REG - ATC Music Group PLC - Acquisition of Push Media Ventures and Cirkay

ATC MusicAnnouncement

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RNS Number : 9442V  ATC Music Group PLC  10 March 2026

This announcement contains information that, prior to its disclosure, was
inside information as stipulated under Regulation 11 of the Market Abuse
(Amendment) (EU Exit) Regulations 2019/310 (as amended).

 

 

10 March 2026

ATC Music Group Plc

("ATC", the "Company" or the "Group")

 

Acquisition of Push Media Ventures Limited and Cirkay Limited

and associated issue of equity

 

Expansion of technology and data capabilities across the music value chain

 

The Board of ATC Music Group Plc (AIM: ATC), the independent music company
housing talent management, live booking, live events and talent services, is
pleased to announce that ATC has agreed to acquire the entire issued share
capital of Push Media Ventures Limited ("Push") and Cirkay Limited ("Cirkay")
(together, the "Acquisition").

 

The acquisition of Push and Cirkay will strengthen the Group's technology and
data capabilities, supporting its strategy of building a data-led, fully
integrated artist services business.

 

Highlights

 

 ·             Push is a UK-based technology services business providing digital marketing,
               data analytics, fan engagement and ecommerce solutions to the music industry

 ·             Cirkay is a technology platform designed to create lasting connections between
               artists and fans. Its first product, Cirkay Fan Pass, is a digital key that
               unlocks exclusive perks and engagement across multiple platforms, enabling
               seamless interaction between artists and their communities

 ·             Following the Acquisition, ATC will own 100% of both Push and Cirkay which
               will accelerate ATC's strategy of expanding its technology and data
               capabilities across the music value chain

 ·             Both technology and service offerings will be fully integrated into ATC's
               platform and become part of its Services division

 ·             Simon Scott, Co-Founder and CEO of Push and Cirkay, will join ATC as non-board
               Chief Technology and Product Officer

 ·             The total consideration for the Acquisition is c.£1,050,000 (the "Total
               Consideration"), of which c.£300,000 will be satisfied in cash and
               c.£750,000 will be satisfied by the issue of new ordinary shares of £0.01
               each in the Company ("Consideration Shares")

Adam Driscoll, CEO of ATC, commented:

 

"Push and Cirkay bring proven technology capabilities that strengthen our
ability to support artists in building deeper relationships with their
audiences. We have previously used these technologies and services with a
number of our artist clients and have seen substantially improved fan
engagement and improved economic outcomes as a result. The Acquisition now
enables us to embed these platforms across our operations, accelerating our
strategy of building a fully integrated, data-led artist services company at
scale.

 

We are delighted to welcome both businesses into the Group and are excited
about the opportunities ahead as we continue to develop our capabilities in
line with our strategic ambitions. The shareholders of Push and Cirkay have
shown their confidence in the Group's strategy and our collective future
growth by taking 70% of the purchase consideration in ATC shares."

 

Details on Push and Cirkay and the terms of the Acquisition are set out below.

 

Details of Push and Cirkay

 

Push Media Ventures Limited

Push is the holding company of Push Entertainment Limited, a technology
services business incorporated in England and Wales. Push Entertainment
Limited partners with the global music industry - including a leading global
music company - to deliver artist platforms, data services, and fan engagement
solutions across a wide range of use cases.

 

The unaudited management accounts of Push Entertainment Limited for the year
ended 30 June 2025 show revenues of c.£2.7m, earnings before interest and tax
of c. £0.18m and closing net assets of c.£3k. As the holding company of Push
Entertainment Limited, Push's unaudited management accounts for the year ended
30 June 2025 show zero revenue, profit of £82k and closing net assets of
c.£1k.

 

Push owns 42% of the issued share capital of Cirkay.

 

Cirkay Limited

Cirkay is a technology platform business incorporated in England and Wales on
15 February 2024. Cirkay's technology platform is designed to create lasting
connections between artists and fans. Its first product, Cirkay Fan Pass, is a
digital key that unlocks exclusive perks and engagement across multiple
platforms, enabling seamless interaction between artists and their
communities.

 

The unaudited financial statements of Cirkay for the period from 15 February
2024 to 28 February 2025 reported revenues of nil, a loss before tax of
£0.16m and closing net assets of c.£50k.

 

Background and rationale

 

The Group believes that fan data is increasingly becoming a critical asset in
the global music industry, with the primary opportunity being in strengthening
and monetising the direct relationship between artists and their fans. As the
industry evolves towards a more direct-to-fan model, control of data and
digital infrastructure is expected to play an increasingly central role.

 

Push and Cirkay provide complementary technology and services capabilities to
the Company's current offering and which aligns with ATC's over-arching data
and technology strategy. The Board believes that ownership of these businesses
will enable the Company to further integrate their technology and data within
ATC's existing operations, strengthen its direct-to-fan infrastructure and
support the continued development of a data-led artist eco-system. Further,
Push's client relationships and proprietary platform will enhance ATC's
ability to deepen artist-to-fan engagement and expand its service offering
across the music value chain.

 

Push and Cirkay will initially operate as standalone businesses within the
Group's Services division.

 

Simon Scott, CEO of Push, will join the Group's management team in the role of
non-board Chief Technology and Product Officer.

 

Principal terms of the Acquisition

 

The total consideration for the Acquisition is c.£1,050,000, of which
c.£300,000 will be satisfied in cash from the Group's existing cash resources
and c.£750,000 will be satisfied by way of the issue of Consideration Shares
as detailed below.

 

Of the Consideration Shares, 391,275 new ordinary shares will be issued on
Admission (as defined below) (the "Initial Consideration Shares") at an agreed
price of 145 pence per new ordinary share (being the closing mid-market price
on 9 March 2026) (the "Issue Price"), representing c. £567,348. The balance
of the Consideration Shares (representing c.£182,651) will be issued on the
satisfaction of certain performance hurdles at the prevailing share price, as
set out below. The 391,275 Initial Consideration Shares will represent
approximately 1.64% of the Company's as enlarged issued share capital.

 

Consideration for Push

ATC has agreed to acquire the entire issued share capital of Push for a total
consideration of c. £700,000. The consideration for Push comprises
c.£500,000 for the Push trading business and c.£200,000 for Push's 42%
shareholding in Cirkay (on a basis that is consistent with the valuation
applied to the directly acquired shares in Cirkay).  The consideration for
Push will be satisfied as:

 

 (a)  c. £140,000 in cash, payable immediately;

 (b)  c. £425,000 by way of issue and allotment of 293,713 Initial Consideration
      Shares (the "Push Consideration Shares") at the Issue Price; and

 (c)  subject to the hurdles within Cirkay (below) being met, an additional cash
      payment of c.£30,000 and £100,000 in Consideration Shares*.

Consideration for Cirkay

ATC has agreed to acquire the issued share capital of Cirkay not already owned
by Push for a total consideration of c. £345,000, to be satisfied in cash and
Consideration Shares as follows:

 

 a)  £215,000 for all Cirkay shares held by Shahzad Sulaman and Linda Caunce
     (third party investors in Cirkay) (c.30%) paid as to £107,500 in cash
     immediately and £107,500 by the issue of 74,137 Initial Consideration Shares
     at the Issue Price; and

 b)  c.£130,000 for the balance of Cirkay shares not held by Push, Shahzad Sulaman
     or Linda Caunce (c.28%) (being seven private individuals and employees of
     Cirkay), to be satisfied as to 25% in cash and 75% in Consideration Shares* as
     follows:

     i)                                        34% payable immediately (being c.£10k in cash and 23,425 in Initial
                                               Consideration Shares);

     ii)                                       33% payable on satisfaction of certain operational performance hurdles by June
                                               2026; and

     iii)                                      33% payable on satisfaction of further operational performance hurdles by
                                               December 2026.

                                               *Consideration Shares subject to the performance hurdles in ii) and iii) above
                                               will be issued at the prevailing mid-market share price.

 

ATC will hold 100% of Cirkay through its 100% ownership of Push and through
its direct purchase of Cirkay shares from the other shareholders.

 

Lock-up and orderly market arrangements

The Push Consideration Shares will be subject to a lock-up period of 12
months, during which time the Push sellers will not dispose of any such shares
without the prior written consent of the Company and its Nominated Adviser and
Broker (save in certain customary circumstances) save in relation to one
seller who is subject to 90 day lock in period.

 

The Initial Consideration Shares issued to Shahzad Sulaman or Linda Caunce
will be subject to a lock-up period of 6 months (save in certain customary
circumstances), followed by a further 6-month orderly market period during
which disposals may only be effected through the Company's broker in an
orderly manner.

 

Loan finance

The Company will advance a loan of £170,000 to Cirkay to enable Cirkay to
repay a £50,000 loan which is repayable to Stephen James Caunce and Shahzad
Ul Hussan Sulaman and to provide working capital requirements of Cirkay. This
loan does not form part of the consideration paid for the Acquisition.

 

Anti-Embarrassment

In the event that the Company disposes of Cirkay within 36 months of the
Acquisition and for a consideration representing more than 200% of the
aggregate consideration attributable to Cirkay (being c. £550,000), 30% of
the excess consideration will be payable to the vendors of shares in Cirkay in
proportion to their shareholding immediately prior to completion of the
Acquisition.

 

Issue and admission to trading of Consideration Shares

 

As part of the terms of the Acquisition, 391,275 Initial Consideration Shares
will be issued on Admission (as defined below), representing approximately
1.64% of the Company's as enlarged issued share capital. Should the
performance hurdles be met, the Company expects to issue further Consideration
Shares to certain vendors at the prevailing mid-market share price. The
Company will provide further updates on this in due course.

 

The Consideration Shares will, when issued, rank pari passu in all respects
with the existing ordinary shares in the capital of the Company, including the
right to receive all dividends and other distributions declared, made or paid
after the date of their issue.

 

Application has been made to London Stock Exchange plc for the admission of
the 391,275 Initial Consideration Shares to trading on AIM ("Admission"). It
is currently expected that Admission will occur at 8.00 a.m. on or around 13
March 2026.

 

Total Voting Rights

 

Immediately following Admission, the Company will have 23,812,742 ordinary
shares of £0.01 each in issue, each with one voting right. There are no
shares held in treasury. Therefore, the Company's total number of ordinary
shares in issue and voting rights will be 23,812,742 and this figure may be
used by shareholders from Admission as the denominator for the calculations by
which they will determine if they are required to notify their interest in, or
a change to their interest in, the Company under the FCA's Disclosure Guidance
and Transparency Rules.

 

Contacts:

 

 ATC Music Group Plc                                                   Via Alma PR

 Adam Driscoll, CEO

 Deborah Lovegrove, CFO

 Allenby Capital Limited - Nominated Adviser and Broker                +44 (0)20 3328 5656

 Jeremy Porter / Piers Shimwell / Ashur Joseph - Corporate Finance

 Matt Butlin / Jos Pinnington - Equity Sales & Corporate Broking

 Alma Strategic Communications - Financial PR                          +44 (0)20 3405 0205

 Hilary Buchanan / Justine James / Will Merison

 

ATC Music Group is an independent music business company operating
internationally with strong business focus in the key commercial areas of
music artist's business. The Group encompasses direct artist representation in
the form of management and live representation, merchandising, music
promotion, livestreaming and a range of other music services. The Group is
headquartered in London, with offices in the key industry hubs of Los
Angeles and New York, and also in Europe.

 

The Group's key businesses are structured into segments that reflect the
growing range of the Group's activities:

 

·    Representation - artist management and live representation (ATC
Management - Europe and USA, Raw Power Management, ROAM, Real Life Management)

·      Services - merchandising and e-commerce, promotion, placement
and technology solutions (Sandbag, Circa, Driift)

·      Events - venue ownership, production and promotion of live events
(ATC Experience, Joy Entertainment Group)

 

For more information see: www.atcgroupplc.com (http://www.atcgroupplc.com/)

 

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