TIDMBOOM TIDMAAA
RNS Number : 0485G
Audioboom Group PLC
22 July 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED
UNDER THE UK MARKET ABUSE REGULATIONS ("MAR").
THIS ANNOUNCEMENT IS A FURTHER RESPONSE TO AN ANNOUNCEMENT MADE
BY ALL ACTIVE ASSET CAPITAL LIMITED ON 19 JULY 2021 UNDER RULE 2.4
OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE" OR THE
"TAKEOVER CODE"). THE ANNOUNCEMENT MADE BY ALL ACTIVE ASSET CAPITAL
LIMITED UNDER RULE 2.4 OF THE CODE WAS NOT AN ANNOUNCEMENT OF A
FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE AND
THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE, NOR AS TO THE
TERMS ON WHICH ANY OFFER MIGHT BE MADE.
22 July 2021
Audioboom Group plc
("Audioboom", the "Group" or the "Company")
Response to proposal from All Active Asset Capital Limited
Further to the announcement made by All Active Asset Capital
Limited ("AAA") on 19 July 2021 regarding a possible offer to be
made by AAA for Audioboom (the "Possible Offer"), a fter
consideration of the Possible Offer with its advisers, the
Independent Directors of Audioboom* have decided to reject the
Possible Offer for the following reasons:
Valuation
The Independent Directors believe that the Possible Offer
significantly undervalues the Audioboom business, its progress and
potential to capitalise on its market position to generate value
for the Company's shareholders. This progress was most recently
demonstrated in the Company's unaudited half-year results for the
six months ended 30 June 2021, announced on 20 July 2021, which
highlighted the record US$22.8 million of revenue generated by
Audioboom in that period, up 93% on the comparable period in 2020
(US$11.8 million).
Possible Offer structure
The Independent Directors do not believe that the Possible Offer
structure is attractive. This structure would result in Audioboom
shareholders exchanging their ordinary shares in the Company which
are traded on the AIM market of the London Stock Exchange, for
consideration the majority of which would be in ordinary shares of
AAA, the trading of which on AIM has been suspended since 29 April
2021 and which is scheduled to be cancelled with effect from 7.00
a.m. on Friday 30 July 2021.
Strategic rationale
On the basis of the very limited information provided by AAA to
the Independent Directors to date, the Independent Directors do not
believe there to be any compelling logic to justify a combination
of the two businesses.
At present, shareholders are advised to take no action.
There can be no certainty that AAA's proposal will result in an
offer for the Company, nor as to the terms on which any offer might
be made. A further announcement will be made when appropriate.
In accordance with Rule 2.6(a) of the Code, AAA must, by not
later than 5.00 p.m. on 16 August 2021, either announce a firm
intention to make an offer for Audioboom in accordance with Rule
2.7 of the Code or announce that it does not intend to make an
offer, in which case the announcement will be treated as a
statement to which Rule 2.8 of the Code applies. This deadline will
be extended only with the consent of the Panel on Takeovers and
Mergers ('Takeover Panel') in accordance with Rule 2.6(c) of the
Code.
This announcement is being made without the approval of AAA.
* The independent directors of Audioboom are deemed to comprise
Mike Tobin, Roger Maddock, Stuart Last and Brad Clarke. Steven
Smith is not considered independent for the purposes of the
Possible Offer due to his relationship with Candy Ventures SARL
which has signed an irrevocable undertaking in relation to the
Possible Offer.
Enquiries
Audioboom Group plc
Stuart Last, Chief Executive Officer Tel: +44(0)300 303
Brad Clarke, Chief Financial Officer 3765
Allenby Capital Limited (Nominated Adviser, Tel: +44(0)20 3328
Financial Adviser and Broker) 5656
David Hart / Alex Brearley (Corporate
Finance)
Amrit Nahal (Sales and Corporate Broking)
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 pm (London time) on the business
day following the date of the relevant dealing. If two or more
persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in
relevant securities of an offeree company or a securities exchange
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Additional information
Allenby Capital Limited ("Allenby Capital"), is authorised and
regulated by the Financial Conduct Authority in the United Kingdom.
Allenby Capital is acting as financial adviser exclusively for
Audioboom and no one else in connection with the matters set out in
this announcement and will not regard any other person as its
client in relation to the matters set out in this announcement and
will not be responsible to anyone other than Audioboom for
providing the protections afforded to clients of Allenby Capital or
its affiliates, or for providing advice in relation to the contents
of this announcement or any other matter referred to herein.
Publication on a website
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be available at:
https://audioboomplc.com/regulatory-news/ . The content of the
website referred to in this announcement is not incorporated into
and does not form part of this announcement.
About Audioboom
Audioboom is a global leader in podcasting - our shows are
downloaded more than 91 million times each month by 25 million
unique listeners around the world. Audioboom is ranked as the
fourth largest podcast publisher in the US by Triton Digital.
Audioboom's ad-tech and monetisation platform underpins a
scalable content business that provides commercial services for a
premium network of 250 top tier podcasts, with key partners
including 'Casefile True Crime' (US), 'Morbid' (US), 'True Crime
Obsessed' (US), 'The Morning Toast' (US), 'No Such Thing As A Fish'
(UK), and 'The Cycling Podcast' (UK).
The Audioboom Originals Network is a slate of content developed
and produced by Audioboom including 'Dark Air with Terry
Carnation', 'RELAX!', 'Baby Mamas No Dramas', 'Covert', 'It's
Happening with Snooki & Joey', 'Mafia', 'Huddled Masses' and
'What Makes A Killer'.
Audioboom operates internationally, with operations and global
partnerships across North America, Europe, Asia and Australia. For
more information, visit audioboom.com. The platform allows content
to be distributed via Apple Podcasts, Spotify, Pandora, Amazon
Music, Deezer, Google Podcasts, iHeartRadio, RadioPublic, Saavn,
Stitcher, Facebook and Twitter as well as a partner's own websites
and mobile apps.
For more information, visit audioboom.com.
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END
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