REG - Audioboom Group PLC - Trading Update and Conclusion of Strategic Review

AudioboomAnnouncement

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RNS Number : 2649H  Audioboom Group PLC  08 June 2026

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 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.

 

8 JUNE 2026

 

Audioboom Group PLC

 

LEI Number: 213800QO681575J97813

 

Trading Update and Conclusion of Strategic Review

 

Conclusion of the Strategic Review

 

On 3 October 2025, Audioboom Group PLC ("Audioboom or the "Company") announced
that it had appointed J Goodwin & Co and Rockefeller Capital as Joint
Financial Advisers (the "Advisers") to carry out a strategic review (the
"Strategic Review") which would involve the consideration of, amongst other
options, a sale of the Company.  As a consequence, the Company has been in an
offer period (as defined in the City Code on Takeovers and Mergers (the
"Takeover Code")) since 3 October 2025.

 

The objective of the Strategic Review was to maximise shareholder value and
accelerate the Company's growth, capitalising on its position as one of the UK
and US's leading podcast publishers.

 

Since February 2026, three interested parties who had been conducting due
diligence have submitted non-binding indicative proposals to make a cash offer
for the Company.  Following the Company's announcement of record trading
results for the quarter ended 31 March 2026 on 16 April 2026, the Board now
consider that the level of indicative offers received from these parties
undervalue the Company and its prospects, given the accelerating performance
of the Company during the current financial year.

 

The Board has made this assessment notwithstanding the fact that all of the
indicative offers were all at a premium to the closing price of 540 pence per
share on 2 October 2025 (being the last day of trading immediately prior to
the Company entering into an Offer Period).

 

Accordingly the Company has, as at the date of this announcement, now
terminated discussions with all of the interested parties.

 

As the Strategic Review has now concluded, the Company is no longer in an
Offer Period as defined by the Takeover Code and the disclosure requirements
pursuant to Rule 8 of the Takeover Code are no longer applicable from the time
of this announcement.  The Company is not currently in receipt of any
approaches or in discussions with any party in relation to a sale of the
Company.

 

Trading Update - Outlook for the Half Year to 30 June 2026

 

On 16 April 2026, the Company announced its Q1 Trading Update for the three
month period to 31 March 2026.

The Board is pleased to report that the strong start to 2026 shown in the Q1
Trading Update has continued into Q2 and that Audioboom expects to announce
record results for the six month period to 30 June, with revenue increasing to
a minimum of US$45.0 million (H1 2025: US$35.1m) and adjusted EBITDA profit
increasing to a minimum of US$3.0 million (H1 2025: US$1.8m).

The Company will provide a more comprehensive update on trading when it
announces its results for the six months to 30 June 2026, which it expects to
do on or around 16 July 2026.

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

Enquiries:

 

 Audioboom Group PLC                                                via Montfort, below
 Stuart Last, Chief Executive Officer

 Brad Clarke, Chief Financial Officer

 J Goodwin & Co (Financial Advisers to Audioboom)                   Tel: +44(0)20 3976 6215
 Rupert Hill / Luke Brice / Oscar Koenig

 Rockefeller Capital Management (Financial Advisers to Audioboom)   Tel:  +1 212-549-5341
 William B. Drewry / Francisco A. Mato

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

 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 170
million times each month by more than 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 www.audioboom.com (http://www.audioboom.com) .

 

Forward-looking statements

 

Certain statements contained in this announcement constitute "forward-looking
statements" with respect to the financial condition, performance, strategic
initiatives, objectives and business of the Company. All statements other than
statements of historical facts included in this announcement are, or may be
deemed to be, forward-looking statements. Such forward-looking statements
involve known and unknown risks, uncertainties and other important factors
that could cause the actual results, performance or achievements of the
Company to be materially different from future results, performance or
achievements expressed or implied by such forward-looking statements. Due to
such uncertainties and risks, you are cautioned not to place undue reliance on
such forward-looking statements, which speak only as of the date hereof (and
are not guarantees of future performance). The Company and its advisors
expressly disclaim any obligation or undertaking to update or revise publicly
any forward-looking statements, whether as a result of new information, future
events or otherwise, unless required to do so by applicable law or regulation
(including  the UK Listing Rules, MAR, the Disclosure Guidance and
Transparency Rules, the rules of the relevant stock exchange or the FCA).

 

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 Strategic Review 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 Strategic Review or any other matter referred to in this
announcement.

 

This announcement was prepared for information purposes only and does not
constitute an offer to sell or a solicitation of an offer to buy interests in
any Rockefeller Capital Management investment vehicle or product. Before
acting on any information, interested parties should inform themselves of and
observe all applicable laws and regulations of any relevant jurisdictions.
Rockefeller Capital Management and its affiliates do not accept any
responsibility and cannot be held liable for any person's use of or reliance
on the information contained herein. Any party responsible for forwarding this
material to others takes responsibility for ensuring compliance with
applicable securities laws.

 

Rockefeller Capital Management is the marketing name of Rockefeller Capital
Management L.P. and its affiliates. Rockefeller Financial LLC (RFLLC) is a
broker-dealer and investment adviser dually registered with the U.S.
Securities and Exchange Commission (SEC); Member Financial Industry Regulatory
Authority (FINRA), Securities Investor Protection Corporation (SIPC). These
registrations and memberships in no way imply that the SEC has endorsed the
entities, products or services discussed herein. Additional information is
available upon request

 

RFLLC does not actively market its products or services to clients or
potential clients in the United Kingdom (UK) or European Union (EU).

 

 

 

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