REG - Blackbird PLC - Retail Offer to raise up to £200,000

BlackbirdAnnouncement

Today 07:10

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RNS Number : 5056P  Blackbird PLC  03 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.

3 July 2025

 

Blackbird plc

(the "Company")

Retail Offer to raise up to £200,000

Investor Presentation via Investor Meet Company

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 retail offer via the BookBuild platform (the "Retail
Offer") of new ordinary shares of 0.8 pence each ("Ordinary Shares") in the
capital of the Company (the "Retail Offer Shares") at an issue price of 3p per
New Ordinary Share (as defined below) (the "Issue Price").

In addition to the Retail Offer, the Company also announced earlier today that
it has conditionally raised £2.0 million before expenses through a placing
and subscription of new Ordinary Shares (the "Placing and Subscription Shares"
and together with the Retail Offer Shares, the "New Ordinary Shares") at the
Issue Price (the "Placing and Subscription" and, together with the Retail
Offer, the "Fundraising").

A separate announcement has been made earlier today with details of the
Placing and Subscription and their respective terms and conditions and setting
out the background to the Fundraising and use of proceeds. The net proceeds of
the Retail Offer will be utilised in the same way as the proceeds of the
Placing and Subscription.

The Issue Price represents a discount of approximately 29.4 per cent. to the
closing share price of 4.25p per existing Ordinary Share on 2 July 2025.

The Retail Offer is not part of the Placing and Subscription. Completion of
the Placing and Subscription is not conditional on the completion of the
Retail Offer. The Retail Offer is conditional, inter alia, upon (i) the
passing of a resolution to authorise the issue , inter alia, of the Retail
Offer Shares and disapply pre-emption rights (the "Resolution") to be put to
shareholders of the Company at a general meeting of the Company (the "General
Meeting"); (ii) completion of the Placing and Subscription in accordance with
their respective terms; and (iii) Admission (as defined below) occurring 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 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 (or, where
permitted, notified to shareholders as available on the Company's website)
following the close of the Retail Offer. A further announcement will be made
to confirm this in due course.

Application will be made to London Stock Exchange plc for the Retail Offer
Shares to be admitted to trading on AIM ("Admission"). It is currently
anticipated that Admission will become effective and that dealings in the
Retail Offer Shares will commence on AIM at 8.00 a.m. on or around 28 July
2025.

Investor Presentation via Investor Meet Company

The Company is pleased to announce that Ian McDonough, Executive Chair, Steve
White Chief Operating and Financial Officer, Sumit Rai, Chief Product Officer,
and Kell Lowinsky, Head of Marketing, will provide a live Investor
Presentation relating to the Retail Offer via Investor Meet Company on 3 July
2025, 1.00 p.m.

Questions can be submitted pre-event via your Investor Meet Company dashboard
up until 3 July 2025, 11.30 a.m., or at any time during the live presentation.

Investors can sign up to Investor Meet Company for free and add to meet
Blackbird plc via:

https://www.investormeetcompany.com/blackbird-plc/register-investor
(https://eur03.safelinks.protection.outlook.com/?url=https%3A%2F%2Flinks.uk.defend.egress.com%2FWarning%3FcrId%3D6864fae54a348659dc5de7d7%26Domain%3Dallenbycapital.com%26Threat%3DeNpzrShJLcpLzAEADmkDRA%253D%253D%26Lang%3Den%26Base64Url%3DeNo1yjsOgDAIANATtezepkWipD8CRNLb6-L0lne7ix0AEZF5PmS-dBA5riFl7vwJtRdslfVM0hGULjYnTX9_AXrKGlw%253D%26%40OriginalLink%3Dwww.investormeetcompany.com&data=05%7C02%7C%7Cb95435c062eb425d325d08ddb94a4e1c%7Cfc69750aedcc43bebd5b2cbe6f8d8c37%7C0%7C0%7C638870450976008307%7CUnknown%7CTWFpbGZsb3d8eyJFbXB0eU1hcGkiOnRydWUsIlYiOiIwLjAuMDAwMCIsIlAiOiJXaW4zMiIsIkFOIjoiTWFpbCIsIldUIjoyfQ%3D%3D%7C0%7C%7C%7C&sdata=ix5hrmeSh7uG2iKPj2Awwp2ovT%2BRFhsagrz418IcMs8%3D&reserved=0)

Investors who already follow Blackbird plc on the Investor Meet Company
platform will automatically be invited.

Expected Timetable in relation to the Retail Offer

 Retail Offer opens                                           03/07/2025, 07:05
 Latest time and date for commitments under the Retail Offer  07/07/2025, 09:00
 Results of the Retail Offer announced                        07/07/2025, as soon as possible after the Retail Offer has closed
 Admission and dealings in the Retail Offer Shares issued     28/07/2025, 08:00

pursuant to the Retail Offer commence

 

Any changes to the expected timetable set out above will be notified by the
Company through a Regulatory Information Service. References to times are to
London times unless otherwise stated.

Dealing Codes

 Ticker                         BIRD
 ISIN for the Ordinary Shares   GB0004740477
 SEDOL for the Ordinary Shares  0474047

 

Retail Offer

The Company values its retail shareholder base which has supported the Company
alongside institutional investors. Given the support of its existing retail
shareholders, the Company believes that it is appropriate to provide its
existing retail shareholders in the United Kingdom the opportunity to
participate in the Retail Offer.

The Company is therefore making the Retail Offer available in the United
Kingdom through the financial intermediaries which will be listed, subject to
certain access restrictions, on the following website:
https://www.bookbuild.live/deals/076NG7/authorised-intermediaries
(https://www.bookbuild.live/deals/076NG7/authorised-intermediaries)

Allenby Capital Limited will be acting as retail offer coordinator in relation
to this Retail Offer (the "Retail Offer Coordinator").

Existing retail shareholders can contact their broker or wealth manager to
participate in the Retail Offer. In order to participate in the Retail Offer,
each intermediary must be on-boarded onto the BookBuild platform and agree to
the final terms and the retail offer terms and conditions, which regulate,
inter alia, the conduct of the Retail Offer on market standard terms and
provide for the payment of commission to any intermediary that elects to
receive a commission and/or fee (to the extent permitted by the FCA Handbook
Rules) from the Retail Offer Coordinator (on behalf of the Company).

Any expenses incurred by any intermediary are for its own account. Investors
should confirm separately with any intermediary whether there are any
commissions, fees or expenses that will be applied by such intermediary in
connection with any application made through that intermediary pursuant to the
Retail Offer.

The Retail Offer will be open to eligible shareholders in the United Kingdom
at 7.05 a.m. on 03/07/2025. The Retail Offer is expected to close at 9.00 a.m.
on 07/07/2025. Investors should note that financial intermediaries may have
earlier closing times. The Retail Offer may close early if it is
oversubscribed.

If any intermediary has any questions about how to participate in the Retail
Offer on behalf of existing retail shareholders, please contact BookBuild at
support@bookbuild.live.

The Retail Offer the subject of this announcement is and will, at all times,
only be made to, directed at and may only be acted upon by those persons who
are, shareholders in the Company. To be eligible to participate in the Retail
Offer, applicants must meet the following criteria before they can submit an
order for Retail Offer Shares: (i) be a customer of one of the participating
intermediaries listed on the above website; (ii) be resident in the United
Kingdom and (iii) be a shareholder in the Company (which may include
individuals aged 18 years or over, companies and other bodies corporate,
partnerships, trusts, associations and other unincorporated organisations and
includes persons who hold their shares in the Company directly or indirectly
through a participating intermediary). For the avoidance of doubt, persons who
only hold CFDs, spreadbets and/or similar derivative instruments in relation
to shares in the Company are not eligible to participate in the Retail Offer.

The Company reserves the right to scale back any order at its discretion. The
Company reserves the right to reject any application for subscription under
the Retail Offer without giving any reason for such rejection.

It is vital to note that once an application for Retail Offer Shares has been
made and accepted via an intermediary, it cannot be withdrawn.

The Retail Offer Shares will, when issued, be credited as fully paid and will
rank pari passu in all respects with existing Ordinary Shares including the
right to receive all dividends and other distributions declared, made or paid
after their date of issue.

The Retail Offer is an offer to subscribe for transferable securities, the
terms of which ensure that the Company is exempt from the requirement to issue
a prospectus under Regulation (EU) 2017/1129 as it forms part of UK law by
virtue of the European Union (Withdrawal) Act 2018. It is a term of the Retail
Offer that the aggregate total consideration payable for the Retail Offer
Shares will not exceed £199,999.98 (or the equivalent in Euros). Accordingly,
the exemption from the requirement to publish a prospectus, set out in section
86(1)(e) of the Financial Services and Markets Act 2000 (as amended), will
apply to the Retail Offer.

The Retail Offer is not being made into any jurisdiction other than the United
Kingdom or to US Persons (as defined in Regulation S of the US Securities Act
1933, as amended).

No offering document, prospectus or admission document has been or will be
prepared or submitted to be approved by the Financial Conduct Authority (or
any other authority) in relation to the Retail Offer, and investors'
commitments will be made solely on the basis of the information contained in
this announcement and information that has been published by or on behalf of
the Company prior to the date of this announcement by notification to a
Regulatory Information Service in accordance with the Financial Conduct
Authority's Disclosure Guidance and Transparency Rules and the Market Abuse
Regulation (EU Regulation No. 596/2014) ("MAR") as it forms part of United
Kingdom law by virtue of the European Union (Withdrawal) Act 2018 (as
amended).

There is a minimum subscription of £100 per investor under the terms of the
Retail Offer which is open to investors in the United Kingdom subscribing via
the intermediaries which will be listed, subject to certain access
restrictions, on the following website:
https://www.bookbuild.live/deals/076NG7/authorised-intermediaries
(https://www.bookbuild.live/deals/076NG7/authorised-intermediaries)

There is no maximum application amount to apply in the Retail Offer. The terms
and conditions on which investors subscribe will be provided by the relevant
financial intermediaries including relevant commission or fee charges.

Investors should make their own investigations into the merits of an
investment in the Company. Nothing in this announcement amounts to a
recommendation to invest in the Company or amounts to investment, taxation or
legal advice.

It should be noted that a subscription for Retail Offer Shares and investment
in the Company carries a number of risks. Investors should take independent
advice from a person experienced in advising on investment in securities such
as the Retail Offer Shares if they are in any doubt.

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)

 

The Company's LEI is 2138006DWRVTIAVW3415.

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 is 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, 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.

UK Product Governance Requirements

Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK MiFIR Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK MiFIR Product Governance
Requirements) may otherwise have with respect thereto, the Retail Offer Shares
have been subject to a product approval process, which has determined that the
Retail Offer Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in paragraphs 3.5 and 3.6 of COBS;
and (ii) eligible for distribution through all permitted distribution channels
(the "Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors should note that: the price of the Retail Offer
Shares may decline and investors could lose all or part of their investment;
the Retail Offer Shares offer no guaranteed income and no capital protection;
and an investment in the Retail Offer Shares 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 any contractual, legal or
regulatory selling restrictions in relation to the Retail Offer.

For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Chapters 9A or 10A respectively of COBS; 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 Retail Offer Shares. Each distributor is
responsible for undertaking its own target market assessment in respect of the
Retail Offer Shares and determining appropriate distribution channels.

EU Product Governance Requirements

Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Retail Offer Shares
have been subject to a product approval process, which has determined that the
Retail Offer Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "EU Target Market Assessment"). Notwithstanding the EU Target Market
Assessment, distributors should note that: the price of the Retail Offer
Shares may decline and investors could lose all or part of their investment;
the Retail Offer Shares offer no guaranteed income and no capital protection;
and an investment in the Retail Offer Shares 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 EU Target Market Assessment is without prejudice to the requirements of
any contractual, legal or regulatory selling restrictions in relation to the
Retail Offer.

For the avoidance of doubt, the EU Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; 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 Retail Offer Shares. Each distributor is responsible for
undertaking its own target market assessment in respect of the Retail Offer
Shares and determining appropriate distribution channels.

 

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