REG-MediaZest Plc: Fundraising of £150,000 via Convertible Loan Notes

MediazestAnnouncement

05/08/2020 07:05

Market soundings, as defined in the EU Market Abuse Regulation (MAR), were
taken in respect of the Fundraise with the result that certain persons became
aware of inside information, as permitted by MAR.  That inside information is
set out in this announcement and has been disclosed as soon as possible in
accordance with paragraph 7 of article 17 of MAR.  Therefore, those persons
that received inside information in a market sounding are no longer in
possession of inside information relating to the Company and its securities.

5 August 2020

MediaZest Plc

("MediaZest", the "Company” or the “Group”; AIM: MDZ)

 Fundraising of £150,000 via Convertible Loan Notes

MediaZest (AIM: MDZ), the creative audio-visual company, announces that it has
raised £150,000 (before expenses) via the issue of unsecured convertible loan
notes (the "CLNs") to new and existing investors (the “Fundraise”).  The
CLNs have a maturity date of 5 August 2023 (the “Maturity Date”) and can
be converted into ordinary shares of 0.01p in MediaZest (“Ordinary
Shares”).

The net proceeds of the Fundraise will provide the Group with additional
working capital.

CLN Terms

The terms of the CLNs are as follows:
* 3-year CLN (the “Term”), with interest of 7% per annum, payable
quarterly in arrears;
* MediaZest will make a bullet repayment to each investor at the end of the
Term if the CLN (in whole or in part) remains unconverted;
* The Company may repay in full the CLN at any time, including accumulated
interest on a pro-rata basis;
* Each investor can convert the CLNs (in whole or in part) into new Ordinary
Shares in MediaZest by serving written notice 14 days after each annual
anniversary during the Term;
* The CLN conversion rate will be calculated by dividing the principal amount
of the CLN by the mid-market price of the Ordinary Shares, on the last
business day before the relevant anniversary date of the CLN, less a discount
of 10%; and
* If the CLN is repaid at the end of the Term then warrants over new Ordinary
Shares will be granted to each investor (the “Warrants”). The number of
Warrants granted will be calculated by dividing a sum equal to 10% of the
principal amount of the CLN by the mid-market price of the shares in MDZ at on
the last business day before the closing of the CLN. The Warrants’ exercise
price will be the mid-market price of the shares in MDZ on the last business
day before the closing of the CLN and the Warrants will expire 12 months from
the date of grant.
Geoff Robertson, MediaZest’s CEO said: “We are delighted to announce the
Fundraise at a difficult time for all businesses and we’re grateful for the
continuing support of shareholders as we move out of the UK lockdown period
and seek to build on the Group’s encouraging performance in the run up to
the Covid-19 outbreak.”

Further Information and Related Party Transaction

Certain existing shareholders have subscribed for CLNs as part of the
Fundraise.

City and Claremont Capital Assets Ltd (“CCCAL”) is a substantial
shareholder in the Company and has subscribed for £100,000 of CLNs pursuant
to the Fundraise (the “CCCAL Subscription”).

The CCCAL Subscription therefore constitutes a related party transaction in
accordance with AIM Rule 13 of the AIM Rules for Companies. The Directors who
are all considered to be independent Directors for these purposes, having
consulted with the Company's nominated adviser, SP Angel Corporate Finance
LLP, consider the terms of the CCCAL Subscription to be fair and reasonable
insofar as the Company’s shareholders are concerned.

 Enquiries:                                                                                   
 Geoff Robertson Chief Executive Officer MediaZest Plc                         0845 207 9378  
 David Hignell/Soltan Tagiev Nominated Adviser SP Angel Corporate Finance LLP  020 3470 0470  
 Claire Noyce Broker Hybridan LLP                                              020 3764 2341  
                                                                                              

Notes to Editors:

About MediaZest

MediaZest is a creative audio-visual systems integrator that specialises in
providing innovative marketing solutions to leading retailers, brand owners
and corporations, but also works in the public sector in both the NHS and
Education markets. The Group supplies an integrated service from content
creation and system design to installation, technical support, and
maintenance. MediaZest was admitted to the London Stock Exchange's AIM market
in February 2005. For more information, please visit www.mediazest.com



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