REG - Audioboom Group PLC - Result of Significantly Oversubscribed Placing

AudioboomAnnouncement

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RNS Number : 3810R  Audioboom Group PLC  16 July 2025

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN (TOGETHER, THIS
"ANNOUNCEMENT") 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.  PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS
ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
EU REGULATION 596/2014 (AS AMENDED) (WHICH FORMS PART OF DOMESTIC UK LAW
PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED)).  UPON THE
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS
INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

16 July 2025

 

Audioboom Group plc

("Audioboom" or the "Company")

Result of Significantly Oversubscribed Placing and Total Voting Rights

 

Audioboom (AIM: BOOM), the leading global podcast company, is pleased to
announce that further to the announcement made on 16 July 2025 (the "Launch
Announcement"), the Accelerated Bookbuild has now closed, and the Company has
raised gross proceeds of approximately £3.0 million (before expenses),
through the successful Placing of 1,111,112 Placing Shares to new and
existing investors, which will be used to part-finance the Acquisition of
Adelicious.

The Issue Price of 270 pence per share, represents a discount of approximately
3.9 per cent. to the closing mid-market price of 281 pence on 15 July 2025,
being the last business day prior to the announcement of the Placing.

The Placing has been carried out pursuant to the Company's existing
shareholder authorities granted at the Company's 2024 Annual General Meeting.

Admission and Total Voting Rights

Application will be made for the 1,111,112 Placing Shares and the 405,405
Initial Consideration Shares to be admitted to trading on AIM ("Admission").
It is expected that Admission will occur at 8.00 a.m. on or around 22 July
2025.

Following Admission, the issued ordinary share capital of the Company will
comprise 17,956,158 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
17,956,158. 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.

 

Unless otherwise defined herein or the context requires, capitalised terms
used in this announcement have the meanings given to them in the Launch
Announcement released earlier today under RNS number 3604R.

 

For further information please contact:

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 Sole 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 100
million times each month by 38 million unique listeners around the world.
Audioboom is ranked as the fifth largest podcast publisher in the US by Triton
Digital.

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.

 

Important notices

This Announcement includes statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "forecasts", "plans", "prepares", "anticipates",
"projects", "expects", "intends", "may", "will", "seeks", "should" or, in each
case, their negative or other variations or comparable terminology, or by
discussions of strategy, plans, objectives, goals, future events or
intentions. These forward-looking statements include all matters that are not
historical facts. They appear in a number of places throughout this
Announcement and include statements regarding the Company's and the Directors'
intentions, beliefs or current expectations concerning, amongst other things,
the Company's prospects, growth and strategy. By their nature, forward-looking
statements involve risks and uncertainties because they relate to events and
depend on circumstances that may or may not occur in the future.
Forward-looking statements are not guarantees of future performance. The
Company's actual performance, achievements and financial condition may differ
materially from those expressed or implied by the forward-looking statements
in this Announcement. In addition, even if the Company's results of
operations, performance, achievements and financial condition are consistent
with the forward-looking statements in this Announcement, those results or
developments may not be indicative of results or developments in subsequent
periods. Any forward-looking statements that the Company makes in this
Announcement speak only as of the date of such statement and (other than in
accordance with their legal or regulatory obligations) neither the Company,
nor Cavendish nor any of their respective associates, directors, officers or
advisers shall be obliged to update such statements. Comparisons of results
for current and any prior periods are not intended to express any future
trends or indications of future performance, unless expressed as such, and
should only be viewed as historical data.

Cavendish, which is authorised and regulated in the United Kingdom by the FCA,
is acting as broker and bookrunner exclusively for the Company and no one else
in connection with the contents of this document and the Fundraising and
Acquisition and will not regard any other person (whether or not a recipient
of this document) as its client in relation to the Fundraising and Acquisition
or the contents of this Announcement nor will it be responsible to anyone
other than the Company for providing the protections afforded to its clients
or for providing advice in relation to the contents of this document. Apart
from the responsibilities and liabilities, if any, which may be imposed on
Cavendish by the Financial Services and Markets Act 2000 (as amended) (the
"FSMA") or the regulatory regime established thereunder, Cavendish accepts no
responsibility whatsoever, and makes no representation or warranty, express or
implied, for the contents of this Announcement including its accuracy,
completeness or verification or for any other statement made or purported to
be made by it, or on behalf of it, the Company or any other person, in
connection with the Company and the contents of this document, whether as to
the past or the future. Cavendish accordingly disclaims all and any liability
whatsoever, whether arising in tort, contract or otherwise (save as referred
to above), which it might otherwise have in respect of the contents of this
document or any such statement.

The New Ordinary Shares have not been and will not be registered under the
Securities Act or with any securities regulatory authority of any state or
other jurisdiction of the United States and may not be offered, sold, pledged,
taken up, exercised, resold, renounced, transferred or delivered, directly or
indirectly, in or into the United States absent registration under the
Securities Act, 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 New Ordinary Shares have not been
approved, disapproved or recommended by the U.S. Securities and Exchange
Commission, any state securities commission in the United States or any other
U.S. regulatory authority, nor have any of the foregoing authorities passed
upon or endorsed the merits of the offering of the New Ordinary Shares.
Subject to certain exceptions, the securities referred to herein may not be
offered or sold in the United States, Australia, Canada, Japan, the Republic
of South Africa or to, or for the account or benefit of, any national,
resident or citizen of the United States, Australia, Canada, Japan, the
Republic of South Africa.

No public offering of securities is being made 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 New Ordinary Shares; and the New Ordinary Shares have not
been, and nor will they be, registered under or offered in compliance with the
securities laws of any state, province or territory of Canada, Australia,
Japan or the Republic of South Africa. Accordingly, the New Ordinary 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
Canada, Australia, Japan or the Republic of South Africa or any other
jurisdiction outside the United Kingdom or to, or for the account or benefit
of any national, resident or citizen of Australia, Japan or the Republic of
South Africa or to any investor located or resident in Canada.

No public offering of the New Ordinary Shares is being made in the United
States, United Kingdom or elsewhere. All offers of the New Ordinary Shares
will be made pursuant to an exemption under the UK version of Regulation (EU)
no 2017/1129 of the European Parliament and of the Council of 14 June 2017,
which is part of UK law by virtue of the European Union (Withdrawal) Act 2018,
as amended from time to time, and includes any relevant implementing measure
in any member state (the "UK Prospectus Regulation") from the requirement to
produce a prospectus. This Announcement is being distributed to persons in the
United Kingdom only in circumstances in which section 21(1) of the FSMA, as
amended does not apply.

No prospectus will be made available in connection with the matters contained
in this Announcement and no such prospectus is required (in accordance with
the UK Prospectus Regulation) to be published. This Announcement and the terms
and conditions set out herein are for information purposes only and are
directed only at persons who are: (a) persons in member states ("Member
States") of the European Economic Area ("EEA") who are qualified investors as
defined in article 2(e) of Prospectus Regulation (EU) 2017/1129; and (b) in
the United Kingdom, qualified investors as defined in article 2(e) of the UK
Prospectus Regulation who are persons who (i) have professional experience in
matters relating to investments falling within the definition of "investment
professionals" in article 19(5) of the Financial Services and Markets Act 2000
("Financial Promotion") Order 2005, as amended (the "Order"); (ii) are persons
falling within article 49(2)(a) to (d) ("high net worth companies,
unincorporated associations, etc") of the Order; or (iii) are persons to whom
it may otherwise be lawfully communicated; (all such persons together being
referred to as "Relevant Persons").

This Announcement and the terms and conditions set out herein 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 and the
terms and conditions set out herein relates is available only to relevant
persons and will be engaged in only with Relevant Persons.

The information in this Announcement, which includes certain information drawn
from public sources, does not purport to be comprehensive and has not been
independently verified. This announcement contains statements that are, or may
be deemed forward-looking statements, which relate, inter alia, to the
Company's proposed strategy, plans and objectives. Such forward looking
statements involve known and unknown risks, uncertainties and other important
factors beyond the control of the Company (including but not limited to future
market conditions, legislative and regulatory changes, the actions of
governmental regulators and changes in the political, social or economic
framework in which the Company operates) that could cause the actual
performance or achievements of the Company to be materially different from
such forward-looking statements.

The content of this Announcement has not been approved by an authorised person
within the meaning of the FSMA. Reliance on this announcement for the purpose
of engaging in any investment activity may expose an individual to a
significant risk of losing all of the property or other assets invested.
Recipients of this Announcement should exercise caution in relation to the
Placing if they are in any doubt as to the contents of this Announcement and
seek independent professional advice.  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.

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 Cavendish or by any of their respective directors, employees, 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
therefore is expressly disclaimed.

The contents of this Announcement are not to be construed as legal, business,
financial or tax advice. Each shareholder or prospective investor should
consult with his or her or its own legal adviser, business adviser, financial
adviser or tax adviser for legal, financial, business or tax advice.

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 New Ordinary Shares to be issued pursuant to the Fundraising and
Acquisition will not be admitted to trading on any stock exchange other than
the AIM market operated by London Stock Exchange plc ("AIM")

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.

 

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