7digital Group PLC Completion of Placing (1669Z)

TIDM7DIG

RNS Number : 1669Z

7digital Group PLC

10 March 2017

THIS ANNOUNCEMENT (INCLUDING THE APPIX) 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, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

10 March 2017

7digital Group plc

("7digital" or "the Company")

Completion of Placing

7digital, is pleased to announce that, further to the announcement released by the Company this morning at 7.00 a.m. (the "Impact Announcement"), a total of 34,769,239 Placing Shares have been successfully placed with existing and new institutional investors as well as certain Directors, at the Issue Price of 6.5 pence per Ordinary Share, raising gross proceeds of approximately GBP2.26 million. The Issue Price of 6.5 pence per Ordinary Share represents a discount of approximately 10.3 per cent. to the closing middle market price of 7.25 pence per Ordinary Share on 9 March 2016, being the latest practicable date prior to the announcement of the Impact Announcement. The Placing Shares will represent approximately 21.45 per cent. of the enlarged issued share capital of the Company (assuming the Open Offer is fully subscribed).

Director participation

The Directors of the Company have conditionally agreed to subscribe for the following number of New Ordinary Shares:

 
 Name of Director*    Shareholding      Percentage       Number of   Shareholding      Percentage 
                             prior    Shareholding    New Ordinary      following    Shareholding 
                            to the                          Shares        Capital       following 
                           Capital                      subscribed        Raising         Capital 
                           Raising                      for in the                      Raising** 
                                                           Capital 
                                                           Raising 
 Sir Donald 
  Cruickshank              943,000           0.81%         769,231      1,712,231            1.06 
 Simon Cole              2,481,046           2.14%         250,000      2,731,046            1.68 
 Matthew Honey             200,000           0.17%         153,847        353,847            0.22 
 Paul McGowan              250,000           0.22%       1,538,462      1,788,462            1.10 
 Mark Foster                17,243           0.01%         153,847        171,090            0.11 
 Eric Cohen                      -               -         316,556        316,556            0.20 
 

* the interests of these Directors includes the interests of their immediate families and any persons connected with them (within

the meaning of section 252 of the Companies Act 2006).

**Assumes full take up of the Open Offer

Related Party Transactions

The participations in the Placing by the Directors set out in the above table are deemed related party transactions pursuant to the AIM Rules. The independent Directors, being Anne de Kerckhove and Pete Downton consider, having consulted with the Company's nominated adviser, finnCap, that the terms of the Directors' participation in the Capital Raising is fair and reasonable insofar as the Company's Shareholders are concerned.

General Meeting

The Capital Raising remains conditional upon Shareholder approval of the Resolutions at the General Meeting.

Set out in the Circular, being posted to Shareholders later today, is a notice convening the General Meeting to be held on 28 March 2017 at the offices of Osborne Clarke LLP, One London Wall, London, EC2Y 5EB at 11.00 a.m., at which the Resolutions will be proposed for the purposes of implementing the Share Capital Reorganisation and the Capital Raising.

The Circular will also contain further details of the Share Capital Reorganisation, the Open Offer and the Potential Acquisition.

Admission

Application will be made for up to 162,093,074 New Ordinary Shares and the New Shares (created pursuant to the Share Capital Reorganisation) to be admitted to trading on AIM. Subject to the Resolutions having been duly passed and the Placing Agreement not having been terminated in accordance with its terms, it is anticipated that admission of the New Ordinary Shares and the New Shares will occur at 8.00 a.m. on or around 29 March 2017. The New Ordinary Shares will be credited as fully paid and rank pari passu with the New Shares.

Capitalised terms used in this announcement shall have the same meaning as set out in the Impact Announcement.

Expected timetable of principle events

 
                                                            2017 
 Record Date for the Share Capital                5.30 p.m. on 8 
  Reorganisation and entitlement                           March 
  under the Open Offer 
 Announcement of the Share Capital                      10 March 
  Reorganisation and the Capital 
  Raising 
 Ex-entitlement date of the Open                        10 March 
  Offer 
 Publication of this document,                          10 March 
  Form of Proxy and, in respect 
  of Qualifying Non-CREST Shareholders, 
  the Application Form 
 Open Offer Entitlements and Excess       As soon as practicable 
  Open Offer Entitlements credited               after 8.00 a.m. 
  to stock accounts in CREST of                 on 13 March 2017 
  Qualifying CREST Shareholders 
 Latest recommended time and date             4.30 p.m. 21 March 
  for requested withdrawal of Basic                         2017 
  Open Offer Entitlements and Excess 
  CREST Open Offer Entitlements 
  from CREST 
 Latest time and date for depositing          3.00 p.m. 22 March 
  Open Offer Entitlements and Excess                        2017 
  CREST Open Offer Entitlements 
  in CREST 
 Latest time and date for splitting           3.00 p.m. 23 March 
  Application Forms (to satisfy                             2017 
  bona fide market claims only) 
 Latest time and date for receipt                  11.00 a.m. on 
  of Forms of Proxy and CREST voting               24 March 2017 
  instructions 
 Latest time and date for receipt                  11.00 a.m. on 
  of Application Forms and payment                 27 March 2017 
  in full under the Open Offer 
  and settlement of relevant CREST 
  instructions (as appropriate) 
 General Meeting                                   11.00 a.m. on 
                                                        28 March 
 Results of the General Meeting,                        28 March 
  Share Capital Reorganisation 
  and the Open Offer announced 
 Admission and dealings in the                   8.00 a.m. on 29 
  New Ordinary Shares expected                             March 
  to commence on AIM 
 Where applicable, expected date                        29 March 
  for CREST accounts to be credited 
  in respect of New Ordinary Shares 
  in uncertificated form 
 Where applicable, expected date                     by 14 April 
  for despatch of definitive share 
  certificates for New Ordinary 
  Shares in certificated form 
 
 Long Stop Date                                         12 April 
 

This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section of this Announcement.

S 

Enquiries:

 
                                                 020 7099 
 7digital Group                                   7777 
 Simon Cole, Chief Executive 
 Matt Honey, Chief Financial Officer 
  Holly Ashmore, PR Manager 
 
   finnCap (nominated adviser and                  020 7220 
   broker)                                         0500 
 Geoff Nash / Carl Holmes / Simon 
  Hicks - Corporate Finance 
 Mia Gardner - Corporate Broking 
  Weber Shandwick (financial PR 
   agency) 
   Nick Oborne - [e-mail] 
   Tom Jenkins - TJenkins@ webershandwick.com 
                                                   020 7067 
   About 7digital (http://about.7digital.com)      0000 
 

7digital is the global leader in end-to-end digital music solutions. The core of its business is the provision of robust and scalable technical infrastructure and extensive global music rights used to create music streaming and radio services for a diverse range of customers - including consumer brands, mobile carriers, broadcasters, automotive systems, record labels and retailers. 7digital also offers radio production and music curation services, editorial strategy and content management expertise.

7digital fosters industry growth and innovation by simplifying access to music for clients such as Onkyo, Fnac, Musical.ly, Global Radio and E.Leclerc. From years of being the largest independent producer of programming for the BBC, launching Radioplayer in multiple territories, and powering services for partners like HMV, Electric Jukebox and Panasonic, 7digital is perfectly positioned to lead innovation at the intersection of digital music and next-generation radio services.

The information communicated in this announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014.

IMPORTANT NOTICES

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(1)(e) OF DIRECTIVE 2003/71/EC AS AMED, INCLUDING BY THE 2010 PROSPECTUS DIRECTIVE AMING DIRECTIVE (DIRECTIVE 2010/73/EC) AND TO THE EXTENT IMPLEMENTED IN THE RELEVANT MEMBER STATE (THE "PROSPECTUS DIRECTIVE"); (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN 7DIGITAL GROUP PLC.

THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE OF THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.

THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

The distribution of this Announcement and/or the Placing and/or issue of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, finnCap or any of their respective affiliates, agents, directors, officers or employees that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and finnCap to inform themselves about and to observe any such restrictions.

This Announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States (including its territories and possessions, any state of the United States and the District of Columbia (the "United States" or the "US")), Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction in which the same would be unlawful. No public offering of the Placing Shares is being made in any such jurisdiction.

All offers of the Placing Shares will be made pursuant to an exemption under the Prospectus Directive from the requirement to produce a prospectus. In the United Kingdom, this Announcement is being directed solely at persons in circumstances in which section 21(1) of the Financial Services and Markets Act 2000 (as amended) does not apply.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States. The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan or the Republic of South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction outside the United Kingdom.

Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any action.

By participating in the Placing, each person who is invited to and who chooses to participate in the Placing (a "Placee") by making an oral and legally binding offer to acquire Placing Shares will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in the Appendix.

This Announcement may contain and the Company may make verbal statements containing "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company, including amongst other things, United Kingdom domestic and global economic business conditions, market-related risks such as fluctuations in interest rates and exchange rates, the policies and actions of governmental and regulatory authorities, the effect of competition, inflation, deflation, the timing effect and other uncertainties of future acquisitions or combinations within relevant industries, the effect of tax and other legislation and other regulations in the jurisdictions in which the Company and its respective affiliates operate, the effect of volatility in the equity, capital and credit markets on the Company's profitability and ability to access capital and credit, a decline in the Company's credit ratings; the effect of operational risks; and the loss of key personnel. As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. Except as required by applicable law or regulation, the Company expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

finnCap is authorised and regulated by the Financial Conduct Authority (the "FCA") in the United Kingdom and is acting exclusively for the Company and no one else in connection with the Placing, and finnCap will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by finnCap or by any of its affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.

No statement in this Announcement is intended to be a profit forecast or estimate, and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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(END) Dow Jones Newswires

March 10, 2017 07:01 ET (12:01 GMT)