REG-MediaZest Plc: Fundraising of £130,000 via Convertible Loan Notes

MediazestAnnouncement

07/08/2023 07:15

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.

7 August 2023

MediaZest Plc

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

 

 Fundraising of £130,000 via Convertible Loan Notes and Repayment of
£150,000 3 Year Convertible loan notes issued 5 August 2020

 

 

MediaZest (AIM: MDZ), the creative audio-visual company, announces that it has
raised £130,000 (before expenses) via the issue of new 3-year unsecured
convertible loan notes (the “New CLNs") to existing investors (the
“Fundraise”). The Company has also repaid £150,000 of unsecured
convertible loan notes previously issued on 5 August 2020, which had a
maturity date of 5 August 2023 (the “Existing CLNs”).  

 

The gross amount raised via the Existing CLNs was £150,000 via subscriptions
from four different shareholders. Of these, three shareholders have agreed to
enter into the New CLNs via subscriptions totalling £130,000 and one
shareholder has been repaid £20,000 in full from free cashflow.

 

Pursuant to the terms of the Existing CLNs, a total of 28,571,429 warrants
over the Company’s ordinary shares of 0.01p (“Ordinary Shares”) have
been granted to holders of the Existing CLNs (the “Existing CLN
Warrants”). The Existing CLN Warrants have an exercise price of 0.0525p,
being the closing mid-market price of MediaZest’s Ordinary Shares on 4
August 2023 and have a twelve month term, expiring on 4 August 2024.  

 

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

 

 

New CLN Terms

 

The terms of the New CLNs are as follows:

 

-          3-year CLN (the “Term”), with interest of 10% 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 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 and the Board is grateful for the continued support of our existing
shareholders. The Fundraise provides further confidence as we seek to build on
the Group’s encouraging recent performance during the second half of the
current financial year.”

Related Party Transaction

Certain existing shareholders have subscribed for New 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 New 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 consider the terms of the CCCAL
Subscription to be fair and reasonable insofar as the Company’s shareholders
are concerned.

CCCAL has been granted 19,047,619 Existing CLN Warrants pursuant to the terms
of the Existing CLN.

 

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

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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