TIDMIME
RNS Number : 5709T
Immedia Group PLC
26 March 2021
26 March 2021
For immediate release
Immedia Group Plc
("Immedia" or "the Company" or "the Group")
Loan Agreement with Sprift Technologies Ltd and suspension of
trading
Proposed disposal of Immedia Broadcast Limited
Immedia ( AIM: IME), a supplier of multi-media content and
digital solutions for leading brands and global businesses,
announces that the Company has entered into a secured loan
agreement ("Loan Agreement") with Sprift Technologies Ltd
("Sprift"), a property data specialist, to lend it up to GBP900,000
in three equal instalments over the next three months.
In addition, the Company announces that Immedia and Sprift have
also recently entered into non-binding heads of agreement to work
towards the possible acquisition of Sprift by the Company for a
total consideration, to be satisfied by the issue of new Immedia
ordinary shares, of GBP35 million. Should such a transaction
proceed on the currently envisaged terms, it would be classified as
a reverse takeover in accordance with the AIM Rules for Companies
("RTO"). Accordingly, the Company's shares will be suspended from
trading on AIM with effect from 7.30 a.m. today and will remain so
until either the publication of an admission document setting out,
inter alia, details of the proposed RTO or until confirmation is
given that these discussions have ceased.
The proposed RTO remains subject to contract and satisfactory
completion of the necessary due diligence and, at this stage, there
is no guarantee that the proposed RTO will complete.
Loan Agreement
Immedia has agreed to provide Sprift with a secured loan
facility of GBP900,000 ("Loan") for working capital purposes.
Subject to certain conditions precedent, Immedia will make the Loan
in three equal tranches, the first GBP300,000 now, the second on 23
April 2021 and the third tranche on 21 May 2021. The Loan is
interest free, unless either party withdraws from negotiations in
relation to the proposed RTO, in which case the amount of the Loan
outstanding at that time would become repayable in full in 12
months from the withdrawal from negotiations and attract interest
at a rate of 15 per cent. per annum, which is payable monthly. The
Loan is secured by a debenture containing fixed and floating
charges over Sprift's business and assets granted by Sprift in
favour of Immedia.
Information about Sprift
Sprift is an award-winning property data specialist committed to
changing market behaviours through providing trusted UK property
data to the industry. Sprift operates a monthly subscription model
for its core property data dashboard and, to date, there are over
28 million properties stored on the Sprift platform. In addition,
the company has produced nearly 1.3 million reports for clients and
is responsible for driving a significant increase in business won
for Sprift members.
Sprift was incorporated in August 2016 and, according to its
latest unaudited results, in the year ended 31 January 2020 had a
turnover of approximately GBP175,000 and generated a loss for the
financial period of approximately GBP194,000. Sprift had net
liabilities at 31 January 2020 of approximately GBP236,000. The
rest of 2020, despite Covid issues, was a year of significant
revenue growth for Sprift with its product offering gaining
traction with property professionals. Sprift expects this growth to
increase again in 2021 as its platform continues to add further
users.
Immedia Broadcast Limited
In the challenging trading environment of the last few years due
to Brexit and Covid, Immedia's core retail sector business,
operated through Immedia Broadcast Limited, has been challenged
beyond expectations and, despite an attempt to acquire an entity to
scale the operation last year circumstances at the time denied this
opportunity. It is now our belief that Immedia would trade more
efficiently as a private company and to this end we are exploring
divestment options for this business. The proposed disposal would
require shareholder approval under AIM Rule 15 and the Company will
make further announcements as appropriate.
Tim Hipperson, Chairman of Immedia, said: "We are incredibly
excited to be working with Sprift towards an RTO which we believe
will be transformational for Immedia's shareholders. Sprift is a
dynamic property technology business that is rooted in big data and
data science to deliver platform economics to real estate markets.
Sprift is a young business in the sector, but is a leader in the
next wave of property technology that we believe is capable of
significant short and medium term growth across both the business
and consumer marketplace."
Ash Sheikh, Chief Operating Officer of Sprift, said:
"We are looking forward to working with the Immedia Board
towards the completion of the RTO so that we can drive the business
forward to the next stage of our growth.
Sprift has already built a strong user base and is gaining a
reputation as being a trusted authority on UK property data. Our
data comes from official and trusted sources from within both the
public and private sectors; some examples being Ordnance Survey,
Royal Mail, Google, Land Registry and Ofsted. In addition, we have
spent years building our own proprietary data sets, some of which
we even provide back to those official sources.
We are very proud to have developed a client base in the
property sector, where we are trusted by The Guild, Andrews, LRG
(Leaders Romans Group), Your Move, Reeds Rains, Ryder Dutton,
Linley & Simpson and many more.
We feel that obtaining a quotation on the AIM market through
this RTO will provide us with a springboard to accelerate our
-growth trajectory, allowing us to capitalise on opportunities both
in the UK and further afield."
Further announcements will be made as appropriate.
Ends
For further information please contact:
Immedia Group Plc Tel: +44 (0) 1635 556200
Tim Hipperson, Non-executive Chairman
Ross Penney, Chief Executive
SPARK Advisory Partners Limited (Nomad) Tel: +44 (0) 203 368 3550
Mark Brady
Neil Baldwin
SP Angel Corporate Finance LLP (Broker) Tel: +44 (0) 207 470 0470
Abigail Wayne
Tooley Street Communications (IR & Tel: +44 (0) 7785 703523
media relations)
Fiona Tooley
About Immedia Group Plc
Immedia Group Plc is a multi-media content and digital solutions
provider to global businesses delivering audio visual communication
services for brands.
The business provides 'live' branded channels to retail
locations across the UK and Europe. Immedia's interactive audio
channels deliver targeted original content via its own
DreamStream-X platform with encrypted Dreamstream technology
deployed in each location. Each channel is supported with powerful
data analytics tools that monitor audience activity and provide
data to enable Immedia to further enhance audience engagement.
In addition, Immedia creates original audio production and video
content as well as 3D animation and the supply, installation and
maintenance of audio visual equipment.
Immedia clients include Shell, Subway, BP, Nationwide Building
Society, JD Sports, Weir, BMW, IKEA, and FIFA.
To read more about the business, visit www.immediaplc.com or
email us on enquiries@immediaplc.com
About Sprift Technologies Ltd
Sprift Technologies Limited was e stablished in 2016 and offers
a comprehensive source of data on UK properties www.Sprift.com
.
Through providing this data to all professionals in the
home-buying supply chain, Sprift is enabling its core mission to
better inform buyers and property professionals and ultimately,
reduce the time it takes to complete a house sale and the number of
home transactions that do not complete.
The Sprift dashboard contains instant, comprehensive data on any
UK residential property. The data is made available to any property
professional to share with their clients, either through an online
dashboard or fully white-labelled vendor and buyer reports.
Sprift is currently rated in the Exceptional category for
Supplier to the Industry in the Estate Agency industry's most
coveted awards EA Masters and has recently won an award for
Innovation and Marketing.
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