REG - Ebiquity PLC - Results of Placing

EbiquityAnnouncement

30/03/2022 14:45

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RNS Number : 6393G  Ebiquity PLC  30 March 2022

30 March 2022

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW
ZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH
SUCH RELEASE PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
REGULATION 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED.

PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

 

Ebiquity Plc

 

Results of Placing

 

Ebiquity plc ("Ebiquity" or the "Company"), a world leader in media investment
analysis, is pleased to announce the successful completion of the equity
placing announced earlier today (the "Placing").

The Placing has received significant support from existing shareholders and
new blue chip institutional investors.

Placing

A total of 28,301,886 new Ordinary Shares (the "Placing Shares") have been
placed by Panmure Gordon (UK) Limited ("Panmure Gordon") at a price of 53.0
pence per Placing Share (the "Placing Price"), raising gross proceeds of
approximately £15.0 million (before fees and expenses). The proceeds from the
Placing will be used to fund the cash consideration element of the MediaPath
Acquisition, with the balance used to accelerate organic and inorganic growth
of the enlarged business, to strengthen its balance sheet and for transaction
fees and expenses.

The Placing Shares represent approximately 34.0% of the Existing Share
Capital. The Placing Price represents a discount of 8.6% to the closing middle
market price of 58.0 pence per Ordinary Share on 29 March 2022, being the
latest practicable date prior to the publication of this announcement.

Settlement, dealings and completion of the MediaPath Acquisition

The Placing is conditional upon the passing of certain resolutions at a
general meeting. The Company intends to publish a Circular and Notice of
General Meeting shortly.

Application will be made to the London Stock Exchange for the Placing Shares
and MediaPath Consideration Shares (the "New Ordinary Shares") to be admitted
to trading on AIM. It is expected that admission of the New Ordinary Shares
will become effective at 8.00 am on or around 20 April 2022 ( "Admission").

The New Ordinary Shares will, when issued, rank equally in all respects with
the Existing Ordinary Shares including the right to receive dividends and
other distributions declared following Admission.

Related Party Transactions under the AIM Rules for Companies

Canaccord Genuity Wealth Management, a holder of approximately 19.5% of the
Existing Ordinary Shares) is a related party of the Company and will be
participating in the Placing ("Canaccord Participation"). This constitutes a
related party transaction under Rule 13 of the AIM Rules for Companies. As
such, the Directors consider, having consulted with the Company's nominated
adviser, Panmure Gordon, that the terms of the Canaccord Participation are
fair and reasonable insofar as the Company's shareholders are concerned.

Artemis Investment Management LLP, a holder of approximately 13.2% of the
Existing Ordinary Shares) is a related party of the Company and will be
participating in the Placing ("Artemis Participation"). This constitutes a
related party transaction under Rule 13 of the AIM Rules for Companies. As
such, the Directors consider, having consulted with the Company's nominated
adviser, Panmure Gordon, that the terms of the Artemis Participation are fair
and reasonable insofar as the Company's shareholders are concerned.

BGF Investment Management Limited, a holder of approximately 12.6% of the
Existing Ordinary Shares) is a related party of the Company and will be
participating in the Placing ("BGF Participation"). This constitutes a related
party transaction under Rule 13 of the AIM Rules for Companies. As such, the
Directors consider, having consulted with the Company's nominated adviser,
Panmure Gordon, that the terms of the BGF Participation are fair and
reasonable insofar as the Company's shareholders are concerned.

 

Capitalised terms in this announcement carry the same meaning as in the RNS
announcement "Proposed Acquisition of Media Path Network AB and Proposed
Placing of £15.0 million" released earlier today, save where otherwise
defined.

 

Market abuse regulation

 

This Announcement contains inside information for the purposes of Article 7 of
Regulation (EU) No 596/201 as it forms part of UK domestic law by virtue of
the European Union (Withdrawal) Act 2018 ("MAR"). Upon the publication of this
announcement via a Regulatory Information Service this inside information is
now considered to be in the public domain.

 

The person responsible for arranging release of this Announcement on behalf of
the Company is Alan Newman, Chief Financial Officer and Chief Operating
Officer of the Company.

 

 Ebiquity plc                                                            +44 20 7650 9600
 Nick Waters, CEO
 Alan Newman, CFO & COO

 Camarco
 Ben Woodford                                                            +44 7990 653 341
 Geoffrey Pelham-Lane                                                    +44 7733 124 226

 Panmure Gordon (Financial Adviser, Nomad and Broker)                    +44 20 7886 2500
 Alina Vaskina / Harriette Johnson / Dougie McLeod (Corporate Advisory)
 Charles Leigh-Pemberton / Sam Elder (Corporate Broking)

 

About Ebiquity plc

 

Ebiquity plc (LSE AIM: EBQ) is a world leader in media investment analysis. It
harnesses the power of data to provide independent, fact-based advice,
enabling brand owners to perfect media investment decisions and improve
business outcomes. Ebiquity is able to provide independent, unbiased advice
and solutions to brands because we have no commercial interest in any part of
the media supply chain.

 

We are a data-driven solutions company helping brand owners drive efficiency
and effectiveness from their media spend, eliminating wastage and creating
value. We provide analysis and solutions through five Service Lines: Media
management, Media performance, Marketing effectiveness, Technology advisory,
Contract compliance.

 

Ebiquity's clients are served by more than 500 media specialists operating
from 19 offices covering 80% of the global advertising market.

 

The Company has the most comprehensive, independent view of today's global
media market, analysing US$55bn of media spend from 75 markets annually,
including trillions of digital media impressions. Our Contract Compliance
division, FirmDecisions, audits US$40bn of contract value annually.

 

As a result, more than 70 of the world's top 100 advertisers today choose
Ebiquity as their trusted independent media advisor.

 

For further information, please visit: www.ebiquity.com
(http://www.ebiquity.com)

 

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, ACQUIRE OR
SUBSCRIBE FOR SHARE IN THE CAPITAL OF THE COMPANY IN THE UNITED STATES,
CANADA, THE REPUBLIC OF SOUTH AFRICA, AUSTRALIA OR JAPAN (OR TO ANY PERSONS IN
ANY OF THOSE JURISDICTIONS). THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE
LONDON STOCK EXCHANGE. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY
CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS.

 

IMPORTANT NOTICES

 

THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT IS DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE
THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS
PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN
THE UNITED KINGDOM OR A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"),
QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(e) OF REGULATION (EU) 2017/1129
(THE "PROSPECTUS REGULATION"); (2) IF IN THE UNITED KINGDOM, QUALIFIED
INVESTORS WHO (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER")
(INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH
NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER (ALL SUCH
PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON
BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN EBIQUITY PLC.

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.

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 OR INTO OR FROM AUSTRALIA, CANADA, NEW ZEALAND THE REPUBLIC OF
SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. NO PUBLIC OFFERING OF THE
PLACING SHARES IS BEING MADE IN ANY SUCH JURISDICTION.

This Announcement has been issued by, and is the sole responsibility of, the
Company. No responsibility or liability is or will be accepted by, and no
undertaking, representation or warranty or other assurance, express or
implied, is or will be made or given by Panmure Gordon, or by any of their
respective partners, directors, officers, employees, advisers, consultants or
affiliates as to, or in relation to, the sufficiency, accuracy, fairness or
completeness of the information or opinions contained in this Announcement or
any other written or oral information made available to or publicly available
to any interested person or its advisers, and any liability therefor is
expressly disclaimed. The information in this Announcement is subject to
change.

This Announcement may contain and the Company may make verbal statements
containing "forward-looking statements" with respect to certain of the
Company's plans and its current goals and expectations relating to its future
financial condition, performance, strategic initiatives, objectives, the
Acquisitions and results. Forward-looking statements sometimes use words such
as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "seek", "may", "could", "outlook" or other words of similar
meaning. By their nature, all forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances which are
beyond the control of the Company, including amongst other things, United
Kingdom domestic and global economic business conditions, market-related risks
such as fluctuations in interest rates and exchange rates, the policies and
actions of governmental and regulatory authorities, the effect of competition,
inflation, deflation, the timing effect and other uncertainties of future
acquisitions or combinations within relevant industries, the effect of tax and
other legislation and other regulations in the jurisdictions in which the
Company and its affiliates operate, the effect of volatility in the equity,
capital and credit markets on the Company's profitability and ability to
access capital and credit, a decline in the Company's credit ratings; the
effect of operational risks; and the loss of key personnel. As a result, the
actual future financial condition, performance and results of the Company may
differ materially from the plans, goals and expectations set forth in any
forward-looking statements. Any forward-looking statements made in this
Announcement by or on behalf of the Company speak only as of the date they are
made. These forward-looking statements reflect the Company's judgment at the
date of this Announcement and are not intended to give any assurance as to
future results and the Company cautions that its actual results of operations
and financial condition, and the development of the industry in which it
operates, may differ materially from those made in or suggested by the
forward-looking statements contained in this Announcement and/or information
incorporated by reference into this Announcement. Except as required by
applicable law or regulation, the Company expressly disclaims any obligation
or undertaking to publish any updates, supplements or revisions to any
forward-looking statements contained in this Announcement to reflect any
changes in the Company's expectations with regard thereto or any changes in
events, conditions or circumstances on which any such statement is based.

Panmure Gordon is authorised and regulated by the Financial Conduct Authority
(the "FCA") in the United Kingdom and is acting exclusively for the Company
and no one else in connection with the Bookbuilding Process and the Placing
and will not regard any other person (whether or not a recipient of this
Announcement) as a client in relation to the Placing or the transactions or
arrangements described in this Announcement. Panmure Gordon is not responsible
to anyone (including any Placees) other than the Company for providing the
protections afforded to its clients of Panmure Gordon or for providing advice
in relation to the Bookbuilding Process, the Placing, the contents of this
Announcement or any other matters referred to or described in this
Announcement.

Panmure Gordon, which is authorised and regulated in the United Kingdom by the
FCA, is acting as nominated adviser to the Company for the purposes of the AIM
Rules and no-one else in connection with the Placing and the transactions and
arrangements described in this Announcement and will not be responsible to any
other person (whether or not a recipient of this Announcement) as a client in
relation to the Placing or the transactions and arrangements described in this
Announcement. Panmure Gordon's responsibilities as the Company's nominated
adviser under the AIM Rules for Nominated Advisers are owed solely to the
London Stock Exchange and are not owed to the Company or to any Director or to
any other person.

None of the information in this Announcement has been independently verified
or approved by Panmure Gordon or any of its respective partners, directors,
officers, employees, advisers, consultants or affiliates. Save for any
responsibilities or liabilities, if any, imposed on Panmure Gordon by FSMA or
by the regulatory regime established under it, no responsibility or liability
whatsoever whether arising in tort, contract or otherwise, is accepted by
Panmure Gordon or any of its partners, directors, officers, employees,
advisers, consultants or affiliates whatsoever for the contents of the
information contained in this Announcement (including, but not limited to, any
errors, omissions or inaccuracies in the information or any opinions) or for
any other statement made or purported to be made by or on behalf of Panmure
Gordon or any of its partners, directors, officers, employees, advisers,
consultants or affiliates in connection with the Company, the Placing Shares,
the Placing and the Proposals or for any loss, cost or damage suffered or
incurred howsoever arising, directly or indirectly, from any use of this
Announcement or its contents or otherwise in connection with this Announcement
or from any acts or omissions of the Company in relation to the Proposals.

This Announcement does not constitute a recommendation concerning any
investor's options with respect to the Placing. This Announcement does not
identify or suggest, or purport to identify or suggest, the risks (direct or
indirect) that may be associated with an investment in the Placing Shares. Any
investment decision to subscribe for Placing Shares in the Placing must be
made solely on the basis of publicly available information, which has not been
independently verified by Panmure Gordon. No statement in this Announcement is
intended to be a profit forecast or estimate, and no statement in this
Announcement should be interpreted to mean that earnings per share of the
Company for the current or future financial years would necessarily match or
exceed the historical published earnings per share of the Company. Recipients
of this Announcement who are considering acquiring Placing Shares pursuant to
the Placing are reminded that they should conduct their own investigation,
evaluation and analysis of the business, data and property described in this
Announcement.

The price of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the shares. Past performance is no guide to future performance. The contents
of this Announcement is not to be construed as legal, business, financial or
tax advice. Each investor should consult with his or her or its own legal
adviser, business adviser, financial adviser or tax adviser for legal,
business, financial or tax advice.

The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than the AIM market of the London Stock
Exchange.

Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.

 

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rns@lseg.com (mailto:rns@lseg.com)
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