Retail Offer to raise up to £0.25 million

Zinc Media Group PLC

30 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.

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 AMENDED (WHICH INCLUDES AN EXISTING MEMBER OF ZINC MEDIA GROUP PLC). ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND WILL BE ENGAGED IN ONLY BY SUCH PERSONS. THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES 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.

30 October 2026

 

Zinc Media Group plc

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

Retail Offer to raise up to £0.25 million

Zinc Media (AIM: ZIN), an award-winning television, brand and audio production group ("Zinc Media" or the “Company”, together with its subsidiary undertakings, the "Group") is pleased to announce a retail offer via BookBuild (the "Retail Offer") of up to 833,333 new ordinary shares of 0.125 pence each (“Ordinary Shares”) in the capital of the Company (the “Retail Offer Shares”) at a price of 30 pence per Retail Offer Share (the “Issue Price”).

In addition to the Retail Offer, on 29 October 2026 the Company announced the results of a placing of 7,000,000 new ordinary shares (the "Placing Shares") at the Issue Price to raise gross proceeds of approximately £2.1 million (the “Placing”). A separate announcement regarding the launch of the Placing and its terms was issued by the Company on 28 October 2026 (the “Launch Announcement”). For the avoidance of doubt, the Retail Offer is not part of the Placing. The Retail Offer is conditional on the completion of the Placing, but the Placing is not conditional upon the Retail Offer or the admission of the Retail Offer Shares.

The Retail Offer is wholly conditional upon, amongst other things, (a) completion of the Placing, (b) the Financing Approval being granted, (c) the passing of the Resolutions at the General Meeting by the Shareholders (or, in respect of the Whitewash Resolution, by the relevant majority of Independent Shareholders), (d) the Rule 9 Waiver being obtained, and (e) Admission becoming effective. Admission of the Retail Offer Shares pursuant to the Retail Offer (and the Placing Shares pursuant to the Placing) is expected to take place at 8.00 a.m. on or around 20 November 2026.  

Capitalised terms not defined in this announcement (this "Announcement") have the meanings given to them in the Launch Announcement.

Expected Timetable in relation to the Retail Offer

Retail Offer opens	7.05 a.m. on 30 October 2026
Latest time and date for commitments under the Retail Offer	12.00 p.m. on 4 November 2026
Results of the Retail Offer announced	4 November 2026
General Meeting	On or around 19 November 2026
Admission and dealings in the Retail Offer Shares issued pursuant to the Retail Offer commence	On or around 20 November 2026

Notes:

1. Each of the times and dates above are indicative only and subject to change. If any of the above times and/or dates change, the revised times and/or dates will be notified by the Company to Shareholders by announcement through a Regulatory Information Service.

2. All of the above times refer to London time.

3. Admission is conditional on, amongst other matters, the Financing Approval being granted, the passing of the Resolutions at the General Meeting without amendment, the Rule 9 Waiver being obtained and the Placing Agreement becoming unconditional in all respects (save for Admission) and not having been terminated in accordance with its terms by SCM Securities.

Dealing Codes

Ticker	ZIN
ISIN for the Ordinary Shares	GB00BJVLR251
SEDOL for the Ordinary Shares	BJVLR25

Retail Offer

The Company values its retail shareholder base and believes that it is appropriate to provide its retail shareholders in the United Kingdom the opportunity to participate in the Retail Offer. The Company is therefore making the Retail Offer available in the United Kingdom through the financial intermediaries which will be listed, subject to certain access restrictions, on the following website:

https://www.bookbuild.live/deals/L1PKDQ/authorised-intermediaries

Singer Capital Markets Securities Limited will be acting as retail offer coordinator in relation to this Retail Offer (the “Retail Offer Coordinator”).

Existing retail Shareholders can contact their broker or wealth manager ("Intermediary") to participate in the Retail Offer. In order to participate in 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). Should any intermediary or its underlying client fail to meet the terms and conditions of the Retail Offer, the Retail Offer Coordinator retains the right to deny participation on this basis.

Any expenses incurred by any intermediary are for its own account. Shareholders should confirm separately with any 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 is available only to existing Shareholders of the Company who are resident in the United Kingdom, who apply through a participating intermediary and satisfy the eligibility requirements set out below. Eligible shareholders include persons holding Ordinary Shares directly or beneficially through a nominee. The Retail Offer opens on the publication of this announcement and is expected to close at 12.00 p.m. on 4 November 2026. Investors should note that financial 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 existing retail Shareholders, please contact the Retail Offer Coordinator or BookBuild at email: [e-mail].

The Retail Offer which is the subject of this announcement is and will, at all times, only be made to, directed at and may only be acted upon by those persons who are, existing 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 an existing  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, Spreadbets 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 of Retail Offer Shares at its absolute 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.

Application will be made to the London Stock Exchange for the Retail Offer Shares to be admitted to trading on AIM. Admission and the commencement of dealings in the Retail Offer Shares is expected to take place at 8.00 a.m. on or around 20 November 2026, with the Retail Offer Shares expected to be credited to the relevant CREST accounts as soon as possible thereafter in accordance with the applicable settlement arrangements.

The net proceeds of the Retail Offer will be used for general working capital and to support and strengthen the Group’s balance sheet.

The Retail Offer is offered in the United Kingdom under an exemption from the prohibition of public offers specified in Part 1 of Schedule 1 of the Public Offers and Admissions to Trading Regulations 2024.

The Retail Offer is not being made into any jurisdiction other than the United Kingdom or to US Persons (as defined in Regulation S of the US Securities Act 1933, as amended).

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 UK MAR.

There is a minimum subscription of £100.00 per investor under the terms of the Retail Offer which is open to investors in the United Kingdom subscribing via the intermediaries which will be listed, subject to certain access restrictions, on the following website:

https://www.bookbuild.live/deals/L1PKDQ/authorised-intermediaries

There is no maximum application amount to apply in the Retail Offer. The terms and conditions on which Shareholders subscribe will be provided by the relevant financial intermediaries including relevant commission or fee charges.

Shareholders 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. Shareholders 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.

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

About Zinc Media Group

Zinc Media Group plc 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 Retail Offer and/or issue or sale of the Retail Offer 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 Retail Offer Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Retail Offer 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 Retail Offer Shares is being made in any such jurisdiction.

All offers of the Retail Offer Shares in the United Kingdom will be made pursuant to an exemption from the requirement to produce a prospectus under the Public Offers and Admissions to Trading Regulations 2024 (“POATR”).  In the United Kingdom, this Announcement is being directed solely at persons in circumstances in which section 21(1) of the Financial Services and Markets Act 2000 (as amended) (“FSMA”) does not require the approval of the relevant communication by an authorised person. 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 amended (which includes an existing member of the Company).

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 and will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the Retail Offer and will not be responsible to anyone other than Zinc Media for providing the protections afforded to its clients, nor for providing advice in connection with the Retail Offer, Admission and the other arrangements 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 Retail Offer Shares to be issued pursuant to the Retail Offer 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 Product 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 Retail Offer 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 Retail Offer Shares may decline and investors could lose all or part of their investment; (b) the Retail Offer Shares offer no guaranteed income and no capital protection; and (c) 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 the requirements of 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 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 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.

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 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 (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 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 the requirements of 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 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 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.

 

END