REG - Zinc Media Group PLC - REX Retail Offer

Zinc MediaAnnouncement

03/08/2022 07:15

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RNS Number : 6975U  Zinc Media Group PLC  03 August 2022

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA, CANADA, THE
REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND OR JAPAN, OR ANY MEMBER
STATE OF THE EEA, OR ANY OTHER JURISDICTION WHERE, OR TO ANY OTHER PERSON TO
WHOM, TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR
REGULATION. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

 

THE COMMUNICATION of this announcement and any other documents or materials
relating to the REX Retail Offer as a financial promotion is only being made
to, and may only be acted upon by, those persons in the United Kingdom falling
within Article 43 of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (which includes an existing member of ZINC
MEDIA GROUP PLC).  ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND WILL BE ENGAGED IN
ONLY WITH SUCH PERSONS. THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY,
AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR
ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY
SECURITIES OF ZINC MEDIA GROUP PLC.

 

 

03 August 2022

 

Zinc Media Group plc

 

REX Retail Offer

 

Zinc Media Group plc ("Zinc Media" or the "Company") is pleased to announce a
retail offer via REX (the "REX Retail Offer") of ordinary shares of 0.125p
each ("Ordinary Shares") in the capital of the Company (the "REX Retail Offer
Shares") at an issue price of 100 pence per REX Retail Offer Share (the "Issue
Price").  The Issue Price represents a discount of approximately 7.0 per
cent. to the closing mid-price of the Ordinary Shares on 2 August 2022.

 

In addition to the REX Retail Offer, the Company is also conducting a placing
of new Ordinary Shares through an accelerated bookbuild process (the
"Placing") (the "Placing Shares" and together with the REX Retail Offer
Shares, the "New Ordinary Shares") at the Issue Price.

 

A separate announcement has been made regarding the Placing and its terms
which also includes details regarding the proposed acquisition by the Company
of the entire issued and to be issued share capital of The Edge Picture Co
Limited (the "Acquisition") and the resolutions (the "Resolutions") required
to implement the Placing, the REX Retail Offer and the Acquisition being duly
passed by Shareholders at the general meeting proposed to be held at the
offices of Singer Capital Markets, 1 Bartholomew Lane, London, EC2N 2AX at
11.00 a.m. on 22 August 2022 (the "General Meeting"). A circular, containing
further details of the Placing, the REX Retail Offer and the Acquisition and
convening the General Meeting in order to pass the Resolutions (the
"Circular"), is expected to be despatched to Shareholders on or around 4
August 2022 and the Circular, once published, will be available on the
Company's website at www.zincmedia.com (http://www.zincmedia.com) .

For the avoidance of doubt, the REX Retail Offer is not part of the Placing.

 

The REX Retail Offer and the Placing are conditional, inter alia, on the New
Ordinary Shares being admitted to trading on AIM ("Admission"). Admission is
expected to take place at 8.00 a.m. on 23 August 2022. Completion of the REX
Retail Offer is conditional, inter alia, upon the completion of the Placing.

 

The Directors intend to use the net proceeds of the REX Retail Offer and the
Placing to principally finance the initial cash consideration due in respect
of the Acquisition together with the associated transaction costs and to
provide additional growth capital for the Company and its subsidiary
undertakings following completion of the Acquisition.

 

REX Retail Offer

 

The Company values its retail shareholder base and believes that it is
appropriate to provide its existing retail shareholders in the United Kingdom
the opportunity to participate in the REX Retail Offer.

 

Therefore the Company is making the REX Retail Offer open to eligible
investors in the United Kingdom following release of this announcement through
the financial intermediaries listed below.

 

Existing shareholders can contact their broker or wealth manager to
participate in the REX Retail Offer. The following Intermediaries have already
confirmed their participation in the offer:

·    AJ Bell Securities Ltd

·    Hargreaves Lansdown Asset Management Limited

·    Interactive Investor Services Limited

 

The REX Retail Offer is expected to close at the same time as the Placing
closes. Eligible shareholders should note that financial intermediaries may
have earlier closing times.

 

Retail brokers wishing to participate in the REX Retail Offer on behalf of
existing retail shareholders, should contact info@rexretail.com. The offer
will close later today subject to the bookrunner's discretion.

 

To be eligible to participate in the REX Retail Offer, applicants must be a
customer of at least one of the intermediaries listed above, that are, as at
the date hereof or will be, prior to placing an order for REX Retail Offer
Shares, shareholders in the Company which may include individuals aged 18
years or over, companies and other bodies corporate, partnerships, trusts,
associations and other unincorporated organisations.

 

There is a minimum subscription of £50 per applicant. The terms and
conditions on which applicants subscribe will be provided by the relevant
financial intermediaries including relevant commission or fee charges.

 

The Company reserves the right to scale back any order under the REX Retail
Offer at its sole discretion. The Company reserves the right to reject any
application for subscription under the REX Retail Offer without giving any
reason for such rejection.

 

It is vital to note that once an application for REX Retail Offer Shares has
been made by an investor and accepted via an intermediary, it cannot be
withdrawn.

 

It is a term of the REX Retail Offer that the total value of the REX Retail
Offer Shares available for subscription at the Issue Price does not exceed
£250,000.

 

The REX Retail Offer Shares will, when issued, be free of all liens, charges
and encumbrances and will, when issued and fully paid, be credited as fully
paid and rank pari passu in all respects with the Company's existing Ordinary
Shares including the right to receive all dividends and other distributions
declared, made or paid after their date of issue.

 

The REX Retail Offer is offered in the United Kingdom under the exemption
against the need for a prospectus in section 86(1)(e) of FSMA. As such, there
is no need for publication of a prospectus pursuant to the Prospectus
Regulation Rules of the Financial Conduct Authority, or for approval of the
same by the Financial Conduct Authority. The REX Retail Offer is not being
made into any jurisdiction other than the United Kingdom.

 

No offering document, prospectus or admission document has been or will be
prepared or submitted to be approved by the Financial Conduct Authority (or
any other authority) in relation to the REX Retail Offer, and investors'
commitments will be made solely on the basis of the information contained in
this announcement and information that has been published by or on behalf of
the Company prior to the date of this announcement by notification to a
Regulatory Information Service in accordance with the Financial Conduct
Authority's Disclosure Guidance and Transparency Rules, the Market Abuse
Regulation (EU Regulation No. 596/2014) ("MAR") and MAR as it forms part of
United Kingdom law by virtue of the European Union (Withdrawal) Act 2018 (as
amended).

 

 Investors should make their own investigations into the merits of an
investment in the Company. Nothing in this announcement amounts to a
recommendation to invest in the Company or amounts to investment, taxation or
legal advice.

 

It should be noted that a subscription for REX Retail Offer Shares and
investment in the Company carries a number of risks. Investors should take
independent advice from a person experienced in advising on investment in
securities such as the REX Retail Offer Shares if they are in any doubt.

 

An investment in the Company will place capital at risk. The value of
investments, and any income, can go down as well as up, so investors could get
back less than the amount invested.

 

Neither past performance nor any forecasts should be considered a reliable
indicator of future results.

 

For further information, please contact:

 

 Zinc Media Group plc                     +44 (0) 20 7878 2311
 Mark Browning (Chief Executive Officer)

 Will Sawyer (Chief Financial Officer)

 

REX

Email: info@rexretail.com

 

 

Further information on the Company can be found on its website at
www.zincmedia.com.

 

The Company's LEI is 21380038V6N4I4P38D74.

 

This announcement should be read in its entirety. In particular, the
information in the "Important Notices" section of the announcement should be
read and understood.

 

Important Notices

 

The content of this announcement, which has been prepared by and is the sole
responsibility of the Company.

 

This announcement and the information contained herein is not for release,
publication or distribution, directly or indirectly, in whole or in part, in
or into or from the United States (including its territories and possessions,
any state of the United States and the District of Columbia (the "United
States" or "US")), Australia, Canada, the Republic of Ireland, Japan, the
Republic of South Africa, any member state of the EEA or any other
jurisdiction where to do so might constitute a violation of the relevant laws
or regulations of such jurisdiction. Persons into whose possession any
document or other information referred to herein comes should inform
themselves about and observe any such restriction. Any failure to comply with
these restrictions may constitute a violation of the securities laws of any
such jurisdiction.

 

 

The REX Retail Offer Shares have not been and will not be registered under the
US Securities Act of 1933, as amended (the "US Securities Act") or under the
applicable state securities laws of the United States and may not be offered
or sold directly or indirectly in or into the United States. No public
offering of the REX Retail Offer Shares is being made in the United States.
The REX Retail Offer Shares are being offered and sold outside the United
States in "offshore transactions", as defined in, and in compliance with,
Regulation S under the US Securities Act. In addition, the Company has not
been, and will not be, registered under the US Investment Company Act of 1940,
as amended.

 

This announcement does not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for REX Retail Offer Shares in
the United States, Australia, Canada, the Republic of Ireland, Japan, the
Republic of South Africa, any member state of the EEA or any other
jurisdiction in which such offer or solicitation is or may be unlawful. No
public offer of the securities referred to herein is being made in any such
jurisdiction.

 

REX is a proprietary technology platform owned and operated by Peel Hunt LLP
(registered address at 7th Floor, 100 Liverpool Street, London EC2M 2AT; FRN
530083). Peel Hunt LLP ("Peel Hunt") is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively for the
Company and for no-one else and will not regard any other person (whether or
not a recipient of this announcement) as its client in relation to the REX
Retail Offer and will not be responsible to anyone other than the Company for
providing the protections afforded to its clients, nor for providing advice in
connection with the REX Retail Offer, Admission and the other arrangements
referred to in this announcement.

 

The value of Ordinary Shares and the income from them is not guaranteed and
can fall as well as rise due to stock market movements. When you sell your
investment, you may get back less than you originally invested. Figures refer
to past performance and past performance is not a reliable indicator of future
results. Returns may increase or decrease as a result of currency
fluctuations.

 

Certain statements in this announcement are forward-looking statements which
are based on the Company's expectations, intentions and projections regarding
its future performance, anticipated events or trends and other matters that
are not historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "intend", "estimate", "expect"
and words of similar meaning, include all matters that are not historical
facts. These forward-looking statements involve risks, assumptions and
uncertainties that could cause the actual results of operations, financial
condition, liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from the
impression created by the forward-looking statements. These statements are not
guarantees of future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking statements.
Given those risks and uncertainties, prospective investors are cautioned not
to place undue reliance on forward-looking statements.

 

These forward-looking statements speak only as at the date of this
announcement and cannot be relied upon as a guide to future performance. The
Company and Peel Hunt expressly disclaim any obligation or undertaking to
update or revise any forward-looking statements contained herein to reflect
actual results or any change in the assumptions, conditions or circumstances
on which any such statements are based unless required to do so by
the Financial Conduct Authority, the London Stock Exchange or applicable law.

 

The information in this announcement is for background purposes only and does
not purport to be full or complete. None of Peel Hunt or any of its
affiliates, accepts any responsibility or liability whatsoever for, or makes
any representation or warranty, express or implied, as to this announcement,
including the truth, accuracy or completeness of the information in this
announcement (or whether any information has been omitted from the
announcement) or any other information relating to the Company or associated
companies, whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available or for any loss howsoever arising from
any use of the announcement or its contents or otherwise arising in connection
therewith. Peel Hunt and its affiliates, accordingly disclaim all and any
liability whether arising in tort, contract or otherwise which they might
otherwise be found to have in respect of this announcement or its contents or
otherwise arising in connection therewith.

 

Any indication in this announcement of the price at which the Ordinary Share
have been bought or sold in the past cannot be relied upon as a guide to
future performance. Persons needing advice should consult an independent
financial adviser. No statement in this announcement is intended to be a
profit forecast and no statement in this announcement should be interpreted to
mean that earnings or target dividend per share of the Company for the current
or future financial years would necessarily match or exceed the historical
published earnings or dividends per share of the Company.

 

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this announcement.
The REX Retail Offer Shares to be issued or sold pursuant to the REX Retail
Offer will not be admitted to trading on any stock exchange other than the
London Stock Exchange.

 

Information to Distributors

 

Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("Directive 2014/65/EU"); (b) Articles 9 and 10 of MiFID II; and (c)
local implementing measures; and/or (d) (where applicable to UK investors or
UK firms) the relevant provisions of the UK statutory instruments implementing
Directive 2014/65/EU and Commission Delegated Directive (EU) 2017/593,
Regulation (EU) No 600/2014 of the European Parliament, as they form part of
UK law by virtue of the European Union (Withdrawal) Act 2018, as amended
(together, the "UK MiFID Laws") (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 REX Retail Offer Shares have been subject to a product approval
process, which has determined that the REX Retail Offer Shares are: (i)
compatible with an end target market of retail investors who do not need a
guaranteed income or capital protection and investors who meet the criteria
of professional clients and eligible counterparties, each as defined
in Directive 2014/65/EU and the UK MiFID Laws (as applicable) (the "Target
Market Assessment").

 

Notwithstanding the Target Market Assessment, distributors should note that:
the price of the REX Retail Offer Shares may decline and investors could lose
all or part of their investment; the REX Retail Offer Shares offer no
guaranteed income and no capital protection; and an investment in the REX
Retail Offer 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 REX Retail Offer.
Furthermore, it is noted that, notwithstanding the Target Market Assessment,
Peel Hunt LLP will only contact prospective applicants for participation in
the REX Retail Offer 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 Directive 2014/65/EU or the UK MiFID Laws; 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 REX Retail Offer Shares. Each
distributor is responsible for undertaking its own target market assessment in
respect of the REX Retail Offer Shares and determining appropriate
distribution channels.

 

It is further noted that the REX Retail Offer is only open to investors in the
United Kingdom.

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