MDZ Mediazest Plc

 
TIDMMDZ 
 
Market soundings, as defined in the EU Market Abuse Regulation (MAR), were taken 
in respect of the Fundraise with the result that certain persons became aware of 
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. Therefore, those persons that received inside 
information in a market sounding are no longer in possession of inside 
information relating to the Company and its securities. 
 
7 August 2023 
 
MediaZest Plc 
 
("MediaZest", the "Company" or the "Group"; AIM: MDZ) 
 
Fundraising of £130,000 via Convertible Loan Notes and Repayment of £150,000 3 
Year Convertible loan notes issued 5 August 2020 
 
MediaZest (AIM: MDZ), the creative audio-visual company, announces that it has 
raised £130,000 (before expenses) via the issue of new 3-year unsecured 
convertible loan notes (the "New CLNs") to existing investors (the "Fundraise"). 
The Company has also repaid £150,000 of unsecured convertible loan notes 
previously issued on 5 August 2020, which had a maturity date of 5 August 2023 
(the "Existing CLNs"). 
 
The gross amount raised via the Existing CLNs was £150,000 via subscriptions 
from four different shareholders. Of these, three shareholders have agreed to 
enter into the New CLNs via subscriptions totalling £130,000 and one shareholder 
has been repaid £20,000 in full from free cashflow. 
 
Pursuant to the terms of the Existing CLNs, a total of 28,571,429 warrants over 
the Company's ordinary shares of 0.01p ("Ordinary Shares") have been granted to 
holders of the Existing CLNs (the "Existing CLN Warrants"). The Existing CLN 
Warrants have an exercise price of 0.0525p, being the closing mid-market price 
of MediaZest's Ordinary Shares on 4 August 2023 and have a twelve month term, 
expiring on 4 August 2024. 
 
The net proceeds of the Fundraise will provide the Group with additional working 
capital. 
 
New CLN Terms 
 
The terms of the New CLNs are as follows: 
 
-          3-year CLN (the "Term"), with interest of 10% per annum, payable 
quarterly in arrears; 
 
-          MediaZest will make a bullet repayment to each investor at the end of 
the Term if the CLN (in whole or in part) remains unconverted; 
 
-          The Company may repay in full the CLN at any time, including 
accumulated interest on a pro-rata basis; 
 
-          Each investor can convert the CLNs (in whole or in part) into new 
Ordinary Shares by serving written notice 14 days after each annual anniversary 
during the Term; 
 
-          The CLN conversion rate will be calculated by dividing the principal 
amount of the CLN by the mid-market price of the Ordinary Shares, on the last 
business day before the relevant anniversary date of the CLN, less a discount of 
10%; and 
 
-          If the CLN is repaid at the end of the Term then warrants over new 
Ordinary Shares will be granted to each investor (the "Warrants"). The number of 
Warrants granted will be calculated by dividing a sum equal to 10% of the 
principal amount of the CLN by the mid-market price of the shares in MDZ at on 
the last business day before the closing of the CLN. The Warrants' exercise 
price will be the mid-market price of the shares in MDZ on the last business day 
before the closing of the CLN and the Warrants will expire 12 months from the 
date of grant. 
 
Geoff Robertson, MediaZest's CEO said: "We are delighted to announce the 
Fundraise and the Board is grateful for the continued support of our existing 
shareholders. The Fundraise provides further confidence as we seek to build on 
the Group's encouraging recent performance during the second half of the current 
financial year." 
 
Related Party Transaction 
 
Certain existing shareholders have subscribed for New CLNs as part of the 
Fundraise. 
 
City and Claremont Capital Assets Ltd ("CCCAL") is a substantial shareholder in 
the Company and has subscribed for £100,000 of New CLNs pursuant to the 
Fundraise (the "CCCAL Subscription"). 
 
The CCCAL Subscription therefore constitutes a related party transaction in 
accordance with AIM Rule 13 of the AIM Rules for Companies. The Directors, who 
are all considered to be independent Directors for these purposes, having 
consulted with the Company's nominated adviser consider the terms of the CCCAL 
Subscription to be fair and reasonable insofar as the Company's shareholders are 
concerned. 
 
CCCAL has been granted 19,047,619 Existing CLN Warrants pursuant to the terms of 
the Existing CLN. 
 
Enquiries: 
Geoff Robertson                 0845 207 9378 
Chief Executive Officer 
MediaZest Plc 
David Hignell/Adam Cowl         020 3470 0470 
Nominated Adviser 
SP Angel Corporate Finance LLP 
Claire Noyce                    020 3764 2341 
Broker 
Hybridan LLP 
 
Notes to Editors: 
 
About MediaZest 
 
MediaZest is a creative audio-visual systems integrator that specialises in 
providing innovative marketing solutions to leading retailers, brand owners and 
corporations, but also works in the public sector in both the NHS and Education 
markets. The Group supplies an integrated service from content creation and 
system design to installation, technical support, and maintenance. MediaZest was 
admitted to the London Stock Exchange's AIM market in February 2005. For more 
information, please visit www.mediazest.com 
 
 
This information was brought to you by Cision http://news.cision.com 
 
 
END 
 
 

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