TIDMEBQ
RNS Number : 6393G
Ebiquity PLC
30 March 2022
30 March 2022
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR PUBLICATION OR DISTRIBUTION IN WHOLE OR
IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF
SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF REGULATION 596/2014 AS IT FORMS PART OF UK DOMESTIC
LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS
AMED.
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
Ebiquity Plc
Results of Placing
Ebiquity plc ("Ebiquity" or the "Company"), a world leader in
media investment analysis, is pleased to announce the successful
completion of the equity placing announced earlier today (the
"Placing").
The Placing has received significant support from existing
shareholders and new blue chip institutional investors.
Placing
A total of 28,301,886 new Ordinary Shares (the "Placing Shares")
have been placed by Panmure Gordon (UK) Limited ("Panmure Gordon")
at a price of 53.0 pence per Placing Share (the "Placing Price"),
raising gross proceeds of approximately GBP15.0 million (before
fees and expenses). The proceeds from the Placing will be used to
fund the cash consideration element of the MediaPath Acquisition,
with the balance used to accelerate organic and inorganic growth of
the enlarged business, to strengthen its balance sheet and for
transaction fees and expenses.
The Placing Shares represent approximately 34.0% of the Existing
Share Capital. The Placing Price represents a discount of 8.6% to
the closing middle market price of 58.0 pence per Ordinary Share on
29 March 2022, being the latest practicable date prior to the
publication of this announcement.
Settlement, dealings and completion of the MediaPath
Acquisition
The Placing is conditional upon the passing of certain
resolutions at a general meeting. The Company intends to publish a
Circular and Notice of General Meeting shortly.
Application will be made to the London Stock Exchange for the
Placing Shares and MediaPath Consideration Shares (the "New
Ordinary Shares") to be admitted to trading on AIM. It is expected
that admission of the New Ordinary Shares will become effective at
8.00 am on or around 20 April 2022 ( "Admission").
The New Ordinary Shares will, when issued, rank equally in all
respects with the Existing Ordinary Shares including the right to
receive dividends and other distributions declared following
Admission.
Related Party Transactions under the AIM Rules for Companies
Canaccord Genuity Wealth Management, a holder of approximately
19.5% of the Existing Ordinary Shares) is a related party of the
Company and will be participating in the Placing ("Canaccord
Participation"). This constitutes a related party transaction under
Rule 13 of the AIM Rules for Companies. As such, the Directors
consider, having consulted with the Company's nominated adviser,
Panmure Gordon, that the terms of the Canaccord Participation are
fair and reasonable insofar as the Company's shareholders are
concerned.
Artemis Investment Management LLP, a holder of approximately
13.2% of the Existing Ordinary Shares) is a related party of the
Company and will be participating in the Placing ("Artemis
Participation"). This constitutes a related party transaction under
Rule 13 of the AIM Rules for Companies. As such, the Directors
consider, having consulted with the Company's nominated adviser,
Panmure Gordon, that the terms of the Artemis Participation are
fair and reasonable insofar as the Company's shareholders are
concerned.
BGF Investment Management Limited, a holder of approximately
12.6% of the Existing Ordinary Shares) is a related party of the
Company and will be participating in the Placing ("BGF
Participation"). This constitutes a related party transaction under
Rule 13 of the AIM Rules for Companies. As such, the Directors
consider, having consulted with the Company's nominated adviser,
Panmure Gordon, that the terms of the BGF Participation are fair
and reasonable insofar as the Company's shareholders are
concerned.
Capitalised terms in this announcement carry the same meaning as
in the RNS announcement " Proposed Acquisition of Media Path
Network AB and Proposed Placing of GBP15.0 million " released
earlier today, save where otherwise defined.
Market abuse regulation
This Announcement contains inside information for the purposes
of Article 7 of Regulation (EU) No 596/201 as it forms part of UK
domestic law by virtue of the European Union (Withdrawal) Act 2018
("MAR"). Upon the publication of this announcement via a Regulatory
Information Service this inside information is now considered to be
in the public domain.
The person responsible for arranging release of this
Announcement on behalf of the Company is Alan Newman, Chief
Financial Officer and Chief Operating Officer of the Company.
+44 20 7650
Ebiquity plc 9600
Nick Waters, CEO
Alan Newman, CFO & COO
Camarco
+44 7990 653
Ben Woodford 341
+44 7733 124
Geoffrey Pelham-Lane 226
Panmure Gordon (Financial Adviser, Nomad and +44 20 7886
Broker) 2500
Alina Vaskina / Harriette Johnson / Dougie McLeod
(Corporate Advisory)
Charles Leigh-Pemberton / Sam Elder (Corporate
Broking)
About Ebiquity plc
Ebiquity plc (LSE AIM: EBQ) is a world leader in media
investment analysis. It harnesses the power of data to provide
independent, fact-based advice, enabling brand owners to perfect
media investment decisions and improve business outcomes. Ebiquity
is able to provide independent, unbiased advice and solutions to
brands because we have no commercial interest in any part of the
media supply chain.
We are a data-driven solutions company helping brand owners
drive efficiency and effectiveness from their media spend,
eliminating wastage and creating value. We provide analysis and
solutions through five Service Lines: Media management, Media
performance, Marketing effectiveness, Technology advisory, Contract
compliance.
Ebiquity's clients are served by more than 500 media specialists
operating from 19 offices covering 80% of the global advertising
market.
The Company has the most comprehensive, independent view of
today's global media market, analysing US$55bn of media spend from
75 markets annually, including trillions of digital media
impressions. Our Contract Compliance division, FirmDecisions,
audits US$40bn of contract value annually.
As a result, more than 70 of the world's top 100 advertisers
today choose Ebiquity as their trusted independent media
advisor.
For further information, please visit: www.ebiquity.com
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE AN OFFER TO SELL OR ISSUE, OR THE SOLICITATION OF AN
OFFER TO BUY, ACQUIRE OR SUBSCRIBE FOR SHARE IN THE CAPITAL OF THE
COMPANY IN THE UNITED STATES, CANADA, THE REPUBLIC OF SOUTH AFRICA,
AUSTRALIA OR JAPAN (OR TO ANY PERSONS IN ANY OF THOSE
JURISDICTIONS). THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE
LONDON STOCK EXCHANGE. ANY FAILURE TO COMPLY WITH THESE
RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF
SUCH JURISDICTIONS.
IMPORTANT NOTICES
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT IS 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 THE UNITED
KINGDOM OR A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"),
QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(e) OF REGULATION (EU)
2017/1129 (THE "PROSPECTUS REGULATION"); (2) IF IN THE UNITED
KINGDOM, QUALIFIED INVESTORS WHO (A) FALL WITHIN ARTICLE 19(5) OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION)
ORDER 2005, AS AMED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B)
FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER (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 EBIQUITY PLC.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE
UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND
WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT
PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC
OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES.
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 OR INTO OR FROM
AUSTRALIA, CANADA, NEW ZEALAND THE REPUBLIC OF SOUTH AFRICA OR
JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL. NO PUBLIC OFFERING OF THE
PLACING SHARES IS BEING MADE IN ANY SUCH JURISDICTION.
This Announcement has been issued by, and is the sole
responsibility of, the Company. No responsibility or liability is
or will be accepted by, and no undertaking, representation or
warranty or other assurance, express or implied, is or will be made
or given by Panmure Gordon, or by any of their respective partners,
directors, officers, employees, advisers, consultants or affiliates
as to, or in relation to, the sufficiency, accuracy, fairness or
completeness of the information or opinions contained in this
Announcement or any other written or oral information made
available to or publicly available to any interested person or its
advisers, and any liability therefor is expressly disclaimed. The
information in this Announcement is subject to change.
This Announcement may contain and the Company may make verbal
statements containing "forward-looking statements" with respect to
certain of the Company's plans and its current goals and
expectations relating to its future financial condition,
performance, strategic initiatives, objectives, the Acquisitions
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 relate to future events and circumstances which are beyond the
control of the Company, 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 the Company and its affiliates operate, the
effect of volatility in the equity, capital and credit markets on
the Company's profitability and ability to access capital and
credit, a decline in the Company'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 the
Company 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 the Company speak only as of the date they are made.
These forward-looking statements reflect the Company's judgment at
the date of this Announcement and are not intended to give any
assurance as to future results and the Company cautions that its
actual results of operations and financial condition, and the
development of the industry in which it operates, may differ
materially from those made in or suggested by the forward-looking
statements contained in this Announcement and/or information
incorporated by reference into this Announcement. Except as
required by applicable law or regulation, the Company expressly
disclaims any obligation or undertaking to publish any updates,
supplements or revisions to any forward-looking statements
contained in this Announcement to reflect any changes in the
Company's expectations with regard thereto or any changes in
events, conditions or circumstances on which any such statement is
based.
Panmure Gordon is authorised and regulated by the Financial
Conduct Authority (the "FCA") in the United Kingdom and is acting
exclusively for the Company and no one else in connection with the
Bookbuilding Process and the Placing and will not regard any other
person (whether or not a recipient of this Announcement) as a
client in relation to the Placing or the transactions or
arrangements described in this Announcement. Panmure Gordon is not
responsible to anyone (including any Placees) other than the
Company for providing the protections afforded to its clients of
Panmure Gordon or for providing advice in relation to the
Bookbuilding Process, the Placing, the contents of this
Announcement or any other matters referred to or described in this
Announcement.
Panmure Gordon, which is authorised and regulated in the United
Kingdom by the FCA, is acting as nominated adviser to the Company
for the purposes of the AIM Rules and no-one else in connection
with the Placing and the transactions and arrangements described in
this Announcement and will not be responsible to any other person
(whether or not a recipient of this Announcement) as a client in
relation to the Placing or the transactions and arrangements
described in this Announcement. Panmure Gordon's responsibilities
as the Company's nominated adviser under the AIM Rules for
Nominated Advisers are owed solely to the London Stock Exchange and
are not owed to the Company or to any Director or to any other
person.
None of the information in this Announcement has been
independently verified or approved by Panmure Gordon or any of its
respective partners, directors, officers, employees, advisers,
consultants or affiliates. Save for any responsibilities or
liabilities, if any, imposed on Panmure Gordon by FSMA or by the
regulatory regime established under it, no responsibility or
liability whatsoever whether arising in tort, contract or
otherwise, is accepted by Panmure Gordon or any of its partners,
directors, officers, employees, advisers, consultants or affiliates
whatsoever for the contents of the information contained in this
Announcement (including, but not limited to, any errors, omissions
or inaccuracies in the information or any opinions) or for any
other statement made or purported to be made by or on behalf of
Panmure Gordon or any of its partners, directors, officers,
employees, advisers, consultants or affiliates in connection with
the Company, the Placing Shares, the Placing and the Proposals or
for any loss, cost or damage suffered or incurred howsoever
arising, directly or indirectly, from any use of this Announcement
or its contents or otherwise in connection with this Announcement
or from any acts or omissions of the Company in relation to the
Proposals.
This Announcement does not constitute a recommendation
concerning any investor's options with respect to the Placing. This
Announcement does not identify or suggest, or purport to identify
or suggest, the risks (direct or indirect) that may be associated
with an investment in the Placing Shares. Any investment decision
to subscribe for Placing Shares in the Placing must be made solely
on the basis of publicly available information, which has not been
independently verified by Panmure Gordon. 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 the Company for the current or future
financial years would necessarily match or exceed the historical
published earnings per share of the Company. Recipients of this
Announcement who are considering acquiring Placing Shares pursuant
to the Placing are reminded that they should conduct their own
investigation, evaluation and analysis of the business, data and
property described in this Announcement.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance. The contents of this Announcement is not to
be construed as legal, business, financial or tax advice. Each
investor should consult with his or her or its own legal adviser,
business adviser, financial adviser or tax adviser for legal,
business, financial or tax advice.
The Placing Shares to be issued 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 the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
ROIUROORUBUOOAR
(END) Dow Jones Newswires
March 30, 2022 09:40 ET (13:40 GMT)
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