Results of Placing

Zinc Media Group PLC

29 October 2026

 

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, INTO OR FROM THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL (EACH, A “RESTRICTED JURISDICTION”).  THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OF SECURITIES IN ANY RESTRICTED JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO PURCHASE AND/OR SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM A PART OF A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF ZINC MEDIA GROUP PLC.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION EU 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (“UK MAR”). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY UK MAR.  UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.

For immediate release

29 October 2026

Zinc Media Group plc

(“Zinc Media”, the “Group” or the “Company”)

Results of Placing

Zinc Media (AIM: ZIN), an award-winning television, brand and audio production group, is pleased to announce that, pursuant to the terms and conditions set out in the announcement made on 28 October 2026 (the “Launch Announcement”) regarding the launch of the proposed placing (the “Placing”), it has successfully, conditionally, placed 7,000,000 new ordinary shares of 0.125 pence each in the capital of the Company (the “Placing Shares”) at a price of 30 pence per share (the “Issue Price”) to certain institutional and other professional investors, raising gross proceeds of approximately £2.1 million, being approximately £2 million net of expenses.

A separate announcement will be made by the Company in relation to a Retail Offer to existing retail Shareholders to raise further proceeds of up to £0.25 million (the “Retail Announcement”). The Retail Announcement shall include the terms and conditions of the Retail Offer and its timetable. It is expected that the Retail Announcement will be published by the Company on 30 October 2026. The Retail Offer is conditional on the completion of the Placing. For the avoidance of doubt, the Retail Offer is not part of the Placing, and the Placing is not conditional upon the completion of the Retail Offer or the admission of the Retail Offer Shares.

The Company is expected to publish a circular to its Shareholders on or around 3 November 2026 (the “Circular”) which will contain, among other things, a notice convening a general meeting of the Company (the “General Meeting”) which is expected to be held at 10.00 a.m. on 19 November 2026, at which the resolutions required to implement the Placing (and the Retail Offer) (the “Resolutions”) will be proposed. This will include the Whitewash Resolution. Following its publication, the Circular will be available on the Company’s website at www.zincmedia.com. A further announcement will be made following the publication of the Circular.

The Fundraise is conditional on, among other things, the Financing Approval being granted, the passing of the Resolutions at the General Meeting, the Rule 9 Waiver being obtained, Admission becoming effective and the Placing Agreement becoming unconditional in respect of the Placing and not having been terminated in accordance with its terms.

The expected timetable of principal events for the Fundraise remains as set out in the Launch Announcement.  If any of the dates and/or times in the expected timetable change, the revised dates and/or times will be notified to Shareholders by announcement through a Regulatory Information Service, with such announcement being made available on the Company’s website at www.zincmedia.com.

Mark Browning, Chief Executive Officer of Zinc Media, commented:

“On behalf of the Board, we would like to thank our shareholders for their continued support, and we look forward to providing further updates on progress in due course.”

Director Participation

The following Directors of the Company have conditionally subscribed for, in aggregate, 333,332 Placing Shares at the Issue Price, as set out below:

Director/PDMR	Number of Existing Ordinary Shares	Percentage of Issued Share Capital	Number of Placing Shares subscribed for	Number of Ordinary Shares upon Admission	Percentage of Issued Share Capital upon Admission (excluding Retail Offer Shares)
Christopher Satterthwaite	373,826	1.25%	33,333	407,159	1.10%
Mark Browning	634,408	2.12%	236,666	871,074	2.36%
Laura McGaughey	-	-	13,333	13,333	0.04%
Andrew Garard	56,666	0.19%	25,000	81,666	0.22%
Kathryn Herrick	-	-	25,000	25,000	0.07%

Concert Party Participation

The Concert Party has conditionally subscribed for, in aggregate, 3,819,332 Placing Shares at the Issue Price, as set out below:

Concert Party member	Number of Existing Ordinary Shares	Percentage of Issued Share Capital	Number of Placing Shares subscribed for	Number of Ordinary Shares upon Admission	Percentage of Issued Share Capital upon Admission (excluding Retail Offer Shares)
Herald	9,644,786	32.29%	2,152,666	11,797,452	32.00%
John Booth Parties	1,376,212	4.61%	1,666,666	3,042,878	8.25%

Following Admission, the Concert Party will be interested in, in aggregate, 14,840,330 Ordinary Shares, representing approximately 40.25 per cent. of the voting rights of the Company (assuming no Retail Offer Shares are subscribed for).

The Concert Party’s participation in the Placing remains subject to the agreement of the Takeover Panel, and subject to approval by Independent Shareholders (being Shareholders other than members of the Concert Party and the Placees) on a poll of the Whitewash Resolution, to waive the requirement for Herald and the other members of the Concert Party to make an offer under Rule 9 of the Takeover Code to all Shareholders where such an obligation would otherwise arise as a result of the Fundraise.

Admission and dealings

The Placing Shares, when issued, will be 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, made or paid after the date of issue.

Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM (“Admission”). Settlement and Admission for the Placing Shares are expected to take place on or before 8.00 a.m. on 20 November 2026 (or such later time and/or date as SCM Securities may agree with the Company, being not later than 8.00 a.m. on 11 December 2026).

The Placing remains conditional upon, among other things, the Financing Approval being granted, the passing of the Resolutions at the General Meeting, the Rule 9 Waiver being obtained, Admission becoming effective and the Placing Agreement becoming unconditional in respect of the Placing and not having been terminated in accordance with its terms.

The person responsible for arranging the release of this Announcement on behalf of the Company is Laura McGaughey, a director of the Company.

Capitalised terms used in this announcement shall, unless defined in this announcement or unless the context provides otherwise, bear the same meaning ascribed to such terms in the Launch Announcement.

Enquiries:

Zinc Media Group plc	[phone]
Mark Browning (Chief Executive Officer) Laura McGaughey (Chief Financial Officer)
Singer Capital Markets – Nominated Adviser, Sole Bookrunner and Sole Broker	[phone]
James Moat / Paul Richards / Dan Ingram

About Zinc Media Group

Zinc Media is a premium television and content creation group. The award-winning and critically acclaimed television labels include Atomic, Brook Lapping, Electric Violet, Raw Cut, Rex, Red Sauce, Supercollider, Tern Television, Tomas TV, along with Bumblebee Post-Production, and produce programmes across a wide range of factual genres for UK and international broadcasters.

Zinc Media Group's commercial content creation unit includes The Edge, one of the UK's largest brand film-making companies, and Zinc Audio, specialising in podcasts and radio production.

For further information on Zinc Media, please visit www.zincmedia.com.

IMPORTANT NOTICES

The distribution of this Announcement and/or the Placing and/or issue or sale of the Placing Shares in certain jurisdictions may be restricted by law.  No action has been taken by Zinc Media, Singer or any of its or their respective affiliates, agents, directors, officers, consultants, partners or employees ("Representatives") that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required.  Persons into whose possession this Announcement comes are required by Zinc Media and Singer to inform themselves about and to observe any such restrictions.

This Announcement or any part of it is for information purposes only and 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 any Restricted Jurisdiction.  No public offering of the Placing Shares is being made in any such jurisdiction.

Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any such action.

This Announcement may contain, or may be deemed to contain, "forward-looking statements" with respect to certain of Zinc Media's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives 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 Zinc Media, 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 Zinc Media and its affiliates operate, the effect of volatility in the equity, capital and credit markets on Zinc Media's profitability and ability to access capital and credit, a decline in Zinc Media'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 Zinc Media 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 Zinc Media speak only as of the date they are made.  Except as required by applicable law or regulation, Zinc Media 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 Zinc Media's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

SCM Securities and SCM Advisory are each authorised and regulated by the Financial Conduct Authority (the "FCA") in the United Kingdom and are acting exclusively for Zinc Media and no one else in connection with the Accelerated Bookbuild and the Fundraise, and neither will be responsible to anyone (including any Placees) other than Zinc Media for providing the protections afforded to their clients or for providing advice in relation to the Accelerated Bookbuild or the Fundraise or any other matters referred to in this Announcement. The responsibilities of SCM Advisory as the Company's Nominated Adviser under the AIM Rules for Companies and 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 shareholder of the Company or any other person.

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 Singer or by any of its Representatives 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 therefor is expressly disclaimed. Neither the Company, Singer nor any of their respective parent or subsidiary undertakings or the subsidiary undertakings of any such parent undertakings or any of their respective directors, officers, partners, employees, agents, affiliates, representatives or advisers, or any other person their respective affiliates and advisers, agents and/or any other party undertakes or is under any duty to update this announcement or to correct any inaccuracies in any such information which may become apparent or to provide any person with any additional information. Save in the case of fraud, no responsibility or liability is accepted by any such person for any errors, omissions or inaccuracies in such information or opinions or for any loss, cost or damage suffered or incurred, however arising, directly or indirectly, from any use of, as a result of the reliance on, or otherwise in connection with, this announcement. In addition, no duty of care or otherwise is owed by any such person to recipients of this announcement or any other person in relation to this announcement.

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 Zinc Media for the current or future financial years would necessarily match or exceed the historical published earnings per share of Zinc Media.

This Announcement is for information purposes only and shall not constitute an offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for any securities, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unauthorised or unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any failure to comply with these restrictions may constitute a violation of the securities law of any such jurisdiction.

The contents of this Announcement have not been examined or approved by the London Stock Exchange, nor has it been approved by an "authorised person" for the purposes of Section 21 of the FSMA. This Announcement is being distributed to persons in the United Kingdom only in circumstances in which section 21(1) of the FSMA does not apply.

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, and persons needing advice should consult an independent financial adviser.

The Placing Shares to be issued or sold 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 Zinc Media's website nor any website accessible by hyperlinks on Zinc Media's website is incorporated in, or forms part of, this Announcement.

Information to Distributors

UK product governance

Solely for the purposes of the product governance requirements contained within Chapter 3 of the FCA Handbook Production Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of investors who meet the criteria of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors (for the purposes of UK Product Governance Requirements) should note that: (a) the price of the Placing Shares may decline and investors could lose all or part of their investment; (b) the Placing Shares offer no guaranteed income and no capital protection; and (c) an investment in the Placing 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 Placing. 

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; 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 Placing Shares.

Each distributor is responsible for undertaking its own Target Market Assessment in respect of the Placing Shares and determining appropriate distribution channels.

EEA product governance

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures in the European Economic Area (together, 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 Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of (a) retail investors, (b) investors who meet the criteria of professional clients and (c) 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 should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing 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 Placing. 

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or 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 Placing Shares.

Each distributor is responsible for undertaking its own Target Market Assessment in respect of the Placing Shares and determining appropriate distribution channels.

 

END