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ELEG Electric Guitar Plc

2.10
0.00 (0.00%)
26 Apr 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Electric Guitar Plc LSE:ELEG London Ordinary Share GB00BN11T727 ORD GBP0.005
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 2.10 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Advertising Agencies 0 -538k -0.0093 -2.26 1.22M

Electric Guitar PLC Availability of Annual Report 2022 & AGM notice (5206U)

23/11/2023 5:16pm

UK Regulatory


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TIDMELEG

RNS Number : 5206U

Electric Guitar PLC

23 November 2023

23 November 2023

Electric Guitar PLC

("Electric Guitar" or the "Company")

Notification of availability of Annual Report and Financial Statements 2022 and AGM notice

The Board of Electric Guitar PLC (LSE: ELEG), the Special Purpose Acquisition Company seeking acquisitions in the digital marketing and advertising industry as a provider of first-party data solutions, provides confirmation of the availability of annual reports and AGM notices that were not previously announced.

The annual report and financial statements for the year ended 31 March 2022 were published on 2 December 2022 and copies were sent to shareholders and are available on the Company's website at https://www.electricguitarplc.com/wp-content/uploads/2023/10/Annual-report-and-financial-statements-31-Mar-22.pdf. Key elements from the 2022 annual report have been extracted and set out in Appendix A below.

The Company announced the publication of the annual report and financial statements for the year ended 31 March 2023 on 1 August 2023 and copies were sent to shareholders and are available on the Company's website at

https://www.electricguitarplc.com/investor-documents/electric-guitar-plc-annual-report-and-financial-statements-for-the-period-ended-31-march-2023.pdf. Key elements from the 2023 annual report have been extracted and set out in Appendix B below.

This year's Annual General Meeting of the Company ("AGM") was held at One, Bartholomew Close, London, England, EC1A 7BL at 10.00 a.m. on Thursday, 7 September 2023 and copies of the Notice of AGM were posted to shareholders and are available on the Company's website at https://www.electricguitarplc.com/wp-content/uploads/2023/10/Electric-Guitar-plc-2023-AGM-FINAL86.pdf . All resolutions were passed at the AGM, as announced on 7 September 2023.

The 2023 AGM notice and the annual reports for 2022 and 2023 referred to above are also available on the National Storage Mechanism: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

For further information:

 
 
   Electric Guitar PLC 
   John Hutchinson 
   Chair                                       01189 570 444 
 
 Axis Capital Markets                          020 3026 0320 
  (Corporate Broker)                         rh@axcap247.com 
  Richard Hutchison 
 
   Yellow Jersey PR                  020 3004 9512 
   Sarah Hollins              electric@yellowjerseypr.com 
   Annabelle Wills 
   Bessie Elliot 
 

Appendix A

Extracts from the annual report and financial statements for the year ended 31 March 2022.

Chairman's Statement

I have pleasure in presenting the annual report and financial statements for the year ended 31 March 2022.

In January 2022, the company successfully listed its shares for trading on the London Stock Exchange Main Market, and at the same time secured a placing of additional ordinary shares for GBP1,200,000 (before expenses). This has enabled the company to research suitable targets for acquisition in line with its stated corporate strategy. As at the time of issuing this report, the company has not yet identified a suitable target for acquisition.

The Company was formed to undertake an acquisition of a controlling interest in a company or business (an "Acquisition") in the digital media and advertising sectors. Since its listing, the Company has pursued this aim. Any Acquisition is expected to constitute a reverse takeover transaction and consideration for the Acquisition may be in part or in whole in the form of sharebased consideration or funded from the Company's existing cash resources or the raising of additional funds.

The business environment has changed significantly since the Company's successful listing in January this year.

In early spring, there were already nascent signs of the now very evident global inflationary pressures. These increased enormously with Russia's attempted invasion of Ukraine in late February. A broad range of energy, industrial and agricultural commodities saw significant price increases. These have, in turn, fed into the consumer sector, making central banks' task of managing inflation more problematical and increasing fears of an extended period of higher interest rates.

In the Company's chosen sphere of interest, digital media and advertising, the structural changes identified in our Admission Document became evident. These structural changes have continued to be driven by the increasing importance of data privacy. As expected, this year has seen legislation start to be implemented with digital companies responding by implementing privacy technology.

Legislation

In February 2022 a landmark ruling against the IAB found that the majority of cookie based digital advertising practices are 'illegal'. The IAB has since responded with a series of appeals, however the implications of this judgement are expected to be far reaching.

Privacy Technology

Other large technology companies have implemented privacy technology that has impacted digital revenues. As well as this, the reduction in the use of cookies in the future (timetable for H2 of 2024) is likely to several impact data collection on over 80% of internet users.

Structural shift

Privacy is now an increasing disadvantage for the incumbents and newcomers are capitalising on this as advertisers seek new ways of reaching digital audiences.

Whilst advertising overall has been subject to macro-economic headwinds, digital media businesses with a focus on first party data and privacy continue to prosper. This is the shift which the strategy of the business is designed to capitalise on.

The challenge for the Directors is to find a suitable acquisition upon which to base the Company's future at a time when assets in the media sector are becoming increasingly hard to value correctly. However, given the opportunities from privacy driven disruption which are increasingly evident, the directors remain confident in their ability to achieve this.

As summer progressed, it became clear that 'transitory' inflation was, in fact, more embedded, than first thought. Central banks, including the Bank of England, started to increase interest rates from historically low levels. UK base rates have risen from 1/4 % in January of this year to 3% currently.

Meanwhile, the current and forecast increase in energy prices, combined with a wider rise in the cost of living has, and continues to dampen consumer activities and expectations. With consumer activity representing over 60% of UK nominal GDP, this anticipated slowdown has led businesses to review their own expectations.

STATEMENT OF COMPREHENSIVE INCOME

FOR THE PERIODED 31 MARCH 2022

 
                                                                  Period 
                                                                   ended 
                                                                31 March 
                                                                    2022 
                                                                     GBP 
Administrative expenses                                        (245,387) 
 
Operating (loss)/profit                                        (245,387) 
Income tax expense                                                     - 
(Loss)/profit and total comprehensive income 
 for the period                                                (245,387) 
 

STATEMENT OF FINANCIAL POSITION

AS AT 31 MARCH 2022

 
                                       2022 
                                        GBP 
Current assets 
 Trade and other receivables         31,787 
Cash and cash equivalents           996,331 
 
                                  1,028,118 
Current liabilities 
 Trade and other payables            35,562 
 
Net current assets                  992,556 
 
Net assets                          992,556 
 Equity 
  Called up share capital           289,314 
Share premium account               948,629 
Retained earnings                 (245,387) 
 
Total equity                        992,556 
 

STATEMENT OF CHANGES IN EQUITY

FOR THE PERIODED 31 MARCH 2022

 
                                       Share capital        Share       Retained         Total 
                                                          premium        earnings 
                                                          account 
                                                 GBP          GBP          GBP             GBP 
Balance at 24 March 2021 
 Period ended 31 March 2022:                       -         -                  -            - 
 Loss and total comprehensive 
 income for the period                             -          -         (245,387)    (245,387) 
Transactions with owners in their 
 capacity as owners: 
 Issue of share capital                      210,485    1,027,458               -    1,237,943 
Bonus issue                                   78,829     (78,829)               -            - 
 
Balance at 31 March 2022                     289,314      948,629       (245,387)      992,556 
 

STATEMENT OF CASH FLOWS

FOR THE PERIODED 31 MARCH 2022

 
                                                          2022 
                                                           GBP          GBP 
Cash flows from operating activities 
 Cash absorbed by operations                                      (241,559) 
 
Net cash outflow from operating activities                        (241,559) 
Investing activities 
 Receipts arising from loans made                    (53) 
Net cash used in investing activities                                  (53) 
Financing activities 
 Proceeds from issue of shares                   1,346,152 
Share issue costs                               (108,209) 
Net cash generated from/(used in) financing 
 activities                                                     1,237,943 
 
Net increase in cash and cash equivalents                          996,331 
Cash and cash equivalents at beginning                                    - 
 of year 
Cash and cash equivalents at end of 
 year                                                              996,331 
 

Appendix B

Extracts from the annual report and financial statements for the year ended 31 March 2023.

Chairman's Statement

I have pleasure in presenting the annual report and financial statements for the year ended 31 March 2023.

In January 2022, the company successfully listed its shares for trading on the London Stock Exchange Main Market, and at the same time secured a placing of additional ordinary shares for GBP1,200,000 (before expenses). This has enabled the company to research suitable targets for acquisition in line with its stated corporate strategy.

Proposed 3radical RTO

I am pleased to announce that on 6 July 2023 the Company entered into a non-binding heads of terms to acquire (through a reverse takeover subject to regulatory and shareholder approval and due diligence) all the outstanding shares in 3radical Limited ("3radical") in an all-share transaction ("Transaction").

The Transaction is in line with the Company's strategy set out at the time of its IPO last year. On completion of the Transaction, the Company's intention is to cancel its listing on the Standard List and seek admission of its ordinary share capital, as enlarged following completion of the Transaction, to trading on the AIM Market of the London Stock Exchange ("Admission").

The heads of terms place an initial valuation on 3radical of GBP3 million, subject to adjustments.

Macro-economic climate

The business environment has changed significantly since the Company's successful listing in January 2022. Global inflationary pressures, which first became apparent in spring 2022, have continued and whilst pressures on energy and food have abated, central banks' task of managing inflation remains challenging and it is likely that higher interest rates will continue for the time being. With bond yields rising as a result, equity investors can be expected to focus more on growth stocks.

Generative AI

The use and capabilities of generative AI, such as ChatGPT, are rapidly expanding. The ability to automate content creation, generate and implement media plans autonomously, and replace traditionally people-oriented services like campaign account management, is already hastening the shift to data-driven, personalised marketing. Brands will have to deliver much more varied content driven by exponentially more data points, and they will have to make sense of it in ways never seen before. Technology like 3radical's is therefore becoming increasingly important to marketers.

The shift towards privacy first marketing.

In the Company's chosen sphere of interest, digital media and advertising, the structural changes identified last year have become evident. These structural changes have continued to be driven by the increasing importance of data privacy.

1. Audiences are shifting their interest from platforms based around sharing and socialising such as Facebook, towards platforms designed for broadcasting like Instagram and TikTok. As a result, user-generated content has an increasing impact on advertising Return on Investment ("ROI").

2. Companies traditionally interacting indirectly with consumers are now increasingly bypassing retail and media partners to engage and conduct transactions directly with customers.

3. Chief Marketing Officers ("CMOs") are increasingly focussed on preserving and improving consumer relationships by using consented data-driven insights to enhance customers' experience and optimise their marketing journeys from exploration to sales.

Legislation

As expected, in the last year privacy legislation has continued to evolve in line with the growing privacy-centric environment.

February 2022 saw a landmark European ruling against the Internet Advertising Bureau ("IAB") (the industry body for digital advertising), which declared that the majority of cookie-based digital advertising practices are 'illegal'. The IAB has since responded with a series of appeals, but the implications of this judgement are expected to be far reaching. Discussion around this judgement is ongoing. However, privacy legislation has continued to evolve towards a new privacy-centric data environment in the last year. Highlights are:

-- In January 2023, the American Data Privacy and Protection Act (ADPPA) was proposed in the US Senate and is still under review. If enacted, it could homogenize data protection regulations throughout the US, thereby simplifying the present system of varying State laws.

-- March 2023 marked the introduction of the UK Data Protection and Digital Information Bill (No. 2) to the House of Commons as a replacement for the European GDPR legislation. If passed in its current form, the new Bill will allow UK businesses to obtain consent in a more flexible way, including through implied consent.

-- By June 2023, the EU parliament reached an agreement on the Data Act which, amongst other initiatives, creates a privacy-centric framework to allow businesses to share data. This will potentially increase opportunities for innovative privacy businesses in the marketing space.

Privacy Technology

Google's depreciation of cookies is now scheduled for the end of 2024, and privacy measures continue to be a high priority for providers of advertising networks and devices. As a result, these providers are gaining greater control of consumer data and therefore of pricing, and so related advertising costs are rising just as marketers are increasingly seeking efficiencies to offset adverse macro-economic conditions.

Structural shift

As the advertising market adjusts to the privacy-centric environment, business leaders, particularly CEOs and CMOs, are evolving their marketing to reflect a 'people first' focus on valued customers, rather than relying on commoditised data to continually attract new audiences.

Digital advertising spend is increasing, but the challenging macroeconomic environment, coupled with the dynamic landscape of consumer behaviour, the evolving regulatory environment, and the transformative power of new technologies, means that innovation and adaptation are critical to success. The marketing environment is becoming more complicated for large incumbent service providers, favouring nimbler, technology-oriented businesses.

The Company's strategy therefore continues to be to capitalise on this structural disruption in the marketing industry. This approach is coupled with relatively high interest rates leaving many growth-oriented technology companies with less access to the capital they need, resulting in more realistic valuations by their founders and seed investors, and creating more opportunities for the Company to acquire complementary technology businesses at attractive valuations.

STATEMENT OF COMPREHENSIVE INCOME

FOR THE PERIODED 31 MARCH 2023

 
                                                                 31 March                                 24 March 
                                                                     2023                               2021 to 31 
                                                                      GBP                               March 2022 
                                                                                                               GBP 
Administration expenses                                         (544,420)                                (245,387) 
                                     ------------------------------------  --------------------------------------- 
Operating loss                                                  (544,420)                                (245,387) 
Finance income                                                      6,730                                        - 
                                     ------------------------------------  --------------------------------------- 
Loss before income tax                                          (537,690)                                (245,387) 
Income tax 
 Loss and other comprehensive                                  -                                        - 
 income                                                         (537,690)                                (245,387) 
Earnings per share 
Basic (pence)                                                      (0.93)                                   (1.18) 
Diluted (pence)                                                    (0.93)                                   (1.18) 
 
 
STATEMENT OF FINANCIAL POSITION 
for the year ended 31 March 2023 
                                                2023              2022 
                                                 GBP                GBP 
  ASSETS 
  CURRENT ASSETS 
  Trade and other receivables                 29,533                31,787 
  Cash and cash equivalents                  491,635               996,331 
                                             521,168           1,028,118 
  TOTAL ASSETS                               521,168                 1,028,118 
                                    ---------------- 
   EQUITY 
  SHAREHOLDERS' EQUITY 
  Share capital                           289,314                      289,314 
  Share premium                           948,629                      948,629 
  Accumulated losses                   (783,077)               (245,387) 
                                    ----------------      -------------------- 
  TOTAL EQUITY                               454,866                   992,556 
  LIABILITIES 
  CURRENT LIABILITIES 
  Trade and other payables                    66,302                    35,562 
                                    ----------------      -------------------- 
  TOTAL LIABILITIES                           66,302                    35,562 
                                    ================      ==================== 
  TOTAL EQUITY AND LIABILITIES               521,168                 1,028,118 
 
 
STATEMENT OF CHANGES IN EQUITY 
for the year ended 31 March 
 2023 
                                              Share             Share premium      Retained        Total 
                                               capital                              earnings 
  At 24 March 2021                                 GBP                    GBP            GBP         GBP 
                                                     -                      -              -           - 
  Comprehensive income for the year 
   Loss for the year                                 -                      -      (245,387)   (245,387) 
                                       ---------------  ---------------------  -------------  ---------- 
  Total comprehensive income for the 
   year                                              -                      -      (245,387)   (245,387) 
  Contributions by and distributions 
   to owners 
   Shares issued during the year               210,485              1,027,458              -   1,237,943 
  Issue of bonus shares                         78,829               (78,829)              -           - 
                                       ---------------  ---------------------  -------------  ---------- 
  Total transactions with owners               289,314                948,629              -   1,237,943 
                                       ---------------  ---------------------  -------------  ---------- 
  At 1 April 2022                              289,314                948,629      (245,387)     992,556 
  Comprehensive income for the year 
   Loss for the year                                 -                      -      (537,690)   (537,690) 
                                       ---------------  ---------------------  -------------  ---------- 
  Total comprehensive income for the 
   year                                              -                      -      (537,690)   (537,690) 
                                       ---------------  ---------------------  -------------  ---------- 
  At 31 March 2023                             289,314                948,629      (783,077)     454,866 
                                       ===============  =====================  =============  ========== 
 
 
STATEMENT OF CASH FLOWS 
for the year ended 31 March 2023 
                                                                                                          24 March 
                                                             31 March                                   2021 to 31 
                                                                    2023                                March 2022 
                                                                               GBP                             GBP 
  Cash flow from operating activities 
  Loss for the year/period                                   (537,690)                                   (245,387) 
  Adjustments for: 
  Finance income                                                 (6,730)                                         - 
  Decrease/(increase) in trade and other receivables               2,254                                  (31,734) 
  Increase in trade and other payables                              30,740                                  35,562 
  Net cash used in operating activities                   (511,426)                                      (241,559) 
  Cash flow from investing activities 
  Finance income                                                   6,730                                     - 
   Other payments                                                   -                                         (53) 
  Net cash from / (used in) investing activities                      6,730                                   (53) 
  Cash flow from financing activities 
  Proceeds from issue of shares                                                  -                       1,346,152 
  Share issue costs                                                              -                       (108,209) 
  Net cash from investing activities                                             -                       1,237,943 
  Net (decrease)/increase in cash and cash equivalents       (504,696)                                     996,331 
  Cash and cash equivalents at the beginning 
   of the 
  year/period                                                  996,331                                           - 
                                                         -------------------------  ------------------------------ 
  Cash and cash equivalents at the end of the 
   year/period                                                   491,635                                   996,331 
 

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END

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November 23, 2023 12:16 ET (17:16 GMT)

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