22 February
2019
MediaZest Plc
("MediaZest", the "Company” or
“Group"; AIM: MDZ)
Placing to raise
£110,000
MediaZest, the creative audio-visual company, is pleased to
announce that it has conditionally raised £110,000 (before
expenses) through a placing of 110,000,000 new ordinary
shares of 0.1p each (“Ordinary Shares”) with existing investors
(the “Placing Shares”) which was handled and settled by Hybridan
LLP on behalf of the Company’s subscribers (the “Placing”) at a
price of 0.1p per Ordinary Share (the “Placing Price”).
Background to the Placing
Further to the announcement of MediaZest’s interim results on
5 November 2018, the Group continues
to make progress. Within these interim results reported in
November 2018 the Company’s
subsidiary, MediaZest International Limited, posted turnover of
£1.82miliion with a profit after tax of £285,000 for the six months
to 30 September 2018.
As ever, the timing of completion of contracts around the year
end date of 31 March will determine the level of improvement in the
Company’s financial results compared to the prior year.
Reasons for the Placing
Although the Company has continued to write new business in 2019
with both new and existing clients, the Directors cannot ignore the
impact of Brexit on the UK and EU economies. As such, the Company
is seeing evidence of retailers slowing or deferring investment
decisions, although there is a clear trend for retailers over the
longer period to invest in better stores and particularly in
digital signage technology - the core competency of the Group.
Given this current uncertainty the Board believe it prudent to
raise additional funds to improve the Group’s working capital
position and strengthen its balance sheet.
Furthermore, although performance has improved and larger
projects and clients are becoming the norm, there are increased
demands on cashflow where certain projects need to be funded during
the delivery phase. Although the Company seeks to agree staged
payments with such clients, in the current economic climate and
with certain larger clients this is sometimes not feasible. Often
due to length of project these costs can be in advance of invoicing
- for example legal costs associated with contractual negotiations.
Such costs put pressure on working capital, albeit for positive
reasons.
As such, the Board has decided to execute a small fundraise to
meet these two requirements.
The Board is aware of the dilutive nature of any fundraising at
the current share price and has therefore limited the amount raised
to cover these two requirements only, via a handful of existing
shareholders.
Details of the Placing
The Placing Shares will be credited as 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 on or after the date on which they are
issued.
Application will be made for admission of the Placing Shares to
trading on AIM (“Admission”). It is expected that Admission will be
effective on or around 8.00 am on
27 February 2019.
Director’s participation in the
Placing
Lance O’Neill, the Company’s Chairman, has subscribed for
10,000,000 Placing Shares at the Placing Price.
Lance O’Neill’s participation in the Placing constitutes a
related party transaction in accordance with AIM Rule 13.
Geoff Robertson and James Abdool are not subscribing for Placing
Shares and are therefore considered to be independent Directors for
these purposes, and having consulted with the Company's Nominated
Adviser, consider the terms of Lance O’Neill’s participation in the
Placing to be fair and reasonable insofar as the Shareholders are
concerned.
Following Admission, Mr O’Neill will be interested in 52,977,177
Ordinary Shares, representing 3.8 per cent. of the Company’s
enlarged issued share capital.
Total voting rights
Following Admission, the Company's total issued share capital
will comprise of 1,396,425,774 Ordinary Shares. The Company
does not hold any Ordinary Shares in treasury. Therefore, the total
number of Ordinary Shares with voting rights in the Company will be
1,396,425,774. This figure may be used by shareholders in the
Company 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 share capital of the Company
following Admission.
Market soundings, as defined in the
EU Market Abuse Regulation (MAR), were taken in respect of the
Placing with the result that certain persons became aware of inside
information, as permitted by MAR. That inside information is
set out in this announcement and has been disclosed as soon as
possible in accordance with paragraph 7 of article 17 of MAR.
Therefore, those persons that received inside information in a
market sounding are no longer in possession of inside information
relating to the Company and its securities.
This announcement contains inside
information.
Enquiries:
Geoff Robertson
Chief Executive Officer
MediaZest Plc |
0845 207 9378 |
David Hignell/Jamie Spotswood
Nominated Adviser
SP Angel Corporate Finance LLP |
020 3470 0470 |
Claire Noyce
Broker
Hybridan LLP |
020 3764 2341 |
The information below is provided in accordance with the
requirements of the EU Market Abuse Regulation.
1 |
Details
of the person discharging managerial responsibilities / person
closely associated |
a) |
Name
|
Lance O’Neill |
2 |
Reason
for the notification |
a) |
Position/status
|
Director |
b) |
Initial notification
/Amendment
|
Initial |
3 |
Details
of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor |
a) |
Name
|
MediaZest Plc |
b) |
LEI
|
2138008URVJL8ZG4ST80 |
4 |
Details
of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and
(iv) each place where transactions have been conducted
|
a) |
Description of the
financial instrument, type of instrument |
Ordinary
Shares of 0.1p |
|
|
Identification
code |
ISIN:
GB00B064NT52 |
|
|
b) |
Nature of the
transaction
|
Subscription |
c) |
Price(s) and
volume(s) |
|
|
|
|
|
|
Price(s) |
Volume(s) |
|
|
|
0.10p |
10,000,000 |
|
|
|
|
|
|
d) |
Aggregated
information |
Single
transaction |
|
|
- Aggregated
volume |
n/a |
|
|
- Price |
n/a |
|
|
e) |
Date of the
transaction
|
22 February 2019 |
f) |
Place of the transaction |
XLON (AIM Market) |
Notes to Editors:
About MediaZest
MediaZest is a creative media agency and audio-visual systems
integrator that specialises in providing innovative marketing
solutions to leading retailers, brand owners and corporations, but
also works in the public sector in both the NHS and Education
markets. The Group supplies an integrated service from content
creation and system design to installation, technical support and
maintenance. MediaZest was admitted to the London Stock Exchange's
AIM market in February 2005. For more
information, please visit www.mediazest.com