REG - XLMedia PLC - Results of Tender Offer

XLMediaAnnouncement

Tue 13:15

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RNS Number : 6657G  XLMedia PLC  29 April 2025

29 April 2025
 
For immediate release

This release contains inside information within the meaning of Article 7(1) of
the EU Market Abuse Regulation (2014/596/EU), or EU MAR, and of the UK version
of EU MAR as it forms part of UK law by virtue of the European Union
(Withdrawal) Act (as amended).

 

XLMedia PLC

("XLMedia", the "Group", or the "Company")

 

Results of Tender Offer

 

XLMedia plc (AIM: XLM), announces the results of the Tender Offer set out in
the circular published by the Company on 11 April 2025 (the "Circular"), which
closed at 1.00 p.m. on 28 April 2025. The Tender Price was 11.0 pence per
Share.

Results of Tender Offer

The Company offered to purchase up to a maximum of 100,000,000 Ordinary Shares
(being approximately 70.90 per cent. of the Company's existing issued share
capital) under the Tender Offer. In total, 83,987,905 Ordinary Shares were
validly tendered under the Tender Offer through Qualifying Shareholders'
Tender Entitlements as well as excess applications received in respect of
16,012,095 Ordinary Shares through Excess Tenders. As such, the total number
of Ordinary Shares being acquired by the Company is the maximum of
100,000,000. All valid tenders were satisfied in full pursuant to their Tender
Entitlement (rounded down to the nearest whole number of Ordinary Shares) and
excess applications were satisfied based on a percentage proportion of the
Total Excess tenders received.

It is expected that cheques will be despatched and CREST accounts will be
credited with proceeds in respect of successfully tendered shares on or before
9 May 2025.

The 100,000,000 Ordinary Shares tendered under the Tender Offer will be
repurchased by the Company under the Repurchase Agreement and cancelled.

The ordinary issued share capital of the Company following the purchase will
be 41,040,915 (with no ordinary shares held in treasury). The total voting
rights in the Company following the purchase and cancellation will be
41,040,915.

The figure of 41,040,915 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.

The Company wishes to remind Shareholders however that the Company is an AIM
Rule 15 Cash Shell with no material trading business, activities and assets
other than the remaining cash proceeds from the Disposals. The Company is now
focused on the orderly wind up of its affairs (including its subsidiaries) to
enable the orderly distribution to Shareholders of the available proceeds from
the Disposals via the Tender Offer. Following the repurchase of 121,545,490
Ordinary Shares for approximately £14 million in cash under the Initial
Tender Offer, and after completion of the Tender Offer, the Company will not
make a further distribution of capital to Shareholders prior to suspension of
its Ordinary Shares on AIM, expected on 14 May 2025.

The Directors have looked at the potential scenarios and taken advice to
retain a certain amount of cash from the proceeds of the Disposals to meet its
liabilities including an element of contingency. While there is potential for
both upside and down side to these calculations, in its base case scenario
reflecting the remaining shares in issue following the Tender Offer, the Board
remains of the opinion that it does not expect there to be more than
approximately 10p per Ordinary Share of returnable cash value remaining in the
Company. However, shareholders should note that there can be no certainty that
there will be any further distributions as part of the liquidation process.

Terms used in this announcement have the same meaning as in the Circular. The
Circular can be viewed on, and downloaded from, the Company's website at
https://www.xlmedia.com/investors/tender-offer/
(https://www.xlmedia.com/investors/tender-offer/)

For further information, please contact:

 XLMedia plc                                                            ir@xlmedia.com

 David King, Chief Executive Officer

 Peter McCall, Director and Company Secretary

 www.xlmedia.com (http://www.xlmedia.com)

 Cavendish Capital Markets Limited (Nomad and Broker)                  Tel: 020 7220 0500

 Giles Balleny / Callum Davidson / Hamish Waller (Corporate Finance)

 Charlie Combe (Corporate Broking)

 www.cavendish.com (http://www.cavendish.com)

About XLMedia

XLMedia (AIM: XLM) has recently disposed of its sports and gaming digital
media operations.

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