TIDMBIRD
RNS Number : 8955U
Blackbird PLC
08 December 2021
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). Upon the publication of this announcement this Inside
Information is now considered to be within the public domain.
8 December 2021
Blackbird plc
(the "Company")
Placing to raise approximately GBP8.0 million before expenses to address new market opportunities
Blackbird plc (AIM:BIRD, OTCQX: BBRDF), the technology licensor,
developer and seller of the market-leading cloud native video
editing platform, Blackbird, is pleased to announce a placing of
28,571,429 new ordinary shares of 0.8 pence each in the Company
(the "Placing Shares") at a price of 28 pence per share (the
"Placing Price") to raise approximately GBP8.0 million before
expenses (the "Placing"). Allenby Capital Limited ("Allenby
Capital") is acting as sole broker in connection with the
Placing.
The Placing has been conducted as a private placement under the
Company's existing allotment and pre-emption disapplication
authorities and participation has not been made available to
members of the public.
Blackbird plc CEO, Ian McDonough, said:
"With our core business in rude health we are incredibly excited
to announce a placing to raise GBP 8.0 million to enter new markets
with our "Powered by Blackbird" intellectual property.
"Recent contract wins for the Company include Univision,
Eurovision Sport and a further expansion with TownNews to 80
regional US stations. "Powered by Blackbird" already has its first
customer in our current sector focus of professional Media and
Entertainment. The Company has also recently been awarded "Best
Tech Company 2021" by the SportsPro OTT awards.
"While our reputation builds in the professional Media and
Entertainment vertical, our technology has advanced through API
development and the first "Powered by Blackbird" licence deal has
shown our applicability to companies across multiple video markets.
The creator economy, enterprise video and content distribution
markets are of huge scale and have attractive growth rates offering
a massive opportunity built around our existing intellectual
property."
Transaction highlights
-- The Placing Shares have been placed with existing and new investors.
-- Certain members of the Company's board (the "Board") and
associated family members are subscribing for an aggregate of
approximately GBP0.41 million in the Placing, of which GBP0.38
million will be subscribed by Ian McDonough, Chief Executive
Officer of the Company, and members of his family.
-- The Placing Shares will represent approximately 7.8 per cent.
of the issued share capital of the Company, as enlarged by the
issue of the Placing Shares.
-- The Company plans to develop its existing "Powered by
Blackbird" ("PBB") intellectual property to take advantage of the
opportunities within the creator economy, enterprise video and
content distribution markets (the "New Markets").
-- The estimated net proceeds of the Placing, which will be
GBP7.6 million, will be used by the Company to:
o develop the Company's technology offering in the New
Markets;
o grow its software engineering, product and business
development teams;
o expand the Company's patent portfolio; and
o conduct appropriate research, prototyping and market testing
of new technology developments.
Background to and reasons for the Placing
The Company is seeking funds to help utilise its PBB
intellectual property and develop further technology to take
advantage of the opportunities within the New Markets. These
opportunities are evidenced by the creator economy, which in May
2021 had an estimated size of $104.2 billion (source: Creator
Earnings: Benchmark Report 2021 - Influencer Marketing Hub ). The
Board believes that the New Markets suffer from inefficient video
creation, cumbersome video distribution and low monetisation. These
are all issues which the Board believes, through further
development of the PBB intellectual property, the Company can
solve. The Company's recent PBB licence deal is testament to the
capabilities of the technology.
Details of the Placing
A total of 28,571,429 Placing Shares are to be issued at a price
of 28 pence per Placing Share. The Placing has been conducted
utilising the Company's existing share authorities to issue shares
for cash on a non-pre-emptive basis. Allenby Capital acted as the
Company's sole broker in connection with the Placing. The Placing
is conditional, inter alia, on admission of the Placing Shares to
trading on AIM ("Admission") becoming effective.
The Company has entered into a Placing Agreement with Allenby
Capital under which Allenby Capital has agreed to use its
reasonable endeavours to procure subscribers for the Placing Shares
at the Placing Price. The Placing has not been underwritten.
The Placing Agreement contains, inter alia, customary
undertakings and warranties given by the Company in favour of
Allenby Capital as to the accuracy of information contained in this
document and other matters relating to the Company. Allenby Capital
may terminate the Placing Agreement in specified circumstances
prior to Admission, including, inter alia, for material breach of
the Placing Agreement or any other warranties contained in it and
in the event of certain force majeure events occurring.
The Placing Shares will represent approximately 7.8 per cent. of
the Company's enlarged share capital. The Placing Price represents
a discount of approximately 8.2 per cent. to the closing mid-market
price on AIM of 30.5 pence per existing ordinary share of 0.8 pence
each in the Company ("Ordinary Shares") on 7 December 2021.
The Placing Shares will be credited as fully paid and will rank
equally in all respects with the Company's existing Ordinary
Shares.
The Placing Shares have been placed with certain existing and
new investors. The Directors value the Company's retail
shareholders, but due to the size of the Placing, the small
discount to the prevailing bid price of an Ordinary Share and the
cost of undertaking a retail offer, the Board determined that it
was not in the Company's interest to make the Placing available to
all existing shareholders. However, this will be kept under review
should the Company seek to raise further funds in the future.
It is expected that CREST accounts will be credited on the
relevant day of Admission and that share certificates (where
applicable) will be dispatched within 10 working days of
Admission.
Admission to trading and total voting rights
Application has been made to the London Stock Exchange plc for
the Placing Shares to be admitted to trading on AIM. It is expected
that Admission will become effective and that dealings in the
Placing Shares on AIM will commence at 8:00 a.m. on or around 13
December 2021.
On Admission, the Company's issued ordinary share capital will
consist of 367,565,521 Ordinary Shares, with one vote per share.
The Company does not hold any Ordinary Shares in treasury.
Therefore, on Admission, the total number of Ordinary Shares and
voting rights in the Company will be 367,565,521. With effect from
Admission, this figure may be used by shareholders in the Company
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 share capital of the Company under
the FCA's Disclosure Guidance and Transparency Rules.
Related Party Transaction
Premier Miton Group plc ("Premier Miton"), which currently owns
60,670,559 Ordinary Shares representing 17.9 per cent. of the
Company's issued share capital at the date of this announcement,
has agreed to subscribe for 3,428,571 Placing Shares as part of the
Placing. As a substantial shareholder of the Company, Premier Miton
is to be treated as a 'related party' in accordance with the AIM
Rules for Companies (the "AIM Rules") and its participation is a
related party transaction pursuant to Rule 13 of the AIM Rules. The
Directors of the Company, having consulted with Allenby Capital,
consider the terms of Premier Miton's participation in the Placing
to be fair and reasonable insofar as shareholders are
concerned.
Directors' Participation
Some of the Directors of the Company have agreed to subscribe
for 465,714 Placing Shares. In addition, members of Ian McDonough's
family have agreed to subscribe for 1,000,000 Placing Shares. Set
out below are details of the Directors and related family interests
in the share capital of the Company as at the date of this
announcement and following Admission:
At the date of this announcement Following Admission
Percentage Percentage
No. of existing of existing No. of Ordinary of enlarged
Ordinary Shares Ordinary Shares Shares share capital
McDonough
family 26,179,016 7.74% 27,536,159 7.49%
Stephen White 363,164 0.11% 416,735 0.11%
Stephen Streater 62,660,000 18.48% 62,660,000 17.05%
Andrew Bentley 295,154 0.09% 350,154 0.10%
David Main 1,162,143 0.34% 1,162,143 0.32%
Dawn Airey 71,429 0.02% 71,429 0.02%
John Honeycutt 50,460 0.01% 50,460 0.01%
Enquiries:
Blackbird plc
Ian McDonough, Chief Executive Officer
Steve White, Chief Operating and Finance Officer
Tel: +44 (0)20 8879 7245
Allenby Capital Limited (Nominated Adviser
and Broker)
Nick Naylor/Piers Shimwell (Corporate Finance)
Amrit Nahal (Sales and Corporate Broking)
Tel: +44 (0)20 3328 5656
About Blackbird plc
Blackbird plc operates in the fast-growing SaaS and cloud video
market. It has created Blackbird(R), a market-leading suite of
cloud native computing applications for video, all underpinned by
its lightning-fast codec. Blackbird plc's patented technology
allows for frame accurate navigation, playback, viewing and editing
in the cloud. Blackbird(R) enables multiple applications, which are
used by rights holders, broadcasters, sports and news video
specialists, esports, live events and content owners,
post-production houses, other mass market digital video channels
and corporations.
Since it is cloud native, Blackbird(R) removes the need for
costly, high end workstations and can be used from almost anywhere
on almost any device. It also allows full visibility on
multi-location digital content, improves time to market for live
content such as video clips and highlights for digital
distribution, and ultimately results in much more effective
monetisation.
Blackbird plc is a licensor of its core video technology under
its "Powered by Blackbird" licensing model, enabling video
companies to accelerate their path to true cloud business models.
Licensees benefit from power and carbon reductions, cost and time
savings, less hardware and bandwidth requirements and easy
scalability.
www.blackbird.vide o
www.linkedin.com/company/blackbird-cloud
www.twitter.com/blackbirdcloud
www.facebook.com/blackbirdplc
www.youtube.com/c/Blackbirdcloud
Notice to Distributors
Solely for the purposes of the product governance requirement
contained in Chapter 3 of the FCA Product Intervention and Product
Governance Sourcebook (together, 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
the Placing Shares are: (i) compatible with an end target market of
retail investors and investors who meet the criteria of
professional clients and eligible counterparties, as defined under
the FCA Handbook Conduct of Business Sourcebook, and (ii) eligible
for distribution through all permitted distribution channels (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 Shares. Furthermore, it is noted that,
notwithstanding the Target Market Assessment, Allenby Capital
Limited 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
the FCA Handbook Conduct of Business Sourcebook COBS 9A and 10A
respectively; 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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IOETRBPTMTJMBJB
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