REG - Audioboom Group PLC - Update on Strategic Review

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:20260416:nRSP6474Aa&default-theme=true

RNS Number : 6474A  Audioboom Group PLC  16 April 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 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.

 

16 APRIL 2026

 

Audioboom Group PLC

 

LEI Number: 213800QO681575J97813

 

Update on Strategic Review

 

Background to 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 Code) since 3 October 2025.

 

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

 

The Board and its Advisers have been exploring a broad range of possible
outcomes for the Company as part of the Strategic Review, including sourcing
new investment to fund acquisitions, undertaking a substantial acquisition or
reverse takeover, undertaking a sale of either the Company's US or UK
businesses or undertaking a sale of the entire issued and to be issued share
capital of the Company by way of an offer under the Code.

 

Update on Engagement with Interested Parties

 

Since the Strategic Review was announced the Company and the Advisers engaged
with several interested parties including global media organisations, US and
European peer companies and media-focused private equity investment
institutions.

 

Interested parties have entered into non-disclosure and standstill agreements
with the Company and received a presentation on the Company's business and
prospects from the Audioboom management team.  Parties interested in making
proposals to the Board have subsequently been invited to conduct commercial
and financial due diligence on the Company via a data room.

 

As at the date of this announcement, the Company is in discussions with a
small number of parties who are considering making a cash offer for the
Company's entire issued and to be issued share capital under the Code.

 

The indicative pricing of preliminary proposals received to date are at a
premium to the closing price on 2 October 2025, being the last day of trading
immediately prior to the Company entering into an Offer Period.

 

The Company and the Advisers will provide further updates in respect of these
discussions and the Strategic Review as appropriate.  The Company aims to
announce the conclusion of the Strategic Review during the current quarter,
ending 30 June 2026.

 

There can, however, be no certainty that any offer will be made for the
Company, nor as to the terms on which any offer might be made nor that the
final terms of any offer will be sufficiently attractive to merit the
recommendation of the Board.

 

Shareholders are urged to take no action at this time.

 

The Takeover Panel Executive has granted a dispensation from the requirement
of Rule 2.4(b) of the Code such that Audioboom is not required to identify any
potential offeror with which the Company is in talks, or from which an
approach has been received, unless that potential offeror has been
specifically identified in any rumour or speculation.

This announcement has been made without the agreement or approval of the
parties with whom the Company is currently in discussions. This announcement
is not, and should not be construed as being, an announcement of a firm
intention by any party to make an offer for shares in Audioboom under Rule 2.7
of the Code.

 

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 / 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 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 (http://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 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).

 

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.audioboomplc.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.

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  UPDBLGDSCXBDGLU



            Copyright 2019 Regulatory News Service, all rights reserved