REG - Blackbird PLC - Placing to raise approximately £1.05 million

BlackbirdAnnouncement

29/02/2024 07:00

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240229:nRSc8560Ea&default-theme=true

RNS Number : 8560E  Blackbird PLC  29 February 2024

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND THE INFORMATION IN IT, 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RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR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) ("EUWA")) ("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.

 

29 February 2024

Blackbird plc

(the "Company")

 

Placing to raise approximately £1.05 million

 and

Total Voting Rights

 

Blackbird plc (AIM:BIRD), the technology licensor, developer and seller of the
market-leading cloud video editing platform, Blackbird®, is pleased to
announce a placing of 17,500,002 new ordinary shares of 0.8 pence each in the
Company (the "Placing Shares") at a price of 6.0 pence per share (the "Placing
Price") to raise approximately £1.05 million before expenses (the
"Placing").

 

Allenby Capital Limited ("Allenby Capital") is acting as sole broker in
connection with the Placing.

 

Blackbird plc CEO, Ian McDonough, said:

 

"As general access of elevate.io approaches we have had a number of engaged
High Net Worth individuals show interest in investing directly in our story.
Together with some existing shareholders we have raised additional funding to
assist in the early months of elevate.io's growth."

 

Transaction highlights

 

·    The Placing Shares have been placed with existing and new investors.

·    The Placing Shares will represent approximately 4.53 per cent. of the
issued share capital of the Company, as enlarged by the issue of the Placing
Shares.

·  Certain members of the Board and management (and associated family
members) are intending to subscribe for an aggregate of approximately
£70,000, of which £50,000 will be subscribed for by Ian McDonough, Chief
Executive Officer of the Company, and members of his family.

·   The estimated net proceeds of the Placing, which will be approximately
£1.0 million, will be used to bolster the Company's investment in and grow
its elevate.io product. Prior to the Placing, the Company currently has
approximately £5.9 million in cash and short-term investments.

 

Background to and reasons for the Placing

 

The Company is seeking funds to help grow the Company's elevate.io product.
elevate.io is the Company's new browser-based end-to-end content creation tool
for the Creator Economy. Powered by the Blackbird technology, elevate.io aims
to address key pain points facing creators today by featuring simplified and
accessible editing tools; streamlining collaboration with other users; and an
extensible plug-in architecture.

 

elevate.io addresses the Creator Economy which as of April 2023 was valued at
approximately $250 billion 1  (#_ftn1) and set to double in size by 2027. The
tools and services segment of this market which applies directly to elevate.io
was valued at approximately $25 billion in 2023 and is estimated to grow to be
worth $180 billion 2  (#_ftn2) by 2032, a CAGR of 25.7%. With existing marquee
clients in the high-end Media & Entertainment sector, the Board believes
that the Company has the pedigree to launch into the Creator Economy.

 

elevate.io has been built natively in the public cloud, through a partnership
with AWS and other cloud service providers.  With this extensive global cloud
infrastructure now integrated into its operations, elevate.io has the ability
to scale its operations at speed, globally. For elevate.io's customers, this
means consistent high performance, and high availability, regardless of
geolocation.

 

 

Details of the Placing

 

A total of 17,500,002 Placing Shares are to be issued at a price of 6.0 pence
per Placing Share. The Placing has been conducted utilising the Company's
existing share authorities to issue shares for cash on a non-pre-emptive
basis. Allenby Capital acted as the Company's sole broker in connection with
the Placing. The Placing is conditional, inter alia, on admission of the
Placing Shares to trading on AIM ("Admission") becoming effective.

 

The Company has entered into a Placing Agreement with Allenby Capital under
which Allenby Capital has agreed to use its reasonable endeavours to procure
subscribers for the Placing Shares at the Placing Price. The Placing has not
been underwritten.

 

The Placing Agreement contains, inter alia, customary undertakings and
warranties given by the Company in favour of Allenby Capital as to the
accuracy of information contained in this document and other matters relating
to the Company. Allenby Capital may terminate the Placing Agreement in
specified circumstances prior to Admission, including, inter alia, for
material breach of the Placing Agreement or any other warranties contained in
it and in the event of certain force majeure events occurring.

 

The Placing Shares will represent approximately 4.53 per cent. of the
Company's enlarged share capital. The Placing Price represents a discount of
approximately 13.0 per cent. to the closing mid-market price of 6.9 pence per
existing ordinary share of 0.8 pence each in the Company (the "Existing
Ordinary Shares") on 28 February 2024.

 

The Placing Shares will be credited as fully paid and will rank equally in all
respects with the Existing Ordinary Shares.

 

The Placing Shares have been placed with certain existing and new investors.
The Directors value the Company's retail shareholders, but due to the size of
the Placing and the cost of undertaking a retail offer, the Board determined
that it was not in the Company's interest to make the Placing available to all
existing shareholders. However, this will be kept under review should the
Company seek to raise further funds in the future.

 

It is expected that CREST accounts will be credited on the relevant day of
Admission and that share certificates (where applicable) will be dispatched
within 10 working days of Admission.

 

Directors' intended subscription

 

The Company is currently in a closed period under MAR pending announcement of
its annual results for the year ended 31 December 2023. In consequence of
that, whilst certain members of the Board and management and persons closely
associated with them are keen to participate in the Placing, they are not
currently permitted to under the MAR framework. However, the Board recognise
the importance of Director/management participation for shareholders and, as
such, certain members of the Board and management (and associated family
members) intend to subscribe for new Ordinary Shares (defined below) at the
first available opportunity following the publication of the annual results
for the year ended 31 December 2023 (expected to be on 5 March 2024). The
subscription is expected to total £70,000 and will be carried out at the
Placing Price.

 

Admission to trading and total voting rights

 

Application has been made to the London Stock Exchange plc for the Placing
Shares to be admitted to trading on AIM. It is expected that Admission will
become effective and that dealings in the Placing Shares on AIM will commence
at 8:00 a.m. on or around 5 March 2024.

 

On Admission, the Company's issued ordinary share capital will consist of
385,910,523 ordinary shares of 0.8 pence each in the Company (the "Ordinary
Shares"), with one vote per share. The Company does not hold any Ordinary
Shares in treasury. Therefore, on Admission, the total number of Ordinary
Shares and voting rights in the Company will be 385,910,523. With effect from
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.

 

 

Enquiries:

 Blackbird plc                                              Tel: +44 (0)20 8879 7245
 Ian McDonough, Chief Executive Officer
 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 and cloud video market. It has
created Blackbird(Ⓡ), a market-leading suite of cloud-native computing
applications for video all underpinned by its lightning fast codec. Blackbird
plc's patented technology allows for frame accurate navigation, playback,
viewing and editing in the cloud. Blackbird(Ⓡ) enables multiple
applications, which are 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.

 

Since it is cloud-native, Blackbird(Ⓡ) removes the need for costly, high-end
workstations and can be used from almost anywhere on almost any device. It
also allows full visibility on multilocation digital content, improves time to
market for live content such as video clips and highlights for digital
distribution, and ultimately results in much more effective monetisation.
Blackbird plc is a licensor of its core video technology under its 'Powered by
Blackbird' licensing model. Enabling video companies to accelerate their path
to true cloud business models, licensees benefit from power and carbon
reductions, cost and time savings, less hardware and bandwidth requirements
and easy scalability. elevate.io, built using Blackbird core technology, is
the company's new creator SaaS product, a browser based end-to-end content
creation tool aimed at the Creator Economy.

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 (https://www.youtube.com/c/Blackbirdcloud)

 

 

 

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.

 

 1  (#_ftnref1)
https://www.goldmansachs.com/intelligence/pages/the-creator-economy-could-approach-half-a-trillion-dollars-by-2027.html
(https://www.goldmansachs.com/intelligence/pages/the-creator-economy-could-approach-half-a-trillion-dollars-by-2027.html)

 2  (#_ftnref2) https://market.us/report/digital-content-creation-market/
(https://market.us/report/digital-content-creation-market/)

 

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  IOEPPUBPPUPCGMR