REG - XLMedia PLC - Tender Offer

XLMediaAnnouncement

11/04/2025 07:00

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RNS Number : 6018E  XLMedia PLC  11 April 2025

11 April
2025
                                For immediate
release

THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR
PUBLICATION, RELEASE OR DISTRIBUTION IN WHOLE OR IN PART IN THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY
OTHER JURISDICTION WHERE ITS RELEASE, PUBLICATION OR DISTRIBUTION IS OR MAY BE
UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN INVITATION TO PARTICIPATE
IN THE TENDER OFFER (AS DEFINED HEREIN) IN OR FROM ANY JURISDICTION IN OR FROM
WHICH, OR TO OR FROM ANY PERSON TO OR FROM WHOM, IT IS UNLAWFUL TO MAKE SUCH
OFFER UNDER APPLICABLE SECURITIES LAWS OR OTHERWISE.

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")

 

Proposed return of up to £11.0 million to shareholders

XLMedia plc (AIM: XLM), a sports and gaming digital media company, announces
that it will shortly be posting a Circular (the "Circular") setting out the
details of a proposed return of capital to Shareholders of up to £11.0
million as a second distribution from the proceeds of the Disposals (the
"Tender Offer"). Following completion of the Tender Offer, the Company does
not expect to make any further distributions of capital to Shareholders prior
to the planned suspension of the Company's Ordinary Shares on AIM, expected on
14 May 2025.

Further to its announcement on 16 December 2024, the Company is seeking to
return up to approximately £11.0 million (circa. $14.3 million) of cash to
Qualifying Shareholders by way of the Tender Offer. The Tender Offer will be
conducted at a fixed price of 11 pence per Ordinary Share (the "Tender
Price"), which represents a premium of approximately 16 per cent. to the
middle market closing price of an Ordinary Share on 10 April 2025 (being the
"Latest Practicable Date") and will be subject to the passing of the Tender
Offer Resolution.

If the maximum number of Ordinary Shares under the Tender Offer is acquired,
this would result in the purchase of approximately 70.90 per cent. of the
Company's current issued share capital. The Tender Offer remains subject to
approval by Shareholders at the General Meeting, to be held at the offices of
Cavendish Capital Markets at One Bartholomew Close, London EC1A 7BL 11.00 a.m.
on 28 April 2025.

The Circular sets out the terms and conditions of the Tender Offer and
explains how Qualifying Shareholders may tender Ordinary Shares, should they
wish to do so. The Circular and this announcement set out the background to
and reasons for the Tender Offer. The Circular will be published on the
Company's website at https://www.xlmedia.com/.

Unless otherwise defined, capitalised terms in this announcement shall have
the meaning set out in the Circular.

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. There can be no certainty
that there will be any further distributions as part of the liquidation
process.

Expected Timetable

 Posting of the Circular                                                       11 April 2025
 Tender Offer opens                                                            11 April 2025
 Latest time and date for receipt of CREST Proxy Instructions for the General  11.00 a.m. on 24 April 2025
 Meeting
 Latest time and date for receipt of Forms of Proxy for the General Meeting    11.00 a.m. on 24 April 2025
 General Meeting                                                               11.00 a.m. on 28 April 2025
 Latest time and date for receipt of Tender Forms or for settlement of TTE     1.00 p.m. on 28 April 2025
 Instructions in respect of the Tender Offer
 Record Date for participation in Tender Offer                                 6.00 p.m. on 28 April 2025
 Result of Tender Offer announced                                              29 April 2025
 CREST accounts settled in respect of unsold tendered Ordinary Shares held in  6 May 2025
 uncertificated form
 Payments through CREST made in respect of Ordinary Shares held in             By 9 May 2025
 uncertificated form successfully tendered
 Cheques despatched in respect of Ordinary Shares held in certificated form    By 9 May 2025
 successfully tendered
 Balancing certificates despatched in respect of unsold tendered Ordinary      by 9 May 2025
 Shares held in certificated form
 Suspension of trading in the Ordinary Shares on AIM                           7.30 a.m. on 14 May 2025

Notes:

1                 Each of the times and dates referred to in
the expected timetable above and elsewhere in this announcement may be
extended or brought forward at the discretion of the Company. If any of the
above times and/or dates change, the revised time(s) and/or date(s) will be
notified to Shareholders by an announcement through a Regulatory Information
Service.

2                 All times referred to in this announcement
are, unless otherwise stated, references to London time.

Background to and reasons for the Tender Offer

The Company announced on 13 November 2024 that it became an AIM Rule 15 Cash
Shell following completion of the North America Disposal which resulted in the
Company divesting substantially all its trading business.

Whilst the Group no longer has any material trading activities, as previously
announced, the Board believes that it was in Shareholders' best interests for
the Company to remain admitted to trading on AIM while it seeks to make
returns to Shareholders of the consideration from both of the Disposals and
settles relevant liabilities, rather than cancelling the admission of shares
trading on AIM at that time. The Board reconfirms that the Company has no
plans to seek to make an acquisition or acquisitions which constitute a
reverse takeover under AIM Rule 14 and that the Company remains solely focused
on winding up its affairs and the orderly distribution to Shareholders of the
available proceeds from the Disposals.

On 20 January 2025, the Group announced the Initial Tender Offer to
shareholders to purchase up to a maximum of 139,130,434 Ordinary Shares (being
approximately 52.98 per cent. of the Company's issued share capital at the
Initial Tender Offer Record Date) at 11.5 pence per share. In total,
121,545,490 Ordinary Shares were validly tendered under the Initial Tender
Offer, representing approximately 46.3 per cent. of the Company's issued share
capital at the Initial Tender Offer Record Date and approximately 87.4 per
cent. of the number of Ordinary Shares available to tender under the Initial
Tender Offer, returning approximately £14.0 million ($17.4 million) to
shareholders. The Ordinary Shares purchased by the Company by the Initial
Tender Offer were subsequently cancelled.

The Group's cash at the end of December 2024 was $35 million. A final payment
of $11.2 million was paid by Gambling.com Group Limited on 1 April 2025,
including a variable component of $3.7 million based on the strong revenue
performance of the assets which formed the Europe Disposal in the remainder of
2024 following their sale.  In addition, a final performance related payment
of $1.0 million is due from Sportradar AG on or around 2 May 2025. No further
payments are due from the Disposals.

Since completion of the Disposals, the Board has focused on finalising the
Group's tax position and other liabilities to determine the maximum amount of
cash that may be appropriately returned to Shareholders.

The Group looked to minimise costs including terminating services no longer
required to support the residual activities and reducing staff numbers
particularly now that it has finished supporting the transitional services
agreements for both Disposals. As at 31 December 2024, staff numbers had been
reduced to 17, with a further 10 staff leaving the business during Q1 2025.

The last remaining material liabilities relate to the settlement of tax in
each jurisdiction in which the Group operates and closing down the Group.

These final tax charges included in these costs will be determined once 2024
tax submissions are completed and agreed and could vary from the estimates
made.  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
these liabilities including an element of contingency. While there is
potential for both upside and down side to these calculations, in its base
case scenario, the Board does not expect there to be more than approximately
10p per Ordinary Share of returnable cash value remaining in the Company
assuming full take up of the Tender Offer. Further returns, if any, will
follow settlement of the Company's liabilities as part of the liquidation
process.

Based on these calculations, the Board has resolved to make a distribution of
up to £11.0 million to Shareholders by way of the Tender Offer.  To the
extent that any amounts remain in the Group in excess of the amounts required
to satisfy creditors and the cost of liquidating the Group, these are expected
to be returned to Shareholders through the liquidation process.

The Board considers that the Tender Offer is the most suitable way of
returning capital to Shareholders in a quick and efficient manner, taking into
account the relative costs, complexity and timeframes of other possible
methods, as well as the likely tax treatment for and equality of treatment of
Shareholders.

The purpose of this document is to provide you with the terms and conditions
relating to the Tender Offer and explain how you may tender some or all of
your Ordinary Shares in the Tender Offer, should you wish to do so.

The Tender Offer

Overview

The key points of the Tender Offer are as follows:

·    the Tender Offer will be restricted to 100,000,000 Ordinary Shares,
representing approximately 70.90 per cent. of the Ordinary Shares in issue on
the Record Date;

·    each Qualifying Shareholder will be entitled to tender up to 70.90
per cent. of their holding (rounded down to the nearest whole number of
Ordinary Shares), with such tenders being satisfied in full ("Tender
Entitlement");

·    Qualifying Shareholders are permitted to tender Ordinary Shares in
excess of their Tender Entitlement ("Excess Tenders"). Excess Tenders will
only be accepted to the extent that other Qualifying Shareholders tender less
than their Tender Entitlement or do not tender any Ordinary Shares. Excess
Tenders will be satisfied on a pro rata basis to the Qualifying Shareholder's
current holding of Ordinary Shares; and

·    the Tender Price will be fixed at 11 pence per Share which represents
a premium of approximately 16 per cent. to the middle market closing price of
an Ordinary Share on 10 April 2025, the latest practicable day before the
printing of this document.

Structure of the Tender Offer

The Tender Offer will be implemented on the basis of Cavendish acquiring, as
principal, the successfully tendered Ordinary Shares at the Tender Price. The
Company will purchase such Ordinary Shares from Cavendish at the same price
under the Repurchase Agreement. The Company will cancel the Ordinary Shares
purchased by it under the Repurchase Agreement.

Up to 100,000,000 Ordinary Shares will be purchased under the Tender Offer,
representing approximately 70.90 per cent. of the Company's current issued
share capital, for a maximum aggregate consideration of £11.0 million. The
Tender Offer is conditional on, among other things, the passing of the Tender
Offer Resolution at the General Meeting and the conditions set out in
paragraph 2.1 of Part 3 of the Circular.

Qualifying Shareholders can decide whether they want to tender all, some or
none of their entitlement of Ordinary Shares in the Tender Offer under their
Tender Entitlement, which will be approximately 70.90 per cent. of their
holding. In addition, Qualifying Shareholders may submit Excess Tenders, which
Cavendish may purchase depending on the number of Ordinary Shares tendered by
other Shareholders.

Excess Tenders will only be accepted to the extent that other Qualifying
Shareholders tender less than their Tender Entitlement or do not tender any of
their Ordinary Shares.  Excess Tenders will be satisfied on a pro rata basis
to the Qualifying Shareholder's current holding of Ordinary Shares.  All
Ordinary Shares validly tendered by any Qualifying Shareholder up to their
Tender Entitlement will be accepted in full.

The Tender Offer is being made available to all Qualifying Shareholders on the
Register on the Record Date. The Tender Offer will close at 1.00 p.m. on 28
April 2025 and tenders received after that time will not be accepted (unless
the Tender Offer is extended).

 

The Tender Price

A Tender Price of 11 pence per Ordinary Share will be applied to all Ordinary
Shares purchased by Cavendish pursuant to the Tender Offer. The Tender Price
will allow Cavendish to purchase the maximum number of Ordinary Shares for a
total cost not exceeding approximately £11 million or, if the aggregate price
of all Ordinary Shares validly tendered by Qualifying Shareholders is less
than approximately £11 million, all of the Ordinary Shares validly tendered
pursuant to the Tender Offer.

 

Number of Ordinary Shares to be purchased

Under the Tender Offer, each Qualifying Shareholder is entitled to tender up
to 70.90 per cent. of their shareholding to be purchased by Cavendish at the
Tender Price (being their Tender Entitlement). Each Qualifying Shareholder's
Tender Entitlement will be calculated by the Receiving Agent as at the Record
Date by reference to the Qualifying Shareholder's holding of Ordinary Shares
as at that date.

Provided that the conditions in paragraph 2.1 of Part 3 of the Circular are
met, if the aggregate value at the Tender Price of all validly tendered
Ordinary Shares is less than approximately £11.0 million, then all Ordinary
Shares validly tendered up to each Qualifying Shareholder's Tender Entitlement
will be purchased at the Tender Price.

For the avoidance of doubt, the number of Ordinary Shares to be purchased in
the Tender Offer will not, in any event, exceed 100,000,000 Ordinary Shares.
Once lodged (in the case of a Tender Form for certificated Shareholders only)
or settled (in the case of a TTE Instruction for CREST Shareholders only) such
tender shall be irrevocable. Ordinary Shares will be purchased pursuant to the
Tender Offer on or around 9 May 2025. Successfully tendered Ordinary Shares
will be purchased free of commission and dealing charges. Any Ordinary Shares
repurchased by the Company from Cavendish following the purchase by Cavendish
will be cancelled. Any rights of Shareholders who do not tender their Ordinary
Shares will be unaffected. Subject to any applicable rules and regulations,
the Company reserves the right at any time prior to the announcement of the
results of the Tender Offer, and with the prior consent of Cavendish, to
extend the period during which the Tender Offer is open, based on market
conditions and/or other factors.

Shareholders should note that, once tendered, Ordinary Shares may not be sold,
transferred, charged or otherwise disposed of other than in accordance with
the Tender Offer.

Shareholders who are in any doubt as to the contents of this document or as to
the action to be taken should immediately consult their stockbroker, bank
manager, solicitor, accountant or other independent financial adviser
authorised under FSMA.

Tender Entitlement

Ordinary Shares tendered under the Tender Offer in respect of up to 70.90 per
cent. of each registered holding of Ordinary Shares of every Qualifying
Shareholder on the Record Date will be accepted in full at the Tender Price
and will not be scaled down, provided that such Ordinary Shares are validly
tendered. This percentage is known as the Tender Entitlement.

Tenders of Ordinary Shares in excess of the Tender Entitlement

If the total number of Ordinary Shares validly tendered by all Qualifying
Shareholders equates to a number greater than 100,000,000 Ordinary Shares,
tenders will be accepted in the order set out below:

·    all Ordinary Shares validly tendered by any Qualifying Shareholder up
to their Tender Entitlement will be accepted in full; and

·    all Ordinary Shares validly tendered by Qualifying Shareholders in
excess of their Tender Entitlements will be satisfied as nearly as possible
pro rata to the Qualifying Shareholder's current holding of Ordinary Shares.
The number of Ordinary Shares to be purchased in the Tender Offer will not, in
any event, exceed 100,000,000 Ordinary Shares.

Circumstances in which the Tender Offer may not proceed

The Tender Offer is conditional on the passing of the Tender Offer Resolution
at the General Meeting and the other conditions specified in paragraph 2.1 of
Part 3 of the Circular, which include approval by the directors of the Company
of the repurchase of Ordinary Shares pursuant to the Tender Offer making a
statement in the form specified in Article 55(9) of the Law and no material
adverse change or certain other force majeure events arising prior to the
closing of the Tender Offer. Full terms and conditions of the Tender Offer are
set out in Part 3 of the Circular, which Shareholders are recommended to read
in full.

Settlement

Subject to the Tender Offer becoming unconditional and the acquisition of the
Ordinary Shares pursuant to the Tender Offer by Cavendish, payment of the
Tender Price due to Qualifying Shareholders whose tenders under the Tender
Offer have been accepted will be made (a) by a Sterling cheque (for
certificated Shareholders only), expected to be despatched on or before 9 May
2025; or (b) by a CREST payment (for CREST Shareholders only), expected to be
made on or before 9 May 2025, as appropriate.

If any tendered Ordinary Shares are not purchased because of an invalid
tender, the termination of the Tender Offer or otherwise, relevant share
certificate(s) and/or other documents of title, if any, will be returned or
sent as promptly as practicable, without expense to, but at the risk of, the
relevant tendering Qualifying Shareholder, or in the case of Ordinary Shares
held in uncertificated form (that is, in CREST), the Receiving Agent will
provide instructions to Euroclear to transfer all Ordinary Shares held in
escrow balances by TFE Instruction to the original available balances from
which those Ordinary Shares came.

Authority to make market purchases of own shares

The Notice of General Meeting sets out the Tender Offer Resolution to
authorise the Company to buy back up to a maximum of 100,000,000 Ordinary
Shares, representing approximately 70.90 per cent of the issued share capital
of the Company,  pursuant to (and solely in relation to) the Tender Offer.

The Tender Offer Resolution is a special resolution. In order to be passed,
the Tender Offer Resolution will require the approval of Shareholders
representing at least 66.6 per cent. of the votes cast at the General Meeting.

Repurchase Agreement

Under the Repurchase Agreement, the parties have agreed that, subject to,
amongst other things, the sum of £11 million (equal to the Tender Price
multiplied by the maximum number of Ordinary Shares that could be repurchased
under the Tender Offer) being received by Cavendish (or its custodian) by no
later than 5.00 p.m. on 1 May 2025 (or such later time and/or date as may be
agreed by Cavendish and the Company) and the Tender Offer becoming
unconditional in all respects and not lapsing or terminating in accordance
with its terms, Cavendish shall, as principal, purchase, "on exchange", at the
Tender Price, Ordinary Shares successfully tendered to it, up to a maximum
aggregate value, at the Tender Price, of £11 million.

The Company has agreed that, immediately following the purchase by Cavendish
of all Ordinary Shares which it has agreed to purchase as principal under the
terms of the Tender Offer, the Company will purchase from Cavendish all such
Ordinary Shares at a price per Ordinary Share equal to the Tender Price. All
transactions will be carried out on the London Stock Exchange.

Under the Repurchase Agreement, the Company has agreed to cancel any Ordinary
Shares purchased by it under the Tender Offer. The Repurchase Agreement
contains certain warranties from Cavendish in favour of the Company concerning
its authority to enter into the Repurchase Agreement and to make the purchase
of Ordinary Shares pursuant thereto. The Repurchase Agreement also contains
warranties and undertakings from the Company in favour of Cavendish and
incorporates an indemnity in favour of Cavendish in respect of any liability
which it may suffer in relation to the performance of its obligations under
the Tender Offer.

Overseas Shareholders

The availability of the Tender Offer to Shareholders who are not resident in
the United Kingdom may be affected by the laws of the relevant jurisdiction in
which they are located. Persons who are not resident in the United Kingdom
should read paragraph 6 ("Overseas Shareholders") in Part 3 of the Circular
and should inform themselves about, and observe, any applicable legal or
regulatory requirements.

In particular, the Tender Offer is not being made in the United States and is
not being made, directly or indirectly, in or into, or by use of the mails,
any means or instrumentality (including, without limitation, facsimile
transmission, email, other electronic transmission or telephone) of interstate
or foreign commerce or any facility of a national, state or other securities
exchange, of the United States or any other Restricted Jurisdiction and the
Tender Offer cannot be accepted by any such use, means, instrumentality,
facility or otherwise from within the United States or any other Restricted
Jurisdiction.

Copies of this announcement and formal documentation relating to the Tender
Offer must not be forwarded or transmitted to or in the United States, any
other Restricted Jurisdiction or any other jurisdiction outside the United
Kingdom where to do so may violate any legal or regulatory requirement.

Taxation

Qualifying Shareholders should be aware that there may be tax considerations
that they should take into account when deciding whether or not and/or the
extent to which to participate in the Tender Offer. A summary of the taxation
consequences of the Tender Offer for UK resident Shareholders is set out in
the Circular. It should be noted that this tax summary is merely a guide to
current tax law and practice in the UK. Shareholders are advised to consult
their own professional advisers regarding their own tax position.

Notification of interests

Under chapter 5.1.2 of the Disclosure Guidance and Transparency Rules ("DTR"),
certain Shareholders are required to notify the Company of the percentage of
voting rights they hold as Shareholders or through their direct or indirect
holding of financial instruments within the limits referred to in the DTR.
Following any purchase by the Company of Ordinary Shares from Cavendish
pursuant to the Repurchase Agreement, the percentage of voting rights held by
a Shareholder may change. Such a change in the percentage of voting rights
held by a Shareholder may give rise to an obligation on the Shareholder to
notify the Company as soon as possible, but not later than two trading days,
after becoming aware or being deemed to have become aware of such change. If
Shareholders are in any doubt as to whether they should notify the Company or
as to the form of that notification, they should consult their solicitor or
other professional adviser.

Action to be taken

General Meeting

Whether or not you intend to attend the General Meeting in person, you are
encouraged to submit a proxy vote online.

Shareholders can appoint a proxy electronically via the Investor Centre app or
via the web browser at https://uk.investorcentre.mpms.mufg.com/ so that the
instruction is received by MUFG Corporate Markets by not later than 11.00 a.m.
on 24 April 2025. CREST members can also appoint proxies by using the CREST
electronic proxy appointment service and transmitting a CREST Proxy
Instruction in accordance with the procedures set out in the CREST Manual so
that it is received by MUFG Corporate Markets (under CREST ID: RA10) by not
later than 11.00 a.m. on 24 April 2025. The time of receipt will be taken to
be the time from which MUFG Corporate Markets is able to retrieve the message
by enquiry to CREST in the manner prescribed by CREST.

If you are in any doubt as to the action you should take, you are recommended
to seek your own independent advice.

Tender Offer

Only Qualifying Shareholders whose names appeared on the Register on the
Record Date are able to participate in the Tender Offer in respect of the
Ordinary Shares held as at that date. Qualifying Shareholders who hold
Ordinary Shares in certificated form who have acquired Ordinary Shares in the
period between the date of this announcement and the Record Date can obtain a
Tender Form by contacting the Receiving Agent as set out in the Circular.

(a) Ordinary Shares held in certificated form

Qualifying Shareholders who hold Ordinary Shares in certificated form and who
wish to participate in the Tender Offer should follow the instructions on the
Tender Form provided to them and return it to the Receiving Agent to arrive by
no later than 1.00 p.m. on 28 April 2025. Qualifying Shareholders who hold
their Ordinary Shares in certificated form should also send their original
valid share certificate(s) in respect of the Ordinary Shares tendered with
their Tender Form.

(b) Ordinary Shares held in uncertificated form

Qualifying Shareholders who hold their Ordinary Shares in uncertificated form
(that is, in CREST) and who wish to participate in the Tender Offer should
tender electronically through CREST so that the TTE Instruction settles no
later than 1.00 p.m. on 28 April 2025.

Further details of the procedures for tendering and settlement are set out in
Part 3 of the Circular.

Shareholders who do not wish to participate in the Tender Offer should not
complete the Tender Form and should not make or arrange for a TTE Instruction.

General

Any repurchase of Ordinary Shares pursuant to the Repurchase Agreement will be
financed solely from the Company's existing cash resources. No borrowings will
be incurred by the Company in respect of any repurchase of Ordinary Shares
pursuant to the Repurchase Agreement.

As at the Latest Practicable Date, the issued share capital of the Company
carrying voting rights was 141,040,915 Ordinary Shares. Cavendish has given
and has not withdrawn its consent to the inclusion of its name in the
Circular.

If you choose not to tender your Ordinary Shares under the Tender Offer, your
holding will be unaffected, save for the fact that, assuming the successful
completion of the Tender Offer and subsequent repurchase of Ordinary Shares by
the Company, you will end up holding a greater percentage of the issued share
capital of the Company than you did before the Tender Offer as there will be
fewer Ordinary Shares in issue after completion of the Tender Offer and
subsequent repurchase of Ordinary Shares.

Trading in the Ordinary Shares in the Company is expected to be suspended on
14 May 2025 which will mean there is no quoted price and the suspension will
materially impact the ability to transfer your holdings. The Company will not
make a further distribution of capital to Shareholders prior to the suspension
of trading of the Ordinary Shares on AIM other than the Tender Offer.

Subject to the final assessment of the Group's tax position and other
liabilities, there may be further distributions of capital to Shareholders as
part of the liquidation process, but there can be no certainty as to the
quantum, timing and tax treatment of any such further distribution.

Irrevocable undertakings

The Company has received an irrevocable undertaking to tender Ordinary Shares
under the Tender Offer in respect of 34,549,623 Ordinary Shares, representing
approximately 24.5 per cent. of the current issued Ordinary Shares, from
Premier Investissement SAS ("Premier"). Along with other Qualifying
Shareholders, Premier is permitted to submit an Excess Tender which will be
scaled back pro rata to Premier's existing holding of Ordinary Shares in line
with all other Qualifying Shareholders.

Related party transaction

The undertaking to participate in the Tender Offer by Premier constitutes a
related party transaction under AIM Rule 13. Premier is a substantial
shareholder of the Company as defined in the AIM Rules for Companies. The
independent Directors consider that, having consulted with the Company's
nominated adviser, Cavendish, the terms of their participation in the Tender
Offer are fair and reasonable insofar as Shareholders are concerned.

 

Issued Ordinary Shares following the Tender Offer

Assuming that the maximum number of Ordinary Shares under the Tender Offer are
bought back by the Company and cancelled, the Company's issued share capital
will be reduced by 100,000,000 Ordinary Shares to 41,040,915 Ordinary Shares.
An announcement setting out the Company's new issued share capital for the
purposes of making DTR 5.1.2 notifications will be made following any purchase
by the Company of Ordinary Shares from Cavendish in relation to the Tender
Offer.

Recommendation

The Board considers the Tender Offer Resolution to be in the best interests of
Shareholders as a whole. Accordingly, the Board recommends that Shareholders
vote in favour of the Tender Offer Resolution to be proposed at the General
Meeting, as the Directors intend to do for their respective individual
beneficial holdings of, in aggregate, 3,920,983 Ordinary Shares, representing
approximately 2.78 per cent. of the Company's issued share capital as at the
Latest Practicable Date.

David King, Julie Markey, Marcus Rich and Ory Weihs, being the only Directors
who hold Ordinary Shares and are not resident in a Restricted Jurisdiction,
intend to tender their full holding of Ordinary Shares in the Tender Offer. In
line with all other Qualifying Shareholders, any Ordinary Shares tendered by
the Directors in excess of their Tender Entitlement will be scaled back pro
rata to their existing holdings of Ordinary Shares.

The Directors are making no recommendation to Qualifying Shareholders in
relation to participation in the Tender Offer itself.

If you are in any doubt as to the action you should take, you are recommended
to seek your own independent advice.

For further information, please contact:

 XLMedia plc                                                           ir@xlmedia.com

 David King, Chief Executive Officer

 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.

Forward Looking Statements

This announcement contains forward-looking statements. Forward-looking
statements are neither historical facts nor assurances of future performance.
They are based only on our current beliefs, expectations and assumptions
regarding the future of our business, future plans and strategies,
projections, anticipated events and trends, the economy and other future
conditions. Because forward-looking statements relate to the future, they are
subject to inherent uncertainties, risks and changes in circumstances that are
difficult to predict and many of which are outside of our control. Our actual
results and financial condition may differ materially from those indicated in
the forward-looking statements. Therefore, you should not rely on any of these
forward-looking statements.

 

 

 

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