TIDMBOOM
RNS Number : 0118A
Audioboom Group PLC
21 March 2017
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN OR NEW ZEALAND
OR INTO ANY OTHER JURISDICTION WHERE TO DO SO WOULD BREACH ANY
APPLICABLE LAW OR REGULATION.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN AUDIOBOOM 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 AUDIOBOOM
GROUP PLC.
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
Audioboom Group plc (AIM:BOOM), the leading spoken word audio
on-demand platform, is pleased to announce it has conditionally
raised a total of up to GBP4 million (before expenses) via a
proposed placing and subscription. All Placing and Subscription
Shares will be issued at a price of 2.5 pence per new ordinary
share.
In addition, the Company intends to convert in full all amounts
that have been drawn down by the Company pursuant to the
convertible loan note issued by the Company to Candy Ventures SARL
as announced on 25 January 2017. The amount for conversion will
comprise GBP812,274, such amount to be converted into 40,613,698
new ordinary shares.
Highlights
-- A fundraising of up to GBP4 million raised through a
conditional Placing of 146,400,000 new ordinary shares and a
conditional Subscription for up to 13,600,000 new ordinary shares
in each case at 2.5 pence per new ordinary share.
-- 40,613,698 new ordinary shares to be issued pursuant to the conversion of the Loan Note.
-- The Placing and Subscription Shares will represent
approximately 17.8 per cent. of the Enlarged Share Capital of the
Company.
-- The net proceeds of the Placing and Subscription will be applied for:
o working capital
o technical development
o content acquisition and creative initiatives
-- An Extraordinary General Meeting of the Company is to be
convened for 6 April 2017 to approve, inter alia, the shareholder
resolutions required in order for the Second Placing and the issue
of the Loan Note Conversion Shares to proceed.
-- The Circular containing a notice convening the Extraordinary
General Meeting and full details of the Placing and Subscription is
expected to be posted to shareholders shortly. Terms capitalised in
this announcement have the meaning given to them in the Appendix to
this announcement.
-- Allenby Capital Limited is acting as Nomad and Sole Bookrunner.
Roger Maddock, Non-Executive Director of the Company, and Candy
Ventures SARL intend to subscribe for up to 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). This
intention is not legally binding and any subscriptions by Roger
Maddock or Candy Ventures SARL pursuant to the Subscription will be
announced through a Regulatory Information Service. The contents of
this announcement assume that the subscriptions by each of Roger
Maddock and Candy Ventures SARL proceed in full.
Rob Proctor, CEO of Audioboom, commented: "This fundraise will
enable another step change in the Company's on-going revenue growth
story. I am obviously delighted that follow-on investment by a
number of our existing shareholders, and material investment from
new institutional investors, recognises both the progress that we
have made over the last year and the exciting sector that we are
selling into.
The investment will allow Audioboom to consolidate its rapid
revenue growth, focused on US and UK operations. It should also
enable us to further increase margins in the future by accelerating
the
development of our own ad-server technology.
This is an exciting time for the podcasting industry globally
and I am proud to be running a UK-based company that is at the
forefront of shaping the sector."
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.
1. Introduction
The Company announces today that it has conditionally raised up
to GBP4 million (before expenses) by way of the Placing of
146,400,000 Placing Shares and the Subscription of 13,600,000
Subscription Shares, each at the Issue Price with existing and new
investors.
2. Background to and reasons for the Placing and Subscription
The Company has developed a cloud-based, software as a service
platform which enables the creation, broadcast and syndication of
digital audio content across multiple devices, networks and
geographies, and the Company remains the hosting and distribution
platform of choice for some of the world's leading content
creators.
The Company's business model is based, principally, on entering
into advertising revenue share agreements with content creators
(principally broadcasters and publishers) using the Audioboom
platform to embed audio content across their own websites, mobile
apps and other distribution channels, such as iTunes, Facebook and
Twitter. Each piece of audio provides an opportunity to place live
"host read" adverts during and/or traditional audio or video
adverts at the beginning, middle and end of the content (pre, mid
and post roll advertising).
Working with content partners, third parties and/or programmatic
advertising exchanges, Audioboom seeks to secure advertising to
place on its inventory of audio content on the Audioboom platform.
It will share the proceeds of such advertising with the content
creator on a pre-agreed revenue share basis. Revenue will be driven
by the rate card fee for live host read adverts and also the number
of listens to the particular content and the CPM rate at which the
advertising is secured. The CPM is the cost per thousand listens of
audio that the advertiser is willing to pay and dictates the
revenue for Audioboom. CPMs may differ according to various factors
including the type and length of content, the target audience and
type of advert location and delivery.
Live host read advertising, where the presenter promotes a
product or brand during the broadcast, also presents a significant
medium-term opportunity and which typically attracts higher CPMs.
The rate card fee for live host read adverts is based on the CPM
rate multiplied by the listens per episode.
Market
Traditional radio listening is falling dramatically while
podcasting and other audio on-demand are the digital disruptors in
the audio sector, with significant and sustained growth, especially
amongst the digital generation. Furthermore, data supports the
proposition that podcast audiences are more engaged and loyal, and
research indicates that podcasts provide a far more effective
advertising medium than traditional radio.
The global spend on radio advertising is around US$19 billion
(source: WPP & IAB research). By the end of 2017, it is
estimated that 40% of audio will be consumed digitally (source:
Edison & NPR research.
KPIs
The Company recorded impressive growth in all its KPIs in 2016 -
driving significant year-on-year revenue growth - and this strong
performance has continued into Q1 2017:
-- UFRs: the Company has recently adopted the IAB standard of
unique file requests (UFRs) to replace its "listens" metric.
Audioboom's Q1 2017 UFRs were 149 million (a quarterly record).
-- Available advertising impressions: Total available ad
impressions grew to 304 million in Q1 2017 (another quarterly
record).
-- Content channels: 478 new content channels were added during
Q1 2017, giving a total of 10,005 content channels as at 28
February 2017. Major new content, distribution and/or monetisation
partnerships have been established recently with Spotify,
GooglePlay, Univision, Pandora, Saavn, NBC Sports and iHeart
media.
2016 revenues are expected to have exceeded GBP1.3 million, an
increase of more than six fold compared to 2015. Q1 2017 revenues
exceeded those of Q4 2016 (GBP630,000), providing another quarterly
record, and this impressive rate of revenue growth continues, with
over GBP2 million already booked for advertising campaigns in 2017,
inclusive of the Q1 revenues.
This continued revenue growth, coupled with focus on cost
management, results in the Board targeting the Company being
cash-flow positive on a monthly basis during the final quarter of
2018.
SONR acquisition
Audioboom recently completed its all-share acquisition of SONR
News Limited, the neuro-linguistic programming ('NLP') and
artificial intelligence ('AI') development company.
SONR is developing algorithms which will allow Audioboom to
accelerate the creation and phased introduction of industry
leading, plug-in, intelligent data management platforms that will
better inform programmatic ad-serving solutions and audio
recommendation engines over the next 12 months. Currently, access
to the nascent, fast growing digital audio advertising market is
being hampered by a lack of technology that is fit for purpose;
advertising agencies are suffering from a lack of real time data to
inform their programmatic buying platforms.
SONR's algorithms are capable of generating vast numbers of
audience specific data-points and future development plans will see
these algorithms being developed specifically for brand advertising
targeting. The Board believes that this, combined with the further
development and integration of audio to text transcription
technologies, will allow Audioboom to build ad-server solutions
and, ultimately, a proprietary ad-server that will facilitate
programmatic ad placement in the digital audio space through
targeted advertising in scale.
The Company believes the time is right to capitalise on the
growth opportunities offered in its key markets - particularly the
US (which currently accounts for more than 65% of inventory and
listens) and India - however it is currently constrained from doing
so by the cash position of the Company. Accordingly, the Company
wishes to complete the Placing and Subscription and in doing so
provide the funding to accelerate the growth and future success of
the Company.
3. Use of proceeds
The net proceeds of the Placing and Subscription will be
approximately GBP3.8 million and are expected to be applied in the
following areas:
-- Working capital to accelerate growth
The Company has recognised the need to focus its head count and
business development activity to capitalise on the countries the
Board has identified as those that afford the greatest opportunity
for monetisation, particularly the US where revenue is growing and
the Company is actively moving headcount to match its revenue
opportunities.
-- Technical development
The Company's ad-serving costs have and will continue to
increase substantially through listen and advertising inventory
growth. Audioboom has identified that building its own audio
ad-server, utilising NLP, AI and audio to text transcription is a
strategic way to reduce ad-serving costs, whilst creating its own
IP, removing reliance on third parties and creating higher value
targeted advertising solutions.
-- Content acquisition and creative initiatives
Over the last 12 months, Audioboom has focused on attracting
established podcast content with audiences and creating its own
bespoke podcast content, producing 5 of iTunes' top 10 podcasts of
2016. Audioboom intends to accelerate this strategy to rapidly
scale revenues from 'live host read' (also referred to as
'in-read') advertising sales, whilst capturing a higher percentage
of addressable market revenue.
4. Convertible Loan Note
On 25 January 2017, the Company announced that it had entered
into a GBP1,000,000 Loan Note to Candy Ventures SARL (an investment
vehicle controlled by Nick Candy). The Loan Note can be drawn down
before 30 June 2017, attracts interest at a rate of 10% per annum
which is payable on redemption, repayment or conversion of the Loan
Note and is convertible into the Loan Note Conversion Shares at
2.5p per Ordinary Share or, if lower, a 20% discount to the price
of any future funding round of the Company greater than GBP2
million (subject to a minimum price of 1.75p per Ordinary
Share).
Pursuant to the terms of the Loan Note, the Company covenanted
to maintain sufficient shareholder authority to satisfy conversion
of the Loan Notes. Candy Ventures SARL has agreed to waive the
covenant given by the Company so that the Company may utilise the
existing share authorities put in place at the Company's annual
general held on 4 May 2016 and at the Company's extraordinary
general meeting on 22 August 2016 in connection with the
Fundraise.
Contemporaneously with the Second Admission, the Company intends
to convert in full all amounts that have at that time been drawn
down by the Company pursuant to the Loan Note (including accrued
interest). The Company no longer intends to draw down the final
instalment available to it under the terms of the Loan Note and it
is therefore anticipated that the amount for conversion as at the
Second Admission will comprise GBP812,274, including interest of
GBP12,274, such amount to be converted into the 40,613,698 Loan
Note Conversion Shares. Accordingly, the Company is seeking
Shareholder approval of Resolutions 3 and 4 which are to be put to
the Extraordinary General Meeting of the Company.
5. Details of the Placing, Subscription and Admission
A total of approximately GBP1.28 million (before expenses),
representing the issue of 51,360,000 new Ordinary Shares, has been
raised by way of the First Placing and the Subscription utilising
the Company's existing share authorities put in place at the
Company's annual general held on 4 May 2016 and at the Company's
extraordinary general meeting on 22 August 2016. The First Placing
and the Subscription are conditional, inter alia, upon compliance
by the Company with its obligations under the Placing Agreement (as
described further below) and admission of the First Placing Shares
and the Subscription Shares to trading on AIM.
The Company is also proposing to raise approximately GBP2.72
million (before expenses) for the Company by way of the Second
Placing at the Issue Price with new and existing investors.
The Second Placing is conditional, inter alia, upon:
-- the passing of the Fundraising Resolutions without amendment at the EGM;
-- the Placing Agreement (as described in more detail below)
becoming unconditional in all respects and not having been
terminated in accordance with its terms; and
-- admission of the Second Placing Shares to trading on AIM
becoming effective by not later than 8.00 a.m. on 7 April 2017 (or
such later time and/or date (not being later than 8 May 2017) as
Allenby Capital and the Company may agree).
The Placing and Subscription will result in the issue of a total
of 160,000,000 new Ordinary Shares, representing, in aggregate,
approximately 17.8% of the Enlarged Share Capital. Such new
Ordinary Shares, when issued and fully paid, will rank pari passu
in all respects with the Existing Ordinary Shares and therefore
will rank equally for all dividends or other distributions
declared, made or paid after the relevant date of Admission.
Application will be made to London Stock Exchange for the First
Placing Shares and the Subscription Shares to be admitted to
trading on AIM and admission of the First Placing Shares and the
Subscription Shares is expected to occur on 23 March 2017.
It is expected that CREST accounts will be credited on the day
of First Admission as regards the First Placing Shares and
Subscription Shares in uncertificated form and that certificates
for those shares to be issued in certificated form will be
dispatched by first class post by 30 March 2017.
Application will also be made to London Stock Exchange for the
Second Placing Shares and the Loan Note Conversion Shares to be
admitted to trading on AIM and admission of the Second Placing
Shares and Loan Note Conversion Shares is expected to occur on 7
April 2017.
It is expected that CREST accounts will be credited on the day
of Second Admission as regards the Second Placing Shares in
uncertificated form and that certificates for those shares to be
issued in certificated form will be dispatched by first class post
by14 April 2017.
6. The Placing Agreement
Pursuant to the terms of the Placing Agreement, Allenby Capital,
as agent for the Company, has agreed conditionally to use its
reasonable endeavours to procure Placees for the Placing Shares at
the Issue Price. The Placing is not being underwritten.
The obligations of Allenby Capital under the Placing Agreement
are conditional, among other things, upon: (i) the passing of the
Fundraising Resolutions without amendment at the EGM; (ii) First
Admission becoming effective by not later than 8.00 a.m. on 23
March 2017 (or such later time and/or date (not being later than 24
April 2017) as Allenby Capital and the Company may agree); and
(iii) Second Admission becoming effective by not later than 8.00
a.m. on 7 April 2017 (or such later time and/or date (not being
later than 8 May 2017) as Allenby Capital and the Company may
agree).
The Placing Agreement contains certain warranties and
indemnities given by the Company in favour of Allenby Capital as to
certain matters relating to the Company's group and its business.
The obligations of Allenby Capital under the Placing Agreement may
be terminated in certain circumstances if there occurs either a
breach of any of the warranties or if a materially adverse event
occurs at any time prior to either First Admission or Second
Admission. Such rights exist in the event that such circumstances
arise prior to First Admission or Second Admission. If the
conditions in the Placing Agreement are not fulfilled on or before
the relevant date in the Placing Agreement or, if applicable,
waived then the placing monies will be returned to Placees without
interest at their own risk.
The Placing Agreement also provides for the Company to pay
Allenby Capital commissions and certain other costs and expenses
incidental to the Placing and Admission.
7. Related Party Transactions
Roger Maddock, a Director of the Company, intends to subscribe
for 1,600,000 Subscription Shares. The participation of Roger
Maddock in the Subscription would constitute a related party
transaction under rule 13 of the AIM Rules.
In addition, Candy Ventures SARL, a substantial shareholder of
the Company, having an interest in approximately 10.42% of the
voting rights of the Company, intends to subscribe for 8,000,000
Subscription Shares. The participation of Candy Ventures SARL in
the Subscription would constitute a related party transaction under
rule 13 of the AIM Rules. Nick Candy (90% shareholder of Candy
Ventures SARL) is also considered to be a related party of
Audioboom by reason of his shareholding in Candy Ventures SARL, his
having been a director of Audioboom within the twelve month period
preceding the Fundraise and because of the issue of the Loan Note
Conversion Shares. Steven Smith, a director of the Company, is also
a director and 10% shareholder of Candy Ventures SARL and
accordingly he too is a related party of Audioboom.
The Independent Directors consider, having consulted with
Allenby Capital, that the terms of the related party transactions
would be fair and reasonable insofar as its Shareholders are
concerned.
The following table set out Roger Maddock's and Nick Candy's
interest in Ordinary Shares as at today and what it would be
pending their subscriptions 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 8,000,000 105,368,302 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.
DEFINITIONS
Admission First Admission and Second
Admission.
AIM AIM, a market operated by the
London Stock Exchange.
AIM Rules the AIM Rules for Companies,
as published and amended from
time to time by the London
Stock Exchange.
Allenby Capital Allenby Capital Limited, the
Company's nominated adviser
and broker pursuant to the
AIM Rules.
Articles the existing articles of association
of the Company as at the date
of this Circular.
Capita Asset Services a trading name of Capita Registrars
Limited.
Circular the circular intended to be
sent to Shareholders later
today.
Company or Audioboom Audioboom Group plc.
CREST the computerised settlement
system (as defined in the CREST
Regulations) which facilitates
the transfer of title to shares
in uncertificated form.
CREST Manual the manual, as amended from
time to time, produced by Euroclear
UK & Ireland which facilitates
the transfer of shares in uncertificated
form.
CREST member a person who has been admitted
by Euroclear UK and Ireland
as a system-member (as defined
in the CREST Regulations).
CREST Regulations the Uncertificated Securities
Regulations 2001 or the Companies
(Uncertificated Securities)
(Jersey) Order 1999, including
(i) any enactment or subordinate
legislation which amends or
supersedes those regulations
and (ii) any applicable rules
made under those regulations
or any such enactment or subordinate
legislation for the time being
in force.
Directors or Board the directors of the Company.
Enlarged Share the 896,551,689 Ordinary Shares
Capital in issue immediately following
Admission.
Euroclear UK & Euroclear UK & Ireland Limited,
Ireland the operator of CREST.
Existing Ordinary the 695,937,991 existing Ordinary
Shares Shares in issue in the capital
of the Company as at the date
of this Circular.
Extraordinary General the extraordinary general meeting
Meeting or EGM of Shareholders to be held
at the offices of Fladgate
LLP at 16 Great Queen Street,
London, WC2B 5DG at 10:00 a.m.
on 6 April 2017.
First Admission the admission of the First
Placing Shares and the Subscription
Shares to trading on AIM becoming
effective in accordance with
the AIM Rules.
First Placing the placing of the First Placing
Shares at the Issue Price by
Allenby Capital, as described
in this Circular.
First Placing Shares the 37,760,000 new Ordinary
Shares, which have been placed
by Allenby Capital with institutional
and other investors pursuant
to the First Placing.
Form of Proxy the form of proxy for use in
connection with the Extraordinary
General Meeting accompanying
this Circular.
Fundraise together, the Placing and Subscription.
Fundraising Resolutions the resolutions numbered 1
and 2 to be proposed at the
Extraordinary General Meeting
as set out in the Notice of
Extraordinary General Meeting.
Independent Directors Malcolm Wall, Robert Proctor
and David McDonagh, being the
Directors not participating
in the Placing or Subscription.
ISIN International Securities Identification
Number.
Issue Price 2.5 pence per New Ordinary
Share.
Loan Note the convertible loan note issued
by the Company to Candy Ventures
SARL.
Loan Note Conversion the 40,613,698 new Ordinary
Shares Shares to be issued to Candy
Ventures SARL pursuant to the
conversion of the Loan Note.
London Stock Exchange London Stock Exchange plc.
New Ordinary Shares together the First Placing
Shares, the Second Placing
Shares, the Subscription Shares
and the Loan Note Conversion
Shares.
Notice of Extraordinary the notice of Extraordinary
General Meeting General Meeting set out at
the end of this Circular.
Optionholders the holders of options to acquire
Ordinary Shares, offered or
granted in accordance with
the share option scheme operated
by the Company.
Ordinary Shares the ordinary shares of no par
value in the capital of the
Company.
Placees the persons who have conditionally
agreed to subscribe for the
Placing Shares.
Placing the First Placing and the Second
Placing.
Placing Agreement the conditional agreement dated
20 March 2017 between the Company
(1) and Allenby Capital (2)
relating to the Placing.
Placing Shares the First Placing Shares and
the Second Placing Shares.
Resolutions the resolutions numbered 1
to 4 to be proposed at the
Extraordinary General Meeting
as set out in the Notice of
Extraordinary General Meeting.
Second Admission the admission of the Second
Placing Shares and the Loan
Note Conversion Shares to trading
on AIM becoming effective in
accordance with the AIM Rules.
Second Placing the conditional placing of
the Second Placing Shares at
the Issue Price by Allenby
Capital, as described in this
Circular pursuant to the Second
Placing.
Second Placing the 108,640,000 new Ordinary
Shares Shares, which have been placed
by Allenby Capital with institutional
and other investors.
Shareholder(s) holder(s) of Existing Ordinary
Shares.
Subscribers the persons who have conditionally
agreed to subscribe for the
Subscription Shares.
Subscription the conditional subscription
for the Subscription Shares
at the Issue Price pursuant
to Subscription Letter.
Subscription Letters conditional subscription letters
between the Company and each
of the Subscribers each dated
around the date of this Circular.
Subscription Shares the 13,600,000 new Ordinary
Shares conditionally subscribed
for pursuant to Subscription
Letters.
UK the United Kingdom.
uncertificated recorded on the relevant register
or in uncertificated of the share or security concerned
form as being held in uncertificated
form in CREST and title to
which may be transferred by
means of CREST.
US the United States of America.
US Person a US person as defined in Regulation
S promulgated under the US
Securities Act.
US Securities Act the United States Securities
Act of 1933 (as amended).
Warrantholders the holders of warrants to
acquire Ordinary Shares.
GBP or pence the lawful currency of the
UK.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCEAFDEAAAXEAF
(END) Dow Jones Newswires
March 21, 2017 03:02 ET (07:02 GMT)
Audioboom (LSE:BOOM)
Historical Stock Chart
From Apr 2024 to May 2024
Audioboom (LSE:BOOM)
Historical Stock Chart
From May 2023 to May 2024