REG - Audioboom Group PLC - Confirmation of Adelicious Acquisition Earn Out

AudioboomAnnouncement

Today 07:00

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20260610:nRSJ6479Ha&default-theme=true

RNS Number : 6479H  Audioboom Group PLC  10 June 2026

 

Audioboom Group plc

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

 

Confirmation of Adelicious Acquisition Earn Out

 

Audioboom (AIM: BOOM), the leading global podcast company, announces that it
has now confirmed the quantum of the deferred consideration and the contingent
consideration payable in connection with its acquisition of Adelicious Ltd
("Adelicious"), which completed on 22 July 2025 (the "Acquisition").

Deferred Consideration

As set out in the original announcement of the Acquisition dated 16 July 2025,
the deferred consideration of up to £3.0 million was conditional on
Adelicious achieving certain revenue targets for the calendar year ended 31
December 2025, payable on a sliding scale pro-rata basis should Adelicious
achieve total revenue between £4.4 million and £8.0 million, excluding
revenue from a specific podcast which was the subject of potential
 contingent consideration, further details of which are set out below.

The Company confirms that Adelicious achieved total revenue on the above basis
of £5.5 million for the calendar year ended 31 December 2025, resulting in a
deferred consideration of £0.9 million (the "Confirmed Deferred
Consideration"). This represents 30% of the maximum deferred consideration
payable.

The Confirmed Deferred Consideration of £0.9 million will be settled as
follows:

-     60% (£0.54 million) in cash, to be paid in June 2026 (subject to the
withholding of a proportion in escrow as noted below);

-       40% (£0.36 million) in new ordinary shares of no-par value in
the Company ("Ordinary Shares").

The new Ordinary Shares issued in satisfaction of the Confirmed Deferred
Consideration will be issued at a price of £4.44 per share, being the 90-day
VWAP of Audioboom prior to the date the letter of intent was signed on 15 May
2025, and these will be subject to the same 1-year lock-in from completion of
the Acquisition and further 1-year orderly market agreement as applies to the
Ordinary Shares which were issued as part of the initial consideration.  This
will result in the issue of 81,279 new Ordinary Shares.

Contingent Consideration

As set out in the original announcement, a contingent consideration of up to
£2.5 million ("Contingent Consideration") was conditional on the annual
revenue share generated by a specific Adelicious podcast equalling or
exceeding the £2.0 million per year minimum guarantee ("MG") agreed between
Adelicious and the podcast (the "MG Podcast").

The Company confirms that the MG Podcast contract has not been terminated and
remains in force following completion of the acquisition. The MG Podcast has
been profitable post-acquisition, however, the £2.0 million per year MG
threshold was not exceeded during the first 12-month period of the contract
term and,  accordingly, no Contingent Consideration is payable to the sellers
of Adelicious.

As previously disclosed, up to £875,000 of the total consideration is to be
held in escrow to cover any potential MG True Up in respect of the two-year MG
Podcast contract. £275,000 has been withheld from the Confirmed Deferred
Consideration payment and added to the escrow account. £437,500 (50% of the
total held in escrow) has now been released from the escrow account to
Audioboom in relation to year 1 performance of the MG Podcast contract, and
£437,500 shall remain in escrow pending the completion of year 2 of the MG
Podcast contract, and the performance review thereof.

Issue of new Ordinary Shares

Application has been made to AIM for the admission of the 81,279 new Ordinary
Shares to be issued as part of the Confirmed Deferred Consideration
("Admission"). It is expected that Admission will occur at 8.00 a.m. on 11
June 2026.

Following Admission, the issued ordinary share capital of the Company will
comprise 18,114,267 Ordinary Shares with one voting right per share. The
Company does not hold any Ordinary Shares in treasury. Therefore, the total
number of Ordinary Shares and voting rights in the Company is
18,114,267. This figure may be used by shareholders 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 share capital of the
Company under the FCA's Disclosure Guidance and Transparency Rules.

Total Consideration Summary

 Consideration Component   Maximum         Pre-escrow account retention  Post-escrow account retention
 Initial Consideration     £4.5 million    £4.50 million                 £4.06 million ((1))
 Deferred Consideration    £3.0 million    £0.90 million                 £0.46 million ((2))
 Contingent Consideration  £2.5 million    £nil                          £nil
 Total                     £10.0 million   £5.40 million                 £4.53 million ((3))

 

1)     £437.5k relating to year 1 of the MG Podcast contract, and
previously held in escrow, has now been paid to Audioboom Group.

2)     £437.5k remains in escrow relating to year 2 of the MG Podcast
contract. Should the MG Podcast contract achieve £2 million revenue share or
more in year 2 of the contract, £437.5k will be returned to Adelicious
shareholders.

3)     Should £437.5k be returned to the Adelicious shareholders, the
total consideration paid will increase to £4.97 million.

 

Stuart Last, CEO of Audioboom, commented:

"The acquisition of Adelicious has been a success and demonstrates how our
platform is primed for growth through further disciplined acquisition.
Significant revenue upside and cost synergies were realised through the
integration, our position within the UK podcast market was accelerated by five
years, and the business has made a meaningful contribution to the Group since
completion. Importantly, the acquisition consideration model was structured
from the outset to ensure that the total consideration paid remained at less
than 1x revenue, thereby limiting our risk - that model worked exactly as
intended. It is a strong template for how we will approach future potential
M&A opportunities within the podcast market."

 

Enquiries:

 Audioboom Group plc
 Stuart Last, Chief Executive Officer                                       Tel: +44(0)20 3714 4285

 Brad Clarke, Chief Financial Officer

 Cavendish Capital Markets Ltd (Nominated Adviser and Broker)
 Jonny Franklin-Adams / Fergus Sullivan / Elysia Bough (Corporate Finance)  Tel: +44(0)20 7220 0500

 Harriet Ward (ECM)

 

 

 

About Audioboom

 

Audioboom is a global leader in podcasting - our shows are downloaded and
viewed 170 million times each month by 50 million unique listeners around the
world. Audioboom is ranked as the fifth largest podcast publisher in the US by
Edison Research.

 

Audioboom's ad-tech and monetisation platform underpins a scalable content
business that provides commercial, distribution, marketing and production
services for a premium network of top tier podcasts. Key partners include the
official Formula 1 podcasts 'F1: Beyond the Grid' and 'F1 Nation', 'True Crime
Obsessed' (US), 'The Tim Dillon Show' (US), 'No Such Thing As A Fish' (UK) and
'The Cycling Podcast' (UK).

 

Audioboom operates internationally, with global partnerships across North
America, Europe, Asia and Australia. The platform distributes content via
Apple Podcasts, YouTube, Spotify, Pandora, Amazon Music, Google Podcasts,
iHeartRadio, Facebook and Twitter as well as a partner's own websites and
mobile apps.

 

For more information, visit audioboom.com (//audioboom.com) .

 

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 (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  MSCBLGDLDUGDGLC



            Copyright 2019 Regulatory News Service, all rights reserved