TIDMZOO
RNS Number : 0347U
Zoo Digital Group PLC
31 March 2021
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RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,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. FURTHER,
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN
OFFER OF SECURITIES IN ANY JURISDICTION. THIS ANNOUNCEMENT HAS NOT
BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTED THAT IT
WILL BE SO APPROVED.
This Announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014 as retained as part of UK
law by virtue of the European Union (Withdrawal) Act 2018 as
amended. Upon the publication of this Announcement, this inside
information is now considered to be in the public domain.
31 March 2021
ZOO Digital Group plc
("ZOO", the "Group" or the "Company")
Confirmation of successful fundraising of GBP 7.4 million ($ 10.3 million)
ZOO Digital Group plc (AIM: ZOO), announces that the fundraise,
further details of which are contained in the Company's
announcement on 30 March 2021 (the "Fundraise Launch
Announcement"), has now closed. The Company has raised gross
proceeds of GBP 7.4 million ($10.3 million) through the
oversubscribed placing of 7,454,727 Ordinary Shares (the "New
Ordinary Shares") with certain existing and new institutional and
other investors at a price of 100 pence per New Ordinary Share (the
"Issue Price").
Expected timetable
Admission and Settlement of by 8:00 am on 6 April 2021
the New Ordinary Shares to trading
on AIM
Total voting rights
Following admission of the New Ordinary Shares the number of
Ordinary Shares in issue will be 82,291,998. There are no Ordinary
Shares held in treasury. The total number of voting rights in the
Company is therefore 82,291,998. The above figure may be used by
shareholders as the denominator for the calculations by which they
will determine whether they are required to notify their interest
in, or a change to their interest in, the Company under the
Financial Conduct Authority's Disclosure and Transparency
Rules.
Unless otherwise defined, definitions contained in this
announcement have the same meaning as set out in the Fundraise
Launch Announcement.
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) No 596/2014 ("MAR") as retained as
part of UK law by virtue of the European Union (Withdrawal) Act
2018 as amended. Upon the publication of this announcement, this
inside information is now considered to be in the public domain.
For the purposes of MAR and Article 2 of Commission Implementing
Regulation (EU) 2016/1055, this announcement is being made on
behalf of ZOO Digital by Stuart Green (Chief Executive Officer) and
Phillip Blundell (Chief Financial Officer).
Note: This announcement assumes a GBP : $ exchange rate of 1 :
1.3765 as at 18:00 pm (GMT) on 29 March 2021.
For further information, please contact:
ZOO Digital Group plc +44 (0)114 241 3700
Stuart Green
Phillip Blundell
Stifel +44 (0)20 7710 7600
Fred Walsh / Luisa Orsini Baroni
Instinctif Partners +44 (0)20 7457 2020
Matthew Smallwood / Kay Larsen zoo@instinctif.com
Rosie Driscoll / Hannah Campbell
About ZOO Digital Group plc:
ZOO supports major Hollywood studios and streaming services to
globalise their content and reach audiences everywhere, by
providing world-leading, technology-enabled localisation and media
services.
Founded in 2001, ZOO operates from hubs in Los Angeles, London
and Dubai, with a development and production centre in Sheffield,
UK. The Company is targeting $100m sales in the medium term.
The Group provides media services through its platforms that
include: ZOOsubs, ZOOdubs, ZOOstudio. Its full-service proposition
delivers the end-to-end services required to prepare both original
and catalogue content for digital distribution; these services
include dubbing, subtitling and captioning, metadata creation &
localisation, artwork localisation and media processing. Alongside
this offering, ZOO also provides its customers with management
platforms and strategic solutions to support their own internal
globalisation operations.
ZOO uses its innovative technology-enabled approach to help its
customers reduce time to market, lower costs and deliver high
quality products to their global audiences. The business has
frameworks in place with major Hollywood studios and streaming
services. Its customers include Disney, NBCUniversal, HBO and
ViacomCBS.
ZOO's competitive advantage arises from three interlinking
factors - the innovative role it has played in the digital
transformation of its sector; the proprietary platforms that it
develops to enable this transformation; and the global supply chain
of thousands of freelancers, working collaboratively in ZOO's
platforms, which delivers services that scale easily to meet
demand. These factors combine to make ZOO well placed to capitalise
on new market opportunities in a fast-paced and evolving
industry.
IMPORTANT NOTICES
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States. The Placing Shares have not been and will not be registered
under the United States Securities Act of 1933, as amended (the "US
Securities Act") or with any securities regulatory authority of any
state or jurisdiction of the United States, and may not be offered,
sold or transferred, directly or indirectly, in the United States
except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the US Securities Act
and in compliance with any applicable securities laws of any state
or other jurisdiction of the United States. There will be no public
offering of securities in the United States.
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 and results. 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 respective 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.
Except as required by applicable law or regulation, the Company
expressly disclaims any obligation or undertaking to publish any
updates 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.
Solely for the purposes of Article 9(8) of Commission Delegated
Directive 2017/593 (the "Delegated Directive") regarding the
responsibilities of Manufacturers under the Product Governance
requirements contained within: (a) Directive 2014/65/EU on markets
in financial instruments, as amended ("MiFID II"); (b) Articles 9
and 10 of the Delegated Directive; and (c) local implementing
measures (the "MiFID II Product Governance Requirements"), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise which any "manufacturer" (for the purposes of
the MiFID II Product Governance Requirements) may otherwise have
with respect thereto, the Ordinary Shares have been subject to a
product approval process, which has determined that the Ordinary
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 MiFID II;
and (ii) eligible for distribution through all distribution
channels as are permitted by MiFID II (the "Target Market
Assessment"). Notwithstanding the Target Market Assessment,
Distributors (as defined within the MiFID II Product Governance
Requirements) should note that: the price of the Ordinary Shares
may decline and investors could lose all or part of their
investment; the Ordinary Shares offer no guaranteed income and no
capital protection; and an investment in Ordinary 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 the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the proposed placing. Furthermore, it
is noted that, notwithstanding the Target Market Assessment, the
Bookrunner will only procure investors who meet the criteria of
professional clients and eligible counterparties. For the avoidance
of doubt, the Target Market Assessment does not constitute: (a) an
assessment of suitability of appropriateness for the purposes of
MiFID II; 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 Ordinary Shares. Each distributor is
responsible for undertaking its own target market assessment in
respect of the Ordinary Shares and determining appropriate
distribution channels.
Stifel 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
Placing, and Stifel will not be responsible to anyone (including
any purchasers of the Placing Shares) other than the Company for
providing the protections afforded to its clients or for providing
advice in relation to the Placing or any other matters referred to
in this Announcement.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by Stifel or by any of its affiliates or
agents as to, or in relation to, the accuracy or completeness of
this Announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.
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END
ROIFLFEAVRIIVIL
(END) Dow Jones Newswires
March 31, 2021 02:00 ET (06:00 GMT)
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