TIDMIME
RNS Number : 0000L
Immedia Group PLC
08 January 2021
The information contained within this announcement is deemed by
the Company to constitute inside information stipulated under the
Market Abuse Regulation (EU) No. 596/2014. Upon the publication of
this announcement via the Regulatory Information Service, this
inside information is now considered to be in the public
domain.
8 January 2021
For immediate release
Immedia Group Plc
("Immedia" or "the Company" or "the Group")
Proposed Placing and Subscription to raise GBP3.0 million
Amendments to the Company's Articles of Association
Notice of General Meeting
Immedia ( AIM: IME), a supplier of multi-media content and
digital solutions for leading brands and global businesses,
announces that it has conditionally raised gross proceeds of GBP3.0
million via the placing of 10,400,000 new Ordinary Shares at
GBP0.25 per share (the "Placing Shares") and a Subscription for
1,600,000 new Ordinary Shares at GBP0.25 per share (the
"Subscription Shares"). The Placing Shares and the Subscription
Shares are offered with a 1 for 1 warrant (the "New Warrants").
The Placing and Subscription are conditional, inter alia, on the
passing of the Resolutions by Shareholders at the General Meeting,
details of which are set out below. If the Resolutions are passed,
admission of the Placing Shares and Subscription Shares to trading
on AIM is expected to occur on or about 8.00 a.m. on 2 February
2021. The New Warrants, which are exercisable at a price of 35
pence each for a period of 12 months from Admission, are not
transferable and will not be admitted to trading on AIM or any
other market. Further details about the New Warrants are given
below .
Shareholders' attention is drawn to the paragraph below entitled
"General Meeting," which contains important information about the
format of, and attendance at, the meeting.
In addition to the Placing and Subscription, the Company is
proposing that certain amendments are made to the Company's
Articles of Association . The first is to amend the notice period
for general meetings at which special resolutions are proposed from
21 clear days to 14 clear days, which is permitted by the Companies
Act 2006 and which will give the Company the ability to act more
quickly and flexibly if required. This change, if approved, will
not apply to the Company's annual general meeting, which will
continue to require a 21 clear day notice period.
The other proposed amendments to the Articles are to (i) change
the retirement provisions so that at each annual general meeting
the entire Board will be required to put themselves forward for
re-election, which is in line with recommended corporate governance
procedures; and (ii) to increase the aggregate annual level of fees
permitted to be paid to the Company's non-executive directors to
GBP150,000.
Background to and reasons for the Placing and Subscription
In the circular to Shareholders published on 20 August 2020 the
Company set out its rationale for raising additional working
capital to secure the business in the context of the COVID-19
pandemic, which, as announced on 6 April and 18 June 2020,
materially affected both the Group's retail and project
customers.
The uncertainty of trading conditions caused by the pandemic
remains. However, since the pandemic began there has been a
significant reduction in the operating costs of the business and we
continue to maintain a prudent trading outlook for 2021, and Q1 in
particular.
Nevertheless, the Board is committed to its goal of delivering
enhanced value to shareholders and, as set out below, considers it
prudent once more to introduce new capital into the Company.
The Group's objective for 2021 is to deliver top line growth;
the strategic plan for the year is centred upon organic growth
through a) a systematic programme of cross-and upselling to the
Group's existing blue chip client base and b) new business
development across all existing product and service offerings to
new clients.
The Group will seek to expand through a targeted buy and build
strategy focusing on compatible businesses in the content
creation/distribution and data analytics spaces. The funds raised
through the Placing and Subscription will also enable the Group to
progress any opportunities it sources much more rapidly. The Board
recognises that this search may uncover opportunities outside this
relatively narrow initial focus and each will be assessed on its
individual merits. The uncertain economic times that we currently
face require an open and flexible approach to delivering value
growth and the Board will not limit its horizons unnecessarily.
There are currently no negotiations being undertaken with any other
party.
The Directors are keenly aware of the changing dynamics of what
has been the Company's historic focus, the UK retail market. The
Group is implementing a diversification strategy focused on the
development of targeted platform opportunities appropriate to the
Company's purpose - Audio Visual Communication for Brands.
The first of these platform plays has already been launched:
Connected is an app-based tool designed to facilitate staff
communication and engagement across businesses with widely
dispersed workforces. See
https://avcimmedia.com/services/connected-app/ .
This fits the new working patterns brought about by the
pandemic; the Company's aim in 2021 is to position itself in the
vanguard of communication with remote workforces, whether via the
Connected app or the Company's audio and visual offerings.
The Company's commitment to offering best in class product
offerings and customer service will never change. We will report to
the market in a timely fashion on the new initiatives and
opportunities as they materialise in 2021.
The Placing and Subscription
Under the Placing, 10,400,000 Placing Shares have been placed
with investors at GBP0.25 per Placing Share. Pursuant to the
Subscription, Mark Horrocks (and his related family interests) have
agreed to subscribe for 1,600,000 Subscription Shares at GBP0.25
per Subscription Share. The Issue Price represents a discount of
approximately 18.03 per cent to the mid-market closing price of
GBP0.305 per share on 7 January 2021, the latest practicable date
prior to this announcement.
Application will be made to the London Stock Exchange for the
Placing Shares and Subscription Shares to be admitted to trading on
AIM, subject to approval of the Resolutions. It is expected that
Admission will become effective and that dealings in the Placing
Shares and Subscription Shares will commence on AIM at 8.00 a.m. on
or around 2 February 2021.
Assuming no options are exercised prior to Admission and no
other issues of Ordinary Shares take place, the Placing Shares and
Subscription Shares will represent approximately 31.93 per cent of
the ordinary share capital of the Company in issue immediately
following Admission.
General
All Placing Shares and Subscription Shares will be issued
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.
New Warrants
Subject to the passing of the Resolutions, the Company will
execute the Warrant Instrument pursuant to which the New Warrants
will be issued. Pursuant to the terms of the Warrant Instrument,
the Company will issue 12,000,000 New Warrants on a 1:1 basis to
the Placees and Subscribers.
The New Warrants are exercisable at a price of 35 pence each for
a period of 12 months from Admission, save that in the event that
the Company publishes an Admission Document within 12 months from
Admission in connection with a reverse takeover, the New Warrants
will expire on the Business Day falling two Business Days prior to
the date of the General Meeting at which the proposed reverse
takeover is to be approved.
The New Warrants are not transferable and will not be subject to
any application to be admitted to trading on AIM or any other
market. On an exercise of New Warrants, the Ordinary Shares to be
issued will be subject to an application to be admitted to trading
on AIM.
A holder of New Warrants will have certain customary rights and
protections on a variation of capital undertaken by the
Company.
Related Party Transactions
Mark Horrocks has agreed to subscribe for the 1,600,000
Subscription Shares. The Subscription, which is conditional on the
passing of the Resolutions and Admission, constitutes a related
party transaction under Rule 13 of the AIM Rules for Companies. In
addition, the Company has entered into a fundraising agreement with
Intrinsic Capital LLP, where Mark Horrocks is a Partner, to pay
Intrinsic Capital LLP a commission of 5.0 per cent of the value of
the funds raised under the Placing and Subscription. The
Independent Directors consider, having consulted with SPARK, the
Company's Nominated Adviser, that the terms of Subscription and the
fundraising agreement are fair and reasonable insofar as the
Company's Shareholders are concerned.
Use of Proceeds
The Company is raising funds to provide capital to facilitate
the growth of the Group through a selective acquisition strategy.
It is anticipated that the new cash and equity position of the
Group may also facilitate high level M&A activity with other
businesses if required. Given the current situation surrounding the
pandemic, a small proportion of the funds raised may also be used
for general working capital. However, as was stated in our
unaudited interim results on 30 September 2020, the Company is now
debt free, except for finance leases and a Government "bounce back"
loan.
General Meeting
A notice convening the General Meeting to be held at the offices
of Charles Russell Speechlys LLP, 5 Fleet Place, London EC4M 7RD,
at 10.00 a.m. on 1 February 2021.
In light of the current restrictions on travel and meetings in
person within the United Kingdom, the General Meeting will be held
as a closed meeting pursuant to the provisions of the Corporate
Governance and Insolvency Act 2020. Whilst Shareholder
participation at general meetings is important to the Company, the
Board takes its responsibility to safeguard the health of its
shareholders, stakeholders and employees very seriously and at this
time it is not possible to hold the General Meeting as a physical
meeting.
Shareholders wishing to vote on any of the resolutions are urged
to do so by appointing a proxy (who must be the Chairman of the
Meeting) to vote on your behalf. You can appoint a proxy by;
-- returning the completed form to Share Registrars Limited, The
Courtyard, 17 West Street, Farnham, Surrey, GU9 7DR or by email to
voting@shareregistrars.uk.com ; or
-- submitting (if you are a CREST member) a proxy appointment
electronically, by using the CREST voting service
Voting on all resolutions will be done on a poll.
Proxy appointments, whether submitted electronically or by post,
must be received by no later than 10.00 a.m. on 28 January
2021.
Board Recommendations
Mark Horrocks is subscribing in the Subscription so has not
participated in the Board's consideration in relation to the
Subscription and makes no recommendation in relation to the
relevant resolutions. All the Directors unanimously recommend
Shareholders to vote in favour of the resolutions not concerning
the Subscription.
The Independent Directors consider that the Placing and
Subscription will promote the success of the Company for the
benefit of its members as a whole. Accordingly, the Independent
Directors unanimously recommend Shareholders to vote in favour of
all the Resolutions at the General Meeting, as Ross Penney intends
to do in respect of his own beneficial holding of 443,388 Ordinary
Shares representing approximately 1.73 per cent. of the Existing
Ordinary Shares.
Circular
A circular, containing the notice of General Meeting will be
posted to Shareholders today and will be made available on the
Company's website ( www.immediaplc.com ). The Terms in this
announcement have the same meaning as defined in the Circular.
For further information please contact:
Immedia Group Plc Tel: +44 (0) 1635 556200
Tim Hipperson, Non-executive Chairman
Ross Penney, Chief Executive
SPARK Advisory Partners Limited (Nomad) Tel: +44 (0) 203 368 3550
Mark Brady
Neil Baldwin
SP Angel Corporate Finance LLP (Broker) Tel: +44 (0) 207 470 0470
Abigail Wayne
Tooley Street Communications (IR & Tel: +44 (0) 7785 703523
media relations)
Fiona Tooley
About Immedia Group Plc
Immedia Group Plc is a multi-media content and digital solutions
provider to global businesses delivering audio visual communication
services for brands.
The business provides 'live' branded channels to retail
locations across the UK and Europe. Immedia's interactive audio
channels deliver targeted original content via its own
DreamStream-X platform with encrypted Dreamstream technology
deployed in each location. Each channel is supported with powerful
data analytics tools that monitor audience activity and provide
data to enable Immedia to further enhance audience engagement.
In addition, Immedia creates original audio production and video
content as well as 3D animation and the supply, installation and
maintenance of audio visual equipment.
Immedia clients include Shell, Subway, BP, Nationwide Building
Society, JD Sports, O2, BMW, IKEA, and FIFA.
To read more about our business, visit www.immediaplc.com or
email us on enquiries@immediaplc.com
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