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Tuesday 04 May, 2021

Dianomi PLC

Intention to Float

RNS Number : 3090X
Dianomi PLC
04 May 2021
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE UNITED STATES OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

 

This announcement does not constitute or form part of, and should not be construed as, an offer to sell or issue, or a solicitation of any offer to buy or subscribe for, any securities, in any jurisdiction, including in or into the United States   of America (including its territories and possessions, any state of the United States and the District of Columbia (the "United States" or the "US")), Australia, Canada, Japan, the Republic of South Africa (each a "Restricted Jurisdiction") or any other jurisdiction where to do so might constitute a violation or breach of any applicable law nor should it or any part of it form the basis of, or be relied on in connection with, any contract or commitment whatsoever. Investors should not use this announcement as the basis for any investment in the securities of the Company which should only be made on the basis of information contained in the admission document (the "Admission Document") intended to be published by Dianomi plc (the "Company" and, together with its subsidiary undertakings, the "Group", "Dianomi") in due course in connection with the proposed admission of its ordinary shares to trading on the AIM market ("AIM") of London Stock Exchange plc (the "London Stock Exchange"), ("Admission").  Copies of the Admission Document will, following publication, be available for inspection on the Company's website at   www.dianomi.com

 

4 May 2021

Dianomi plc

Announcement of intention to float on AIM

 

Dianomi, a leading provider of native digital advertising services to premium clients in the Financial Services and Business sectors, announces its intention to seek admission of its shares to trading on AIM. Admission is expected to take place during May 2021.

Dianomi

· Commenced trading in 2003 and now operating from offices in London, New York and Sydney.

·The Group enables premium brands to deliver native advertisements to a targeted audience across the desktop and mobile websites and Apps of premium publishers.

·  Clients include 7 of the world's top 10 largest asset management companies, 7 out of the top 10 of the largest wealth management firms in the US and half of the top 10 largest banks in the US. 

·Provides advertisers access to an international audience of 438 million devices per month through its partnerships with over 300 premium publishers of business and finance content, including blue chip names such as Reuters, Bloomberg and WSJ. 

Transparent Business Model

· Adverts served are contextually relevant to the content of the webpages on which they appear and mirror the style of the page, which enhances reader engagement.

· Advertising revenue is generated on a per-click basis, or a per view basis (with video advertisements)

· Dianomi's solutions are enabled by its technology platform and in particular its proprietary ad platform, scalable cloud technology and high availability system architecture

Strong Financial Track Record

·The Group has a strong track record of growing revenue and profit. Over the last five years, Dianomi has grown revenue at a CAGR of 47.4 per cent.

· In FY 2020, revenue was £28.43m, representing growth of 58.8 per cent. compared to FY19. The majority of the Group's revenue is generated in the Americas (FY20: 76.6 per cent.), followed by EMEA (FY20: 17.0 per cent.), and APAC (FY20: 6.4 per cent.). 

· Earnings before interest and taxation was £2.02m in FY20 having grown from £0.25m in FY19. 

Large and Fast Growing Addressable Market

·Spending by the Financial Services industry on digital advertising in the US alone has grown from $10.85 billion in 2017 to $19.62 billion in 2020 and is expected to reach $23.56 billion in 2021 (source: eMarketer).

· Furthermore, eMarketer estimates 64.8 per cent. of all US digital display ad spending, or $52.75 billion, will be spent on native advertising, showing strong growth from 48.2 per cent., or $16.68 billion, in 2016.

No Cookies - No Problem

·Alongside organic growth in the digital advertising market, there is also a profound shift as new laws to protect the privacy of consumers is expected to result in a reduction in the use of third party cookies for targeting online adverts.  Third party cookies are currently used by a high proportion of digital advertisers; however, Dianomi primarily offers contextual advertising which does not rely on third party data or cookies to target audiences and therefore the Group is well positioned for future regulatory changes and privacy enhancements.

Premium Focus

· A key driver of Dianomi's growth is its focus on the premium segment of the markets in which it operates.

· A high proportion of advertisers who apply to use Dianomi's platform are turned down by the Group in order to preserve the premium quality of the service offered.

Future Growth

· The Directors believe there are significant growth opportunities within both existing and new territories and within the existing vertical focus on the Financial Services and Business sectors as well as new potential verticals.

· The Group has a significant pipeline of premium publishers which presents an immediate avenue for further growth. 

· In addition, the Directors believe there is an opportunity to continue to expand the rapidly growing mobile and video segments: 

The Group's Mobile revenue has grown from less than £0.95 m in Q1 2018 to more than £4.89m in Q1 2021.

There has also been rapid growth in its Video revenue, increasing from less than £0.04m in Q4 2019 to over £0.32m in Q1 2021. 

· Expansion into other verticals, most imminently with the premium Lifestyle content vertical, will enable the Group to better serve existing publisher partners who want to monetise their lifestyle content and advertiser partners who wish to target audiences of this content.

· In order to further expedite the Group's organic growth, the Group intends to use part of the proceeds from the issue of the New Shares to expand the Group's sales and marketing capabilities in North America and EMEA.

Rupert Hodson, Chief Executive Officer of Dianomi, said:

"We believed when we founded Dianomi that digital advertising spend would surpass print. This has proved to be true and in the last 4 years digital advertising has truly taken off, particularly in our core financial market and is predicted in the US to reach $23 billion in 2021, up over 100% from 2017.

With consumers now having transferred in large numbers to reading news online via phone, tablet or laptop. This has created significant sustainable organic growth for Dianomi, as well as opportunities to expand our presence in the mobile and video segments alongside entering new sectors where our premium positioning can naturally transfer. Our proposed IPO is therefore intended to help accelerate our ability to take advantage of these opportunities."

Differentiated service offering

The Directors believe that the Group's native advertising offering is differentiated in a number of ways, including, but not limited to:

· limited reliance on third party data (including the use of third party cookies) for serving its adverts. Instead, adverts are served based on contextual relevance, which the Directors believe also protects the Group against potential future tightening of data privacy legislation

· payment for its services on a performance basis: revenue is generated on a per-click basis, or a per view basis (with video advertisements) and advertisers are charged when a reader clicks an advert on a publishers' website. Dianomi collects the payment made by advertisers, retaining a share and passing the rest on to the publisher, meaning its interests are fully aligned with those of both advertisers and publishers

· its focus specifically on the Financial Services and Business sectors to date, while currently rolling out to the Lifestyle vertical which is complementary in its focus on premium brands and audiences

· its focus on premium advertisers and publishers delivering 'brand safe' advertising to an affluent audience at scale

· Dianomi's proprietary software which focuses on maximising revenue for the publisher and provides transparency and control over the full lifecycle of an advert

· multi-channel distribution (desktop, tablet, mobile, Apps, Google AMP, Apple News) on a global scale

 

Panmure Gordon (UK) Limited is acting as Nominated Adviser, sole broker and sole bookrunner in relation to the proposed placing (the "Placing") and Admission. Admission is expected to take place in late May 2021.

 

For further information contact:

Dianomi

Rupert Hodson (Chief Executive Officer)

Charlotte Stranner (Chief Financial Officer)

 

Tel: +44 (0)207 802 5530

Panmure Gordon (NOMAD, Sole Broker and Sole Bookrunner)

Rupert Dearden, Corporate Broking

Emma Earl/ Freddy Crossley, Corporate Finance

 

Tel: +44 (0)207 886 2500

Novella Communications

Tim Robertson / Fergus Young

 

Tel: +44 (0)203 151 7008

 

 

Forward-looking statements

This announcement includes statements that are, or may be deemed to be, ''forward-looking statements''. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms ''believes'', ''estimates'', ''anticipates'', ''expects'', ''intends'', ''plans'', ''may'', ''will'' or ''should'' or, in each case, their negative or other variations or comparable terminology. All statements other than statements of historical fact included in this announcement are forward-looking statements. They appear in a number of places throughout this announcement and include statements regarding the Directors' or the Group's intentions, beliefs or current expectations concerning, among other things, its operating results, financial condition, prospects, growth, expansion plans, strategies, the industry in which the Group operates and the general economic outlook.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future and therefore are based on current beliefs and expectations about future events. Forward-looking statements are not guarantees of future performance and the Group's actual operating results and financial condition, and the development of the industry in which it operates may differ materially from those made in or suggested by the forward-looking statements contained in this announcement. In addition, even if the Group's operating results, financial condition and liquidity, and the development of the industry in which the Group operates are consistent with the forward- looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods. Accordingly, prospective investors should not rely on these forward-looking statements.

These forward-looking statements speak only as of the date of this announcement. The Company and Panmure Gordon expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto, any new information or any change in events, conditions or circumstances on which any such statements are based, unless required to do so by law or any appropriate regulatory authority.

 

Important Notices

 

This is a financial promotion and is not intended to be investment advice.

The contents of this announcement, which has been prepared by and is the sole responsibility of the Company, have been approved by Panmure Gordon (UK) Limited solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000.

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and persons into whose possession this announcement comes should inform themselves about and observe any relevant restrictions. In particular, this announcement is not for release, publication or distribution, directly or indirectly, in, into or from the United States, Canada, Australia, the Republic of South Africa, New Zealand or Japan.

This announcement does not constitute or form part of any offer or invitation to sell or issue or any solicitation of any offer to purchase or subscribe for any securities in any jurisdiction, nor shall it (or any part of it) or the fact of its distribution form the basis of, or be relied upon in connection with, or act as any inducement to enter into, any contract or commitment in relation thereto.

Recipients of this announcement who intend to purchase or subscribe for Ordinary Shares in the Company following publication of the final Admission Document are reminded that any such purchase or subscription must only be made solely on the basis of the information contained in the Admission Document (and, if relevant, any supplementary admission document) relating to the Company in its final form. The Ordinary Shares mentioned herein have not been, and will not be, registered under the US Securities Act of 1933 (as amended) (the "US Securities Act"), and may not be offered or sold in the United States except pursuant to an exemption from, or a transaction not subject to, the registration requirements of the US Securities Act. There will be no public offer of the Ordinary Shares in the United States and the information contained herein does not constitute an offering of securities for sale in the United States, Canada, Australia, the Republic of South Africa, New Zealand or Japan. No money, securities or other consideration is being solicited and, if sent in response to the information contained herein, will not be accepted.

Panmure Gordon (UK) Limited ("Panmure Gordon") is acting exclusively for the Company and no-one else in connection with any proposed placing of the Company's securities and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in relation to any proposed placing the contents of this announcement or any other matter referred to herein.

 Any placing of the Company's securities referred to herein if subsequently made will only be addressed to and directed at (A) persons in member states of the European Economic Area who are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129, as amended from time to time, (the "Prospectus Regulation"); (B) if in the United Kingdom, persons who are qualified investors within the meaning of the UK version of the Prospectus Regulation which forms part of domestic law pursuant to the European Union (Withdrawal) Act 2018 and who (i) have professional experience in matters relating to investments who fall within the definition of "Investment Professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (the "Order"); or (ii) are high net worth companies, unincorporated associations or partnership or trustees of high value trusts as described in Article 49(2) of the Order; and (C) otherwise, to persons to whom it may otherwise be lawful to communicate it (all such persons being referred to as "relevant persons").

The information contained in this announcement is for background purposes only and does not purport to be full or complete. Any future purchase of Ordinary Shares at or about the time of Admission should be made solely on the basis of the information contained in the Admission Document. No reliance may or should be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. The information in this announcement may be subject to change.

This announcement is not for publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, the Republic of Africa, New Zealand, Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws of 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. This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, the securities referred to herein to any person in any jurisdiction, including the United States, Australia, Canada, the Republic of South Africa, New Zealand or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful.

The securities referred to herein may not be offered or sold, transferred or delivered directly or indirectly, in the United States unless registered under the US Securities Act or offered in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act or any other applicable securities laws of the United States and in accordance with any applicable securities laws of any state or other jurisdiction of the United States. The securities referred to herein have not been and will not be registered under the US Securities Act or under the applicable securities laws of Australia, Canada, the Republic of South Africa, New Zealand or Japan. There will be no public offer of the Ordinary Shares in the United States, Australia, Canada, the Republic of South Africa, New Zealand or Japan. Subject to certain exceptions, the Ordinary Shares referred to herein may not be offered or sold in Australia, Canada, the Republic of South Africa, New Zealand or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, the Republic of South Africa, New Zealand or Japan.

Any investment or investment activity to which this announcement relates will be available only to relevant persons (as defined above) and will be engaged in only with such persons. Other persons should not rely or act upon this announcement or any of its contents.

The timetable for Admission may be influenced by a range of circumstances such as market conditions. There is no guarantee that Admission will occur. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all or part of the amount invested. Persons considering making such an investment should consult an authorised person specialising in advising on such investments.

This announcement does not constitute a recommendation concerning Admission or the Ordinary Shares. The value of Ordinary Shares and the income from them is not guaranteed and can fall as well as rise due to stock market and currency movements. On any sale of an investment an investor may get back less than he or she originally invested. Potential investors should consult a professional adviser as to the suitability of the Ordinary Shares for the person concerned before making any investment decision. Past performance cannot be relied upon as a guide to future performance.

Panmure Gordon, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for the Company and no-one else in connection with Admission. Panmure Gordon will not regard any other person as its client in relation to Admission and will not be responsible to anyone other than the Company for providing the regulatory protections afforded to its clients, nor for providing advice in relation to the contents of this announcement or any transaction, arrangement or other matter referred to herein.

Neither Panmure Gordon, nor any of its directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to 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, its subsidiaries 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 this announcement or its contents or otherwise arising in connection therewith.

Certain figures contained in this announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this document may not conform exactly with the total figure given.

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