REG - Zinc Media Group PLC - Result of Fundraise and Posting of Circular

Zinc MediaAnnouncement

03/08/2022 16:30

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RNS Number : 8295U  Zinc Media Group PLC  03 August 2022

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, NEW ZEALAND,
CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE
THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY
PERSON TO PURCHASE AND/OR SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES IN ZINC MEDIA GROUP PLC OR ANY OTHER ENTITY IN ANY JURISDICTION.
NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE
BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN
RESPECT OF ZINC MEDIA GROUP PLC.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
EU REGULATION 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018) ("UK MAR"). IN ADDITION, MARKET
SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE
MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS
BECAME AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY UK MAR.  UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO
BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN
POSSESSION OF INSIDE INFORMATION.

 

3 August 2022

 

Zinc Media Group plc

("Zinc" or the "Company")

Result of Placing and Retail Offer, Posting of Circular

and

Notice of General Meeting

The Board of Zinc Media Group plc (AIM: ZIN), is pleased to confirm, further
to the announcements made at 7.00 a.m. (the "Launch Announcement") and 7.01
a.m. today, the successful completion of the Fundraise at the Issue Price of
100 pence per share.

The Fundraise has conditionally raised aggregate gross proceeds of
approximately £5.0 million pursuant to the placing of 5,000,000 Placing
Shares and subscription for 37,059 Retail Shares.  Following completion of
the Acquisition, the Placing and the Retail Offer, the Company's issued share
capital will comprise 21,777,978 Ordinary Shares. The Placing Shares and
Retail Shares will represent approximately 23.1 per cent. of the Enlarged
Share Capital.

Singer Capital Markets acted as sole bookrunner in connection with the
Placing. The Placing was conducted by way of an accelerated book build
process.

Following the deduction of associated fees and expenses, the net proceeds
receivable by the Company will be used to principally to finance the initial
cash consideration due in respect of the Acquisition, together with associated
transaction costs, totalling approximately £2.5 million, and to provide
additional growth capital for the Enlarged Group.

 

Capitalised terms used in this announcement (this "Announcement") have the
meanings given to them in the Launch Announcement, unless the context provides
otherwise.

Mark Browning, Chief Executive Officer of Zinc Media Group plc, commented:

"This placing demonstrates the fantastic shareholder support for Zinc's
strategy to build a content creating group of scale in the public market. The
acquisition we've announced today is an excellent deal for the employees,
shareholders and clients of Zinc and The Edge. Our ambitions and culture are
aligned and the combined creative and commercial firepower of the enlarged
group is exciting and provides significant growth potential."

Related Party Transactions

All the Directors of the Company have agreed to subscribe for, in aggregate
85,000 Placing Shares at the Issue Price. The number of Placing Shares
conditionally subscribed for by each of the Directors pursuant to the Placing,
and their resulting shareholdings on Admission are set out below:

 Director                   Number of Existing Ordinary Shares  Number of Placing Shares subscribed for in the Placing  Number of Ordinary Shares held  Percentage of Enlarged

on Admission
Share Capital on Admission
 Christopher Satterthwaite   125,364                            15,000                                                  140,364                         0.64%
 Mark Browning               194,618                            30,000                                                  224,618                         1.03%
 Will Sawyer                 74,138                             15,000                                                  89,138                          0.41%
 Andrew Garard               41,666                             15,000                                                  56,666                          0.26%
 Nicholas Taylor             13,889                             10,000                                                  23,889                          0.11%

Herald Investment Management ("Herald"), a substantial shareholder of the
Company (as defined in the AIM Rules), has conditionally subscribed for
1,977,208 Placing Shares at the Issue Price.

The participations of the Directors and Herald each constitute related party
transactions under Rule 13 of the AIM Rules. As all of the Directors are
participating in the Placing, Singer Capital Markets Advisory LLP, acting in
its capacity as the Company's nominated adviser, having consulted with the
Directors, consider that the terms of the participation by the Directors and
Herald in the Placing are fair and reasonable insofar as the Company's
Shareholders are concerned.

Notice of General Meeting and posting of Circular

The issue of the New Ordinary Shares is conditional upon, among other things,
the Resolutions being duly passed by Shareholders at the General Meeting. The
General Meeting will be held at the offices of Singer Capital Markets, 1
Bartholomew Lane, London, EC2N 2AX at 11.00 a.m. on 22 August 2022 and the
Circular, containing the Notice of General Meeting, will be posted on 4 August
2022 and will be available on the Company's website at www.zincmedia.com
(http://www.zincmedia.com)

Admission, Settlement and Dealings

Application will be made for Admission of the New Ordinary Shares. Subject to,
amongst other things, the passing of the Resolutions, settlement of the New
Ordinary Shares and Admission are expected to take place at 8.00 a.m. on or
around 23 August 2022. In addition to the passing of the Resolutions, the
Placing and Retail Offer are conditional upon, among other things, Admission
becoming effective and the Placing Agreement not being terminated in
accordance with its terms.

The Placing Shares and the Retail Offer Shares, when issued, will be fully
paid and will rank pari passu in all respects with the Existing Ordinary
Shares, including the right to receive all dividends and other distributions
declared, made or paid after the date of issue.

Total Voting Rights

Following Admission, the Company's issued and fully paid share capital will
consist of 21,777,978 Ordinary Shares, all of which carry one voting right per
share. The Company does not hold any Ordinary Shares in treasury. Therefore,
the total number of ordinary shares and voting rights in the Company will be
21,777,978. With effect from Admission, this figure 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.

This Announcement should be read in its entirety.  In particular, you should
read and understand the information provided in the "Important Notices"
section of this Announcement.

Enquiries:

 Zinc Media Group plc                                      +44 (0) 20 7878 2311

 www.zincmedia.com

 Mark Browning (Chief Executive Officer)

 Will Sawyer (Chief Financial Officer)

 Singer Capital Markets Securities Limited (Broker)        +44 (0) 207 496 3000

 Singer Capital Markets Advisory LLP (Nominated Adviser)

 Mark Taylor / George Tzimas / Alex Emslie

 

 

IMPORTANT NOTICES

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT
HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT PERSONS WHOSE
ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING
OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND
WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE:
(1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED
INVESTORS AS DEFINED IN ARTICLE 2(e) OF REGULATION (EU) 2017/1129 (THE "EU
PROSPECTUS REGULATION"); (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS
DEFINED IN ARTICLE 2(e) OF REGULATION (EU) 2017/1129 AS IT FORMS PART OF
UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT
2018 (THE "UK PROSPECTUS REGULATION"); WHO (A) FALL WITHIN ARTICLE 19(5) OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005,
AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE
49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.)
OF THE ORDER; AND (3) OTHERWISE, PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO
COMMUNICATE IT TO (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").

THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON
BY PERSONS WHO ARE NOT RELEVANT PERSONS.  PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.  ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS.  THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN ZINC MEDIA GROUP PLC.

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED
STATES. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE
UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS,
ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (THE "UNITED
STATES" OR THE "US") EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES.  THE PLACING SHARES ARE BEING OFFERED AND
SOLD ONLY OUTSIDE OF THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE
MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND
OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS.

The distribution of this Announcement in certain jurisdictions may be
restricted by law.  No action has been taken by Zinc, Singer CM or any of
their respective affiliates, agents, directors, officers, consultants,
partners or employees ("Representatives") that would permit an offer of the
securities or possession or distribution of this Announcement or any other
offering or publicity material relating to such Shares in any jurisdiction
where action for that purpose is required.  Persons into whose possession
this Announcement comes are required by Zinc and Singer CM to inform
themselves about and to observe any such restrictions.

This Announcement or any part of it is for information purposes only and does
not constitute or form part of any offer to issue or sell, or the solicitation
of an offer to acquire, purchase or subscribe for, any securities in the
United States, Australia, Canada, the Republic of South Africa or Japan or any
other jurisdiction in which the same would be unlawful.  No public offering
of securities is being made in any such jurisdiction.

All offers of the Placing Shares and the Retail Offer Shares in the United
Kingdom or the EEA will be made pursuant to an exemption from the requirement
to produce a prospectus under the UK Prospectus Regulation or the EU
Prospectus Regulation, as appropriate.  In the United Kingdom, this
Announcement is being directed solely at persons in circumstances in which
section 21(1) of the Financial Services and Markets Act 2000 (as amended)
("FSMA") does not require the approval of the relevant communication by an
authorised person.

Persons (including, without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of this
Announcement should seek appropriate advice before taking any such action.

By participating in the Bookbuilding Process and the Placing, each person who
is invited to and who chooses to participate in the Placing (a "Placee") by
making an oral, electronic or written and legally binding offer to acquire
Placing Shares will be deemed to have read and understood this Announcement in
its entirety, to be participating, making an offer and acquiring Placing
Shares on the terms and conditions contained herein and to be providing the
representations, warranties, indemnities, acknowledgements and undertakings
contained in the Appendix.  Members of the public are not eligible to take
part in the Placing and no public offering of Placing Shares is being or will
be made.

This Announcement may contain, or may be deemed to contain, "forward-looking
statements" with respect to certain of Zinc's plans and its current goals and
expectations relating to its future financial condition, performance,
strategic initiatives, objectives and results.  Forward-looking statements
sometimes use words such as "aim", "anticipate", "target", "expect",
"estimate", "intend", "plan", "goal", "believe", "seek", "may", "could",
"outlook" or other words of similar meaning.  By their nature, all
forward-looking statements involve risk and uncertainty because they speak
only as at the date of this Announcement and relate to future events and
circumstances which are beyond the control of Zinc, including amongst other
things, United Kingdom domestic and global economic business conditions,
market-related risks such as fluctuations in interest rates and exchange
rates, the policies and actions of governmental and regulatory authorities,
the effect of competition, inflation, deflation, the timing effect and other
uncertainties of future acquisitions or combinations within relevant
industries, the effect of tax and other legislation and other regulations in
the jurisdictions in which Zinc and its affiliates operate, the effect of
volatility in the equity, capital and credit markets on Zinc's profitability
and ability to access capital and credit, a decline in Zinc's credit ratings;
the effect of operational risks; and the loss of key personnel.  As a result,
the actual future financial condition, performance and results of Zinc may
differ materially from the plans, goals and expectations set forth in any
forward-looking statements.  Any forward-looking statements made in this
Announcement by or on behalf of Zinc speak only as of the date they are
made.  Except as required by applicable law or regulation, Zinc expressly
disclaims any obligation or undertaking to publish any updates or revisions to
any forward-looking statements contained in this Announcement to reflect any
changes in Zinc's expectations with regard thereto or any changes in events,
conditions or circumstances on which any such statement is based.  Given
those risks and uncertainties, prospective investors are cautioned not to
place undue reliance on forward-looking statements.

Singer Capital Markets Securities Limited and Singer Capital Markets Advisory
LLP are each authorised and regulated by the Financial Conduct Authority (the
"FCA") in the United Kingdom and are acting exclusively for Zinc and no one
else in connection with the Bookbuilding Process and the Fundraise, and
neither will be responsible to anyone (including any Placees) other than Zinc
for providing the protections afforded to their clients or for providing
advice in relation to the Bookbuilding Process or the Fundraise or any other
matters referred to in this Announcement.

No representation or warranty, express or implied, is or will be made as to,
or in relation to, and no responsibility or liability is or will be accepted
by Singer CM or by any of its Representatives as to, or in relation to, the
accuracy or completeness of this Announcement or any other written or oral
information made available to or publicly available to any interested party or
its advisers, and any liability therefor is expressly disclaimed.

No statement in this Announcement is intended to be a profit forecast or
estimate, and no statement in this Announcement should be interpreted to mean
that earnings per share of Zinc for the current or future financial years
would necessarily match or exceed the historical published earnings per share
of Zinc.

The price of shares and any income expected from them is not guarantee and may
go down as well as up and investors may not get back the full amount
originally invested upon disposal of the shares.  Past performance is not a
reliable indicator of future performance, and persons needing advice should
consult an independent financial adviser.

The Placing Shares to be issued or sold pursuant to the Placing will not be
admitted to trading on any stock exchange other than the AIM market of the
London Stock Exchange.

Neither the content of Zinc's website nor any website accessible by hyperlinks
on Zinc's website is incorporated in, or forms part of, this Announcement.

Information to Distributors

UK product governance

Solely for the purposes of the product governance requirements contained
within of Chapter 3 of the FCA Handbook Production Intervention and Product
Governance Sourcebook (the "UK Product Governance Requirements"), and
disclaiming all and any liability, whether arising in tort, contract or
otherwise, which any "manufacturer" (for the purposes of the UK Product
Governance Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has determined
that such securities are: (i) compatible with an end target market of
investors who meet the criteria of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each as defined
in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii)
eligible for distribution through all distribution channels (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
distributors (for the purposes of UK Product Governance Requirements) should
note that: (a) the price of the Placing Shares may decline and investors could
lose all or part of their investment; (b) the Placing Shares offer no
guaranteed income and no capital protection; and (c) an investment in the
Placing Shares compatible only with investors who do not need a guaranteed
income or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources to be able
to bear any losses that may result therefrom.  The Target Market Assessment
is without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.  Furthermore, it
is noted that, notwithstanding the Target Market Assessment, Singer CM will
only procure investors who meet the criteria of professional clients and
eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business
Sourcebook; or (b) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with respect to
the Placing Shares.

Each distributor is responsible for undertaking its own Target Market
Assessment in respect of the Placing Shares and determining appropriate
distribution channels.

EEA product governance

Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures in
the European Economic Area (together, the "MiFID II Product Governance
Requirements"), and disclaiming all and any liability, whether arising in
tort, contract or otherwise, which any "manufacturer" (for the purposes of the
MiFID II Product Governance Requirements) may otherwise have with respect
thereto, the Placing Shares have been subject to a product approval process,
which has determined that the Placing Shares are: (i) compatible with an end
target market of (a) retail investors, (b) investors who meet the criteria of
professional clients and (c) eligible counterparties, each as defined in MiFID
II; and (ii) eligible for distribution through all distribution channels as
are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding
the Target Market Assessment, distributors should note that: the price of the
Placing Shares may decline and investors could lose all or part of their
investment; the Placing Shares offer no guaranteed income and no capital
protection; and an investment in the Placing Shares is compatible only with
investors who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses that may
result therefrom. The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling restrictions in
relation to the Placing.  Furthermore, it is noted that, notwithstanding the
Target Market Assessment, Singer CM will only procure investors who meet the
criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of MiFID
II; or (b) a recommendation to any investor or group of investors to invest
in, or purchase, or take any other action whatsoever with respect to the
Placing Shares.

Each distributor is responsible for undertaking its own Target Market
Assessment in respect of the Placing Shares and determining appropriate
distribution channels.

 

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