Audioboom Group PLC Further re. Placing and Subscription (0124A)

TIDMBOOM

RNS Number : 0124A

Audioboom Group PLC

21 March 2017

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

Further to the announcement made earlier today, Audioboom Group plc (AIM:BOOM), the leading spoken word audio on-demand platform, is pleased to announce that Roger Maddock, Non-Executive Director of the Company, and Candy Ventures SARL (an investment vehicle controlled by Nick Candy) have conditionally subscribed for 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). The participation of Mr Maddock and Candy Ventures SARL is on the same terms as those described in the Company's announcement made earlier today (the "Prior Announcement") and the Circular that will today be posted to shareholders, which is available on the Company's website, www.audioboomplc.com (the "Circular").

The definitions that apply throughout this announcement as set out in the Circular.

Following confirmation of the participation in the Subscription by Mr Maddock and Candy Ventures SARL, the gross proceeds of the Fundraise will be GBP4 million. The proceeds of the Fundraise will be applied towards the proposals outlined in the Prior Announcement.

The following table set out Roger Maddock's and Nick Candy's interest in Ordinary Shares as at today and 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   105,369,302         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.

Completion of the Subscription is conditional on First Admission. The Subscription Shares will, on First Admission, have the same rights in all respects with Existing Ordinary Shares, including the right to receive all dividends and other distributions declared.

Application will be made to the London Stock Exchange for the Subscription Shares, Placing Shares and Loan Note Conversion Shares to be admitted to trading on AIM and it is expected that First Admission will be effective and trading will commence on 23 March 2017 (or such other date, not being later than 21 April 2017). It is expected that Second Admission will be effective and trading will commence on 7 April 2017 (or such other date, not being later than 8 May 2017), subject to approval being received at the EGM of the Company.

Enquiries:

 
 Audioboom Group plc             [phone] 
 Rob Proctor, Chief Executive 
  Officer 
 David McDonagh, Chief 
  Financial Officer 
 
 Allenby Capital Limited 
  (NOMAD/broker)                 [phone] 
 David Hart/James Thomas/Asha 
  Chotai 
 
 Walbrook PR Ltd (PR & 
  IR Advisors)                   [phone] 
 Paul Cornelius/ Sam Allen       or [e-mail] 
 

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 and the Circular to be posted to Shareholders today, which will be available shortly on the Company's website www.audioboomplc.com

This information is provided by RNS

The company news service from the London Stock Exchange

END

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March 21, 2017 05:00 ET (09:00 GMT)