REG - Blackbird PLC - Result of Retail Offer and Notice of GM

BlackbirdAnnouncement

07/07/2025 10:00

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RNS Number : 9946P  Blackbird PLC  07 July 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, TO US PERSONS OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA,
CANADA, NEW ZEALAND, SOUTH AFRICA OR JAPAN, OR ANY MEMBER STATE OF THE EEA, OR
ANY OTHER JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT
CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE
SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR MATERIALS
RELATING TO THE RETAIL OFFER AS A FINANCIAL PROMOTION IS ONLY BEING MADE TO,
AND MAY ONLY BE ACTED UPON BY, THOSE PERSONS IN THE UNITED KINGDOM FALLING
WITHIN ARTICLE 43 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMENDED (WHICH INCLUDES AN EXISTING MEMBER OF
BLACKBIRD PLC). ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND WILL BE ENGAGED IN
ONLY BY SUCH PERSONS. THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY,
AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR
ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY
SECURITIES OF BLACKBIRD PLC.

7 July 2025

Blackbird plc

(the "Company")

Result of Retail Offer

Posting of Notice of General Meeting

On 3 July 2025 Blackbird plc (AIM:BIRD), the technology licensor, developer
and seller of both the market-leading cloud native video editing platform,
Blackbird, and the multiplayer editor in a browser, elevate.io, announced that
it had conditionally raised gross proceeds of approximately £2 million
pursuant to a Placing and Subscription and separately launched the Retail
Offer to existing shareholders of the Company via the Bookbuild Platform.

The Retail Offer closed at 9.00 a.m. today, and the Directors are pleased to
announce that it has raised £129,163.83 (before expenses). Therefore, the
Retail Offer will result in the issue of a total of 4,305,461 Retail Offer
Shares at the Issue Price, conditionally raising gross proceeds of
approximately £0.13 million. As a result, the Company has conditionally
raised a total of approximately £2.13 million (before expenses) pursuant to
the Fundraising.

Notice of General Meeting and posting of Circular

Completion of the Retail Offer, the Subscription and the Conditional Placing
are subject to, inter alia, the passing of a Resolution at a General Meeting
of the Company to enable the allotment of new Ordinary Shares pursuant to the
Conditional Placing, the Subscription and the Retail Offer.

The Company will today post a circular to shareholders containing details of
the Fundraising and incorporating the notice of General Meeting of the Company
to be held at 10.00 a.m. on 24 July 2025 (the "Circular"). A copy of the
Circular will be available on the Company's website later today at
www.blackbird.video/investor-relations/
(https://www.blackbird.video/investor-relations/) .

Admission to AIM

As announced by the Company on 3 July 2025, the Placing has been carried out
in two tranches. Admission of the first tranche (the 38,707,718 Firm Placing
Shares) to trading on AIM ("First Admission") is expected to be at 8.00 a.m.
on 8 July 2025. On First Admission, the total number of Ordinary Shares and
voting rights in the Company will be 425,784,906.

Application will be made to the London Stock Exchange plc for the 4,305,461
Retail Offer Shares, the 4,499,997 Subscription Shares and the 23,458,942
Conditional Placing Shares to be admitted to trading on AIM ("Second
Admission"). Subject to the passing of the Resolution, it is expected that
Second Admission will become effective and dealings in the 4,305,461 Retail
Offer Shares, the 4,499,997 Subscription Shares and the 23,458,942 Conditional
Placing Shares will commence on AIM at 8.00 a.m. on 28 July 2025.

Total voting rights

On Second Admission, the Company's issued ordinary share capital will consist
of 458,049,306 Ordinary Shares, with one vote per share. The Company does not
hold any Ordinary Shares in treasury. Therefore, on Second Admission, the
total number of Ordinary Shares and voting rights in the Company will be
458,049,306. With effect from Second 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.

 

Capitalised terms used but not defined in this announcement have the same
meanings as set out in the Company's announcements on 3 July 2025.

 

For further information, please contact:

 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, 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 (http://www.elevate.io)

This announcement should be read in its entirety. In particular, the
information in the "Important Notices" section of the announcement should be
read and understood.

Important Notices

The Retail Offer was only open to investors in the United Kingdom who fall
within Article 43 of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (which includes an existing member of the
Company).

This announcement and the information contained herein is not for release,
publication or distribution, directly or indirectly, in whole or in part, in
or into or from the United States (including its territories and possessions,
any state of the United States and the District of Columbia (the "United
States" or "US")), Australia, Canada, New Zealand, Japan, the Republic of
South Africa, any member state of the EEA or any other jurisdiction where to
do so might constitute a violation of the relevant laws or regulations of such
jurisdiction.

The Retail Offer Shares have not been and will not be registered under the US
Securities Act of 1933, as amended (the "US Securities Act") or under the
applicable state securities laws of the United States and may not be offered
or sold directly or indirectly in or into the United States or to or for the
account or benefit of any US person (within the meaning of Regulation S under
the US Securities Act) (a "US Person"). No public offering of the Retail
Offer Shares is being made in the United States. The Retail Offer Shares are
being offered and sold outside the United States in "offshore transactions",
as defined in, and in compliance with, Regulation S under the US Securities
Act. In addition, the Company has not been, and will not be, registered under
the US Investment Company Act of 1940, as amended.

This announcement does not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for Retail Offer Shares in the
United States, Australia, Canada, New Zealand, Japan, the Republic of South
Africa, any member state of the EEA or any other jurisdiction in which such
offer or solicitation is or may be unlawful. No public offer of the securities
referred to herein is being made in any such jurisdiction.

The distribution of this announcement may be restricted by law in certain
jurisdictions and persons into whose possession any document or other
information referred to herein comes should inform themselves about and
observe any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.

Allenby Capital Limited ("Allenby Capital") which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority, is acting
exclusively for the Company and for no-one else and will not regard any other
person (whether or not a recipient of this announcement) as its client in
relation to the Retail Offer and will not be responsible to anyone other than
the Company for providing the protections afforded to its clients, nor for
providing advice in connection with the Retail Offer, Second Admission and the
other arrangements referred to in this announcement.

The value of Ordinary Shares and the income from them is not guaranteed and
can fall as well as rise due to stock market and currency movements. When you
sell your investment, you may get back less than you originally invested.
Figures refer to past performance and past performance is not a reliable
indicator of future results. Returns may increase or decrease as a result of
currency fluctuations.

Certain statements in this announcement are forward-looking statements which
are based on the Company's expectations, intentions and projections regarding
its future performance, anticipated events or trends and other matters that
are not historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "intend", "estimate", "expect"
and words of similar meaning, include all matters that are not historical
facts. These forward-looking statements involve risks, assumptions and
uncertainties that could cause the actual results of operations, financial
condition, liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from the
impression created by the forward-looking statements. These statements are not
guarantees of future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking statements.
Given those risks and uncertainties, prospective investors are cautioned not
to place undue reliance on forward-looking statements.

These forward-looking statements speak only as at the date of this
announcement and cannot be relied upon as a guide to future performance. Each
of the Company and Allenby Capital expressly disclaims any obligation or
undertaking to update or revise any forward-looking statements contained
herein to reflect actual results or any change in the assumptions, conditions
or circumstances on which any such statements are based unless required to do
so by the Financial Conduct Authority, the London Stock Exchange or applicable
law.

The information in this announcement is for background purposes only and does
not purport to be full or complete. None of Allenby Capital or any of its
directors, employees or other affiliates, accepts any responsibility or
liability whatsoever for, or makes any representation or warranty, express or
implied, as to this announcement, including the truth, accuracy or
completeness of the information in this announcement (or whether any
information has been omitted from the announcement) or any other information
relating to the Company or associated companies, whether written, oral or in a
visual or electronic form, and howsoever transmitted or made available or for
any loss howsoever arising from any use of the announcement or its contents or
otherwise arising in connection therewith. Allenby Capital and its directors,
employees and other affiliates, accordingly disclaims all and any liability
whether arising in tort, contract or otherwise which it might otherwise be
found to have in respect of this announcement or its contents or otherwise
arising in connection therewith.

Any indication in this announcement of the price at which the Ordinary Shares
have been bought or sold in the past cannot be relied upon as a guide to
future performance. Persons needing advice should consult an independent
financial adviser. No statement in this announcement is intended to be a
profit forecast and no statement in this announcement should be interpreted to
mean that earnings or target dividend per share of the Company for the current
or future financial years would necessarily match or exceed the historical
published earnings or dividends per share of the Company.

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) is incorporated into or forms part of this announcement.
The Retail Offer Shares to be issued or sold pursuant to the Retail Offer will
not be admitted to trading on any stock exchange other than the London Stock
Exchange.

 

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