ATC All Things Considered Group Plc

6 February 2024

All Things Considered Group plc

("ATC", the "Company" or the "Group")

Acquisition of 50% interest in music and live events company

Partnership adds complementary offering in music promotion and festival management to ATC's full-service music offering

All Things Considered Group plc (AQSE: ATC), the music group combining talent management, live booking, livestreaming and direct-to-consumer services, announces it has acquired a 50% interest in Mckeown Asset Limited ("MAL"), a UK holding company for a number of businesses across the live entertainment and music sector, complementing the Company's current business, for an initial consideration of £475,000 (the "Acquisition").

MAL is the parent company with the following holdings:

·    98% interest in Mckeown Events Limited ("MEL"), a concert and festival organiser based in Brighton;

·    50% interest in JTR Productions Ltd ("JTR") a festival management operation (trading principally in servicing 'On The Beach Festival', Brighton's annual flagship music festival);

·    40% interest in Something Recordings Ltd, a small indie record label; and

·    10% interest in Concorde 2 Ltd ("Concorde 2"), an iconic live music venue in Brighton.

Highlights

·    Through MAL's holdings in MEL, Concorde 2 and JTR, ATC will gain access to new market opportunities within live venues and festival management, thereby:

o  Further diversifying the Group's revenue streams.

o  Increasing cross-selling potential by enabling the Group to offer expanded services to existing artist clients and be engaged in more of the artist value-chain.

·   The Acquisition of MAL adds scale, along with new sources of music market intelligence, enhancing the Group's multi-service offering.

·    MAL's management team will join the Group, adding a wealth of experience within the growing sector of live events.

·   MAL will sit under the ATC Events division and will provide a platform for potential additional venue and festival consolidation opportunities.

·    Initial consideration of £475,000 for a 50% interest in MAL. MAL's net profit before tax for the unaudited year to 31 December 2023 was c£260,000.

Background

The team at MAL has experience organising events around the UK for over 18 years, managing c.300 concerts and festivals across a broad spectrum of genres including rock, country, folk, electronica, americana, hip hop, neo classical, spoken word, and metal. Across the group, MAL is responsible for facilitating approximately 250,000 tickets per annum across events, venues and festivals.

Festivals being serviced within the group include:

·      On The Beach, Brighton, UK: 80,000 capacity, growing from 15,000 capacity in 2021

·      Black Deer Festival, Kent, UK: 15,000 capacity

·      Brighton Psych Fest, Brighton, UK: 2,000 capacity

Concorde 2 is a landmark live music venue in Brighton, with a 600 person capacity, that hosts c.250 live concerts annually.

Terms of the Acquisition

The initial consideration of £475,000 has been paid in cash on a debt and cash free basis, of which,  James Mckeown (the "Seller") has indicated his intention to use £25,000 to subscribe for new ordinary shares of 0.01 pence each ("Ordinary Shares") in the share capital of ATC, reflecting his commitment to the Group's continued success and alignment with employees and shareholders.

The Acquisition terms include a further deferred payment over a 12 month earn-out period payable in cash on the achievement of certain milestones up to a maximum amount of £200,000, of which an amount equal to 12.5 per cent of the aggregate deferred payment will be committed to subscribing for further new Ordinary Shares on behalf of the Seller at the prevailing mid-market price of the Ordinary Shares, subject to the Company having the option to pay all of the deferred payment in cash.

The Acquisition will be financed through the Company's existing cash resources.

Commenting on the Acquisition and partnership with MAL, Adam Driscoll, Chief Executive of ATC, said: "Following on from our recent acquisition of merchandising services business, Sandbag, this investment in MAL marks another important step forward in our growth strategy as we build out our end-to-end artist commerce business. This partnership adds brand-new revenue streams to our Group in the areas of live promotions, festival management and music venue ownership, and we see huge potential to enhance our joint operations through added scale and leveraged market insight across multiple business verticals."

James Mckeown, CEO of Mckeown Asset Limited commented: "I am excited to be joining forces with ATC to create something truly special and distinct in the music industry. By leveraging ATC's established and integrated music group we will have access to market intelligence and expertise that will enrich our operations and accelerate our potential in the live and festival space in which we see significant growth opportunity in the current market."

Overview of Mckeown Asset Limited

MAL is wholly owned by founder and CEO James Mckeown, with the holdings based in Brighton and the Southeast. MAL incorporates: Mckeown Events Limited, a music promotions business; 50% holding in JTR Productions Limited, a festival management operation; a 40% holding of Something Records, an independent record label; and a 10% holding in the Concorde 2 Limited venue in Brighton.

Mckeown Events trading as JOY Concerts, is an independent concert promoter and event company based in Brighton. Its services are 360 degree in relation to event management and delivery, including programming, marketing, finance, technical and production and food & beverage. Artists the company has worked with include: Twenty One Pilots, Brian Wilson & The Beach Boys, Steve Vai, Robert Plant, The Kooks, Dua Lipa, Ed Sheeran, Maisie Peters, Father John Misty, Laura Marling, Jarvis Cocker, Noel Gallagher, Jungle, Suede, Jason Isbell, Drive By Truckers, Bonobo, Chase & Status, The Happy Mondays, Soulwax, Dizzee Rascal, José Gonzalez, Boyzone, k.d. Lang, The National, Lucinda Williams, and Phoebe Bridgers.

JTR is a festival management operation and delivery partner for the 'On The Beach' festival in Brighton, with an exclusive contract with festival owner Louder Entertainment Ltd in relation to live music programming and bar operations.

Something Records is an independent indie record label releasing singles for emerging artists.

Concorde 2 is a landmark live music venue on the beachfront in Brighton with a capacity of 600 people for live and 800 people for clubs. It is recognised as a cornerstone of the UK touring circuit for 23 years, including most recently intimate shows for Ed Sheeran. Annually it hosts in the region of 250 live concerts and club nights a year, as well as a successful summer series outdoors on its beachfront terrace. MAL has a long-term option to acquire up to 70% of Concorde 2 Ltd (increasing from its current 10% equity holding). The Group plans to exercise this option at a future date.

Subscription and Admission of new Ordinary Shares

As detailed above, the Seller has indicated that he intends to subscribe for Ordinary Shares in the share capital of ATC which will be subject to a 12-month lock-in period and an orderly marketing agreement of 6-months thereafter. A further announcement will be made in due course.

This Announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014 as retained as part of UK law by virtue of the European Union (Withdrawal) Act 2018 as amended. Upon the publication of this Announcement, this inside information is now considered to be in the public domain. The person responsible for arranging for the release of this announcement on behalf of the Company is Adam Driscoll, CEO.

For more information, please contact:

About ATC

ATC Group is an independent music company combining talent management, live booking and direct to consumer within the same group.

The Group is headquartered in London, with offices in Los Angeles, New York and Copenhagen. ATC Group Plc is led by an experienced management team who have operated across multiple music industry sectors.

The Group has an established, long-standing client base which, together with innovative new offerings, gives the Directors confidence that the company is well positioned to capitalise on the opportunities emerging from a disrupted music industry.

The Group's key divisions, grouped under three segments, are:

Artist representation

·    ATC Management (Europe and USA) - artist management and development

·    ATC Live - live event booking agency for artists

Services

·    Sandbag - a market leading merchandising and 'Direct to Consumer' business

·    ATC Media- providing consultancy and development services

·    Your Army USA - marketing and promotions agency specialising in dance and electronic music

·    Familiar Music - synchronisation agency placing music in films, TV, advertisements and other media

·    Minority interest in Driift - a global livestreaming operator

Events

·    ATC Experience - developing live theatrical events and digital experiences with artists

For more information see: www.atcgroupplc.com