REG - Zinc Media Group PLC - Payment of final The Edge earn-out

Zinc MediaAnnouncement

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RNS Number : 8428A  Zinc Media Group PLC  17 April 2026

17 April 2026

Zinc Media Group plc

("Zinc" or the "Group")

Payment of final The Edge earn-out and partial conversion of debt to equity

Zinc Media Group plc (AIM: ZIN), the award-winning television, brand and audio
production group, is pleased to announce that, following a strong trading
performance by The Edge Picture Co Limited ("The Edge"), The Edge has
continued to perform strongly, resulting in the achievement of the final
earn-out targets set out in the earn-out terms.

As a result, a final earn-out payment of £1.43m is payable to the vendors of
The Edge (the "Vendors"), to be satisfied partially in cash and partially in
new Zinc shares, in accordance with the terms of the share purchase agreement
(the "SPA"). As per the SPA, £0.34m will is payable in cash on, or before, 15
May 2026 with the remaining balance settled by the allotment of 2,642,312 new
ordinary shares (the "Earn-Out Shares") to the Vendors based on a share price
of 41.5p per share, being the average market price for the 30 business days up
to and including 16 April 2026. The Earn-Out Shares are subject to a 12-month
lock-in period under the SPA. [The Board has agreed to a partial release of
the Earn-Out Shares from the lock-in provisions of the SPA to enable certain
institutional shareholders to acquire shares in the market, subject to demand,
and thereby maintain their current percentage shareholding in the Company.

Partial debt to equity conversion

Zinc has also agreed with Herald Investment Trust plc ("Herald"), the holder
of a portion of the Company's long-term debt, to convert c. £551,000 of their
outstanding debt facilities with the Company (the "Facilitates") into ordinary
shares such that their current percentage shareholding of 33.2% is maintained.
Herald will be allotted 1,311,060 new ordinary shares (the "Conversion
Shares") at a price of 42.0p per share, being the closing market price on 16
April 2026. Following this conversion, the total indebtedness of the Company
will be approximately £2.9m.

The conversion of debt into equity by Herald constitutes a related party
transaction under Rule 13 of the AIM Rules for Companies. The Directors
consider, having consulted with the Group's Nominated Adviser, Singer Capital
Markets, that the terms of Herald's debt conversion are fair and reasonable in
so far as the Company's shareholders are concerned.

Historic amendments to the Facilities

As disclosed in the Group's annual reports, the Company previously entered
into three amendments to the Debt Facilities with Herald as follows:

·      19 April 2022: The maturity date of the Facilities was extended
from 31 December 2022 to 31 December 2024 and the interest rate on the
variable rate loan note with Herald was amended from one-month LIBOR + 4% to
the higher of (i) one-month SONIA + 4% per annum and (ii) monthly RPI, with
effect from 1 April 2022;

·      9 April 2024: The maturity date of the Facilities was extended
from 31 December 2024 to 31 December 2025;

·      24 March 2025: The maturity date was extended from 31 December
2025 to 31 December 2027;

(together the "Historical Amendments").

Each of the Historical Amendments constituted a related party transaction
under Rule 13 of the AIM Rules for Companies. The Directors consider, having
consulted with the Company's Nominated Adviser, Singer Capital Markets, that
the terms of each of the Historical Amendments were fair and reasonable
insofar as the Company's shareholders are concerned.

Admission and Total Voting Rights

Application will be made to the London Stock Exchange for 3,953,372 new
ordinary shares (2,642,312 Earn-Out Shares and 1,311,060 Conversion Shares) to
be admitted to trading on AIM, with dealings expected to commence at 8 a.m. on
or around 22 April 2026 ("Admission"). Following Admission, Zinc will have a
total of 29,139,028 ordinary shares of 0.125 pence each in issue. Zinc does
not hold any shares in treasury. Therefore, this figure may be used by
shareholders as the denominator for calculations by which they will determine
if they are required to notify their interest in, or a change to their
interest in, Zinc under the FCA's Disclosure Guidance and Transparency Rules.

 

For further information, please contact:

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

Mark Browning, CEO / Laura McGaughey, CFO

www.zincmedia.com

Singer Capital Markets (Nominated Adviser and
Broker)                                  +44
(0) 20 7496 3000

James Moat / Jalini Kalaravy

 

About Zinc Media Group

Zinc Media Group plc is a premium television and content creation group. The
award-winning and critically acclaimed television labels comprise Atomic,
Brook Lapping, Electric Violet, Raw Cut, Rex, Red Sauce, Supercollider, Tern
Television, Tomas TV, along with Bumblebee Post-Production, and produce
programmes across a wide range of factual genres for UK and international
broadcasters.

Zinc Media Group's commercial content creation unit includes The Edge Picture
Company, one of the UK's largest brand film-making companies, and Zinc Audio,
specialising in podcasts and radio production.

For further information on Zinc Media please visit www.zincmedia.com
(http://www.zincmedia.com)

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