REG - Electric Guitar PLC - Issue of equity and total voting rights

Electric GuitarAnnouncement

14/10/2024 14:00

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RNS Number : 1035I  Electric Guitar PLC  14 October 2024

14 October 2024

 

 

Electric Guitar PLC

("Electric Guitar" or the "Company")

 

Issue of equity for conversion of loan facility

and

Total voting rights

 

Electric Guitar PLC (LSE: ELEG), the digital marketing and advertising company
providing first-party data solutions, announces the issue to Sanderson Capital
Partners Limited ("Sanderson") of 16,666,666 Ordinary Shares (the "New
Shares") of £0.005 each in the Company (the "Ordinary Shares") at 0.9p per
share. The New Shares will be issued pursuant to the conversion of £150,000
("Conversion") drawn to date for working capital purposes from the Company's
£600,000 loan facility with Sanderson (the "Facility").

 

The terms of the Facility provide that the conversion price per share should
be equal to the volume weighted average price (VWAP) of an Ordinary Share for
the previous five days, which was 0.818504p, making the issue price for the
New Shares of 0.9p a premium of 10.0 per cent. to the 5-day VWAP.  Further,
as the Company's share price has been below 0.9p for several months, despite
the positive progress of the Company's business as highlighted by a number of
recent announcements, the opportunity to convert £150,000 of debt obligations
into permanent equity capital at a premium to the current share price,
significantly strengthening the Company's balance sheet while leaving the
balance of the Facility available as required, has persuaded the Board to
waive an assurance from Sanderson (given before the Company's admission to AIM
on 3 May 2024) that it would not seek conversions under the Facility at less
than the 2.1p price per share of the fundraising at that time. The Board
therefore considers it in the best interests of the Company to agree to the
Conversion at 0.9p, being a significant premium to the current share price.
Contractual notice periods for drawdown and conversion have also been waived.

 

As Sanderson is a related party (as defined in the AIM Rules for Companies
(the "AIM Rules")), due to its 19.32 per cent. shareholding in the Company,
the variation of the terms of the Facility for the Conversion constitutes a
related party transaction under Rule 13 of the AIM Rules. The directors of the
Company (who are all independent for this purpose) consider, having consulted
with the Company's nominated adviser, Allenby Capital Limited, that the terms
of the transaction are fair and reasonable insofar as the Company's
shareholders are concerned.

 

Application has been made for the admission of the 16,666,666 New Shares to
trading on AIM, and dealings are expected to become effective on or around 16
October 2024 ("Admission"). The New Shares will rank pari passu with the
Company's existing Ordinary Shares.

 

Following Admission, Sanderson will be interested in 63,657,137 Ordinary
Shares which represents 24.49 per cent. of the issued share capital of the
Company (as enlarged by the New Shares). Sanderson is controlled by Tanvir
Malik who holds 13,812,782.00 Ordinary Shares in the Company, representing
5.31 per cent. of the issued share capital (as enlarged by the New Shares).

 

Total voting rights

 

On Admission, the Company will have 259,923,518 Ordinary Shares in issue with
each Ordinary Share carrying the right to one vote. There are no Ordinary
Shares currently held in treasury. The total number of voting rights in the
Company is therefore 259,923,518 and this figure may be used by shareholders
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 Company under the FCA's Disclosure Guidance and Transparency Rules.

 

 

For further information:

 

 Electric Guitar PLC

John Regan (CEO)                                      +44 (0)7721 348826

 Allenby Capital (Nominated Adviser and Joint Broker)  020 3328 5656

 Jeremy Porter

 Piers Shimwell

 Dan Dearden-Williams

 Axis Capital Markets (Joint Broker)                   020 3026 0320

 Richard Hutchison

                                                       020 7048 9400

 Global Investment Strategy UK (Joint Broker)

 James Sheehan

 Yellow Jersey (Financial PR)

 Charles Goodwin                                       020 3004 9512

 Annabelle Wills                                       electric@yellowjerseypr.com

                          (https://appriver3651008983.sharepoint.com/sites/CompanyData/Shared%20Documents/Corporate%20Finance/Mandated%20Transactions/Electric%20Guitar/Announcements/electric@yellowjerseypr.com)
 Bessie Elliot

 

Notes to Editors

 

Electric Guitar PLC (AIM: ELEG) is the provider of first-party data solutions
for the marketing and advertising industry, empowering businesses to realise
the value of their first-party data. In an era of changing consumer attitudes
towards the use of their data, tighter privacy legislation, and the demise of
third-party cookies, first-party data is now the key to success in digital
marketing. Electric Guitar's strategy is to acquire and scale businesses that
help marketers maximise the value of first-party data by curating, managing,
and deploying it, and in doing so making Electric Guitar the industry standard
for first-party data solutions. As the first part of this strategy, Electric
Guitar acquired 3radical Limited, a company that utilises its Software as a
Service platform, 3radical Voco, to enable organisations to engage individuals
and request their data directly using interactive digital experiences. It has
since entered into collaborations with several other businesses operating in
the field, as well as a joint venture with Exelia Technologies Limited called
Marcomms.ai for producing AI-driven products and services for the digital
marketing and advertising industry.

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

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