Market soundings, as defined in the
EU Market Abuse Regulation (MAR), were taken in respect of the
Fundraise 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.
5 August 2020
MediaZest Plc
("MediaZest", the "Company” or the
“Group”; AIM: MDZ)
Fundraising
of £150,000 via Convertible Loan Notes
MediaZest (AIM: MDZ), the creative audio-visual company,
announces that it has raised £150,000 (before expenses) via the
issue of unsecured convertible loan notes (the "CLNs") to new and
existing investors (the “Fundraise”). The CLNs have a
maturity date of 5 August 2023 (the
“Maturity Date”) and can be converted into ordinary shares of 0.01p
in MediaZest (“Ordinary Shares”).
The net proceeds of the Fundraise will provide the Group with
additional working capital.
CLN Terms
The terms of the CLNs are as follows:
- 3-year CLN (the “Term”), with interest of 7% per annum, payable
quarterly in arrears;
- MediaZest will make a bullet repayment to each investor at the
end of the Term if the CLN (in whole or in part) remains
unconverted;
- The Company may repay in full the CLN at any time, including
accumulated interest on a pro-rata basis;
- Each investor can convert the CLNs (in whole or in part) into
new Ordinary Shares in MediaZest by serving written notice 14 days
after each annual anniversary during the Term;
- The CLN conversion rate will be calculated by dividing the
principal amount of the CLN by the mid-market price of the Ordinary
Shares, on the last business day before the relevant anniversary
date of the CLN, less a discount of 10%; and
- If the CLN is repaid at the end of the Term then warrants over
new Ordinary Shares will be granted to each investor (the
“Warrants”). The number of Warrants granted will be calculated by
dividing a sum equal to 10% of the principal amount of the CLN by
the mid-market price of the shares in MDZ at on the last business
day before the closing of the CLN. The Warrants’ exercise price
will be the mid-market price of the shares in MDZ on the last
business day before the closing of the CLN and the Warrants will
expire 12 months from the date of grant.
Geoff Robertson, MediaZest’s
CEO said: “We are delighted to announce the Fundraise at a
difficult time for all businesses and we’re grateful for the
continuing support of shareholders as we move out of the UK
lockdown period and seek to build on the Group’s encouraging
performance in the run up to the Covid-19 outbreak.”
Further Information and Related Party
Transaction
Certain existing shareholders have subscribed for CLNs as part
of the Fundraise.
City and Claremont Capital Assets Ltd (“CCCAL”) is a substantial
shareholder in the Company and has subscribed for £100,000 of CLNs
pursuant to the Fundraise (the “CCCAL Subscription”).
The CCCAL Subscription therefore constitutes a related party
transaction in accordance with AIM Rule 13 of the AIM Rules for
Companies. The Directors who are all considered to be independent
Directors for these purposes, having consulted with the Company's
nominated adviser, SP Angel Corporate Finance LLP, consider the
terms of the CCCAL Subscription to be fair and reasonable insofar
as the Company’s shareholders are concerned.
Enquiries: |
|
Geoff Robertson
Chief Executive Officer
MediaZest Plc |
0845 207 9378 |
David Hignell/Soltan Tagiev
Nominated Adviser
SP Angel Corporate Finance LLP |
020 3470 0470 |
Claire Noyce
Broker
Hybridan LLP |
020 3764 2341 |
|
|
Notes to Editors:
About MediaZest
MediaZest is a creative 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