TIDMZIN
RNS Number : 8295U
Zinc Media Group PLC
03 August 2022
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, THE REPUBLIC OF
SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE
THE IMPORTANT NOTICES AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO PURCHASE AND/OR SUBSCRIBE FOR,
OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN ZINC MEDIA GROUP
PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS
ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS
OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN
RESPECT OF ZINC MEDIA GROUP PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF EU REGULATION 596/2014 (WHICH FORMS PART OF
DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT
2018) ("UK MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK
MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN
THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME
AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY UK MAR. UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL
THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.
3 August 2022
Zinc Media Group plc
("Zinc" or the "Company")
Result of Placing and Retail Offer, Posting of Circular
and
Notice of General Meeting
The Board of Zinc Media Group plc (AIM: ZIN), is pleased to
confirm, further to the announcements made at 7.00 a.m. (the
"Launch Announcement") and 7.01 a.m. today, the successful
completion of the Fundraise at the Issue Price of 100 pence per
share.
The Fundraise has conditionally raised aggregate gross proceeds
of approximately GBP5.0 million pursuant to the placing of
5,000,000 Placing Shares and subscription for 37,059 Retail Shares.
Following completion of the Acquisition, the Placing and the Retail
Offer, the Company's issued share capital will comprise 21,777,978
Ordinary Shares. The Placing Shares and Retail Shares will
represent approximately 23.1 per cent. of the Enlarged Share
Capital.
Singer Capital Markets acted as sole bookrunner in connection
with the Placing. The Placing was conducted by way of an
accelerated book build process.
Following the deduction of associated fees and expenses, the net
proceeds receivable by the Company will be used to principally to
finance the initial cash consideration due in respect of the
Acquisition, together with associated transaction costs, totalling
approximately GBP2.5 million, and to provide additional growth
capital for the Enlarged Group.
Capitalised terms used in this announcement (this
"Announcement") have the meanings given to them in the Launch
Announcement, unless the context provides otherwise.
Mark Browning, Chief Executive Officer of Zinc Media Group plc,
commented:
"This placing demonstrates the fantastic shareholder support for
Zinc's strategy to build a content creating group of scale in the
public market. The acquisition we've announced today is an
excellent deal for the employees, shareholders and clients of Zinc
and The Edge. Our ambitions and culture are aligned and the
combined creative and commercial firepower of the enlarged group is
exciting and provides significant growth potential."
Related Party Transactions
All the Directors of the Company have agreed to subscribe for,
in aggregate 85,000 Placing Shares at the Issue Price. The number
of Placing Shares conditionally subscribed for by each of the
Directors pursuant to the Placing, and their resulting
shareholdings on Admission are set out below:
Director Number of Percentage
Number of Placing Number of of Enlarged
Existing Shares subscribed Ordinary Share
Ordinary for in the Shares held Capital
Shares Placing on Admission on Admission
Christopher Satterthwaite 125,364 15,000 140,364 0.64%
---------- ------------------- -------------- --------------
Mark Browning 194,618 30,000 224,618 1.03%
---------- ------------------- -------------- --------------
Will Sawyer 74,138 15,000 89,138 0.41%
---------- ------------------- -------------- --------------
Andrew Garard 41,666 15,000 56,666 0.26%
---------- ------------------- -------------- --------------
Nicholas Taylor 13,889 10,000 23,889 0.11%
---------- ------------------- -------------- --------------
Herald Investment Management ("Herald"), a substantial
shareholder of the Company (as defined in the AIM Rules), has
conditionally subscribed for 1,977,208 Placing Shares at the Issue
Price.
The participations of the Directors and Herald each constitute
related party transactions under Rule 13 of the AIM Rules. As all
of the Directors are participating in the Placing, Singer Capital
Markets Advisory LLP, acting in its capacity as the Company's
nominated adviser, having consulted with the Directors, consider
that the terms of the participation by the Directors and Herald in
the Placing are fair and reasonable insofar as the Company's
Shareholders are concerned.
Notice of General Meeting and posting of Circular
The issue of the New Ordinary Shares is conditional upon, among
other things, the Resolutions being duly passed by Shareholders at
the General Meeting. The General Meeting will be held at the
offices of Singer Capital Markets, 1 Bartholomew Lane, London, EC2N
2AX at 11.00 a.m. on 22 August 2022 and the Circular, containing
the Notice of General Meeting, will be posted on 4 August 2022 and
will be available on the Company's website at www.zincmedia.com
Admission, Settlement and Dealings
Application will be made for Admission of the New Ordinary
Shares. Subject to, amongst other things, the passing of the
Resolutions, settlement of the New Ordinary Shares and Admission
are expected to take place at 8.00 a.m. on or around 23 August
2022. In addition to the passing of the Resolutions, the Placing
and Retail Offer are conditional upon, among other things,
Admission becoming effective and the Placing Agreement not being
terminated in accordance with its terms.
The Placing Shares and the Retail Offer Shares, when issued,
will be fully paid and will rank pari passu in all respects with
the Existing Ordinary Shares, including the right to receive all
dividends and other distributions declared, made or paid after the
date of issue.
Total Voting Rights
Following Admission, the Company's issued and fully paid share
capital will consist of 21,777,978 Ordinary Shares, all of which
carry one voting right per share. The Company does not hold any
Ordinary Shares in treasury. Therefore, the total number of
ordinary shares and voting rights in the Company will be
21,777,978. With effect from Admission, this figure 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.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this Announcement.
Enquiries:
Zinc Media Group plc
www.zincmedia.com
Mark Browning (Chief Executive Officer)
Will Sawyer (Chief Financial Officer) +44 (0) 20 7878 2311
Singer Capital Markets Securities
Limited (Broker)
Singer Capital Markets Advisory LLP
(Nominated Adviser)
Mark Taylor / George Tzimas / Alex
Emslie +44 (0) 207 496 3000
IMPORTANT NOTICES
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE
DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN
ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS
PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE:
(1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"),
QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(e) OF REGULATION (EU)
2017/1129 (THE "EU PROSPECTUS REGULATION"); (2) IF IN THE UNITED
KINGDOM, QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(e) OF
REGULATION (EU) 2017/1129 AS IT FORMS PART OF UNITED KINGDOM
DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018
(THE "UK PROSPECTUS REGULATION"); WHO (A) FALL WITHIN ARTICLE 19(5)
OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMED (THE "ORDER") (INVESTMENT
PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET
WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER;
AND (3) OTHERWISE, PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO
COMMUNICATE IT TO (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT
DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN ZINC MEDIA GROUP PLC.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO
THE UNITED STATES. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED
(THE "SECURITIES ACT"), OR WITH ANY SECURITIES REGULATORY AUTHORITY
OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE
OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE
UNITED STATES AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES" OR
THE "US") EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE
BEING OFFERED AND SOLD ONLY OUTSIDE OF THE UNITED STATES IN
"OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE
WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN
ACCORDANCE WITH APPLICABLE LAWS.
The distribution of this Announcement in certain jurisdictions
may be restricted by law. No action has been taken by Zinc, Singer
CM or any of their respective affiliates, agents, directors,
officers, consultants, partners or employees ("Representatives")
that would permit an offer of the securities or possession or
distribution of this Announcement or any other offering or
publicity material relating to such Shares in any jurisdiction
where action for that purpose is required. Persons into whose
possession this Announcement comes are required by Zinc and Singer
CM to inform themselves about and to observe any such
restrictions.
This Announcement or any part of it is for information purposes
only and does not constitute or form part of any offer to issue or
sell, or the solicitation of an offer to acquire, purchase or
subscribe for, any securities in the United States, Australia,
Canada, the Republic of South Africa or Japan or any other
jurisdiction in which the same would be unlawful. No public
offering of securities is being made in any such jurisdiction.
All offers of the Placing Shares and the Retail Offer Shares in
the United Kingdom or the EEA will be made pursuant to an exemption
from the requirement to produce a prospectus under the UK
Prospectus Regulation or the EU Prospectus Regulation, as
appropriate. In the United Kingdom, this Announcement is being
directed solely at persons in circumstances in which section 21(1)
of the Financial Services and Markets Act 2000 (as amended)
("FSMA") does not require the approval of the relevant
communication by an authorised person.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any such action.
By participating in the Bookbuilding Process and the Placing,
each person who is invited to and who chooses to participate in the
Placing (a "Placee") by making an oral, electronic or written and
legally binding offer to acquire Placing Shares will be deemed to
have read and understood this Announcement in its entirety, to be
participating, making an offer and acquiring Placing Shares on the
terms and conditions contained herein and to be providing the
representations, warranties, indemnities, acknowledgements and
undertakings contained in the Appendix. Members of the public are
not eligible to take part in the Placing and no public offering of
Placing Shares is being or will be made.
This Announcement may contain, or may be deemed to contain,
"forward-looking statements" with respect to certain of Zinc's
plans and its current goals and expectations relating to its future
financial condition, performance, strategic initiatives, objectives
and results. Forward-looking statements sometimes use words such as
"aim", "anticipate", "target", "expect", "estimate", "intend",
"plan", "goal", "believe", "seek", "may", "could", "outlook" or
other words of similar meaning. By their nature, all
forward-looking statements involve risk and uncertainty because
they speak only as at the date of this Announcement and relate to
future events and circumstances which are beyond the control of
Zinc, including amongst other things, United Kingdom domestic and
global economic business conditions, market-related risks such as
fluctuations in interest rates and exchange rates, the policies and
actions of governmental and regulatory authorities, the effect of
competition, inflation, deflation, the timing effect and other
uncertainties of future acquisitions or combinations within
relevant industries, the effect of tax and other legislation and
other regulations in the jurisdictions in which Zinc and its
affiliates operate, the effect of volatility in the equity, capital
and credit markets on Zinc's profitability and ability to access
capital and credit, a decline in Zinc's credit ratings; the effect
of operational risks; and the loss of key personnel. As a result,
the actual future financial condition, performance and results of
Zinc may differ materially from the plans, goals and expectations
set forth in any forward-looking statements. Any forward-looking
statements made in this Announcement by or on behalf of Zinc speak
only as of the date they are made. Except as required by applicable
law or regulation, Zinc expressly disclaims any obligation or
undertaking to publish any updates or revisions to any
forward-looking statements contained in this Announcement to
reflect any changes in Zinc's expectations with regard thereto or
any changes in events, conditions or circumstances on which any
such statement is based. Given those risks and uncertainties,
prospective investors are cautioned not to place undue reliance on
forward-looking statements.
Singer Capital Markets Securities Limited and Singer Capital
Markets Advisory LLP are each authorised and regulated by the
Financial Conduct Authority (the "FCA") in the United Kingdom and
are acting exclusively for Zinc and no one else in connection with
the Bookbuilding Process and the Fundraise, and neither will be
responsible to anyone (including any Placees) other than Zinc for
providing the protections afforded to their clients or for
providing advice in relation to the Bookbuilding Process or the
Fundraise or any other matters referred to in this
Announcement.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by Singer CM or by any of its
Representatives as to, or in relation to, the accuracy or
completeness of this Announcement or any other written or oral
information made available to or publicly available to any
interested party or its advisers, and any liability therefor is
expressly disclaimed.
No statement in this Announcement is intended to be a profit
forecast or estimate, and no statement in this Announcement should
be interpreted to mean that earnings per share of Zinc for the
current or future financial years would necessarily match or exceed
the historical published earnings per share of Zinc.
The price of shares and any income expected from them is not
guarantee and may go down as well as up and investors may not get
back the full amount originally invested upon disposal of the
shares. Past performance is not a reliable indicator of future
performance, and persons needing advice should consult an
independent financial adviser.
The Placing Shares to be issued or sold pursuant to the Placing
will not be admitted to trading on any stock exchange other than
the AIM market of the London Stock Exchange.
Neither the content of Zinc's website nor any website accessible
by hyperlinks on Zinc's website is incorporated in, or forms part
of, this Announcement.
Information to Distributors
UK product governance
Solely for the purposes of the product governance requirements
contained within of Chapter 3 of the FCA Handbook Production
Intervention and Product Governance Sourcebook (the "UK Product
Governance Requirements"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK Product Governance
Requirements) may otherwise have with respect thereto, the Placing
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
investors and investors who meet the criteria of professional
clients and eligible counterparties, each as defined in paragraph 3
of the FCA Handbook Conduct of Business Sourcebook; and (ii)
eligible for distribution through all distribution channels (the
"Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors (for the purposes of UK Product Governance
Requirements) should note that: (a) the price of the Placing Shares
may decline and investors could lose all or part of their
investment; (b) the Placing Shares offer no guaranteed income and
no capital protection; and (c) an investment in the Placing Shares
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, Singer CM 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 Chapter 9A or 10A respectively of the FCA
Handbook Conduct of Business Sourcebook; 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 Placing
Shares.
Each distributor is responsible for undertaking its own Target
Market Assessment in respect of the Placing Shares and determining
appropriate distribution channels.
EEA product governance
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 in the European
Economic Area (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 MiFID II Product Governance Requirements)
may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process, which has determined
that the Placing Shares are: (i) compatible with an end target
market of (a) retail investors, (b) investors who meet the criteria
of professional clients and (c) 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 Placing Shares may
decline and investors could lose all or part of their investment;
the Placing Shares offer no guaranteed income and no capital
protection; and an investment in the Placing 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, Singer CM 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 Placing Shares.
Each distributor is responsible for undertaking its own Target
Market Assessment in respect of the Placing Shares and determining
appropriate distribution channels.
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END
ROIFLFFETSIVIIF
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