REG - S4 Capital PLC - Issue of Shares

S4 CapitalAnnouncement

18/11/2021 07:00

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20211118:nRSR6865Sa&default-theme=true

RNS Number : 6865S  S4 Capital PLC  18 November 2021

18 November 2021

S4 Capital plc ("S(4)Capital" or the "Company")

Issue of Shares

On 15 November 2021, S(4)Capital plc (SFOR.L) announced a merger with Miyagi,
a leading creative content marketing agency - integrating strategy, creativity
and production (the "Transaction"). Pursuant to the terms of the Transaction,
the Company has agreed to issue 86,405 ordinary shares of 25 pence each in the
capital of the Company, credited as fully paid, as initial consideration to
the sellers (the "Shares"). The Shares will be subject to a restriction on
sale until 19 November 2023.

An application has been made to the FCA and to the London Stock Exchange for
the Shares to be admitted to the standard segment of the Official List of the
FCA and to trading on the London Stock Exchange's Main Market for listed
securities respectively ("Admission"). It is expected that Admission will
become effective at 8.00 a.m. on 19 November 2021.

Enquiries:

  S(4)Capital                             Tel: +44 (0)20 3793 0003
 Sir Martin Sorrell (Executive Chairman)
 Powerscourt (PR Adviser to S(4)Capital)  Tel: +44 (0)7970 246 725
 Elly Williamson
 Jane Glover

 

About S(4)Capital

 

S(4)Capital plc (SFOR.L) is the tech-led, new age/new era digital advertising
and marketing services company, established by Sir Martin Sorrell in May 2018.

Its strategy is to build a purely digital advertising and marketing services
business for global, multinational, regional, local clients and
millennial-driven influencer brands. This will be achieved initially by
integrating leading businesses in two practice areas: content and
data&digital media, along with an emphasis on "faster, better, cheaper"
executions in an always-on consumer-led environment, with a unitary structure.

Digital is by far the fastest-growing segment of the advertising market.
S(4)Capital estimates that in 2020 digital accounted for over 50% (for the
first time) or $290 billion of total global advertising spend of $525 billion
(excluding over $500 billion of trade promotion marketing, the primary target
of the Amazon advertising platform), and projects that by 2022 this share will
grow to approximately 60% and by 2024 to approximately 70%, accelerated by the
impact of covid-19.

S(4)Capital combined with MediaMonks, the leading AdAge A-listed creative
digital content production company led by Victor Knaap and Wesley ter Haar, in
July 2018 and with MightyHive, the market-leading digital media solutions
provider for future thinking marketers and agencies, led by Peter Kim and
Christopher S. Martin, in December 2018.

In April 2019, MightyHive combined with ProgMedia to expand operations into
Latin America and MediaMonks acquired film studio Caramel Pictures to expand
content studio capabilities. In June 2019, MediaMonks announced a planned
combination with Australia-based BizTech, a leading marketing transformation
and customer experience company. In August 2019, MediaMonks combined with
Amsterdam-based digital influencer marketing agency IMA. In October 2019,
MediaMonks combined with Firewood Marketing, the largest digital marketing
agency based in Silicon Valley, that was recently ranked, along with
MediaMonks and Circus (see below), as one of the fastest growing agencies by
Adweek, and MightyHive combined with award-winning UK-based digital analytics,
biddable media and data science company ConversionWorks and South Korea-based
data and analytics consultancy MightyHive Korea. In November 2019, MediaMonks
announced its combination with Delhi-based content creation and production
company WhiteBalance (completed in August 2020 - the delay due to necessary
merger clearance procedures) and then with fully integrated digital agency
Circus Marketing in January 2020 (completed in March 2020).

In May 2020, MightyHive announced a combination with Digodat, one of the
leading Latin American data and analytics consultancies, and in June 2020,
MightyHive announced its combination with Lens10, a leading Australian digital
strategy and analytics consultancy. In July 2020, MightyHive announced a
combination with Orca Pacific, a market leading full-service Amazon agency and
boutique consultancy firm based in Seattle. In August 2020, MightyHive
announced a combination with London-based Brightblue, an econometric and media
optimisation consultancy. In September 2020, MediaMonks announced its
combination with Dare.Win, expanding its geographical presence to France.

In January 2021, MediaMonks announced its combination with integrated
creative, technology and media agency Decoded Advertising, Shanghai based
creative agency TOMORROW and Stuttgart based automotive specialist STAUD
STUDIOS. MightyHive also announced its combination with integrated digital
performance marketing agency Metric Theory. In February 2021, MightyHive
acquired the assets of Datalicious Australia, a leading Google Marketing
Platform, Google Cloud and Google Analytics partner in Asia Pacific. In March
2021, MediaMonks announced it had entered into a conditional agreement in
relation to a combination of MediaMonks with Toronto-based design and
experience agency, Jam3. In May 2021, MightyHive announced it had entered into
a conditional agreement in relation to a combination of MightyHive with the
leading digital performance agency in Brazil, Raccoon Group.

On 26 July 2021, MightyHive announced a combination with Salesforce specialist
Destined expanding its data and digital media practice in Asia Pacific. On 8
September 2021, the new unitary brand Media.Monks announced a combination with
the iconic culture and creative marketing agency Cashmere, based in Los
Angeles. Also in September 2021, Media.Monks announced a merger with leading
digital transformation services firm Zemoga, headquartered in Los Angeles,
with further US offices as well as delivery centres in Colombia. The merger
expanded the Media.Monks offering into technology services. On 15 November
2021, Media.Monks announced a merger with leading creative content marketing
agency Miyagi. The merger added to Media.Monks' existing Content,
Data&digital media capabilities in Italy, Europe's fourth largest
advertising market.

In August 2021, S(4)Capital launched its unitary brand by merging MediaMonks
and MightyHive into Media.Monks, represented by a dynamic logo mark that
features MightyHive's iconic hexagon. As the operational brand, Media.Monks
underpins S(4)Capital's agility, digital knowledge and efficiency and is the
next step in delivering on its foundational promise to unify content,
data&digital media and technology services.

On 16 July 2020, S(4)Capital announced the successful placing of 36,766,642
new ordinary shares at a price of 315p raising approximately £116 million
gross proceeds which has been used for further expansion and combination
purposes.

On 19 July 2021, S(4)Capital announced it had engaged Credit Suisse AG, London
branch, HSBC Bank plc and Barclays Bank plc as lead arrangers for a seven-year
€375 million senior secured term loan. In addition, it negotiated a
five-year £100 million equivalent multicurrency senior secured revolving
credit facility with Credit Suisse, HSBC, Barclays, JP Morgan and BNP Paribas.
This refinanced its existing €25 million and US$28.9 million term loans and
its €35 million and €43.5 million multicurrency revolving credit
facilities and will provide approximately £200 million for general corporate
purposes, including funding the cash element of future mergers, which is
typically one-half of overall consideration. The Company will maintain its
policy of maximum net leverage not exceeding 1.5-2x EBITDA.

Victor Knaap, Wesley ter Haar, Pete Kim, Christopher Martin, Peter Rademaker
and Scott Spirit all joined the S(4)Capital Board as Directors. The
S(4)Capital Board also includes Rupert Faure Walker, Paul Roy, Daniel Pinto,
Sue Prevezer, Elizabeth Buchanan, Naoko Okumoto, Margaret Ma Connolly and
Miles Young.

The Company now has over 6,900 people in 33 countries across the Americas,
Europe, the Middle East and Africa and Asia-Pacific and a current market
capitalisation of approximately £3.8 billion (c.$5.1 billion) and would rank
well inside the FTSE 150. It achieved Unicorn status in a little over one
year, unique in the advertising and marketing services industry. Sir Martin
was CEO of WPP for 33 years, building it from a £1 million "shell" company in
1985 into the world's largest advertising and marketing services company with
a market capitalisation of over £16 billion on the day he left. Today its
market capitalisation is £13 billion, having recently been surpassed by
Publicis for the first time. Prior to that Sir Martin was Group Financial
Director of Saatchi & Saatchi Company Plc for nine years.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  IOEEAEFXFSPFFFA