TIDMZOO
RNS Number : 8641X
Zoo Digital Group PLC
28 April 2023
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE
UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY
STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA
(COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS
OR MATERIALS RELATING TO THE RETAIL OFFER AS A FINANCIAL PROMOTION
IS ONLY BEING MADE TO, AND MAY ONLY BE ACTED UPON BY, THOSE PERSONS
IN THE UNITED KINGDOM FALLING WITHIN ARTICLE 43 OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMED (WHICH INCLUDES AN EXISTING MEMBER OF ZOO DIGITAL GROUP PLC).
ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT
RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND WILL BE ENGAGED IN
ONLY WITH SUCH PERSONS.
28 April 2023
ZOO Digital Group PLC
("ZOO", the "Group" or the "Company")
Retail Offer
ZOO Digital Group plc, a leading provider of end-to-end
cloud-based localisation and media services to the global
entertainment industry, is pleased to announce a retail offer to
existing retail shareholders via the BookBuild Platform (the
"Retail Offer") to raise up to approximately GBP0.5 million through
the issue of new ordinary shares of GBP0.01 each in the share
capital of the Company ("Ordinary Shares"). Under the Retail Offer,
up to 312,500 new Ordinary Shares (the "Retail Offer Shares") will
be made available at a price of 160 pence per Retail Offer Share
(the "Issue Price").
In addition to the Retail Offer, the Company announced on 27
April 2023, a placing of new Ordinary Shares (the "Placing Shares")
through an accelerated bookbuild process (the "Placing") for new
Ordinary Shares at the Issue Price. The Issue Price represents a
discount of approximately 13.5 per cent. to the closing mid-market
price of the Ordinary Shares on 26 April 2023, being the latest
practicable date prior to the announcement of the Placing. The
price of the Retail Offer Shares and Placing Shares is equal to the
Issue Price.
A separate announcement has been made regarding the Placing and
sets out its terms, the reasons for the Placing and use of
proceeds. The Retail Offer is not part of the Placing and
completion of the Placing is not conditional on the completion of
the Retail Offer.
The Retail Offer is conditional on, inter alia, completion of
the Placing and the Placing Shares and the Retail Offer Shares
being admitted to trading on the AIM market of London Stock
Exchange plc. Admission of the Retail Offer Shares is expected to
take place and dealings are expected to commence at 8.00 a.m. on or
around 12 May 2023.
The Company will provide a presentation in respect of the
trading update and proposed acquisition announced on 27 April 2023
on its website today.
Expected Timetable in connection with the Retail Offer
Retail Offer opens 11.00 a.m. on 28 April 2023
Latest time and date for commitments 4.30 p.m. on 05 May 2023
under the Retail Offer
----------------------------
Results of the Retail Offer 7.00 a.m. 09 May 2023
announced
----------------------------
Admission and dealings in Retail 8.00 a.m. 12 May 2023
Offer Shares commence
----------------------------
Dealing Codes
Ticker ZOO
ISIN for the Ordinary Shares GB00B1FQDL10
-------------
SEDOL for the Ordinary Shares B1FQDL1
-------------
For further enquiries please contact:
ZOO Digital Group plc +44 (0) 114 241 3700
Stuart Green - Chief Executive Officer
Phillip Blundell - Chief Finance Officer
Kam Bansil - Investor Relations
Stifel Nicolaus Europe Limited (Nominated Adviser
and Joint Broker)
Fred Walsh / Tom Marsh / Richard Short +44 (0)20 7710 7600
Singer Capital Markets (Joint Broker and Retail
Offer Coordinator) +44 (0) 20 7496 3000
Shaun Dobson / Asha Chotai / Oliver Platts
Instinctif Partners +44 (0) 207 457 2020
Matthew Smallwood / Joe Quinlan zoo@instinctif.com
Bookbuild Retail Offer
The Company values its retail shareholder base and believes that
it is appropriate to provide its existing eligible retail
shareholders in the United Kingdom ("Eligible Investors") with the
opportunity to participate in the Retail Offer.
The Company is therefore making the Retail Offer open to
Eligible Investors in the United Kingdom through certain financial
intermediaries which will be listed, subject to certain access
restrictions, on the following
website: https://www.bookbuild.live/deals/K2QE3Q/authorised-intermediaries .
Singer Capital Markets Securities Limited is acting as retail
offer coordinator in relation to this Retail Offer (the "Retail
Offer Coordinator").
Eligible Investors can contact their broker or wealth manager
("Intermediary") to participate in the Retail Offer. To be
appointed as an authorised Intermediary in connection with the
Retail Offer, each Intermediary must be on-boarded onto the
BookBuild Platform and agree to the final terms and the retail
offer terms and conditions, which regulate, inter alia, the conduct
of the Retail Offer on market standard terms and provide for the
payment of commission to any Intermediary that elects to receive a
commission and/or fee (to the extent permitted by the FCA Handbook
Rules) from the Retail Offer Coordinator (on behalf of the
Company).
Any expenses incurred by any Intermediary are for its own
account. Eligible Investors should confirm separately with their
Intermediary whether there are any commissions, fees or expenses
that will be applied by such Intermediary in connection with any
application made through that Intermediary pursuant to the Retail
Offer.
The Retail Offer will open to Eligible Investors in the United
Kingdom at 11.00 a.m. on 28 April 2023. The Retail Offer is
expected to close at 4.30 p.m. on 05 May 2023. Eligible Investors
should note that Intermediaries may have earlier closing times. The
Retail Offer may close early if it is oversubscribed.
If any Intermediary has any questions about how to participate
in the Retail Offer on behalf of Eligible
Investors, please contact BookBuild at support@bookbuild.live .
The Retail Offer is and will, at all times, only be made to,
directed at and may only be acted upon by those persons who are,
shareholders in the Company. To be eligible to participate in the
Retail Offer, applicants must meet the following criteria before
they can submit an order for Retail Offer Shares: (i) be a customer
of one of the participating Intermediaries listed on the above
website; (ii) be resident in the United Kingdom and (iii) be a
shareholder in the Company (which may include individuals aged 18
years or over, companies and other bodies corporate, partnerships,
trusts, associations and other unincorporated organisations and
includes persons who hold their shares in the Company directly or
indirectly through a participating Intermediary). For the avoidance
of doubt, persons who only hold CFDs, spread bets and/or similar
derivative instruments in relation to shares in the Company are not
eligible to participate in the Retail Offer.
The Company reserves the right to scale back any order under the
Retail Offer at its discretion. The Company reserves the right to
reject any application for subscription under the Retail Offer
without giving any reason for such rejection.
It is vital to note that once an application for Retail Offer
Shares has been made and accepted via an Intermediary, it cannot be
withdrawn.
The Retail Offer Shares will, when issued, be credited as fully
paid and will rank pari passu in all respects with existing
Ordinary Shares including the right to receive all dividends and
other distributions declared, made or paid after their date of
issue.
It is a term of the Retail Offer that the total value of the
Retail Offer Shares available for subscription at the Issue Price
does not exceed GBP0.5 million.
The Retail Offer is offered in the United Kingdom under the
exemption from the requirement to publish a prospectus in section
86(1)(e) of the Financial Services and Markets Act 2000. As such,
there is no need for the publication of a prospectus pursuant to
the Prospectus Regulation Rules of the Financial Conduct Authority,
or for approval of the same by the Financial Conduct Authority. The
Retail Offer is not being made into any jurisdiction other than the
United Kingdom.
No offering document, prospectus or admission document has been
or will be prepared or submitted to be approved by the Financial
Conduct Authority (or any other authority) in relation to the
Retail Offer, and investors' commitments will be made solely on the
basis of the information contained in this announcement and
information that has been published by or on behalf of the Company
prior to the date of this announcement by notification to a
Regulatory Information Service in accordance with the Financial
Conduct Authority's Disclosure Guidance and Transparency Rules and
the Market Abuse Regulation (EU Regulation No. 596/2014) ("MAR") as
it forms part of the domestic law of England and Wales by virtue of
the European Union (Withdrawal) Act 2018 (as amended).
There is a minimum subscription of GBP 300 per Eligible Investor
under the terms of the Retail Offer. There is no maximum
application amount per Eligible Investor under the terms of the
Retail Offer except that the aggregate total consideration for the
Retail Offer shall not exceed GBP0.5 million. The terms and
conditions on which Eligible Investors subscribe for Retail Offer
Shares will be provided by the relevant Intermediaries including
relevant commission or fee charges.
Investors should make their own investigations into the merits
of an investment in the Company. Nothing in this announcement
amounts to a recommendation to invest in the Company or amounts to
investment, taxation or legal advice.
It should be noted that a subscription for Retail Offer Shares
and investment in the Company carries a number of risks. Investors
should take independent advice from a person experienced in
advising on investment in securities such as the Retail Offer
Shares if they are in any doubt.
An investment in the Company will place capital at risk. The
value of investments, and any income, can go down as well as up, so
investors could get back less than the amount invested.
Neither past performance nor any forecasts should be considered
a reliable indicator of future results.
This announcement should be read in its entirety. In particular,
the information in the "Important Notices" section of the
announcement should be read and understood.
Important Notices
The content of this announcement has been prepared by and is the
sole responsibility of the Company.
The Retail Offer is only open to investors in the United Kingdom
who fall within Article 43 of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005, as amended (which
includes an existing member of the Company).
This announcement and the information contained herein is
restricted and is not for publication, release or distribution,
directly or indirectly, in whole or in part, in or into or from the
United States (including its territories and possessions, any state
of the United States and the District of Columbia (the "United
States" or "US")), Australia, Canada, Japan, the Republic of South
Africa or any other jurisdiction where to do so might constitute a
violation of the relevant laws or regulations of such
jurisdiction.
The Retail Offer Shares have not been and will not be registered
under the US Securities Act of 1933, as amended (the "US Securities
Act") or under the applicable state securities laws of the United
States and may not be offered or sold directly or indirectly in or
into the United States or to or for the account or benefit of any
US person (within the meaning of Regulation S under the US
Securities Act) (a "US Person"). No public offering of the Retail
Offer Shares is being made in the United States. The Retail Offer
Shares are being offered and sold outside the United States in
"offshore transactions", as defined in, and in compliance with,
Regulation S under the US Securities Act. In addition, the Company
has not been, and will not be, registered under the US Investment
Company Act of 1940, as amended.
This announcement does not constitute an offer to sell or issue
or a solicitation of an offer to buy or subscribe for Retail Offer
Shares in the United States, Australia, Canada, Japan, the Republic
of South Africa or any other jurisdiction in which such offer or
solicitation is or may be unlawful. No public offer of the
securities referred to herein is being made in any such
jurisdiction.
The distribution of this announcement may be restricted by law
in certain jurisdictions and persons into whose possession any
document or other information referred to herein comes should
inform themselves about and observe any such restriction. Any
failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.
Singer Capital Markets Securities Limited ("Singer"), which is
authorised and regulated in the United Kingdom by the FCA is acting
solely for the Company and no-one else in connection with the
transactions and arrangements described in this announcement and
will not regard any other person (whether or not a recipient of
this announcement) as a client in relation to the transactions and
arrangements described in this announcement. Singer is not
responsible to anyone other than the Company for providing the
protections afforded to clients of Singer or for providing advice
in connection with the contents of this announcement, or the
transactions and arrangements described in this announcement.
Stifel Nicolaus Europe Limited ("Stifel"), which is authorised
and regulated in the United Kingdom by the FCA is acting solely for
the Company and no-one else in connection with the transactions and
arrangements described in this announcement and will not regard any
other person (whether or not a recipient of this announcement) as a
client in relation to the transactions and arrangements described
in this announcement. Stifel is not responsible to anyone other
than the Company for providing the protections afforded to clients
of Stifel or for providing advice in connection with the contents
of this announcement or the transactions and arrangements described
in this announcement.
The value of Ordinary Shares and the income from them is not
guaranteed and can fall as well as rise due to stock market
movements. When you sell your investment, you may get back less
than you originally invested. Figures refer to past performance and
past performance is not a reliable indicator of future results.
Returns may increase or decrease as a result of currency
fluctuations.
Certain statements in this announcement are forward-looking
statements which are based on the Company's expectations,
intentions and projections regarding its future performance,
anticipated events or trends and other matters that are not
historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "intend", "estimate",
"expect" and words of similar meaning, include all matters that are
not historical facts. These forward-looking statements involve
risks, assumptions and uncertainties that could cause the actual
results of operations, financial condition, liquidity and dividend
policy and the development of the industries in which the Company's
businesses operate to differ materially from the impression created
by the forward-looking statements. These statements are not
guarantees of future performance and are subject to known and
unknown risks, uncertainties and other factors that could cause
actual results to differ materially from those expressed or implied
by such forward-looking statements. Given those risks and
uncertainties, prospective investors are cautioned not to place
undue reliance on forward-looking statements.
These forward-looking statements speak only as at the date of
this announcement and cannot be relied upon as a guide to future
performance. The Company and Singer expressly disclaim any
obligation or undertaking to update or revise any forward-looking
statements contained herein to reflect actual results or any change
in the assumptions, conditions or circumstances on which any such
statements are based unless required to do so by the Financial
Conduct Authority, London Stock Exchange plc or applicable law.
The information in this announcement is for background purposes
only and does not purport to be full or complete. None of Singer,
Stifel or any of their respective affiliates, accepts any
responsibility or liability whatsoever for, or makes any
representation or warranty, express or implied, as to this
announcement, including the truth, accuracy or completeness of the
information in this announcement (or whether any information has
been omitted from the announcement) or any other information
relating to the Company or associated companies, whether written,
oral or in a visual or electronic form, and howsoever transmitted
or made available or for any loss howsoever arising from any use of
the announcement or its contents or otherwise arising in connection
therewith. Singer, Stifel and their respective affiliates,
accordingly disclaim all and any liability whether arising in tort,
contract or otherwise which they might otherwise be found to have
in respect of this announcement or its contents or otherwise
arising in connection therewith.
This announcement does not constitute a recommendation
concerning any investment decision with respect to the Retail
Offer. The price of shares and any income expected from them may go
down as well as up and subscribers may not get back the full amount
invested upon disposal of the shares. Any indication in this
announcement of the price at which the Ordinary Share have been
bought or sold in the past cannot be relied upon as a guide to
future performance. Persons needing advice should consult an
independent financial adviser. No statement in this announcement is
intended to be a profit forecast and no statement in this
announcement should be interpreted to mean that earnings or target
dividend per share of the Company for the current or future
financial years would necessarily match or exceed the historical
published earnings or dividends per share of the Company.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into or forms part of this announcement. The Retail Offer Shares to
be issued or sold pursuant to the Retail Offer will not be admitted
to trading on any stock exchange other than the AIM market of
London Stock Exchange plc.
Information to Distributors
UK Product Governance Requirements
Solely for the purposes of the product governance requirements
of Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK MiFIR Product Governance
Requirements"), and disclaiming all and any liability, whether
arising in tort, contract or otherwise, which any "manufacture"
(for the purposes of the UK MiFIR Product Governance Requirements)
may otherwise have with respect thereto, the Retail Offer Shares
have been subject to a product approval process, which has
determined that the Retail Offer Shares are: (i) compatible with an
end target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in paragraphs 3.5 and 3.6 of COBS; and (ii) eligible for
distribution through all permitted distribution channels (the
"Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors should note that: the price of the Retail
Offer Shares may decline and investors could lose all or part of
their investment; the Retail Offer Shares offer no guaranteed
income and no capital protection; and an investment in the Retail
Offer Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is without
prejudice to any contractual, legal or regulatory selling
restrictions in relation to the Retail Offer.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of Chapters 9A or 10A respectively of COBS; or (b)
a recommendation to any investor or group of investors to invest
in, or purchase, or take any other action whatsoever with respect
to the Retail Offer Shares. Each distributor is responsible for
undertaking its own target market assessment in respect of the
Retail Offer Shares and determining appropriate distribution
channels.
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END
IOEEAXLPALSDEEA
(END) Dow Jones Newswires
April 28, 2023 04:00 ET (08:00 GMT)
Zoo Digital (LSE:ZOO)
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