TIDMBOOM
RNS Number : 4871Z
Audioboom Group PLC
03 September 2018
3 September 2018
Audioboom Group plc
("Audioboom", the "Group" or the "Company")
Board Changes
Appointment of Michael Tobin OBE and Brad Clarke
Grant of Warrants and Options
Audioboom (AIM: BOOM), the leading spoken word audio on-demand
platform, is pleased to announce the appointment of Michael Tobin
OBE as non-executive Chairman of the Company, with immediate
effect. In addition, Brad Clarke, the Company's Chief Financial
Officer, has been appointed to the Board with immediate effect.
The Company also announces that Malcolm Wall will step down from
the Board with immediate effect, having served on the Board for
three and a half years as non-executive Chairman. The Board of
Audioboom would like to thank Malcolm for his valuable contribution
to the Company and wishes him well for the future.
Michael Tobin OBE
Michael Tobin OBE is a serial technology entrepreneur and
philanthropist. As the former 'maverick' Chief Executive Officer of
Telecity Group PLC (now Telecity Group Limited), the FTSE 250 data
centre operator, he grew the company from a market capitalisation
of GBP6 million to GBP1.6 billion at the time of his departure.
After stepping down from his role at Telecity Group PLC in 2014,
Michael turned his attention to supporting entrepreneurs,
businesses and leaders in the digital and technology space. He
received The Order of the British Empire from Her Majesty the Queen
for Services to the Digital Economy in 2014 and is now on multiple
technology company boards across four continents, including
Chairman of AIM listed BigBlu Broadband plc.
Brad Clarke
Brad Clarke joined Audioboom in March 2018. He is a Chartered
Accountant, having qualified with Grant Thornton in 2009 and has
extensive experience of working in finance in the media industry
having previously worked at fellow AIM listed company Brave Bison
Group plc, where he was Group Finance Director. Brad previously
worked for News UK for over five years progressing through roles in
Internal Audit, Group Reporting and latterly being the Financial
Controller of the Handpicked Collection.
Robert Proctor, Chief Executive Officer of Audioboom, said:
"These are very exciting and dynamic times for Audioboom and the
wider podcast industry. As such I would like to wholeheartedly
thank Malcolm Wall, our outgoing Chairman, who has done a
remarkable job of steering the Company through its early years on
AIM - his help and advice has been invaluable. I would also like to
take the opportunity to welcome our new Chairman, Michael Tobin
OBE. Michael has had a stellar career within the technology and
creative sector, leading companies to billion dollar valuations.
Mike's experience and knowledge, especially regarding revenue
generation and growth via M&A, will be invaluable to Audioboom
as we seek to grow within the highly fragmented podcast
market."
Warrant and option grants
Michael Tobin has today been awarded 30,000,000 warrants
("Warrants") over new ordinary shares of no par value in the
Company ("Ordinary Shares") in conjunction with his appointment. A
first tranche of 10,000,000 Warrants will be exercisable at a price
of 2.4 p per share after six months from today's date and for five
years thereafter. A second tranche of 10,000,000 Warrants will vest
if the Company's share price exceeds 4.4 p for 60 days within any
rolling six-month period. The second tranche Warrants will be
exercisable at a price of 4.4 p from six months after vesting and
for five years from that date. A third tranche of 10,000,000
Warrants will vest if the Company's share price exceeds 6.4p for 60
days within any rolling six-month period. The third tranche
Warrants will be exercisable at a price of 6.4 p from six months
after vesting and for five years from that date.
The Warrants can only vest if Michael Tobin is Chairman at the
relevant time, however once vested they remain exercisable
throughout the relevant exercise window irrespective of whether he
is Chairman at the time of exercise. The Warrants are not
transferable.
Brad Clarke has today been awarded 6,500,000 ("Options") over
new Ordinary Shares in conjunction with his appointment, pursuant
to the Company's EMI Share Option Scheme. All Options have an
exercise price of 2.4p per share. A first tranche of 2,000,000
Options will be exercisable from the date of the award. A second
tranche of 1,500,000 Options will vest on 5 March 2019, with the
vesting of half of these Options being subject to performance
conditions relating to the Company's performance for the prior
financial year in terms of revenue/EBITDA/cash metrics against
budget in that year. A third tranche of 1,500,000 Options will vest
on 5 March 2020, with the vesting of half of these Options being
subject to the same performance conditions. A fourth tranche of
1,500,000 Options will vest on 5 March 2021, with the vesting of
half of these Options again being subject to the same performance
conditions.
The FCA notification in respect of the above Warrant and Option
grants, made in accordance with the requirements of the EU Market
Abuse Regulation, is appended below.
AIM Rules disclosures
Michael Tobin, aged 54, is, or has during the last five years
been, a director or partner of the following companies and
partnerships:
Current directorships/partnerships Past directorships/partnerships
* BigBlu Broadband plc * Academica Oy
* Brieband No. AS * Basefarm AS
* CC35 Management Company Ltd * Blue White IT Oy
* Chayora Ltd * Central Data Centres Limited
* Copperfield Corporate Limited * Datahub Finland Oy
* Eurodiesel SA * Datapipe Inc
* Europasat (Ireland) Ltd * Equinix Turkey Internet (formerly Sadece Hosting
Turkey)
* Europasat France
* Equinix Turkey Enterprises Data (formerly Solo Turkey
Internet)
* Europasat Sp Z.O.O.
* Globix Ltd
* Instrumental Ltd
* Globix Holdings (UK) Ltd
* IXcellerate Ltd
* GLX Leasing Ltd
* ParkPlace Technologies Inc.
* IGUA Network OY
* Pulsant Group Ltd
* Imagine No.1 LLP
* Sat2Way
* Imagine No.2 LLP
* ScaleUp Group Ltd
* Imagine No.3 LLP
* Skymesh Pty Ltd
* Internet Facilitators Ltd
* Springlux SA
* Internet Facilitators Holdings Ltd
* Teraco Data Environments (Pty) Ltd
* ItConic Innovate IT
* Tobin Ventures Ltd
* ItConic SA
* Ultrahaptics Holdings Ltd
* Newincco 992 Ltd
* Pacnet Ltd
* Pacnet Services Corp Ltd
* Peopleperhour Ltd
* ProPoint OY
* The Sharpe's Children Foundation
* Teamrock Ltd
* Telecity Finance Ltd
* Telecity Ltd
* TelecityGroup Bulgaria EAD
* TelecityGroup Finland OY
* TelecityGroup Germany GmBH
* TelecityGroup Holdings Ltd
* TelecityGroup International Ltd
* TelecityGroup Investments Ltd
* TelecityGroup Italia SPA
* TelecityGroup Italia SRL
* TelecityGroup Limited (formerly TeleCity Group Plc)
* TelecityGroup Netherlands BV
* TelecityGroup Scandinavia AB
* TelecityGroup Poland Z.O.O
* TelecityGroup UK Ltd
* Telecity (Ireland) Limited
* Telecity Holdings Ltd
* Telecity Investments Ltd
* Telecity Spain SA
* Telecity UK Ltd
* UK Grid Group Ltd
* The UK Grid Network Ltd
* Ultrahaptics Limited
Team Rock Limited, a company of which Mr Tobin was a director,
was placed into administration on 19 December 2016 as a result of
cash constraints in the business. The company entered into a
creditors' voluntary liquidation on 5 December 2017, and the
process is ongoing.
Mr Tobin entered into an individual voluntary arrangement in
2001 which was subsequently discharged in full by 2006.
Mr Tobin has confirmed that there is no further information
required to be disclosed pursuant to schedule 2(g) of the AIM Rules
for Companies.
Brad Clarke (former name: Bradley John Clarke), aged 35, is not
a director or partner of any other companies and partnerships and
has not during the last five years been a director or partner of
any other companies and partnerships.
Mr Clarke has confirmed that there is no further information
required to be disclosed pursuant to schedule 2(g) of the AIM Rules
for Companies.
Enquiries
Audioboom Group plc
Rob Proctor, Chief Executive Officer Tel: +44(0)20 7403
6688
Allenby Capital Limited (Nominated adviser Tel: +44(0)20 3328
and Joint Broker) 5656
David Hart /Alex Brearley/Asha Chotai
Novum Securities (Joint Broker) Tel: +44(0)20 7399
9400
Colin Rowbury/Jon Belliss
Walbrook PR Limited (PR & IR Advisers) Tel: +44(0)20 7933
8780
Paul Cornelius / Sam Allen or audioboom@walbrookpr.com
About Audioboom
Audioboom is a global podcasting platform that consolidates the
business of on-demand audio, making content accessible,
wide-reaching and profitable for podcasters, advertisers and
brands. Audioboom operates internationally, with operations across
North America, Europe, Asia and Australia, and addresses the issue
of disparate podcast services by putting all of the pieces of the
puzzle together under one umbrella, creating a user-friendly,
economical experience.
Audioboom hosts over 14,000 content channels, with key content
partners including A+E Networks (US), Associated Press (US), The
BBC (UK), "Casefile True Crime" (AUS), Edith Bowman (UK), "Felon
True Crime Podcast" (AUS), "F1: Beyond The Grid" (UK),
"Moneycontrol Podcast" (India), "News Roast" (UK), "No Such Thing
As A Fish" (UK), "Pound for Pound with Jake Wood and Spencer
Oliver" (UK), "Red FM" (India), Starburns Audio (US), "The Totally
Football Show" (UK), "The True Geordie Podcast" (UK) and
"Undisclosed" (US).
Original content produced by Audioboom includes "The 45th" (US),
"Covert" (US), "Dead Man Talking" (UK/US), "I Almost Knew That"
(India), "The Psychology Behind with Dr Linda Papadopoulos" (UK),
"Ctrl Alt Win Podcast" (India), "Deliberations" (US), "It's
Happening with Snooki & Joey" (US), "Mafia" (US), "Mission To
Zyxx" (US), "Night Call" (US) and "The Russell Brand Podcast"
(UK).
The platform receives over 60 million listens per month and
allows partners to share their content via Apple Podcasts,
BookMyShow, Deezer, Google Play, iHeartRadio, Saavn, Spotify,
Stitcher, Facebook and Twitter as well as their own websites and
mobile apps.
For more information on Audioboom visit audioboom.com.
Notification and public disclosure of transactions by persons
discharging managerial responsibilities and persons closely
associated with them:
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Michael Tobin
------------------ ------------------------------------------------
2 Reason for the notification
--------------------------------------------------------------------
a) Position/status Non-Executive Chairman
------------------ ------------------------------------------------
b) Initial Initial notification
notification
/Amendment
------------------ ------------------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
--------------------------------------------------------------------
a) Name Audioboom Group plc
------------------ ------------------------------------------------
b) LEI 213800QO681575J97813
------------------ ------------------------------------------------
4 Details of the transaction(s): section to be repeated for
(i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
--------------------------------------------------------------------
a) Description Warrants over ordinary shares of no par value
of the financial
instrument,
type of ISIN: JE00B5NFKB77
instrument
Identification
code
------------------ ------------------------------------------------
b) Nature of Grant of Warrants
the transaction
------------------ ------------------------------------------------
c) Price(s) Price(s) Volume(s)
and volume(s) Exercise price of
2.4p per share 10,000,000
-----------
Exercise price of
4.4p per share 10,000,000
-----------
Exercise price of
6.4p per share 10,000,000
-----------
------------------ ------------------------------------------------
d) Aggregated
information
- Aggregated
volume 30,000,000
- Average
Price 4.4p (average exercise price)
- Total
GBP1,320,000 (aggregation of exercise prices)
------------------ ------------------------------------------------
e) Date of 3 September 2018
the transaction
------------------ ------------------------------------------------
f) Place of Outside of trading venue - grant of Warrants
the transaction
------------------ ------------------------------------------------
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Brad Clarke
------------------ ----------------------------------------------
2 Reason for the notification
------------------------------------------------------------------
a) Position/status Chief Financial Officer
------------------ ----------------------------------------------
b) Initial Initial notification
notification
/Amendment
------------------ ----------------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
------------------------------------------------------------------
a) Name Audioboom Group plc
------------------ ----------------------------------------------
b) LEI 213800QO681575J97813
------------------ ----------------------------------------------
4 Details of the transaction(s): section to be repeated for
(i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
------------------------------------------------------------------
a) Description Options over ordinary shares of no par value
of the financial
instrument,
type of ISIN: JE00B5NFKB77
instrument
Identification
code
------------------ ----------------------------------------------
b) Nature of Grant of options
the transaction
------------------ ----------------------------------------------
c) Price(s) Price(s) Volume(s)
and volume(s) Exercise price of
2.4p per share 6,500,000
----------
------------------ ----------------------------------------------
d) Aggregated
information
- Aggregated
volume 6,500,000
- Average
Price
- Total
2.4p (average exercise price)
GBP156,000 (aggregation of exercise prices)
------------------ ----------------------------------------------
e) Date of 3 September 2018
the transaction
------------------ ----------------------------------------------
f) Place of Outside of trading venue - grant of Options
the transaction
------------------ ----------------------------------------------
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
BOALLFFATLILVIT
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September 03, 2018 02:00 ET (06:00 GMT)
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