REG - Audioboom Group PLC - Statement re press speculation & Strategic Review

AudioboomAnnouncement

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RNS Number : 0749C  Audioboom Group PLC  03 October 2025

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN 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, THE
REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO
WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION.

 

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS
AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM
INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO
CERTAINTY THAT ANY FIRM OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY
FIRM OFFER MIGHT BE MADE.

 

This announcement contains inside information for the purposes of the UK
VERSION OF Article 7 of Regulation (EU) No 596/2014 ("MAR"). UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THE INSIDE INFORMATION IS NOW CONSIDERED TO
BE IN THE PUBLIC DOMAIN FOR THE PURPOSES OF MAR.

 

FOR IMMEDIATE RELEASE

 

3 October 2025

 

AUDIOBOOM GROUP PLC

("Audioboom" or the "Company")

LEI Number: 213800QO681575J97813

 

Statement regarding press speculation and Strategic Review

 

The Board of Audioboom (LSE: BOOM) notes the recent press speculation about
the Company and confirms that it has appointed J Goodwin & Co LLP to
manage a strategic review process (the "Strategic Review") which involves the
consideration of, amongst other strategic options, the potential sale of the
Company. The Board confirms that it has not received any proposal for the sale
of the Company and, in particular, has not received an approach within the
meaning of the City Code on Takeovers and Mergers (the "Code").

 

The Board further confirms that it is in discussions with certain strategic
partners and trade peers regarding potential commercial or strategic
partnerships as part of the Strategic Review.

 

 

 

Shareholders are urged to take no action at this time.

 

As noted above, as part of the Strategic Review the Board is considering a
variety of strategic options, including: entering into joint ventures or other
forms of commercial partnerships; making further acquisitions; selling or
demerging a part of the Company's group's business; returning capital to
shareholders; changing the Company's strategy and/or management arrangements;
selling the Company's subsidiaries; and/or selling the entire issued share
capital of the Company under a Code-governed transaction.

Further announcements will be made in respect of the Strategic Review as and
when appropriate.

The person responsible for arranging for the release of this announcement on
behalf of the Company is Brad Clarke.

As a consequence of this announcement, an "offer period" has now commenced in
respect of Audioboom in accordance with the Code and the attention of
shareholders is drawn to the disclosure requirements of Rule 8 of the Code,
which are summarized below.

Enquiries:

 

 Audioboom Group PLC                                                    Tel: +44(0)300 303 3765
 Stuart Last, Chief Executive Officer

 Brad Clarke, Chief Financial Officer

 J Goodwin & Co LLP (financial advisers to Audioboom)
 Jonathan Goodwin / Rupert Hill / Charlie Barnes Yallowley              Tel: +44(0)20 3763 9588

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

 Harriet Ward (ECM)

 Montfort (Financial PR Adviser to Audioboom)

 James Olley                                                            Tel: +44(0)7974 982302

 Jack Hickman                                                           Tel: +44(0)7736 201582

 

About Audioboom

 

Audioboom is a global leader in podcasting - our shows are downloaded 135
million times each month by more than 40 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 www.audioboom.com.

 

Further information

 

This announcement is not intended to, and does not, constitute or form part of
any offer, invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any securities, or the
solicitation of any vote or approval in any jurisdiction, pursuant to this
announcement or otherwise. Any offer, if made, will be made solely by certain
offer documentation which will contain the full terms and conditions of any
offer, including details of how it may be accepted.

 

The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom and the availability of any offer to
shareholders of the Company who are not resident in the United Kingdom may be
affected by the laws of relevant jurisdictions. Therefore, any person who is
subject to the laws of any jurisdiction other than the United Kingdom or any
shareholder of the Company who is not resident in the United Kingdom will need
to inform themselves about, and observe, any applicable requirements. Any
failure to comply with such requirements may constitute a violation of the
securities laws or regulations of the relevant jurisdictions.

 

J Goodwin & Co LLP, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively for
Audioboom and no-one else in connection with the Possible Offer and will not
be responsible to anyone other than Audioboom for providing the protections
afforded to clients of J Goodwin & Co LLP or for providing advice in
relation to the Possible Offer or any other matter referred to in this
announcement.

 

Disclosure requirements of the Code:

 

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of
any class of relevant securities of an offeree company or of any securities
exchange offeror (being any offeror other than an offeror in respect of which
it has been announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement of the
offer period and, if later, following the announcement in which any securities
exchange offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in, and rights
to subscribe for, any relevant securities of each of (i) the offeree company
and (ii) any securities exchange offeror(s). An Opening Position Disclosure by
a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m.
(London time) on the 10th business day following the commencement of the offer
period and, if appropriate, by no later than 3.30 p.m. (London time) on the
10th business day following the announcement in which any securities exchange
offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead make a
Dealing Disclosure.

 

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
securities exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the dealing
concerned and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s), save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure by a person
to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London
time) on the business day following the date of the relevant dealing.

 

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

 

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

 

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.

 

Rule 2.9 disclosure

 

In accordance with Rule 2.9 of the Code, as at the close of business on 2
October 2025, Audioboom's issued share capital consisted of 17,972,155
ordinary shares of no par value which carry voting rights of one vote per
share and are admitted to trading on the London Stock Exchange's main market
for listed securities under ISIN code JE00BJYJFG60. Audioboom holds no shares
in treasury.

 

Website publication

 

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
published, subject to certain restrictions relating to persons resident in
restricted jurisdictions, on Audioboom's website at www.audioboom.com promptly
and by no later than 12 noon (London time) on the business day following the
date of this announcement. The content of this website is not incorporated
into, and does not form part of, this announcement.

 

MAR

 

This announcement is released by the Company and the information contained
within this announcement is deemed by the Company to constitute inside
information for the purposes of Article 7 of the UK version of the EU Market
Abuse Regulation (Regulation (EU) No.596/2014) which forms part of UK law by
virtue of the European Union (Withdrawal) Act 2018, as amended. Upon the
publication of this announcement via a Regulatory Information Service, such
information is now considered to be in the public domain.

 

 

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