Schedule One - All Things Considered Group PLC

AIM

19 November 2025

 

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

All Things Considered Group PLC ("ATC" or the "Company", and including its subsidiaries, the "Group").

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES):

Registered office and principal trading address: The Hat Factory 168 Camden Street London NW1 9PT United Kingdom

COUNTRY OF INCORPORATION:

England and Wales

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

www.atcgroupplc.com/investors/

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY).  IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

All Things Considered Group PLC is a progressive, independent, music company operating internationally across multiple commercial areas of the music industry. The Group provides direct artist representation, including management and live booking, as well as merchandising, music promotion, live-streaming, event production and other services. ATC's integrated model unites multiple direct-to-fan capabilities under one roof, creating diversified revenue streams and positioning ATC to harness and unlock valuable data insights. It offers artists a comprehensive and connected approach to managing and growing their careers, enabled by integration of the Group's services and ATC's deep sector knowledge. The Group operates across three core segments, positioning it in key growth areas and providing access to key market intelligence and cross-service opportunities. The three segments are: ·    Representation - artist management and live agency ·    Services - marketing, e-commerce, merchandising and digital ·    Events - live events, festivals and experiential entertainment Representation - Artist Management and Live Agency Artist Management includes the following businesses: ATC Management (in Europe and the USA), ATC Composers, Raw Power Management and Real Life Management, which provide personal management for talent across various music genres. The Group manages and represents over 130 recording artists, songwriters, composers and performers, providing business guidance and negotiating commercial opportunities on their behalf.  In Live Agency, ROAM represents artists for concert and festival bookings internationally. Clients include internationally recognised artists such as Nick Cave, PJ Harvey, The Lumineers and Fontaines D.C., as well as a growing number of emerging and established acts across a range of music genres. Services - marketing, e-commerce, merchandising and digital ATC provides ancillary commercial services that support artists' businesses and fan engagement. These include music promotion and marketing (through Circa, a US headquartered marketing agency), merchandising and e-commerce (through Sandbag, a merchandising and e-commerce Company, also providing other direct-to-fan services), and digital content production and live streaming (through Driift, a full service live-stream production and distribution business). The Services segment enables artists to access services tailored towards specific business functions or opt for a fully integrated approach according to their business needs.  ATC is able to offer a broad spectrum of services and therefore bespoke support for each client, which the directors of ATC ("Directors") believe serves as a key commercial differentiator in the industry. Events - live events, festivals and experiential entertainment ATC operates businesses focussed on live events production, festivals, and experiential entertainment. ATC Experience, Joy Entertainment Group, and LiveX develop and promote concerts, theatrical productions and immersive fan experiences. Experiential entertainment is increasingly popular as audiences seek unique, engaging activities that offer greater engagement than traditional forms of entertainment. Experiential entertainment events, such as the Hamlet Hail to the Thief theatre production, can generate new intellectual property, and by providing integrated services, ATC is positioned to be able to develop new revenue opportunities for its clients. The three segments of Representation, Services and Events combine to deliver a range of business operations which put the artist at the centre of the artist's ecosystem. With over 900 artists now in ATC's client base across circa 1,200 business engagements, ATC is experiencing an increase in revenues whilst building brand equity and developing new opportunities to collaborate with artists, including opportunities for ATC to co-invest in the creation of new intellectual property (IP) across events and experiences. As artists increase their engagement across ATC's segments, the Directors believe that this offers opportunities to capture and commercialise fan data at scale. The music industry increasingly focuses on a more direct economic relationship between artist and fan. The Directors believe that by leveraging data that can be gathered across a wide set of artist and fan direct interactions, and then facilitating the direct commercial agreement between them, ATC's Integrated Artist Services model can provide a collaborative approach that keeps artists in control of their data while providing the tools to grow and control their own businesses. Through its ability to roundly service artists businesses, the Directors believe that the Group is positioned to harness and commercialise fan data. The Group's main country of operation is the UK, with headquarters in London, and offices in the key industry hubs of Los Angeles and New York. The Group has approximately 200 staff across the Group.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

23,421,467 ordinary shares of £0.01 each ("Ordinary Shares"), including 6,880,000 Ordinary Shares to be issued in a placing and subscription at an issue price of 125 pence per Ordinary Share, details of which have been separately announced by the Company today. No Ordinary Shares are held in treasury. No restrictions on the transferability of Ordinary Shares.

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Capital to be raised on admission: £8.6 million (before expenses) via a placing and subscription at 125 pence per Ordinary Share (the "Fundraising") details of which have been separately announced by the Company today. Anticipated market capitalisation on admission: £29.3 million

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

32.69 per cent.

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

The Ordinary Shares are currently admitted to trading on the Apex Segment of the Aquis Stock Exchange (AQSE) Growth Market which will be withdrawn upon admission of the Ordinary Shares to trading on AIM.

THE COMPANY HAS APPLIED FOR THE VOLUNTARY CARBON MARKET DESIGNATION (Y/N)

No

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Andrew (Andy) John Glover - Non-Executive Chair Adam Charles O'Driscoll (known as Driscoll) - Chief Executive Officer Deborah (Debbie) Lovegrove - Chief Financial Officer Brian John Message - Executive Director Craig Newman - Executive Director Emma Jane Stoker (Emma Jane O'Shea by marriage) - Executive Director Clifford (Cliff) Gary Fluet - Non-Executive Director (from admission)

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

Significant Shareholder % before admission % after admission Schroder Investment Management 16.50% 13.02% Craig Newman* 8.44% 7.96% Brian Message* 6.48% 4.58% UBS Wealth Management 5.32% 3.76% Nicholas Lawson 4.81% 7.10%** Adam Driscoll* 4.18% 2.95% Kipling House Holdings Limited 4.12% 2.91% Stuart Roden 3.48% 5.87% Octopus Investments Limited - 3.42% *Directors ** From admission, Nicholas Lawson's holding includes 68,208 Ordinary Shares held by Ocean Wall Limited which he has a beneficial interest in.

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

Adam O'Driscoll Deborah Lovegrove

(i)         ANTICIPATED ACCOUNTING REFERENCE DATE (ii)        DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information) (iii)       DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i)         31 December (ii)        N/A as no admission document. However, the most recent financial results are for the unaudited half year to 30 June 2025, which were published on 26 September 2025 (iii)       30 June 2026 in respect of the year ending 31 December 2025; 30 September 2026 in respect of the six months ending 30 June 2026; and 30 June 2027 in respect of the year ending 31 December 2026

EXPECTED ADMISSION DATE:

17 December 2025

NAME AND ADDRESS OF NOMINATED ADVISER:

Allenby Capital Limited 5 St Helen's Place London EC3A 6AB

NAME AND ADDRESS OF BROKER:

Allenby Capital Limited 5 St Helen's Place London EC3A 6AB

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

N/A An appendix to this Schedule One is available at www.atcgroupplc.com/investors/ with further information on the Company.

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

The QCA Corporate Governance Code

DATE OF NOTIFICATION:

19 November 2025

NEW/ UPDATE:

New

QUOTED APPLICANTS MUST ALSO COMPLETE THE FOLLOWING:

THE NAME OF THE AIM DESIGNATED MARKET UPON WHICH THE APPLICANT'S SECURITIES HAVE BEEN TRADED:

The Apex segment of the Aquis Stock Exchange (AQSE) Growth Market

THE DATE FROM WHICH THE APPLICANT'S SECURITIES HAVE BEEN SO TRADED:

21 December 2021

CONFIRMATION THAT, FOLLOWING DUE AND CAREFUL ENQUIRY, THE APPLICANT HAS ADHERED TO ANY LEGAL AND REGULATORY REQUIREMENTS INVOLVED IN HAVING ITS SECURITIES TRADED UPON SUCH A MARKET OR DETAILS OF WHERE THERE HAS BEEN ANY BREACH:

The Company confirms that, following due and careful enquiry, it has adhered to legal and regulatory requirements involved in having its securities admitted to trading on the Apex segment of the AQSE Growth Market.

AN ADDRESS OR WEB-SITE ADDRESS WHERE ANY DOCUMENTS OR ANNOUNCEMENTS WHICH THE APPLICANT HAS MADE PUBLIC OVER THE LAST TWO YEARS (IN CONSEQUENCE OF HAVING ITS SECURITIES SO TRADED) ARE AVAILABLE:

www.atcgroupplc.com/investors/

DETAILS OF THE APPLICANT'S STRATEGY FOLLOWING ADMISSION INCLUDING, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING STRATEGY:

The Group's focus is on expanding its footprint within the rapidly evolving music industry. The global music industry is a multi-billion-dollar market undergoing significant transformation driven by technological innovations, shifting consumer demands, and, the Directors believe, an increasing recognition that the future of the industry lies with the artist and their ability to engage directly with their fanbases. ATC's integrated model unites multiple direct-to-fan capabilities under one roof creating diversified revenue streams and positioning ATC to harness and unlock valuable data insights, which the Directors believe gives the Group a competitive differentiation. The Group's growth strategy focuses on expanding its integrated approach to talent management, live booking, live-streaming and artist services while continuing to deepen relationships with artists across multiple service lines. Through this approach, the Group aims to enable artists to maximise their commercial potential by harnessing and optimising additional sources of fan data, whilst broadening its participation across the music industry's multiple revenue streams. To deliver its growth strategy, the Group will build artist first ecosystems at scale and continue to employ the following strategies in the respective service areas: ·    Talent acquisition and development - the Group will seek to expand and diversify the number of artist businesses the Group works with by identifying potential new clients, including both emerging talent and established talent seeking new representation, while driving the long-term growth of existing clients' businesses. ·    Expanding live touring & booking services - the Directors intend to increase the scope and reach of the Group's live booking division. ·    Data driven growth and fan engagement - the Group has, via its clients, a digital footprint which the Directors believe can be leveraged to increase artists' fan engagement and drive direct-to-fan revenue. The Group intends to scale through the strategic aggregation and deployment of fan data. ·    Diversifying revenue streams - the Group will seek to expand and strengthen revenue generation by broadening its service capabilities through strategic expansion. The Company is exploring opportunities to acquire or develop complementary businesses that align with the Group's strategy. This approach is designed to enhance long-term value, enhance existing client and artist relationships, and build greater operational resilience. ·    Co-creation, co-production and new IP generation - the Company aims to seize opportunities for co-creating and co-producing new IP through live events, experiences, and innovative partnerships.

A DESCRIPTION OF ANY SIGNIFICANT CHANGE IN FINANCIAL OR TRADING POSITION OF THE APPLICANT, WHICH HAS OCCURRED SINCE THE END OF THE LAST FINANCIAL PERIOD FOR WHICH AUDITED STATEMENTS HAVE BEEN PUBLISHED:

Save as set out in the Company's half year results for the six months to 30 June 2025, published on 26 September 2025, there has been no significant change in the financial or trading position of the Company since the end of the last financial period for which audited statements have been published, being the year to 31 December 2024.

A STATEMENT THAT THE DIRECTORS OF THE APPLICANT HAVE NO REASON TO BELIEVE THAT THE WORKING CAPITAL AVAILABLE TO IT OR ITS GROUP WILL BE INSUFFICIENT FOR AT LEAST TWELVE MONTHS FROM THE DATE OF ITS ADMISSION:

The Directors of the Company have no reason to believe that the working capital available to the Company or its group will be insufficient for at least twelve months from the date of its admission to AIM.

DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT TO RULE 7 OF THE AIM RULES:

N/A

A BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR SETTLING THE APPLICANT'S SECURITIES:

The Company's ordinary shares can be settled through CREST and in certificated form.

A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING TO THE APPLICANT'S SECURITIES:

www.atcgroupplc.com/investors/

INFORMATION EQUIVALENT TO THAT REQUIRED FOR AN ADMISSION DOCUMENT WHICH IS NOT CURRENTLY PUBLIC:

The Appendix to this Schedule One contains information equivalent to that required for an Admission Document and which is not currently public and is available on the Company's website at www.atcgroupplc.com/investors/

A WEBSITE ADDRESS OF A PAGE CONTAINING THE APPLICANT'S LATEST ANNUAL REPORT AND ACCOUNTS WHICH MUST HAVE A FINANCIAL YEAR END NOT MORE THEN NINE MONTHS PRIOR TO ADMISSION AND INTERIM RESULTS WHERE APPLICABLE.  THE ACCOUNTS MUST BE PREPARED IN ACCORDANCE WITH ACCOUNTING STANDARDS PERMISSIBLE UNDER AIM RULE 19:

www.atcgroupplc.com/investors/

THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY:

There are no Ordinary Shares held in treasury.

 

END