TIDMZOO
RNS Number : 7899X
Zoo Digital Group PLC
28 April 2023
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE
UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY
STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA
(COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN ZOO DIGITAL GROUP PLC OR ANY OTHER
ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT
OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN
CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF ZOO DIGITAL
GROUP PLC
This Announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014 as retained as part of UK
law by virtue of the European Union (Withdrawal) Act 2018 as
amended. Upon the publication of this Announcement, this inside
information is now considered to be in the public domain.
28 April 2023
ZOO Digital Group plc
("ZOO", the "Group" or the "Company")
Confirmation of successful Placing of GBP12.5 million ($15.5
million)
ZOO Digital Group plc (AIM: ZOO), a leading provider of
end-to-end cloud-based localisation and media services to the
global entertainment industry, is pleased to announce that further
to the Company's announcement on 27 April 2023, the Company has
successfully completed its oversubscribed Placing of GBP12.5
million ($15.5 million) through the issue and allotment of an
aggregate of 7,812,500 new ordinary shares of GBP0.01 each in the
Company (the "Placing Shares") with certain existing and new
institutional and other investors at a price of 160 pence per
Placing Share (the "Issue Price").
The Issue Price represents a discount of approximately 13.5% per
cent. to the middle market closing price of an ordinary share of
GBP0.01 each in the Company ("Ordinary Shares") on 26 April 2023.
The Placing Shares represent approximately 8.7% per cent. of the
issued share capital of the Company prior to the Placing.
The Company consulted with a number of its major shareholders
prior to the Placing and is pleased by the support it has received
from both existing and new shareholders. Stifel Nicolaus Europe
Limited ("Stifel") served as nominated adviser and joint bookrunner
and Singer Capital Markets ("Singer") also acted as joint
bookrunner in respect of the Placing.
Application
An application has been made to London Stock Exchange plc for
the Placing Shares to be admitted to trading on AIM ("Admission").
It is expected that Admission will become effective and dealings in
the Placing Shares will commence at 8.00 a.m. on 4 May 2023. The
Placing is conditional upon, among other things, Admission becoming
effective and the placing agreement entered into between the
Company and Stifel and Singer not being terminated in accordance
with its terms.
Related Party Transaction
Herald Investment Management ("Herald") and Canaccord Genuity
Wealth Management ("Canaccord") have agreed to subscribe for
400,000 and 812,500 Placing Shares respectively, pursuant to the
Placing. The participation of Canaccord and Herald, both existing
substantial shareholders in the Company are related party
transactions pursuant to Rule 13 of the AIM Rules for Companies.
The directors of the Company who are independent of the related
party transactions, having consulted with Stifel, the Company's
nominated adviser, consider the terms of the respective
participation of Herald and Canaccord in the Placing to be fair and
reasonable insofar as shareholders of the Company are
concerned.
The Placing Shares, when issued, will be fully paid and will
rank pari passu in all respects with the existing Ordinary Shares
including the right to receive all dividends and other
distributions declared, made or paid after the date of issue of the
Placing Shares.
Total Voting Rights
Following Admission, the Company's enlarged issued ordinary
share capital will be 97,662,191. 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 in their interest in, the share capital of
the Company under the FCA's Disclosure Guidance and Transparency
Rules.
A further announcement will be made in relation to total voting
rights in the Company's share capital following the completion of
the Retail Offer.
Enquiries:
ZOO Digital Group plc
Stuart Green
Phillip Blundell +44 (0)114 241 3700
Stifel Nicolaus Europe Limited (Nominated
Adviser, Joint Broker and Joint Bookrunner)
Fred Walsh / Tom Marsh / Richard Short +44 (0)20 7710 7600
Singer Capital Markets (Joint Broker and
Joint Bookrunner)
Shaun Dobson / Asha Chotai +44 (0)20 7496 3000
Instinctif Partners (Financial PR) +44 (0)20 7457 2020
Matthew Smallwood / Joe Quinlan z oo@ instinctif.com
About ZOO Digital Group plc:
ZOO supports major Hollywood studios and streaming services to
globalise their content and reach audiences everywhere, by
providing world-leading, technology-enabled localisation and media
services.
Founded in 2001, ZOO operates from hubs in Los Angeles, London,
Dubai, Turkey, South Korea, India and Denmark with a development
and production centre in Sheffield, UK.
The Group provides media services through its platforms that
include: ZOOsubs, ZOOdubs, ZOOstudio. Its full-service proposition
delivers the end-to-end services required to prepare both original
and catalogue content for digital distribution; these services
include dubbing, subtitling and captioning, metadata creation and
localisation, artwork localisation and media processing. Alongside
this offering, ZOO also provides its customers with management
platforms and strategic solutions to support their own internal
globalisation operations.
ZOO is a go-to service partner for media businesses looking to
globalize their content across different territories, languages and
distribution platforms. Using its innovative technology-enabled
approach, ZOO helps its customers reduce time to market, lower
costs and deliver high quality products to their global audiences.
The business has frameworks in place with major Hollywood studios
and streaming services. Its customers include Disney, NBCUniversal,
HBO and Paramount Global.
ZOO's competitive advantage arises from three interlinking
factors - the innovative role it has played in the digital
transformation of its sector; the proprietary platforms that it
develops to enable this transformation; and the global supply chain
of thousands of freelancers, working collaboratively in ZOO's
platforms, which delivers services that scale easily to meet
demand. These factors combine to make ZOO well placed to capitalise
on new market opportunities in a fast-paced and evolving
industry.
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END
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