ANNOUNCEMENT TO BE MADE BY
THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF
THE AIM RULES FOR COMPANIES ("AIM RULES")
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COMPANY NAME:
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Electric Guitar PLC ("Electric
Guitar" or the "Company")
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COMPANY REGISTERED OFFICE ADDRESS AND
IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING
POSTCODES):
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Registered office:
One Bartholomew
Close
London
EC1A 7BL
Trading address from admission:
Desklodge House
Redcliffe Way
Bristol
BS1 6NL
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COUNTRY OF INCORPORATION:
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England & Wales
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COMPANY WEBSITE ADDRESS CONTAINING
ALL INFORMATION REQUIRED BY AIM RULE 26:
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https://www.electricguitarplc.com/
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COMPANY BUSINESS (INCLUDING
MAIN COUNTRY OF OPERATION) OR, IN THE CASE
OF AN INVESTING COMPANY, DETAILS OF ITS
INVESTING POLICY). IF THE
ADMISSION IS SOUGHT AS A RESULT OF A
REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:
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The Company's strategy, as outlined
at the time of its admission to the standard segment of the
Official List in 2022, is to seek acquisitions in the digital media
sector and to act as a consolidator and operator in the digital
marketing and advertising market, focused principally on first
party data solutions.
Concurrent with its admission to
trading on AIM, Electric Guitar is proposing to acquire the entire
issued share capital of 3radical Limited ("3radical") for a
consideration of approximately £1.3 million (the "Acquisition"),
payable by the issue of new ordinary shares in Electric Guitar. The
Acquisition constitutes a reverse takeover under the Listing Rules
and therefore shareholder approval for the Acquisition is being
sought at a general meeting of Electric Guitar to be convened for 1
May 2024.
Led by an experienced team of
marketing technology professionals, 3radical has created and proven
a Software as a Service platform, 3radical Voco, which enables
organisations to engage individuals and request their data directly
using progressive and interactive digital experiences, at
scale. This data can be critical for
marketing and for providing a compelling customer experience,
optimising communications, designing products and services and,
ultimately, driving revenues.
The 3radical Voco platform is
already deployed by major brands across the UK, US and Asia-Pacific
and is well positioned to capitalise on the shift driven by data
legislation, consumer sentiment and technology changes which means
brands need to acquire data themselves, rather than purchase it
from third parties.
The Company's strategy will continue
to be to capitalise on structural disruption in the marketing
industry. The Company will invest in becoming a leading provider of
first party data solutions for the marketing and advertising
industry, aiming to make it the provider of choice, both for
marketers seeking solutions to gain first party data and then
realise the value of it, and for technology developers looking to
secure and enhance the future of their businesses.
The Company will continue to seek acquisitions
that offer not only complementary technologies to those provided by
3radical, but also access to additional clients, geographical
markets and verticals.
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DETAILS OF SECURITIES TO BE ADMITTED
INCLUDING ANY RESTRICTIONS AS TO TRANSFER
OF THE SECURITIES (i.e. where known, number and type of shares,
nominal value and issue price to which it seeks admission and the
number and type to be held as treasury shares):
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223,833,289 ordinary shares of £0.005 each ("Ordinary Shares") at an issue
price of 2.10 pence.
No Ordinary Shares will be held in
treasury and there are no restrictions on
the transfer of the Ordinary Shares.
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CAPITAL TO BE RAISED ON ADMISSION
(AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION
ON ADMISSION:
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Capital to be raised on admission:
approximately £2.2 million via a placing and subscription for new
Ordinary Shares (c.£1.32 million) and the conversion of fees and
certain liabilities into new Ordinary Shares (c.£0.88
million).
Anticipated market capitalisation on
admission: approximately £4.7 million.
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PERCENTAGE OF AIM SECURITIES
NOT IN PUBLIC HANDS AT
ADMISSION:
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50.83 per cent.
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DETAILS OF ANY OTHER EXCHANGE OR
TRADING PLATFORM TO WHICH THE AIM
SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE
ADMITTED OR TRADED:
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None
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THE COMPANY HAS APPLIED FOR THE
VOLUNTARY CARBON MARKET DESIGNATION
(Y/N)
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No
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FULL NAMES AND FUNCTIONS OF
DIRECTORS AND PROPOSED DIRECTORS
(underlining the first name by which each is known or including any
other name by which each is known):
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John Christopher Hutchinson - Non-Executive Chairman
John Patrick Regan - Chief Executive
Officer
Richard Jonathan Horwood - Chief Operating
Officer
David Justin
Eldridge - Non-Executive
Director
Grahame David
Cook - Independent Non-Executive
Director
Caroline Buchanon Worboys - Independent
Non-Executive Director
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FULL NAMES AND HOLDINGS OF
SIGNIFICANT SHAREHOLDERS EXPRESSED AS A
PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION
(underlining the first name by which each is known or including any
other name by which each is known):
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Name
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Before
admission
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After
admission
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Sanderson Capital Partners
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18.33%
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20.99%
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John Regan
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7.03%
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4.03%
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John Hutchinson
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4.10%
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2.50%
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Stephen Kent
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4.10%
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1.14%
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Jason David Batten
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4.10%
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1.13%
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Brian Arthur Basham
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4.10%
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1.06%
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Luke McKeever
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4.10%
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1.06%
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David Clive
Newton
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0%
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5.12%
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Tanvier Malik
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0%
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3.72%
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Clive Roberts
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0%
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3.19%
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NAMES OF ALL PERSONS TO BE DISCLOSED
IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM
RULES:
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N/A
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(i)
ANTICIPATED ACCOUNTING REFERENCE DATE
(ii) DATE TO WHICH
THE MAIN FINANCIAL INFORMATION IN THE
ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by
unaudited interim financial information)
(iii) DATES BY WHICH IT
MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND
19:
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i) 31
March
ii) 30
September 2023 (unaudited interim financial information)
iii) 30
September 2024 (annual report for the year ending 31 March
2024)
31 December 2024 (half-yearly report
for the six months ending 30 September 2024)
30 September 2025 (annual report for
the year ending 31 March 2025)
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EXPECTED ADMISSION DATE:
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3 May 2024
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NAME AND ADDRESS OF NOMINATED
ADVISER:
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Allenby Capital Limited
5 St Helen's Place
London
EC3A 6AB
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NAME AND ADDRESS OF
BROKER:
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Allenby Capital Limited
5 St Helen's Place
London
EC3A 6AB
Axis Capital Markets
Limited
Princes Court
7 Princes Street
London
EC2R 8AQ
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OTHER THAN IN THE CASE OF A
QUOTED APPLICANT, DETAILS OF WHERE (POSTAL
OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM,
WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE
APPLICANT AND THE ADMISSION OF ITS SECURITIES:
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A copy of the AIM
admission document containing full details about the applicant and
the admission of its securities will be available on the Company's
website at https://www.electricguitarplc.com/
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THE CORPORATE GOVERNANCE CODE THE
APPLICANT HAS DECIDED TO APPLY
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QCA Corporate Governance
Code
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DATE OF NOTIFICATION:
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16 April 2024
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NEW/ UPDATE:
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New
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