TIDMBOOM
RNS Number : 0124A
Audioboom Group PLC
21 March 2017
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION EU 596/2014 ("MAR"). IN
ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN
RESPECT OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE
RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION
AS PERMITTED BY MAR. THAT INSIDE INFORMATION IS SET OUT IN THIS
ANNOUNCEMENT AND HAS BEEN DISCLOSED AS SOON AS POSSIBLE IN
ACCORDANCE WITH PARAGRAPH 7 OF ARTICLE 17 OF MAR. UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THE INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL
THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION IN
RELATION TO THE COMPANY AND ITS SECURITIES.
21 March 2017
Audioboom Group plc
("Audioboom" or "the Company")
Placing and Subscription to raise up to GBP4 million
Conversion of convertible loan note
Notice of General Meeting
Further to the announcement made earlier today, Audioboom Group
plc (AIM:BOOM), the leading spoken word audio on-demand platform,
is pleased to announce that Roger Maddock, Non-Executive Director
of the Company, and Candy Ventures SARL (an investment vehicle
controlled by Nick Candy) have conditionally subscribed for
1,600,000 and 8,000,000 Subscription Shares respectively (a total
aggregate amount of GBP40,000 and GBP200,000 respectively at the
Issue Price). The participation of Mr Maddock and Candy Ventures
SARL is on the same terms as those described in the Company's
announcement made earlier today (the "Prior Announcement") and the
Circular that will today be posted to shareholders, which is
available on the Company's website, www.audioboomplc.com (the
"Circular").
The definitions that apply throughout this announcement as set
out in the Circular.
Following confirmation of the participation in the Subscription
by Mr Maddock and Candy Ventures SARL, the gross proceeds of the
Fundraise will be GBP4 million. The proceeds of the Fundraise will
be applied towards the proposals outlined in the Prior
Announcement.
The following table set out Roger Maddock's and Nick Candy's
interest in Ordinary Shares as at today and immediately following
First Admission and Second Admission.
Shareholder Ordinary % of Participation Interest % of Loan Interest % of
Shares the in the immediately issued Note immediately issued
held current Subscription following share Conversion following share
as at issue First capital Shares Second capital
today share Admission immediately Admission immediately
capital following following
First Second
Admission Admission
------------- ----------- -------- -------------- ------------ ------------ ----------- ------------ ------------
Nick Candy* 97,368,302 13.99 8,000,000 105,369,302 14.10 40,613,698 145,982,000 16.28
------------- ----------- -------- -------------- ------------ ------------ ----------- ------------ ------------
Roger
Maddock 15,513,556 2.23 1,600,000 17,113,556 2.29 - 17,113,556 1.91
------------- ----------- -------- -------------- ------------ ------------ ----------- ------------ ------------
* As at today, Nick Candy is interested in 24,820,000 Ordinary
Shares held in his own (or his wife's) name and 72,548,302 Ordinary
Shares held via Candy Ventures SARL. Immediately following First
Admission, Nick Candy will be interested in 24,820,000 Ordinary
Shares held in his own (or his wife's) name and 80,548,302 Ordinary
Shares held via Candy Ventures SARL. Immediately following Second
Admission Nick Candy will be interested in 24,820,000 Ordinary
Shares held in his own (or his wife's) name and 121,162,000
Ordinary Shares held via Candy Ventures SARL.
Completion of the Subscription is conditional on First
Admission. The Subscription Shares will, on First Admission, have
the same rights in all respects with Existing Ordinary Shares,
including the right to receive all dividends and other
distributions declared.
Application will be made to the London Stock Exchange for the
Subscription Shares, Placing Shares and Loan Note Conversion Shares
to be admitted to trading on AIM and it is expected that First
Admission will be effective and trading will commence on 23 March
2017 (or such other date, not being later than 21 April 2017). It
is expected that Second Admission will be effective and trading
will commence on 7 April 2017 (or such other date, not being later
than 8 May 2017), subject to approval being received at the EGM of
the Company.
Enquiries:
Audioboom Group plc +44 (0)20 7403 6688
Rob Proctor, Chief Executive
Officer
David McDonagh, Chief
Financial Officer
Allenby Capital Limited
(NOMAD/broker) +44 (0)20 7167 6433
David Hart/James Thomas/Asha
Chotai
Walbrook PR Ltd (PR &
IR Advisors) +44 (0)20 7933 8780
Paul Cornelius/ Sam Allen or audioboom@walbrookpr.com
Expected timetable of Principal Events
Circular posted to shareholders 21 March 2017
Admission and commencement of 8.00 a.m. on 23
dealings in the First March 2017
Placing Shares and the Subscription
Shares
CREST member accounts expected 23 March 2017
to be credited for the
First Placing Shares and the
Subscription Shares in
uncertificated form (where applicable)
Dispatch of definitive share 30 March 2017
certificates for the First Placing
Shares and the Subscription
Shares in certificated form
(where applicable)
Latest time and date for receipt 10.00 a.m. on
of Form of Proxy 4 April 2017
Extraordinary General Meeting 10.00 a.m. on
6 April 2017
Admission and commencement of 8.00 a.m. on 7
dealings in the Second April 2017
Placing Shares and Loan Note
Conversion Shares to trading
on AIM
CREST member accounts expected 7 April 2017
to be credited for the
Second Placing Shares in uncertificated
form (where
applicable)
Dispatch of definitive share 14 April 2017
certificates for the Second
Placing Shares in certificated
form (where applicable)
Placing and Subscription Statistics
Issue Price 2.5 pence
Number of Existing Ordinary
Shares currently in issue 695,937,991
Total number of First Placing
Shares 37,760,000
Total number of Subscription
Shares 13,600,000
Total number of Second Placing
Shares 108,640,000
Percentage of the Enlarged Share
Capital comprised by the Placing
Shares and the Subscription
Shares 17.8
Defined terms used in this announcement will have the meaning
(unless the context otherwise requires) as set out in this
announcement and the Circular to be posted to Shareholders today,
which will be available shortly on the Company's website
www.audioboomplc.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
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