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RNS Number : 5124P Blackbird PLC 03 July 2025
THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE
UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN, NEW
ZEALAND, SINGAPORE OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION,
RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
EU REGULATION 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED)) ("UK MAR"). IN ADDITION,
MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN OF
THE MATTERS CONTAINED WITHIN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN
PERSONS BECAME AWARE OF INSIDE INFORMATION (AS DEFINED UNDER UK MAR). UPON THE
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THOSE
PERSONS THAT RECEIVED INSIDE INFORMATION IN A MARKET SOUNDING ARE NO LONGER IN
POSSESSION OF SUCH INSIDE INFORMATION, WHICH IS NOW CONSIDERED TO BE IN THE
PUBLIC DOMAIN.
3 July 2025
Blackbird plc
(the "Company")
Placing and subscription to raise approximately £2.0 million (before
expenses)
and
Total Voting Rights
Blackbird plc (AIM:BIRD), the technology licensor, developer and seller of the
market-leading cloud video editing platform, Blackbird®, and developer of the
online collaborative video editing and content creation platform, elevate.io,
is pleased to announce a placing of 62,166,660 new ordinary shares of 0.8
pence each in the Company (the "Placing Shares") at a price of 3 pence per
share (the "Issue Price") to raise approximately £1.865 million before
expenses (the "Placing"). In addition, certain members of the Board/senior
management and new investors have agreed to subscribe for 4,499,997 new
ordinary shares of 0.8 pence each in the Company (the "Subscription Shares")
at the Issue Price to raise approximately £0.135 million before expenses (the
"Subscription").
Allenby Capital Limited ("Allenby Capital") is acting as sole broker in
connection with the Placing.
In addition to the Placing and the Subscription, the Company announces that
there will be a separate conditional retail offer of up to 6,666,666 new
ordinary shares of 0.8 pence each (the "Retail Offer Shares") via the
Bookbuild Platform to raise up to £0.2 million (before expenses) at the Issue
Price (the "Retail Offer", and together with the Placing and the Subscription,
the "Fundraising"). A separate announcement will be made shortly by the
Company regarding the Retail Offer and its terms.
Fundraising highlights
· The Placing and Subscription, which will raise approximately £2.0
million (before expenses), have been undertaken with existing and new
investors.
· Certain members of the Board and management (and associated family
members) and other investors have agreed to subscribe for an aggregate of
approximately £0.135 million via the Subscription, of which £80,000 will be
subscribed for by Ian McDonough, Executive Chair of the Company, and a member
of his family.
· The Placing will be conducted in two tranches as to: (i) 38,707,718
Placing Shares (the "Firm Placing Shares"), being referred to as the "Firm
Placing"; and (ii) 23,458,942 Placing Shares (the "Conditional Placing
Shares"), being referred to as the "Conditional Placing".
o The Firm Placing Shares will be allotted and issued utilising the
Company's existing authorities granted at the annual general meeting of the
Company held on 18 June 2025.
o The issue and allotment of the Conditional Placing Shares is conditional,
inter alia, upon the passing of a resolution to authorise such issue and
allotment and disapply pre-emption rights (the "Resolution") to be put to
shareholders of the Company at a general meeting of the Company to be convened
following the close of the Retail Offer (the "General Meeting").
· The estimated net proceeds of the Placing and the Subscription, which
will be approximately £1.85 million, will be used for: (i) further
development of the elevate.io; (ii) accelerate elevate.io's go to market plan;
and (iii) general working capital.
Blackbird plc Executive Chair, Ian McDonough, said:
"I am pleased to announce that elevate.io (http://elevate.io/) has shown
strong early growth metrics since the launch of the Creator Plan in February
2025. The fundraise announced today will support elevate.io
(http://elevate.io/) through its Product Market Fit phase, ahead of scaling
up. Our vision for elevate.io (http://elevate.io/) is ambitious,
transformative and on track. We have the right technology and the right team
in place to succeed."
Background to and reasons for the Fundraising
The Company has undertaken the Fundraising to seek to accelerate the Product
Market fit phase of its elevate.io product, having shown strong demand since
marketing begun. elevate.io is the Company's browser-based end-to-end content
creation tool for the Creator Economy and Corporate teams. Powered by the
Blackbird technology, elevate.io aims to address key video creation pain
points facing Creators and corporate teams today by featuring simplified and
accessible editing tools; streamlining collaboration with other users via one
workspace; and an extensible plug-in architecture.
One of the key target markets elevate.io addresses is the Creator Economy
which as of April 2023 was valued at approximately $250 billion and forecast
to double in size by 2027(( 1 )). elevate.io is positioning itself in the
Monetised Creators segment of the Creator Economy market and, together with
the Corporate teams market, has an initial serviceable addressable market
estimated at $6.9 billion(( 2 )) in 2022.
The vision for elevate.io is to be the 'Figma for video editing'. In other
words, to be the product which revolutionises both the market for traditional
high quality but cumbersome video tools and also the market for existing
online and mobile video tools which offer convenience. elevate.io intends to
achieve this by offering real-time collaboration, third party AI integrations
and seamless digital asset management, as well as a simple intuitive user
interface.
Since the launch of the Company's first payment plan, "Creator", on the 11
February 2025, elevate.io has shown strong early metrics. This is evidenced by
a number of key data points:
· Paid user growth - the Company has accelerated the pace of adding new
paid users every month since the launch of the payment plan. The Company had
325 paid users at 31 May 2025, adding 162 during the month - an increase of
51% over paid users added in April 2025. This growth was achieved on a
modest marketing budget.
· Reduction in customer acquisition cost ("CAC") - CAC has decreased by
approximately 55% from £255 per paid user in February 2025 to £115 per paid
user in May 2025.
· Conversion to paid users - conversion of free users to paid users has
increased from 1.4% in February 2025 to 1.9% in May 2025.
· First time website visit sign ups - in May 2025, 54% of first visits
to the elevate.io website resulted in user sign-ups, a 23% increase in user
sign ups versus February 2025.
· Improved efficiency in free user acquisition - new free users sign
ups in May 2025 were approximately 8,700, which was 64% higher than free user
sign ups in March 2025, whilst marketing spend has remained broadly the same.
Consequently, cost per free user sign up has fallen 65% from £3.26 in March
2025 to £2.14 in May 2025.
· Product updates are driving usage - as additional features have been
added to elevate.io there has been a corresponding increase in how far users
go through the video editing cycle. In May 2025, compared to February 2025,
there has been:
o a 26% increase in users uploading media;
o a 35% increase in users adding clips to the editing timeline; and
o a 31% increase in users exporting their edited video, the last stage of
the editing cycle and showing that users are getting full value from
elevate.io. As of May 2025, over one in four users now export their edited
video which the Board believes demonstrates the positive uptake of the
product.
Following the positive trends in key data points, the Company believes it is
on track to achieve Product Market fit for elevate.io. The funds raised
through the Fundraising will assist the Company with concluding this stage of
the SaaS development cycle after which the Company intends to accelerate
adoption. The gross proceeds of the Fundraising of £2.2 million (assuming
full take up of the Retail Offer) will be used for: i) further product
development of elevate.io; ii) accelerate elevate.io's go to market plan; and
iii) general working capital.
Looking ahead, whilst the Company has already been utilising search ads and
organic and social community marketing, the Board believes there are
additional marketing growth channels to be unlocked for elevate.io which
include partnerships, socials ads, influencer marketing, media and events and
referrals.
Details of the Fundraising
The Placing
The Placing comprises the issue of 62,166,660 Placing Shares at the Issue
Price to conditionally raise approximately £1.865 million before expenses for
the Company.
The Placing is being conducted in two tranches, as follows:
· a Firm Placing of 38,707,718 Firm Placing Shares to be issued
pursuant to the Company's existing authorities to issue and allot equity
securities on a non-pre-emptive basis; and
· a Conditional Placing of 23,458,942 Conditional Placing Shares to be
issued conditional upon, amongst other things, the passing of the Resolution
at the General Meeting.
The Placing Shares will represent approximately 13.50 per cent. of the
enlarged share capital of the Company (as enlarged by the Placing Shares, the
Subscription Shares and the Retail Offer Shares, assuming the Retail Offer is
subscribed in full) and will rank pari passu with the existing ordinary shares
of 0.8 pence each in the Company (the "Ordinary Shares").
The Company and Allenby Capital Limited ("Allenby Capital") have entered into
a placing agreement (the "Placing Agreement"). Pursuant to the terms of the
Placing Agreement, Allenby Capital, as agent for the Company, has
conditionally agreed to use its reasonable endeavours to procure subscribers
for the Placing Shares. Allenby Capital has conditionally placed the Placing
Shares with certain institutional and other investors at the Issue Price.
The Placing Agreement contains certain warranties and indemnities from the
Company in favour of Allenby Capital. The Placing is not being underwritten by
Allenby Capital nor any other person.
The Firm Placing is conditional upon, amongst other things, the Placing
Agreement not having been terminated in accordance with its terms and First
Admission (as defined below) becoming effective.
The Conditional Placing is conditional upon, amongst other things, the
Resolution being duly passed at the General Meeting, the Placing Agreement not
having been terminated in accordance with its terms and Second Admission (as
defined below) becoming effective on or before 8.00 a.m. on 28 July 2025 (or
such later time and/or date as the Company and Allenby Capital may agree, but
in any event by no later than 8.00 a.m. on 11 August 2025).
The Placing Shares were not, and are not being, offered to the public and are
not being offered or sold in any jurisdiction where it would be unlawful to do
so.
The Firm Placing is not conditional on the Conditional Placing, the
Subscription, the Retail Offer, or the passing of the Resolution at the
General Meeting.
The Subscription
The Subscription comprises the issue of an aggregate of 4,499,997 Subscription
Shares at the Issue Price to conditionally raise proceeds of approximately
£0.135 million before expenses for the Company.
Ian McDonough, Executive Chair, Stephen White, Chief Operating and Financial
Officer and certain other investors (including the family of management) have
entered into subscription agreements with the Company to conditionally
subscribe for 4,499,997 Subscription Shares at the Issue Price.
The Subscription is conditional upon, inter alia, i) the passing of the
Resolution; and ii) Second Admission (as defined below) occurring on or before
8.00 a.m. on 28 July 2025 (or such later date as Allenby Capital and the
Company may agree being not later than 8.00 a.m. on 11 August 2025).
Accordingly, if such conditions are not satisfied or, if applicable, waived,
the Subscription will not complete. The Subscription Shares will rank pari
passu with the Existing Ordinary Shares.
Retail Offer
The Company announces that there will be a separate conditional retail offer
of up to 6,666,666 Retail Offer Shares via the Bookbuild Platform to raise up
to £0.2 million (before expenses) at the Issue Price. This is to provide
existing UK retail shareholders in the Company an opportunity to participate
in the fundraise. Those investors who subscribe for new Ordinary Shares
pursuant to the Retail Offer will do so pursuant to the terms and conditions
of the Retail Offer contained in that announcement and the Retail Offer Shares
will form part of the second tranche of the Fundraising. The Retail Offer is
not subject to any minimum fundraising and will be open only to existing
shareholders of the Company within the United Kingdom. The Retail Offer will
be conditional on completion of the Placing and Subscription.
Issue Price
The Issue Price represents a discount of approximately 29.4% against the
closing mid-market price of 4.25p per share on 2 July 2025, being the last
practicable date prior to the announcement of the Fundraising.
Director/management participation and shareholdings
The participation of the Directors and management in the Fundraising and their
interests at Second Admission (where applicable) are as follows:
Current beneficial shareholdings Number of Placing Shares or Subscription Shares subscribed for Number of Ordinary Shares held following Second Admission % of enlarged share capital*
Ian McDonough, Executive Chair (including family interests) 29,485,229 2,666,666 32,151,895 7.0%
Stephen White (Chief Operating and Financial Officer) 1,094,828 500,000 1,594,828 0.3%
Stephen Streater (R&D Director) 62,785,000 - 62,785,000 13.6%
Total 93,365,057 3,166,666 96,531,723 21.0%
*the current issued share capital of 387,077,188 Ordinary Shares as enlarged
by the 62,166,660 Placing Shares, the 4,499,997 Subscription Shares and
6,666,666 Retail Offer Shares (assuming the Retail Offer is taken up in full).
The FCA notification, made in accordance with the requirements of the UK
Market Abuse Regulation, is appended further below.
Admission to trading and total voting rights
Application has been made to the London Stock Exchange for the Firm Placing
Shares to be admitted to trading on AIM ("First Admission"). It is expected
that First Admission will become effective and that dealings in the Firm
Placing Shares on AIM will commence at 8:00 a.m. on or around 8 July 2025.
Application will be made to the London Stock Exchange for the Conditional
Placing Shares and the Subscription Shares to be admitted to trading on AIM
("Second Admission"). Subject to, inter alia, the passing of the Resolution at
the General Meeting, it is anticipated that Second Admission will become
effective and that dealings in the Conditional Placing Shares and the
Subscription Shares will commence on AIM at 8.00 a.m. on or around 28 July
2025.
General Meeting
The General Meeting is proposed to be held at 10.00 a.m. on 24 July 2025. A
circular which will provide further details of the Fundraising and include a
notice convening the General Meeting, will be sent to shareholders following
the close of the Retail Offer. A further announcement will be made to confirm
this in due course.
Total voting rights
On First Admission, the Company's issued ordinary share capital will consist
of 425,784,906 Ordinary Shares, with one vote per share. The Company does not
hold any Ordinary Shares in treasury. Therefore, on First Admission, the total
number of Ordinary Shares and voting rights in the Company will be
425,784,906. With effect from First Admission, this figure may be used by
shareholders in the Company 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.
A further announcement will be made in relation to the total voting rights in
the Company's share capital following Second Admission.
Enquiries:
Blackbird plc Tel: +44 (0)20 8879 7245
Ian McDonough, Executive Chair
Stephen White, Chief Operating and Financial Officer
Allenby Capital Limited (Nominated Adviser and Broker) Tel: +44 (0)20 3328 5656
Nick Naylor / Piers Shimwell (Corporate Finance)
Amrit Nahal / Guy McDougall (Sales and Corporate Broking)
About Blackbird plc
Blackbird plc operates in the fast-growing SaaS, Media and Entertainment and
content creation markets. Blackbird plc's patented technology allows for
frame accurate navigation, playback, viewing and editing in the cloud and it
has two products.
BlackbirdⓇ a market leading suite of cloud-native computing applications, is
used by rights holders, broadcasters, sports and news video specialists, live
events and content owners, post production houses, other mass market digital
video channels and corporations.
elevate.io is the company's new online collaborative content creation platform
currently in general release. elevate.io (http://elevate.io/) is built using
Blackbird's core technology and is aimed at professional teams and the fast
growing Creator Economy.
Blackbird plc also licences its core video technology, under its 'Powered by
Blackbird' licensing model, enabling video companies to accelerate their path
to true cloud business models.
www.blackbird.video (http://www.blackbird.video/)
www.linkedin.com/company/blackbird-cloud
(http://www.linkedin.com/company/blackbird-cloud)
www.twitter.com/blackbirdcloud (http://www.twitter.com/blackbirdcloud)
www.facebook.com/blackbirdplc (http://www.facebook.com/blackbirdplc)
www.youtube.com/c/blackbirdcloud (http://www.youtube.com/c/blackbirdcloud)
www.elevate.io
IMPORTANT NOTICES
Notice to Distributors
Solely for the purposes of the temporary product intervention rules made under
sections S137D and 138M of the FSMA and the FCA Product Intervention and
Product Governance Sourcebook (together, the "Product Governance
Requirements"), and disclaiming all and any liability, whether arising in
tort, contract or otherwise, which any "manufacturer" (for the purposes of the
Product Governance Requirements) may otherwise have with respect thereto, the
Placing Shares have been subject to a product approval process, which has
determined that the Placing Shares are: (i) compatible with an end target
market of retail investors and investors who meet the criteria of professional
clients and eligible counterparties, as defined under the FCA Conduct of
Business Sourcebook COBS 3 Client categorisation, and are eligible for
distribution through all distribution channels as are permitted by the FCA
Product Intervention and Product Governance Sourcebook (the "Target Market
Assessment").
Notwithstanding the Target Market Assessment, distributors should note that:
the price of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing offers no guaranteed income and no
capital protection; and an investment in the Placing is compatible only with
investors who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses that may
result therefrom. The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling restrictions in
relation to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, Allenby Capital will only procure investors who meet
the criteria of professional clients and eligible counterparties. For the
avoidance of doubt, the Target Market Assessment does not constitute: (a) an
assessment of suitability or appropriateness for the purposes of the FCA
Conduct of Business Sourcebook COBS 9A and 10A respectively; or (b) a
recommendation to any investor or group of investors to invest in, or
purchase, or take any other action whatsoever with respect to the Placing
Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
Forward Looking Statements
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", "plans", "anticipates", "targets", "aims",
"continues", "expects", "intends", "hopes", "may", "will", "would", "could" or
"should" or, in each case, their negative or other variations or comparable
terminology. These forward-looking statements include matters that are not
facts. They appear in a number of places throughout this announcement and
include statements regarding the Directors' beliefs or current expectations.
By their nature, forward-looking statements involve risk and uncertainty
because they relate to future events and circumstances. Investors should not
place undue reliance on forward-looking statements, which speak only as of the
date of this announcement.
Notice to overseas persons
This announcement does not constitute, or form part of, a prospectus relating
to the Company, nor does it constitute or contain any invitation or offer to
any person, or any public offer, to subscribe for, purchase or otherwise
acquire any shares in the Company or advise persons to do so in any
jurisdiction, nor shall it, or any part of it form the basis of or be relied
on in connection with any contract or as an inducement to enter into any
contract or commitment with the Company.
This announcement is not for release, publication or distribution, in whole or
in part, directly or indirectly, in or into Australia, Canada, Japan or the
Republic of South Africa or any jurisdiction into which the publication or
distribution would be unlawful. This announcement is for information purposes
only and does not constitute an offer to sell or issue or the solicitation of
an offer to buy or acquire shares in the capital of the Company in
Australia, Canada, Japan, New Zealand, the Republic of South Africa or any
jurisdiction in which such offer or solicitation would be unlawful or require
preparation of any prospectus or other offer documentation or would be
unlawful prior to registration, exemption from registration or qualification
under the securities laws of any such jurisdiction. Persons into whose
possession this announcement comes are required by the Company to inform
themselves about, and to observe, such restrictions.
This announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America. This announcement is
not an offer of securities for sale into the United States. The securities
referred to herein have not been and will not be registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold in the
United States, except pursuant to an applicable exemption from registration.
No public offering of securities is being made in the United States.
General
Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) or any previous announcement made by the Company is
incorporated into, or forms part of, this announcement.
Allenby Capital, which is authorised and regulated by the FCA in the United
Kingdom, is acting as Nominated Adviser and Broker to the Company in
connection with the Placing. Allenby Capital will not be responsible to any
person other than the Company for providing the protections afforded to
clients of Allenby Capital or for providing advice to any other person in
connection with the Placing. Allenby Capital has not authorised the contents
of, or any part of, this announcement, and no liability whatsoever is accepted
by Allenby Capital for the accuracy of any information or opinions contained
in this announcement or for the omission of any material information, save
that nothing shall limit the liability of Allenby Capital for its own fraud.
Notification and public disclosure of transactions by persons discharging
managerial responsibilities and persons closely associated with them.
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name 1) Ian McDonough
2) Steve White
3) Syarifah Aidid
2 Reason for the notification
a) Position/status 1) Executive Chair
2) Chief Operating and Financial Officer
3) Person closely associated with Ian McDonough
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Blackbird plc
b) LEI 2138006DWRVTIAVW3415
4 Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument Ordinary Shares of 0.8p each
Identification code
GB0004740477
b) Nature of the transaction subscription for Ordinary Shares
c) Price(s) and volume(s) Price(s) Volume(s)
1) 3p 2,000,000
2) 3p 500,000
3) 3p 666,666
d) Aggregated information
- Aggregated volume n/a
- Price
e) Date of the transaction 3 July 2025 to be completed on 28 July 2025
f) Place of the transaction Outside of a trading venue
2
Reason for the notification
a)
Position/status
1) Executive Chair
2) Chief Operating and Financial Officer
3) Person closely associated with Ian McDonough
b)
Initial notification /Amendment
Initial notification
3
Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a)
Name
Blackbird plc
b)
LEI
2138006DWRVTIAVW3415
4
Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a)
Description of the financial instrument, type of instrument
Identification code
Ordinary Shares of 0.8p each
GB0004740477
b)
Nature of the transaction
subscription for Ordinary Shares
c)
Price(s) and volume(s)
Price(s) Volume(s)
1) 3p 2,000,000
2) 3p 500,000
3) 3p 666,666
d)
Aggregated information
- Aggregated volume
- Price
n/a
e)
Date of the transaction
3 July 2025 to be completed on 28 July 2025
f)
Place of the transaction
Outside of a trading venue
1
https://www.goldmansachs.com/insights/articles/the-creator-economy-could-approach-half-a-trillion-dollars-by-2027.html
2 Wainhouse Research report 2022
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