Company's obligations under Article 19(3) of the Market Abuse Regulation. The below notifications are in relation the First Placing Shares and First Subscription Shares only.

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM