Proposed Fundraise
Summary by AI BETAClose X
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For immediate release
28 October 2026
Zinc Media Group plc
(“Zinc Media”, the “Group” or the “Company”)
Proposed Fundraise to raise a minimum of £2 million
Introduction
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 proposed conditional placing to raise a minimum of £2 million (the “Placing”) at a price of 30 pence per new ordinary share (the “Issue Price”).
Additionally, it is proposed that there will be a separate conditional retail offer to existing Shareholders via the BookBuild platform (the “Retail Offer”, together with the Placing, the “Fundraise”) to raise further proceeds of up to £0.25 million (before expenses) at the Issue Price. The Retail Offer aims to provide existing retail Shareholders in the Company with an opportunity to participate in the Fundraise. A separate announcement will be made by the Company regarding the Retail Offer and its terms. It is expected that the announcement for the Retail Offer will be published by the Company on 30 October 2026. Those investors who subscribe for Retail Offer Shares pursuant to the Retail Offer will do so pursuant to the terms and conditions of the Retail Offer contained in that announcement. The Retail Offer is conditional on the completion of the Placing, but the Placing is not conditional on the completion of the Retail Offer. For the avoidance of doubt, the Retail Offer is not part of the Placing.
Herald Investment Trust plc, as well as certain connected entities (being, together, “Herald”), and John Booth and the John Booth Charitable Foundation (being, together, the “John Booth Parties”) are collectively deemed to constitute a concert party (the “Concert Party”) for the purposes of the City Code on Takeovers and Mergers (the “Takeover Code”). Herald Investment Trust plc, the Company's largest shareholder, and the John Booth Parties have indicated their intention to support the Fundraise.
The aggregate proposed issue of Placing Shares to the Concert Party would be such that the increase in its percentage holding of voting rights in the share capital of the Company would require a waiver pursuant to Rule 9 of the Takeover Code.
The Fundraise is therefore conditional, inter alia, upon the UK Panel on Takeovers and Mergers (the "Panel") agreeing to waive the obligation under Rule 9 of the Takeover Code to make a mandatory offer for the entire issued share capital of the Company which would otherwise apply to the Concert Party upon completion of the Fundraise (the "Rule 9 Waiver"), subject to the approval of the Independent Shareholders (the “Whitewash Resolution”).
Singer Capital Markets Securities Limited (“SCM Securities”) will commence a bookbuilding process in respect of the Placing (the "Accelerated Bookbuild") immediately following the publication of this announcement (this “Announcement”).
Fundraise Highlights
● Placing to raise a minimum of £2 million.
● Retail Offer to raise up to £0.25 million.
● The net proceeds from the Fundraise will be used by the Company principally to fund several overlapping large-scale productions and the Group's evolving working capital profile, including slower client payment terms in the Middle East.
● The Company is in constructive discussions with Lloyds Bank plc to forgo certain covenant tests under the terms of its Facility (the “Financing Approval”), which will give the Company greater cash flexibility in the immediate term. The Financing Approval being granted and the Fundraise are interconditional.
● All of the directors of Zinc Media (the "Directors" or the "Board") intend to participate in the Placing. Further details will be set out in the announcement summarising the results of the Fundraise.
● The Issue Price of 30 pence per New Ordinary Share represents a discount of approximately 31.0 per cent. to the closing middle market price of 43.5 pence per Ordinary Share on 27 October 2026, being the latest practicable date prior to the publication of this Announcement.
● The Placing Shares, assuming the minimum take-up, will represent approximately 22.3 per cent. of the existing issued share capital of Zinc Media (the "Existing Ordinary Shares").
● SCM Securities is acting as sole bookrunner and sole broker in connection with the Fundraise. Singer Capital Markets Advisory LLP (“SCM Advisory” and, together with SCM Securities, “Singer”) is acting as nominated adviser to the Company.
● SCM Securities will commence the Accelerated Bookbuild immediately following the publication of this Announcement. The final number of Placing Shares to be placed will be determined by SCM Securities, in consultation with the Company, at the close of the Accelerated Bookbuild and the result will be announced as soon as practicable thereafter. The timing for the close of the Accelerated Bookbuild and the allocation of the Placing Shares will be determined together by SCM Securities and the Company.
● The Fundraise is conditional upon, amongst other things, the Financing Approval being granted, the Rule 9 Waiver, and the resolutions (the “Resolutions”) required to implement the Fundraise being duly passed by Shareholders (or, in respect of the Whitewash Resolution, by the relevant majority of Independent Shareholders) at the general meeting proposed to be held at the offices of Singer Capital Markets, 1 Bartholomew Lane, London, EC2N 2AX on or around 19 November 2026 (the “General Meeting”).
● A circular containing further details of the Fundraise, the Rule 9 Waiver and a notice convening the General Meeting to pass the Resolutions (the "Circular") is expected to be despatched to Shareholders on or around 3 November 2026 and the Circular, once published, will be available on the Company's website at: www.zincmedia.com.
● The Placing is subject to the terms and conditions set out in the appendix (the “Appendix”) to this Announcement. The Appendix forms part of this Announcement.
● The Fundraise is not being underwritten.
Capitalised terms used in this Announcement (including the Appendix) have the meanings given to them in the section headed "Definitions" at the end of this Announcement, unless the context provides otherwise.
Enquiries:
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Zinc Media Group plc |
+44 (0) 20 7878 2311 |
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Mark Browning (Chief Executive Officer) Laura McGaughey (Chief Financial Officer) |
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Singer Capital Markets – Nominated Adviser, sole bookrunner and sole broker |
+44 (0) 20 7496 3000 |
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James Moat / Paul Richards / Dan Ingram |
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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
Background to and Reasons for the Fundraise
- Background to the Company
Zinc Media is a premium television and content creation group, producing factual, entertainment, events and branded content for broadcasters, streamers, brands and businesses in the United Kingdom and internationally.
The Group operates a multi-label model, under which thirteen creative labels are supported by a single central platform. The Group's commercial content division comprises The Edge, one of the United Kingdom's leading brand film-making businesses, and Zinc Audio, which specialises in podcast and radio production. In the first half of FY26, the Group launched Cicada, a dedicated artificial intelligence production label.
Central specialisms, including post-production, distribution, technology, artificial intelligence, marketing, business affairs, rights management, finance and human resources, are delivered to all labels from the Group's shared central platform.
The Group's content is commissioned and broadcast by, amongst others, the BBC, ITV, Channel 4, Channel 5, Sky, National Geographic, Discovery+ and UKTV, and the Group produces content for corporate and institutional clients including HSBC, PwC, Deloitte, Standard Chartered, Aramco, Thomson Reuters, Syngenta, Visit Qatar and Network Rail. Zinc Media content has been sold into more than 150 territories and the Group operates from seven offices worldwide. In FY25, revenue sources were highly diversified, with over 150 customers and with 88 per cent. of revenue derived from clients who were also clients in the prior financial year.
The Group's creative output has been widely recognised, with more than 700 international awards to date. Zinc Media was named Production Company of the Year at the New York Festivals TV & Film Awards for the fourth consecutive year, and The Edge was named Agency of the Year at the EVCOM London Industry Awards in 2025.
Alongside organic growth, the Group has pursued a selective buy-and-build strategy. The Edge, acquired in 2022, has grown revenue from £8.2 million pre-acquisition in FY21 to £12.6 million in FY25, an increase of 53 per cent., with EBITDA growing from £0.6 million to £1.0 million in respect of the same period. Raw Cut Ventures Ltd (“Raw Cut”), which was acquired in Q4 2024 and has since co-located into the Group's London headquarters.
The Group's strategy is built on three priority growth pillars, supporting the Board's medium-term ambition of £50 million of revenue and £5 million of EBITDA:
- Geographical expansion: growing the Group's Middle East revenues from £8.5 million in FY25 to more than £12 million by the end of FY28, building on long-established production bases in Qatar and Saudi Arabia;
- Genre diversification: growing revenues from live events, entertainment formats, digital and AI-enabled content from £2 million in FY25 to more than £6 million by the end of FY28; and
- IP exploitation: growing high-margin intellectual property and format-led revenues from £2.7 million in FY25 to £4.5 million by the end of FY28, through retaining a greater share of IP income, financing more of the Group's own shows, and distributing content directly and through digital and FAST partners.
- Rationale for the Fundraise
The Directors believe that the Group's operating model is changing in a way that requires a materially greater investment in working capital than has historically been the case.
Historically, a substantial proportion of the Group's revenue was generated from long-duration, broadcaster-funded productions, typically United Kingdom or international television series with values of £5 million to £7 million delivered over 18 to 24 months, with production financed through milestone payments received over the life of the production. As the Group has executed its growth strategy, its revenue base has evolved towards a larger number of shorter-cycle, overlapping projects, particularly in the Middle East and in the events, brand content and entertainment formats categories, which are frequently delivered over three to six months, carry materially higher peak cash requirements, and are subject to slower client payment terms. The Directors expect this trend to continue as the Group scales its geographical expansion and genre diversification pillars. Committed working capital is accordingly required in order for the Group to accept, and to deliver concurrently, the larger contracts now available to it.
This shift has been felt in the first half of FY26. Gross cash at 30 June 2026 was £2.8 million (30 June 2025: £4.2 million; 31 December 2025: £3.5 million) and the Group had net debt of £1.1 million (30 June 2025: net cash of £0.7 million). The Group used £1.1 million of cash in its operations in the period, principally as a result of working capital absorption arising from slower payment terms on certain Middle East productions, alongside £0.3 million of earn-out payments in respect of a prior acquisition and £0.4 million of restructuring payments made in delivering the Group's cost savings programme.
The phasing of revenue in the period has been affected by external factors outside the Group's control. Approximately £8 million of revenue and £3 million of gross margin originally anticipated in H1 FY26 has moved into H2 FY26, and £7 million of production which had been expected to contract for delivery in FY26 is now anticipated to be delivered in FY27, in each case predominantly as a result of the conflict in the Middle East and the consequent decision of certain large international clients to delay productions pending greater regional stability. The Directors do not consider these delays to reflect any loss of business or any change in the underlying strength of the Group's client relationships, but they have had the effect of deferring cash receipts.
The Directors believe that the Group is otherwise well positioned: gross margins increased by 7 percentage points to 44 per cent. in H1 FY26, £1 million of annualised cost savings have been realised under the 'One Zinc' initiative, and each of the three strategic growth pillars is performing at or ahead of plan. The Fundraise is intended to ensure that the Group has the financial flexibility to convert that positioning into revenue and earnings growth on the timetable set out in its strategic plan, rather than at a pace dictated by available working capital.
- Use of Proceeds
The Company is seeking to raise minimum gross proceeds of £2 million by way of the Fundraise. The net proceeds of the Fundraise will be used to fund the Group's working capital requirements and to support and strengthen its balance sheet.
On the basis of gross proceeds of a minimum of £2 million, the Directors currently intend that the net proceeds of the Fundraise will be applied to funding overlapping large-scale productions and the Group's evolving working capital profile, including slower client payment terms.
If the Resolutions are not passed at the General Meeting, the Financing Approval is not granted or the Rule 9 Waiver is not obtained, the anticipated proceeds of the Fundraise will not become available to the Company.
- Details of the Placing
SCM Securities is acting as the sole bookrunner in connection with the Placing. SCM Advisory is acting as nominated adviser to the Company.
The Placing will be effected by way of an Accelerated Bookbuild at the Issue Price. The Accelerated Bookbuild will open with immediate effect following the release of this Announcement in accordance with the terms and conditions set out in the Appendix.
The Concert Party has indicated an intention to subscribe for Placing Shares. Subject to completion of the Placing, the Concert Party, who currently hold, in aggregate, 36.9 per cent. of the voting rights of the Company, are expected to increase their aggregate holding of voting rights to such a level that, without a waiver of the obligations under Rule 9 of the Takeover Code, would require the Concert Party to make a general offer for the Company. The Fundraise will therefore be conditional on, inter alia, agreement by the Takeover Panel to the Rule 9 Waiver and the passing of the Whitewash Resolution (on a poll) by Independent Shareholders, such that any Shareholder presumed to be acting in concert with the Concert Party will be disenfranchised from voting.
The Placing is conditional upon, inter alia, the passing of the Resolutions, the Financing Approval being granted, the Rule 9 Waiver, and the placing agreement between the Company and SCM Securities (the “Placing Agreement”) not having been terminated in accordance with its terms. The Retail Offer is conditional on the completion of the Placing, but the Placing is not conditional on the completion of the Retail Offer.
The timing for the close of the Accelerated Bookbuild and allocation of the Placing Shares shall be at the absolute discretion of SCM Securities, in consultation with the Company. The final number of Placing Shares to be issued pursuant to the Placing will be agreed by SCM Securities and the Company at the close of the Accelerated Bookbuild. The results of the Placing will be announced as soon as practicable thereafter. The Placing is not being underwritten. The Placing Shares are not part of the Retail Offer.
The Takeover Code applies to the Company and as such the Shareholders are entitled to the protections afforded by the Takeover Code, as described in the section entitled ‘The Takeover Code’ below. There can be no guarantee that the Takeover Panel will grant the Rule 9 Waiver or that Independent Shareholders will pass the Whitewash Resolution. Should the Takeover Panel not agree to grant the Rule 9 Waiver or the approval of Independent Shareholders not be obtained at the General Meeting, the Fundraise will not proceed.
- Directors’ Participation in the Placing
All the Directors have indicated that they intend to participate in the Placing as set out below. Further details will be set out in the announcement regarding the results of the Placing.
|
Director |
Existing Holding |
Existing Holding Percentage |
Placing Participation |
|
Christopher Satterthwaite |
373,826 |
1.25 |
£10,000 |
|
Mark Browning |
634,408 |
2.12 |
£71,000 |
|
Laura McGaughey |
Nil |
0 |
£4,000 |
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Andrew Garard |
56,666 |
0.19 |
£7,500 |
|
Kathryn Herrick |
Nil |
0 |
£7,500 |
|
TOTAL |
|
|
£100,000 |
- The Takeover Code
The Fundraise gives rise to certain considerations under the Takeover Code and Shareholders are entitled to the protections afforded under the Takeover Code. The Takeover Code is issued and administered by the Takeover Panel. The Takeover Code applies to, inter alia, a company which has its registered office in the United Kingdom and is admitted to trading on AIM.
Under Rule 9 of the Takeover Code, where any person acquires, whether by a series of transactions over a period of time or not, an interest in shares which (taken together with shares in which persons acting in concert with him are interested) carry 30 per cent. or more of the voting rights of a company which is subject to the Takeover Code, that person is normally required to make a general offer to all the holders of any class of equity share capital and to the holders of any other class of transferable securities carrying voting rights in that company to acquire the balance of their interests in the company.
Rule 9 of the Takeover Code also provides, among other things, where any person who, together with persons acting in concert with him, is interested in shares which in aggregate carry not less than 30 per
cent. but does not hold shares carrying more than 50 per cent. of the voting rights of a company which is subject to the Takeover Code, and such person, or any person acting in concert with him, acquires an additional interest in shares which increases the percentage of shares carrying voting rights in which he is interested, then that person is normally required to make a general offer to all the holders of any class of equity share capital and to the holders of any other class of transferable securities carrying voting rights in that company to acquire the balance of their interests in the company.
Under the Takeover Code, a 'concert party' arises, inter alia, when persons who, pursuant to an agreement or understanding (whether formal or informal), co-operate to obtain or consolidate control of a company.
The Takeover Panel has determined that Herald and the John Booth Parties are acting 'in concert'. The proposed participation by the Concert Party in the Fundraise is such that it would ordinarily trigger a requirement for an offer under Rule 9 of the Takeover Code.
Under Note 1 on the Notes on the Dispensations from Rule 9, the Takeover Panel will normally waive the requirement for an offer under Rule 9 of the Takeover Code if, inter alia, those shareholders of the Company who are independent of the person who would otherwise be required to make an offer pass an ordinary resolution on a poll at a general meeting approving such a waiver.
The proposed participation by Herald and the other members of the Concert Party in the Fundraise 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. The Whitewash Resolution will be passed if approved by a simple majority of votes cast by the Independent Shareholders on a poll.
You should note that if the Fundraise completes, it is proposed that the Concert Party will increase its aggregate holding of voting rights and will hold Ordinary Shares that carry more than 30 per cent. of such voting rights but less than 50 per cent. of such voting rights.
Therefore, the Concert Party will not be entitled to increase its interest in the voting rights of the Company without incurring a further obligation under Rule 9 of the Takeover Code to make a general offer (unless a dispensation from this requirement has been obtained from the Takeover Panel in advance). In the event that the Whitewash Resolution is approved at the General Meeting, the Concert Party, or individual members thereof, will not be restricted from making an offer for the Company.
Independent Shareholders should also note that if the Fundraise proceeds, the Concert Party's interest in the voting rights of the Company combined will result in an increase in the percentage of the New Ordinary Shares that are not in public hands (as defined in the AIM Rules). This may in turn have the effect of reducing the liquidity of trading in the New Ordinary Shares on AIM. The Concert Party's proposed stake in the voting rights of the Company will also mean that the Concert Party will be able, if it so wishes, to exert significant influence over resolutions proposed at future general meetings of the Company.
- Financing Approval
In June 2026, the Company announced that it had signed terms with Lloyds Bank plc for a new £3.0 million revolving credit facility (being the Facility). The Facility was put in place to strengthen the Company's balance sheet and to provide flexibility to support the Group's growth strategy and short-term working capital requirements.
Under the terms of the Facility, the Company must periodically pass a clean-down test which requires the Company to ensure that the total amount borrowed under the Facility is reduced to zero for a period of at least five consecutive days in any rolling six-month period.
Following constructive discussions, the Company has requested that Lloyds Bank plc forgo certain covenant tests under the Facility, including the clean-down test due at the end of November 2026 (being the Financing Approval), to provide the Company with greater cash flexibility in the immediate term.
The Financing Approval being granted and the Fundraise are interconditional. For the avoidance of doubt, if the Company is not granted the Financing Approval, the Fundraise will not complete and the anticipated proceeds of the Fundraise will not become available to the Company.
- Admission, settlement and dealings
An application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on the AIM market of the London Stock Exchange (“Admission”).
Admission is expected to take place at 8.00 a.m. on or around 20 November 2026 and dealings in the New Ordinary Shares are expected to commence at 8.00 a.m. on or around 20 November 2026 or, in each case, such later time and/or date as SCM Securities and the Company agree (being in any event, no later than 8.00 a.m. on 11 December 2026).
The New Ordinary Shares, when issued, will be credited as 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.
The New Ordinary Shares will be in registered form and will be capable of being held in either certificated or uncertificated (i.e. in CREST) form. Accordingly, following Admission, settlement of transactions in the New Ordinary Shares may take place within the CREST system if a Shareholder so wishes. Shareholders who wish to receive and retain share certificates are able to do so.
The ISIN of the New Ordinary Shares is GB00BJVLR251. The TIDM is ZIN.
- Current Trading and Outlook
On 23 September 2026, the Company announced its unaudited interim results for the six months ended 30 June 2026. Revenue for the period was £13.2 million (H1 FY25: £22.9 million; H1 FY24: £13.3 million), reflecting the movement of approximately £8 million of revenue from H1 into H2 and the exceptional level of multi-million pound commissions delivered in the comparative period. Gross profit was £5.8 million (H1 FY25: £8.5 million), representing a gross margin of 44 per cent., an increase of 7 percentage points on the prior period (H1 FY25: 37 per cent.), reflecting the benefit of the Group's prior-year investment in new genres and its continued focus on production cost control. Adjusted EBITDA was a loss of £0.9 million (H1 FY25: profit of £0.9 million) and Adjusted Loss Before Tax was £1.5 million (H1 FY25: profit of £0.2 million). Operating costs were held broadly flat year on year at £8.9 million (H1 FY25: £8.8 million).
As stated in the interim results, Raw Cut continued to outperform expectations in H2, winning new commissions including two major returning series due to go into production this year. Given the continued strong performance, the contingent liability associated with the Raw Cut earn-out has continued to grow from H1. The Group will reassess the contingent consideration liability at the year end, noting that the fair value of the maximum potential liability is £4.7 million.
As at 18 September 2026, revenue contracted and expected to be recognised in FY26 was £32 million, with a further £6 million that is highly advanced for delivery in H2 2026 and a further £6 million that is either advanced or in engaged discussion. Accordingly, there is visibility to FY26 revenue in the range of £38 million to £44 million, based on pipeline, with the Company expecting to deliver FY26 EBITDA of £1.4m.
Additionally, since its interim results, the Company has collected material cash receipts from certain customers in the Middle East, giving the Company a stronger footing on near-term cash flow.
The Group's £1 million annualised cost savings programme has been implemented in full during the period, with a further £0.2 million of savings targeted in FY26, taking total annualised savings delivered in FY26 to £1.2 million, the full benefit of which is expected to be realised in FY27.
Visibility into FY27 is ahead of the equivalent position a year ago. The Group has £6 million of contracted revenue and £3 million of highly advanced revenue for FY27, together with a broader identified pipeline of £38.5 million. Within this, £7 million of production previously anticipated to be delivered in FY26 is now expected to be delivered in FY27, predominantly as a result of continued delays in the Middle East.
Notwithstanding the near-term disruption attributable to the conflict in the Middle East, the Directors remain confident in the Group's medium-term targets of £50 million of revenue and £5 million of EBITDA. The Group is winning new contracts at record levels outside the United Kingdom, benefits from a high proportion of repeat customers and a diversified revenue mix by client, product and geography, and each of its three strategic growth pillars is performing at or ahead of plan. The Directors believe that the Group is well positioned to deliver robust medium-term growth as market conditions normalise, and that the Fundraise will provide the Group with the financial capacity to do so.
This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section of this Announcement. The Appendix to this Announcement sets out further information relating to the terms and conditions of the Placing. It is intended that the Retail Offer Shares will be subscribed for on the basis of the terms and conditions of the Retail Offer, rather than pursuant to the terms and conditions of the Placing contained in the Appendix to this Announcement.
The person responsible for arranging the release of this Announcement on behalf of the Company is Laura McGaughey, a Director of the Company.
Expected Timetable for the Fundraise
|
|
2026 |
|
Announcement of the Placing |
28 October |
|
Announcement of the results of the Placing |
29 October |
|
Announcement of the Retail Offer |
30 October |
|
Publication and posting of the Circular |
On or around 3 November |
|
Announcement of the results of the Retail Offer |
12.00 p.m. on or around 4 November |
|
Last date and time for receipt of electronic proxy votes or completed Forms of Proxy |
10 a.m. on or around 17 November |
|
Record date for the purposes of determining which Shareholders are entitled to participate in and vote in the General Meeting |
6.00 p.m. on or around 17 November |
|
General Meeting |
On or around 19 November |
|
Announcement of the results of the General Meeting |
On or around 19 November |
|
Admission and commencement of dealings in the New Ordinary Shares expected to commence on AIM |
On or around 20 November |
|
Where applicable, expected date for CREST accounts to be credited in respect of the New Ordinary Shares in uncertificated form |
On or soon after 8.00 a.m. on or around 20 November |
|
Where applicable, expected date for despatch of definitive share certificates for New Ordinary Shares in certificated form |
Within 10 business days of Admission |
|
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. All events listed in the above timetable following the General Meeting are conditional on, amongst other matters, the passing of the Resolutions at the General Meeting without amendment, the Financing Approval being granted, the Rule 9 Waiver being obtained and the Placing Agreement becoming unconditional in all respects with respect to Admission and not being terminated in accordance with its terms by SCM Securities.
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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.
All offers of the Placing Shares in the United Kingdom or the EEA will be made pursuant to an exemption from the requirement to produce a prospectus under POATR or the EU Prospectus Regulation. 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.
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.
By participating in the Accelerated Bookbuild and the Placing, each person who is invited to and who chooses to participate in the Placing (a "Placee") by making an oral, electronic or written and legally binding offer to acquire Placing Shares will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in the Appendix. Members of the public are not eligible to take part in the Placing and no public offering of Placing Shares is being or will be made.
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. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Singer 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 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. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Singer 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 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.
APPENDIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING. MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE (1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE "EU PROSPECTUS REGULATION"); (2) IF IN THE UNITED KINGDOM, PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF PARAGRAPH 15 OF PART 2 OF SCHEDULE 1 OF THE PUBLIC OFFERS AND ADMISSIONS TO TRADING REGULATIONS 2024 (SI 2024/105) (THE "POATR") AND WHO ALSO (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; AND (3) OTHERWISE, PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO COMMUNICATE IT TO (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN ZINC MEDIA GROUP PLC (“ZINC MEDIA”).
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "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 (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES" OR THE "US") EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE OF THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.
THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR 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 IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE OR SUBSCRIPTION INTO THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC OFFERING IS BEING MADE IN THE UNITED STATES.
The distribution of this Announcement, the Placing and/or the issue or sale of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by Zinc Media, SCM Securities or any of their respective affiliates, agents, directors, partners, officers or employees (together "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 SCM Securities 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.
All offers of the Placing Shares will be made under an exception to the prohibition on offers to the public under the POATR or the EU Prospectus Regulation. 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 Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States. The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained from the South African Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of any Restricted Jurisdiction. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into any Restricted 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 should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section of this Announcement.
By participating in the Accelerated Bookbuild and the Placing, each Placee will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in this Appendix.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, REGULATORY, TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR THE PLACING SHARES.
In particular, each such Placee represents, warrants, undertakes, agrees and acknowledges (amongst other things) to SCM Securities and Zinc Media that:
- it is a Relevant Person and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;
-
in the case of a Relevant Person in the United Kingdom who acquires any Placing Shares pursuant to the Placing:
- it is a Qualified Investor within the meaning of paragraph 15 of Part 2 of Schedule 1 of POATR;
- in the case of any Placing Shares acquired by it as a financial intermediary the Placing Shares acquired by it have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in the United Kingdom other than Qualified Investors or in circumstances in which the prior consent of SCM Securities has been given to each such proposed offer or resale;
-
in the case of a Relevant Person in a member state of the EEA (each a "Relevant State") who acquires any Placing Shares pursuant to the Placing:
- it is a Qualified Investor within the meaning of Article 2(e) of the EU Prospectus Regulation; and
-
in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation:
- the Placing Shares acquired by it have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in a Relevant State other than Qualified Investors or in circumstances in which the prior consent of SCM Securities has been given to the offer or resale; or
- where Placing Shares have been acquired by it on behalf of persons in a Relevant State other than Qualified Investors, the offer of those Placing Shares to it is not treated under the EU Prospectus Regulation as having been made to such persons;
- it is acquiring the Placing Shares for its own account or is acquiring the Placing Shares for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgements, undertakings and agreements contained in this Announcement;
- it understands (or if acting for the account of another person, such person has confirmed that such person understands) the resale and transfer restrictions set out in this Appendix;
- it (and any account referred to in paragraph 4 above) is outside of the United States acquiring the Placing Shares in offshore transactions as defined in and in accordance with Regulation S under the Securities Act; and
- Zinc Media and SCM Securities will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements, undertakings and agreements.
No prospectus
The Placing Shares are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require any prospectus or other offering document to be published. No prospectus or other offering document has been or will be submitted to be approved by the FCA in relation to the Placing or the Placing Shares and Placees' commitments will be made solely on the basis of the information contained in this Announcement and subject to any further terms set forth in the trade confirmation to be sent to individual Placees. All offers of the Placing Shares will be made under an exception to the prohibition on offers to the public under the POATR or the EU Prospectus Regulation.
Each Placee, by participating in the Placing, agrees that the content of this Announcement is exclusively the responsibility of Zinc Media and confirms that it has neither received nor relied on any information, representation, warranty or statement made by or on behalf of Singer or Zinc Media or any other person and none of Singer, Zinc Media nor any other person acting on such person's behalf nor any of their respective Representatives has or shall have any liability for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of Zinc Media in accepting a participation in the Placing. No Placee should consider any information in this Announcement to be legal, tax or business advice. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.
Details of the Placing Agreement and the Placing Shares
SCM Advisory is acting as nominated advisor and SCM Securities is acting as bookrunner and broker in connection with the Placing and Admission.
SCM Securities has today entered into a placing agreement (the "Placing Agreement") with Zinc Media under which, on the terms and subject to the conditions set out in the Placing Agreement, SCM Securities, as agent for and on behalf of Zinc Media, has agreed to use its reasonable endeavours to procure Placees for the Placing Shares. The Placing is not being underwritten.
The Placing Shares will, when issued, be subject to the articles of association of Zinc Media, be credited as fully paid and will rank pari passu in all respects with the existing issued ordinary shares of £0.00125 each (the "Existing Ordinary Shares") in the capital of Zinc Media, including the right to receive all dividends and other distributions declared, made or paid in respect of such Existing Ordinary Shares after the date of issue of the Placing Shares.
As part of the Placing, Zinc Media has agreed that it will not, for a period of 90 days after (but including) Admission, directly or indirectly, issue, offer, sell, lend, pledge, contract to sell or issue, grant any option, right or warrant to purchase or otherwise dispose of any Ordinary Shares (or any interest therein or in respect thereof) or other securities of Zinc Media exchangeable for, convertible into or representing the right to receive Ordinary Shares or any substantially similar securities or otherwise enter into any transaction (including derivative transaction) directly or indirectly, permanently or temporarily, to dispose of any Ordinary Shares or undertake any other transaction with the same economic effect as any of the foregoing or announce an offering of Ordinary Shares or any interest therein or to announce publicly any intention to enter into any transaction described above. This agreement is subject to certain customary exceptions and does not prevent the allotment and issue of the Retail Offer Shares pursuant to the Retail Offer, the grant or exercise of options under any of Zinc Media's existing share incentives and share option schemes, or following Admission the issue by Zinc Media of any Ordinary Shares upon the exercise of any right or option or the conversion of a security already in existence.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms.
The obligations of SCM Securities under the Placing Agreement are, and the Placing is, conditional upon, inter alia:
- the Circular having been published on or around 3 November 2026;
- the Resolutions having been passed at the General Meeting (or at any adjournment thereof);
- none of the warranties on the part of Zinc Media contained in the Placing Agreement being untrue, inaccurate or misleading on the date on which the Placing Agreement is signed or Admission, by reference to the facts and circumstances then subsisting;
- Zinc Media complying with its obligations under the Placing Agreement to the extent that they fall to be performed on or before Admission;
- the forgoing by Lloyds Bank plc of certain covenant tests under the terms of a revolving credit facility provided under a facility letter dated 28 May 2026 (the “Financing Approval”), and the entry into all documentation to give effect to the Financing Approval;
- confirmation from the Takeover Panel agreeing to waive the obligation on the Concert Party pursuant to Rule 9 of the Takeover Code (subject to the passing of the Whitewash Resolution); and
- Admission having become effective at or before 8.00 a.m. on or around 20 November 2026 or such later time as SCM Securities may agree with Zinc Media (not being later than 8.00 a.m. on 11 December 2026),
(all conditions to the obligations of SCM Securities included in the Placing Agreement being together, the "Conditions" and each condition being referred to as a “Condition”).
If any of the Conditions set out in the Placing Agreement are not satisfied or, where permitted, waived in accordance with the Placing Agreement within the stated time periods (or such later time and/or date as Zinc Media and SCM Securities may agree), or the Placing Agreement is terminated in accordance with its terms, the Placing will lapse and the Placees' rights and obligations shall cease and terminate at such time and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof.
By participating in the Accelerated Bookbuild and the Placing, each Placee agrees that its rights and obligations will cease and terminate only in the circumstances described above and under "Termination of the Placing" below and will not be capable of rescission or termination by it.
SCM Securities may, in its absolute discretion and upon such terms as it thinks fit, waive satisfaction of all or any of the Conditions in whole or in part, or extend the time provided for satisfaction of one or more Conditions, save that certain Conditions including the Condition relating to Admission referred to in paragraph (g) above may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Appendix.
SCM Securities may terminate the Placing Agreement in certain circumstances, details of which are set out below.
Neither SCM Securities nor any of its affiliates nor Zinc Media shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision any of them may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any Condition nor for any decision any of them may make as to the satisfaction of any Condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of SCM Securities.
In consideration for its services in relation to the Placing and Admission and conditional upon completion of the Placing, SCM Securities will be paid, inter alia, a commission based on the aggregate value of the Placing Shares at the Issue Price (as defined below).
Termination of the Placing
SCM Securities may, in its absolute discretion, by notice to Zinc Media, terminate the Placing Agreement at any time up to Admission if, inter alia:
- there has, in the good faith opinion of SCM Securities, been a breach of the warranties given to it;
- there has, in the good faith opinion of SCM Securities, been a material adverse change;
- any statement contained in this Announcement, the Circular, the Placing Results Announcement or any other document or announcement issued or published by or on behalf of Zinc Media in connection with the Placing is or has become or has been discovered to be untrue or inaccurate in any respect or misleading in any respect; or
- in the opinion of SCM Securities (acting in good faith), there has been a force majeure event.
If the Placing Agreement is terminated in accordance with its terms, the rights and obligations of each Placee in respect of the Placing as described in this Announcement shall cease and terminate at such time and no claim can be made by any Placee in respect thereof.
By participating in the Accelerated Bookbuild and the Placing, each Placee agrees with Zinc Media and SCM Securities that the exercise by Zinc Media or SCM Securities of any right of termination or any other right or other discretion under the Placing Agreement shall be within the absolute discretion of Zinc Media or SCM Securities or for agreement between Zinc Media and SCM Securities (as the case may be) and that neither Zinc Media nor SCM Securities need make any reference to such Placee and that none of Zinc Media, SCM Securities nor any of their respective Representatives shall have any liability to such Placee (or to any other person whether acting on behalf of a Placee or otherwise) whatsoever in connection with any such exercise. Each Placee further agrees that they will have no rights against SCM Securities, Zinc Media or any of their respective directors or employees under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended).
By participating in the Placing, each Placee agrees that its rights and obligations terminate only in the circumstances described above and under the "Conditions of the Placing" section above and will not be capable of rescission or termination by it after the issue by SCM Securities of a contract note, electronic trade confirmation or other (oral or written) confirmation confirming that Placee's allocation and commitment in the Placing.
Application for admission to trading
Application will be made to the London Stock Exchange for admission of the Placing Shares to trading on AIM.
It is expected that Admission will take place on or around 8.00 a.m. on 20 November 2026 (or such later time or date as SCM Securities may agree with Zinc Media, being no later than 8.00 a.m. on 11 December 2026) and that dealings in the Placing Shares on AIM will commence at the same time.
Principal terms of the Placing
- SCM Securities is acting as bookrunner to the Placing, as agent for and on behalf of Zinc Media.
- Participation in the Placing will only be available to persons who may lawfully be, and are, invited by SCM Securities to participate. SCM Securities and any of its affiliates are entitled to participate in the Placing as principal.
- The price per Placing Share (the "Issue Price") is fixed at 30 pence and is payable to SCM Securities (as agent for Zinc Media) by all Placees whose bids are successful. The number of Placing Shares will be agreed between SCM Securities and Zinc Media following completion of the Accelerated Bookbuild. The number of Placing Shares will be announced by Zinc Media (such announcement being the "Placing Results Announcement") following the close of the Accelerated Bookbuild.
- To bid in the Accelerated Bookbuild, Placees should communicate their bid by telephone or email to their usual sales contact at SCM Securities. Each bid should state the number of Placing Shares which a Placee wishes to subscribe for at the Issue Price. Bids may be scaled down by SCM Securities on the basis referred to in paragraph 9 below. SCM Securities is acting as sole bookrunner and arranging the Placing as agent of Zinc Media.
- The Accelerated Bookbuild is expected to close no later than 6.00 p.m. on 29 October 2026 but may be closed earlier or later subject to the agreement of SCM Securities and Zinc Media. SCM Securities may, in agreement with Zinc Media, accept bids that are received after the Accelerated Bookbuild has closed. Zinc Media reserves the right (upon the prior agreement of SCM Securities) to reduce or seek to increase the amount to be raised pursuant to the Placing, in its discretion.
- Each Placee's allocation will be determined by SCM Securities in its discretion following consultation with Zinc Media (and in accordance with SCM Securities’ allocation policy as has been supplied by SCM Securities to Zinc Media) and will be confirmed to Placees either orally or by email by SCM Securities. SCM Securities may choose to accept bids, either in whole or in part, on the basis of allocations determined at its absolute discretion, in consultation with Zinc Media, and may scale down any bids for this purpose on the basis referred to in paragraph 9 below.
- Zinc Media will release the Placing Results Announcement following the close of the Accelerated Bookbuild which will detail the aggregate number of the Placing Shares to be issued.
- Each Placee's allocation and commitment will be evidenced by a contract note, electronic trade confirmation or other (oral or written) confirmation issued to such Placee by SCM Securities. The terms of this Appendix will be deemed incorporated in that contract note, electronic trade confirmation or other (oral or written) confirmation.
-
Subject to paragraphs 4, 5 and 6 above, SCM Securities may choose to accept bids, either in whole or in part, on the basis of allocations determined at its discretion and may scale down any bids for this purpose on such basis as it may determine or be directed. SCM Securities may also, notwithstanding paragraphs 4, 5 and 6 above, subject to the prior consent of Zinc Media:
- allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time; and
- allocate Placing Shares after the Accelerated Bookbuild has closed to any person submitting a bid after that time.
- A bid in the Accelerated Bookbuild will be made on the terms and subject to the conditions in this Appendix and will be legally binding on the Placee on behalf of which it is made and except with SCM Securities’ consent will not be capable of variation or revocation after the time at which it is submitted. Following SCM Securities’ oral or written confirmation of each Placee's allocation and commitment to acquire Placing Shares, each Placee will have an immediate, separate, irrevocable and binding obligation, owed to SCM Securities (as agent for Zinc Media), to pay to it (or as it may direct) in cleared funds an amount equal to the product of Issue Price and the number of Placing Shares such Placee has agreed to acquire and Zinc Media has agreed to allot and issue to that Placee.
- Except as required by law or regulation, no press release or other announcement will be made by Singer or Zinc Media using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.
- Irrespective of the time at which a Placee's allocation(s) pursuant to the Placing is/are confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement".
- All obligations under the Accelerated Bookbuild and Placing will be subject to fulfilment or (where applicable) waiver of the conditions referred to above under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to above under "Termination of the Placing".
- By participating in the Placing, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described above and will not be capable of rescission or termination by the Placee.
-
To the fullest extent permissible by law and applicable FCA rules, neither:
- SCM Securities;
- any of its Representatives; nor
- to the extent not contained within a or b, any person connected with SCM Securities as defined in the FSMA b and c being together "affiliates" and individually an "affiliate" of SCM Securities);
shall have any liability (including to the extent permissible by law, any fiduciary duties) to Placees or to any other person whether acting on behalf of a Placee or otherwise. In particular, neither SCM Securities nor any of its affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of SCM Securities’ conduct of the Placing or of such alternative method of effecting the Placing as SCM Securities and Zinc Media may agree.
Registration and settlement
If Placees are allocated any Placing Shares in the Placing they will be sent a contract note, electronic trade confirmation or other (oral or written) confirmation which will confirm the number of Placing Shares allocated to them, the Issue Price and the aggregate amount owed by them to SCM Securities.
Each Placee will be deemed to agree that it will do all things necessary to ensure that delivery and payment is completed as directed by SCM Securities in accordance with either the standing CREST or certificated settlement instructions which they have in place with SCM Securities.
Settlement of transactions in the Placing Shares (ISIN: GB00BJVLR251) following Admission will take place within the CREST system, subject to certain exceptions. Settlement through CREST is expected to occur on or around 20 November 2026 (the "Settlement Date") in accordance with the contract note, electronic trade confirmation or other (oral or written) confirmation. Settlement will be on a delivery versus payment basis. However, in the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in relation to the Placing, Zinc Media and SCM Securities may agree that the Placing Shares should be issued in certificated form. SCM Securities reserves the right to require settlement for the Placing Shares, and to deliver the Placing Shares to Placees, by such other means as it deems necessary if delivery or settlement to Placees is not practicable within the CREST system or would not be consistent with regulatory requirements in the jurisdiction in which a Placee is located.
Subject to the conditions set out above, payment in respect of the Placees' allocations is due as set out below. Each Placee should provide its settlement details in order to enable instructions to be successfully matched in CREST.
The relevant settlement details for the Placing Shares are as follows:
|
CREST Participant ID of SCM Securities: |
NNQAN |
|
Expected trade time & date: |
8.00 a.m. on 19 November 2026 |
|
Expected Settlement Date: |
20 November 2026 |
|
ISIN code for the Placing Shares: |
GB00BJVLR251 |
|
Deadline for Placee to input instructions into CREST: |
4.00 p.m. on 19 November 2026 |
Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above, in respect of either CREST or certificated deliveries, at the rate of three percentage points above the prevailing base rate of Barclays Bank plc as determined by SCM Securities.
Each Placee is deemed to agree that, if it does not comply with these obligations, SCM Securities may sell any or all of the Placing Shares allocated to that Placee on their behalf and retain from the proceeds, for SCM Securities’ own account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the Issue Price and for any stamp duty or stamp duty reserve tax (together with any interest or penalties) imposed in any jurisdiction which may arise upon the sale of such Placing Shares on its behalf. By communicating a bid for Placing Shares, such Placee confers on SCM Securities all such authorities and powers necessary to carry out such sale and agrees to ratify and confirm all actions which SCM Securities lawfully takes in pursuance of such sale.
If Placing Shares are to be delivered to a custodian or settlement agent, Placees must ensure that, upon receipt, the conditional contract note, electronic trade confirmation or other (oral or written) confirmation is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to United Kingdom stamp duty or stamp duty reserve tax. If there are any circumstances in which any United Kingdom stamp duty or stamp duty reserve tax or other similar taxes or duties (including any interest and penalties relating thereto) is payable in respect of the allocation, allotment, issue, sale, transfer or delivery of the Placing Shares (or, for the avoidance of doubt, if any stamp duty or stamp duty reserve tax is payable in connection with any subsequent transfer or agreement to transfer Placing Shares), neither SCM Securities nor Zinc Media shall be responsible for payment thereof. Placees will not be entitled to receive any fee or commission in connection with the Placing.
Representations, warranties and further terms
By submitting a bid in the Accelerated Bookbuild, each Placee (and any person acting on such Placee's behalf) irrevocably confirms, represents, warrants, acknowledges and agrees (for itself and for any such prospective Placee) with Zinc Media and SCM Securities (in its capacity as bookrunner and placing agent of Zinc Media in respect of the Placing) that (save where SCM Securities expressly agrees in writing to the contrary):
- it has read and understood this Announcement in its entirety and that its acquisition of the Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and that it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Placing, Zinc Media, the Placing Shares or otherwise, other than the information contained in this Announcement;
-
it has not received (and will not receive) a prospectus or other offering document in connection with the Placing and acknowledges that no prospectus or other offering document:
- is required under POATR or any other applicable law; and
- has been or will be prepared in connection with Admission or the Placing;
- the Ordinary Shares are admitted to trading on AIM, and that Zinc Media is therefore required to publish certain business and financial information in accordance with the AIM Rules for Companies (the "AIM Rules") and the UK Market Abuse Regulation (Regulation 596/2014) (as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended) (“UK MAR”), which includes a description of the nature of Zinc Media's business and Zinc Media's most recent balance sheet and profit and loss account and that it is able to obtain or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty;
- it has made its own assessment of the Placing Shares and has relied on its own investigation of the business, financial or other position of Zinc Media in accepting a participation in the Placing and neither Singer nor Zinc Media nor any of their respective Representatives nor any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the Placing Shares or Zinc Media or any other person other than the information in this Announcement or any information publicly announced through a Regulatory Information Service (as defined in the AIM Rules) by or on behalf of Zinc Media on or prior to the date of this Announcement (the "Publicly Available Information"); nor has it requested Singer, Zinc Media, any of their respective Representatives or any person acting on behalf of any of them to provide it with any such information;
-
neither Singer nor any person acting on behalf of it nor any of their respective Representatives has or shall have any liability for any Publicly Available Information, or any representation relating to Zinc Media, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;
- the only information on which it is entitled to rely on and on which it has relied in committing to acquire the Placing Shares is contained in this Announcement, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and it has made its own assessment of Zinc Media, the Placing Shares and the terms of the Placing based on this Announcement;
- neither Singer, nor Zinc Media (nor any of their respective Representatives) have made any representation or warranty to it, express or implied, with respect to Zinc Media, the Placing or the Placing Shares or the accuracy, completeness or adequacy of the Publicly Available Information, nor will it provide any material or information regarding Zinc Media, the Placing or the Placing Shares;
- it has conducted its own investigation of Zinc Media, the Placing and the Placing Shares, satisfied itself that the information is still current and relied on that investigation for the purposes of its decision to participate in the Placing; and
- it has not relied on any investigation that Singer or any person acting on its behalf may have conducted with respect to Zinc Media, the Placing or the Placing Shares;
- the content of this Announcement has been prepared by and is exclusively the responsibility of Zinc Media and that neither Singer nor any persons acting on its behalf is responsible for or has or shall have any liability for any information, representation, warranty or statement relating to Zinc Media contained in this Announcement or the Publicly Available Information nor will they be liable for any Placee's decision to participate in the Placing based on any information, representation, warranty or statement contained in this Announcement, the Publicly Available Information or otherwise. Nothing in this Appendix shall exclude any liability of any person for fraudulent misrepresentation;
- neither it nor the beneficial owner of the Placing Shares is, nor will, at the time the Placing Shares are acquired, be a resident of any Restricted Jurisdiction;
- the Placing Shares have not been registered or otherwise qualified, and will not be registered or otherwise qualified, for offer and sale nor will a prospectus be cleared or approved in respect of any of the Placing Shares under the securities laws of any Restricted Jurisdiction and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within any Restricted Jurisdiction or in any country or jurisdiction where any such action for that purpose is required;
- it may be asked to disclose in writing or orally to SCM Securities: (i) if he or she is an individual, his or her nationality; or (ii) if he or she is a discretionary fund manager, the jurisdiction in which the funds are managed or owned;
- it has the funds available to pay for the Placing Shares which it has agreed to acquire and acknowledges and agrees that it will pay the total subscription amount in accordance with the terms of this Announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other Placees or sold at such price as SCM Securities determines;
-
it and/or each person on whose behalf it is participating:
- is entitled to acquire Placing Shares pursuant to the Placing under the laws and regulations of all relevant jurisdictions;
- has fully observed such laws and regulations;
- has the capacity and authority and is entitled to enter into and perform its obligations as an acquirer of Placing Shares and will honour such obligations; and
- has obtained all necessary consents and authorities (including, without limitation, in the case of a person acting on behalf of a Placee, all necessary consents and authorities to agree to the terms set out or referred to in this Appendix) under those laws or otherwise and complied with all necessary formalities to enable it to enter into the transactions contemplated hereby and to perform its obligations in relation thereto and, in particular, if it is a pension fund or investment company it is aware of and acknowledges it is required to comply with all applicable laws and regulations with respect to its acquisition of Placing Shares;
- it is not, and any person who it is acting on behalf of is not, and at the time the Placing Shares are acquired will not be, a resident of, or with an address in, or subject to the laws of, any Restricted Jurisdiction , and it acknowledges and agrees that the Placing Shares have not been and will not be registered or otherwise qualified under the securities legislation of any Restricted Jurisdiction and may not be offered, sold, or acquired, directly or indirectly, within those jurisdictions;
- it and the beneficial owner of the Placing Shares is, and at the time the Placing Shares are acquired will be, outside the United States and acquiring the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S under the Securities Act;
- it understands that the Placing Shares have not been, and will not be, registered under the Securities Act and may not be offered, sold or resold in or into or from the United States except pursuant to an effective registration under the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with applicable state securities laws; and no representation is being made as to the availability of any exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares;
- it (and any account for which it is purchasing) is not acquiring the Placing Shares with a view to any offer, sale or distribution thereof within the meaning of the Securities Act;
-
it understands that:
- the Placing Shares are "restricted securities" within the meaning of Rule 144(a)(3) of the Securities Act and will be subject to restrictions on resale and transfer subject to certain exceptions under US law;
- no representation is made as to the availability of the exemption provided by Rule 144 of the Securities Act for resales or transfers of Placing Shares; and
- it will not deposit the Placing Shares in an unrestricted depositary receipt programme in the United States or for US persons (as defined in the Securities Act);
-
it will not offer, sell, transfer, pledge or otherwise dispose of any Placing Shares except:
- in an offshore transaction in accordance with Rules 903 or 904 of Regulation S under the Securities Act; or
- pursuant to another exemption from registration under the Securities Act, if available,
- and in each case in accordance with all applicable securities laws of the states of the United States and other jurisdictions;
- no representation has been made as to the availability of the exemption provided by Rule 144, Rule 144A or any other exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares;
- it understands that the Placing Shares are expected to be issued to it through CREST but may be issued to it in certificated, definitive form and acknowledges and agrees that the Placing Shares will, to the extent they are delivered in certificated form, bear a legend to the following effect unless agreed otherwise with Zinc Media:
"THESE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE APPLICABLE SECURITIES LAWS OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (C) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE FOREGOING, THE SECURITIES MAY NOT BE DEPOSITED INTO ANY UNRESTRICTED DEPOSITARY RECEIPT FACILITY IN RESPECT OF ZINC MEDIA GROUP PLC'S SECURITIES ESTABLISHED OR MAINTAINED BY A DEPOSITARY BANK. EACH HOLDER, BY ITS ACCEPTANCE OF THESE SHARES, REPRESENTS THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING RESTRICTIONS.";
- it is not taking up the Placing Shares as a result of any "general solicitation" or "general advertising" efforts (as those terms are defined in Regulation D under the Securities Act) or any "directed selling efforts" (as such term is defined in Regulation S under the Securities Act);
- it understands that there may be certain consequences under United States and other tax laws resulting from an investment in the Placing Shares and it has made such investigation and has consulted its own independent advisers or otherwise has satisfied itself concerning, without limitation, the effects of United States federal, state and local income tax laws and foreign tax laws generally;
- it will not distribute, forward, transfer or otherwise transmit this Announcement or any part of it, or any other presentational or other materials concerning the Placing, in or into or from the United States (including electronic copies thereof) to any person, and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any person;
- none of SCM Securities, Zinc Media nor any of their respective Representatives nor any person acting on behalf of any of them is making any recommendations to it or advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of SCM Securities and that SCM Securities has no duties or responsibilities to it for providing the protections afforded to its clients or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any Conditions or exercise any termination right;
- it will make payment to SCM Securities for the Placing Shares allocated to it in accordance with the terms and conditions of this Announcement on the due times and dates set out in this Announcement, failing which the relevant Placing Shares may be placed with others on such terms as SCM Securities determines in its absolute discretion without liability to the Placee and it will remain liable for any shortfall below the net proceeds of such sale and the proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement) which may arise upon the sale of such Placee's Placing Shares on its behalf;
- its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to subscribe for, and that Zinc Media may call upon it to subscribe for a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;
- no action has been or will be taken by any of Zinc Media, SCM Securities or any person acting on behalf of Zinc Media or SCM Securities that would, or is intended to, permit a public offer of the Placing Shares in the United States or in any country or jurisdiction where any such action for that purpose is required;
-
the person who it specifies for registration as holder of the Placing Shares will be:
- the Placee; or
- a nominee of the Placee, as the case may be,
and that SCM Securities and Zinc Media will not be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to acquire Placing Shares pursuant to the Placing and agrees to indemnify Zinc Media and SCM Securities in respect of the same on the basis that the Placing Shares will be allotted or transferred (as applicable) to a CREST stock account of SCM Securities who will hold them as nominee on behalf of the Placee until settlement in accordance with its standing settlement instructions with it;
- the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a stamp duty or stamp duty reserve tax liability under (or at a rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depository receipts and clearance services) and that it is not participating in the Placing as nominee or agent for any person or persons to whom the allocation, allotment, issue or delivery of Placing Shares would give rise to such a liability;
- if it is within the United Kingdom, it and any person acting on its behalf (if within the United Kingdom) falls within Article 19(5) and/or 49(2)(a)-(d) of the Order and undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;
- it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom or a Relevant State prior to the expiry of a period of six months from Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer of relevant securities to the public in the United Kingdom within the meaning of regulation 7 of POATR, or an offer to the public in any member state of the EEA (within the meaning of the EU Prospectus Regulation);
- if it is within the United Kingdom, it is a Qualified Investor within the meaning of paragraph 15 of Part 2 of Schedule 1 of the POATR and, if it is within a Relevant State, it is a Qualified Investor as defined in Article 2(e) of the EU Prospectus Regulation;
- it has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person and it acknowledges and agrees that this Announcement has not been approved by SCM Securities in its capacity as an authorised person under section 21 of the FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as financial promotion by an authorised person;
- it has complied and it will comply with all applicable laws with respect to anything done by it or on its behalf in relation to the Placing Shares (including all relevant provisions of the FSMA and the UK MAR in respect of anything done in, from or otherwise involving the United Kingdom);
- if it is a financial intermediary, the Placing Shares acquired by it will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in the United Kingdom other than Qualified Investors (within the meaning of paragraph 15 of Part 2 of Schedule 1 of the POATR), or in circumstances in which the express prior written consent of SCM Securities has been given to each proposed offer or resale;
- if in the United Kingdom, unless otherwise agreed by SCM Securities, it is a "professional client" or an "eligible counterparty" within the meaning of Chapter 3 of the FCA Handbook Conduct of Business Sourcebook ("COBS") and it is acquiring Placing Shares for investment only and not with a view to resale or distribution;
-
if it has received any inside information (for the purposes of the UK MAR and section 56 of the Criminal Justice Act 1993 or other applicable law) about Zinc Media in advance of the Placing, it warrants that it has received such information within the market soundings regime provided for in Article 11 of UK MAR and has not:
- dealt (or attempted to deal) in the securities of Zinc Media or cancelled or amended a dealing in the securities of Zinc Media;
- encouraged, recommended or induced another person to deal in the securities of Zinc Media or to cancel or amend an order concerning Zinc Media's securities; or
- unlawfully disclosed such information to any person, prior to the information being made publicly available;
- neither SCM Securities, nor Zinc Media nor any of their respective Representatives nor any person acting on behalf of Zinc Media, SCM Securities or its Representatives is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing nor providing advice in relation to the Placing nor in respect of any warranties, acknowledgements, agreements, undertakings, or indemnities contained in the Placing Agreement nor the exercise or performance of any of SCM Securities' rights and obligations thereunder including any rights to waive or vary any Conditions or exercise any termination right;
- SCM Securities and its affiliates, acting as an investor for its or their own account(s), may bid or subscribe for and/or purchase Placing Shares and, in that capacity, may retain, purchase, offer to sell or otherwise deal for its or their own account(s) in the Placing Shares, any other securities of Zinc Media or other related investments in connection with the Placing or otherwise. Accordingly, references in this Announcement to the Placing Shares being offered, subscribed, acquired or otherwise dealt with should be read as including any offer to, or subscription, acquisition or dealing by, SCM Securities and/or any of its affiliates acting as an investor for its or their own account(s). Neither SCM Securities nor Zinc Media intend to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so;
-
it:
- has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006, the Anti-Terrorism Crime and Security Act 2001, the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (as amended) and all related or similar rules, regulations or guidelines, issued, administered or enforced by any government agency having jurisdiction in respect thereof and the Money Laundering Sourcebook of the FCA (together, the "Money Laundering Regulations");
-
is not a person:
- with whom transactions are prohibited under the US Foreign Corrupt Practices Act of 1977 or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the U.S. Department of the Treasury;
- named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or
- subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations or other applicable law,
(together with the Money Laundering Regulations, the "Regulations") and if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations and has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such purchase, and it will provide promptly to SCM Securities such evidence, if any, as to the identity or location or legal status of any person which they may request from it in connection with the Placing (for the purpose of complying with the Regulations or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner requested by SCM Securities on the basis that any failure by it to do so may result in the number of Placing Shares that are to be acquired by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as SCM Securities may decide at its sole discretion;
- in order to ensure compliance with the Regulations, SCM Securities (for itself and as agent on behalf of Zinc Media) or Zinc Media's registrars may, in their absolute discretion, require verification of its identity. Pending the provision to SCM Securities or Zinc Media's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at SCM Securities’ absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed at SCM Securities’ or Zinc Media's registrars', as the case may be, absolute discretion. If within a reasonable time after a request for verification of identity SCM Securities (for itself and as agent on behalf of Zinc Media) or Zinc Media's registrars have not received evidence satisfactory to them, either SCM Securities and/or Zinc Media may, at its absolute discretion, terminate its commitment in respect of the Placing, in which event the monies payable on acceptance of allotment will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited;
- its participation in the Placing would not give rise to an offer being required to be made by it, or any person with whom it is acting in concert, pursuant to Rule 9 of the Takeover Code;
- any money held in an account with SCM Securities on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA made under the FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from SCM Securities' money in accordance with the client money rules and will be used by SCM Securities in the course of its business; and the Placee will rank only as a general creditor of SCM Securities;
- SCM Securities may choose to invoke the CASS Delivery Versus Payment exemption (under CASS 7.11.14R within the FCA Handbook Client Assets Sourcebook) with regard to settlement of funds, in connection with the Placing, should it see fit;
- neither it nor, as the case may be, its clients expect SCM Securities to have any duties or responsibilities to such persons similar or comparable to the duties of "best execution" and "suitability" imposed by the COBS, and that SCM Securities is not acting for it or its clients, and that SCM Securities will not be responsible for providing the protections afforded to clients of SCM Securities or for providing advice in respect of the transactions described in this Announcement;
- it acknowledges that its commitment to acquire Placing Shares on the terms set out in this Announcement and in the trade confirmation will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to Zinc Media's or SCM Securities’ conduct of the Placing;
- it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of acquiring the Placing Shares. It further acknowledges that it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing. It has relied upon its own examination and due diligence of Zinc Media and its affiliates taken as a whole, and the terms of the Placing, including the merits and risks involved;
- it irrevocably appoints any duly authorised officer of SCM Securities as its agent for the purpose of executing and delivering to Zinc Media and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares for which it agrees to acquire upon the terms of this Announcement;
- Zinc Media, SCM Securities and others (including each of their respective Representatives) will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements, undertakings and agreements, which are given to SCM Securities on its own behalf and on behalf of Zinc Media and are irrevocable;
-
it is acting as principal only in respect of the Placing or, if it is acquiring the Placing Shares as a fiduciary or agent for one or more investor accounts, it:
- is duly authorised to do so and it has full power and authority to make, and does make, the foregoing representations, warranties, acknowledgements, agreements and undertakings on behalf of each such account; and
- will remain liable to Zinc Media and SCM Securities for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person);
- subject to acquiring any Placing Shares, it will be bound by the terms of the articles of association of Zinc Media;
- time is of the essence as regards its obligations under this Appendix;
- any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to SCM Securities;
- the Placing Shares will be issued subject to the terms and conditions of this Appendix;
-
information provided by it to Zinc Media and Zinc Media’s registrars will be stored on Zinc Media’s and/or the registrars’ computer system(s), and it acknowledges and agrees that for the purposes of the Data Protection Act 2018 and other relevant data protection legislation which may be applicable (the “Data Protection Law”), Zinc Media and the registrars are required to specify the purposes for which they will hold personal data; and that it has obtained the consent of any data subjects to the registrars and Zinc Media and their respective associates holding and using their personal data for the Purposes (as defined below). For the purposes of this Announcement, “data subject”, “personal data” and “sensitive personal data” shall have the meanings attributed to them in the Data Protection Law. Zinc Media and the registrars will only use such information for the purposes set out below (collectively, the “Purposes”), being to:
- process its personal data (including sensitive personal data) as required by or in connection with its holding of Ordinary Shares, including processing personal data in connection with credit and money laundering checks on it;
- communicate with it as necessary in connection with its affairs and generally in connection with its holding of Ordinary Shares;
- provide personal data to such third parties as Zinc Media or the registrars may consider necessary in connection with its affairs and generally in connection with its holding of Ordinary Shares or as the Data Protection Law may require, including to third parties outside the United Kingdom or the EEA;
- without limitation, provide such personal data to Zinc Media or SCM Securities for processing, notwithstanding that any such party may be outside the United Kingdom or the EEA; and
- process its personal data for Zinc Media’s or the registrars’ internal administration; and
- the terms and conditions contained in this Appendix and all documents into which this Appendix is incorporated by reference or otherwise validly forms a part and/or any agreements entered into pursuant to these terms and conditions and all agreements to acquire Placing Shares pursuant to the Accelerated Bookbuild and/or the Placing and all non-contractual or other obligations arising out of or in connection with them, will be governed by and construed in accordance with English law and it submits to the exclusive jurisdiction of the English courts in relation to any claim, dispute or matter arising out of such contract (including any dispute regarding the existence, validity or termination of such contract or relating to any non-contractual or other obligation arising out of or in connection with such contract), except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with interest chargeable thereon) may be taken by Zinc Media or SCM Securities in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange.
By participating in the Placing, each Placee (and any person acting on such Placee's behalf) agrees to indemnify and hold Zinc Media, Singer and each of their respective Representatives harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings given by the Placee (and any person acting on such Placee's behalf) in this Appendix or incurred by Singer, Zinc Media or each of their respective Representatives arising from the performance of the Placee's obligations as set out in this Announcement, and further agrees that the provisions of this Appendix shall survive after the completion of the Placing.
The rights and remedies of Singer and Zinc Media under these terms and conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.
The agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as agent) free of stamp duty and stamp duty reserve tax in the United Kingdom relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct from Zinc Media. Such agreement assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement related to any other dealings in the Placing Shares, stamp duty or stamp duty reserve tax may be payable. In that event, the Placee agrees that it shall be responsible for such stamp duty or stamp duty reserve tax and neither Zinc Media nor SCM Securities shall be responsible for such stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and they should notify SCM Securities accordingly. In addition, Placees should note that they will be liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the United Kingdom by them or any other person on the acquisition by them of any Placing Shares or the agreement by them to acquire any Placing Shares and each Placee, or the Placee's nominee, in respect of whom (or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such non-United Kingdom stamp, registration, documentary, transfer or similar taxes or duties undertakes to pay such taxes and duties, including any interest and penalties (if applicable), forthwith and to indemnify on an after-tax basis and to hold harmless Zinc Media and SCM Securities in the event that either Zinc Media and/or SCM Securities have incurred any such liability to such taxes or duties.
The representations, warranties, acknowledgements, agreements and undertakings contained in this Appendix are given to SCM Securities for itself and on behalf of Zinc Media and are irrevocable and will survive completion of the Placing.
SCM Securities and SCM Advisory are each authorised and regulated by the FCA in the United Kingdom and SCM Securities is acting exclusively for Zinc Media and no one else in connection with the Accelerated Bookbuild and the Placing, 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 Placing 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.
Each Placee and any person acting on behalf of the Placee acknowledges that SCM Securities does not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings, acknowledgements, agreements or indemnities in the Placing Agreement.
Each Placee and any person acting on behalf of the Placee acknowledges and agrees that SCM Securities may (at its absolute discretion) satisfy its obligations to procure Placees by itself agreeing to become a Placee in respect of some or all of the Placing Shares or by nominating any connected or associated person to do so.
When a Placee or any person acting on behalf of the Placee is dealing with SCM Securities, any money held in an account with SCM Securities on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA made under the FSMA. Each Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence this money will not be segregated from SCM Securities’ money in accordance with the client money rules and will be held by it under a banking relationship and not as trustee.
References to time in this Announcement are to London time, unless otherwise stated.
All times and dates in this Announcement may be subject to amendment. Placees will be notified of any changes.
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.
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 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.
DEFINITIONS
The following definitions apply throughout this announcement unless the context requires otherwise:
|
“Accelerated Bookbuild” |
the accelerated bookbuilding process conducted by SCM Securities, in consultation with the Company, in respect of the Placing immediately following publication of this Announcement |
|
“Act” |
the Companies Act 2006 (as amended) |
|
“Admission” |
admission of the New Ordinary Shares to trading on AIM becoming effective in accordance with the AIM Rules |
|
“AIM” |
AIM, a market operated by the London Stock Exchange |
|
“AIM Rules” |
the AIM Rules for Companies and the AIM Rules for Nominated Advisers, as applicable |
|
“AIM Rules for Companies” |
the rules for AIM companies published by the London Stock Exchange, as amended or re‑issued from time to time |
|
“AIM Rules for Nominated Advisers” |
the rules for nominated advisers to AIM companies published by the London Stock Exchange, as amended or re‑issued from time to time |
|
“Board” or “Directors” |
the directors of the Company as at the date of this Announcement |
|
“BookBuild” |
the retail capital raising platform developed by BB Technology Limited and known as BookBuild which will host the Retail Offer |
|
“Business Day” |
a day (other than Saturdays, Sundays or public holidays in the United Kingdom) on which banks are generally open in London for the transaction of business |
|
“certificated” or “in certificated form” |
the description of a share or other security which is not in uncertificated form (that is, not in CREST) |
|
“Circular” |
the circular to be published to Shareholders on or around 3 November containing, amongst other things, further details of the Fundraise, the Rule 9 Waiver and a notice convening the General Meeting |
|
“Company” or “Zinc Media” |
Zinc Media Group plc, a company incorporated in Scotland with registration number SC075133 with its registered office at 4th Floor, Saltire Court, 20 Castle Terrace, Edinburgh, United Kingdom, EH1 2EN |
|
“Concert Party” |
Herald and the John Booth Parties, all of whom are regarded for the purposes of the Takeover Code as acting in concert (as defined by the Takeover Code) |
|
“CREST” |
the computerised settlement system, facilitating the paperless settlement of trades and the holding of uncertificated shares administered by Euroclear UK & International Limited, the operator of CREST, pursuant to the CREST Regulations |
|
“CREST Manual” |
the rules governing the operation of CREST, consisting of the CREST Reference Manual, CREST International Manual, CREST Central Counterparty Service Manual, CREST Rules, CCSS Operations Manual and CREST Glossary of Terms (all as defined in the CREST Glossary of Terms promulgated by Euroclear UK & International on 15 July 1996 and as amended since) |
|
“CREST Regulations” |
the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), as amended |
|
“EU Prospectus Regulation” |
Regulation (EU) 2017/1129; |
|
“Existing Ordinary Shares” |
the existing issued ordinary share capital of the Company, being 29,866,816 Ordinary Shares as at the date of this Announcement |
|
“Facility” |
a revolving credit facility of £3 million with Lloyds Bank plc, granted pursuant to a facility letter dated 28 May 2026 |
|
“FCA” |
the United Kingdom Financial Conduct Authority |
|
“Financing Approval” |
the forgoing by Lloyds Bank plc of certain covenant tests under the terms of the Facility pursuant to the Financing Documentation |
|
“Financing Documentation” |
the documentation to give effect to the Financing Approval |
|
“FSMA” |
the Financial Services and Markets Act 2000 (as amended) including any regulations made pursuant thereto |
|
“Fundraise” |
together, the Placing and the Retail Offer |
|
“General Meeting” |
the general meeting of the Company which is due to be convened on or around 19 November 2026 (or any adjournment thereof), notice of which is set out in the Circular |
|
“Group” |
the Company and its subsidiary undertakings from time to time |
|
“Herald” |
Herald Investment Trust plc, Herald Investment Management Limited, Herald Venture Limited Partnership, Herald Venture Limited Partnership II, and Herald Venture Limited Partnership III |
|
“Independent Shareholders” |
all Shareholders other than the members of the Concert Party (and anyone acting in concert with them) and the Placees |
|
“Independent Shares” |
the Ordinary Shares held by Independent Shareholders |
|
“Issue Price” |
the price at which the New Ordinary Shares are to be issued and allotted pursuant to the Fundraise, being 30 pence per New Ordinary Share |
|
“JB” |
John David Sebastian Booth |
|
“JBCF” |
John Booth Charitable Foundation |
|
“John Booth Parties” |
JBCF and JB |
|
“London Stock Exchange” |
London Stock Exchange plc |
|
“New Ordinary Shares” |
together, the Placing Shares and the Retail Offer Shares to be issued pursuant to the Fundraise |
|
“Notice of General Meeting” |
the notice of General Meeting set out in Part II of the Circular |
|
“Ordinary Shares” |
ordinary shares of £0.00125 each in the share capital of the Company |
|
“Panel” |
UK Panel on Takeovers and Mergers |
|
“Placees” |
those placees who agreed to acquire, conditionally, the Placing Shares pursuant to the Placing |
|
“Placing” |
the conditional placing of the Placing Shares at the Issue Price pursuant to the Placing Agreement |
|
“Placing Agreement” |
the conditional agreement dated 28 October 2026 and made between the Company and SCM Securities relating to the Placing |
|
“Placing Shares” |
the new Ordinary Shares conditionally placed with Placees pursuant to the Placing, being a minimum of 6,666,666 new Ordinary Shares |
|
“POATR” |
the Public Offers and Admissions to Trading Regulations 2024 (SI 2024/105), as amended |
|
“Raw Cut” |
Raw Cut Ventures Ltd |
|
“Regulatory Information Service” |
one of the regulatory information services authorised by the FCA to receive, process and disseminate regulatory information |
|
“Resolutions” |
the resolutions to be proposed at the General Meeting as set out in the Notice of General Meeting, and a reference to a numbered Resolution shall be to the resolution so numbered in the Notice of General Meeting |
|
“Restricted Jurisdiction” |
any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure for the Company if information or documentation concerning the proposals set out in this Announcement is sent or made available to Shareholders in that jurisdiction including, without limitation, the United States, Australia, Canada, New Zealand, Japan and the Republic of South Africa |
|
“Retail Offer” |
the offer for subscription of new Ordinary Shares made to existing retail shareholders of the Company at the Issue Price on the BookBuild platform in the United Kingdom |
|
“Retail Offer Shares” |
up to 833,333 new Ordinary Shares to be allotted and issued by the Company to retail investors pursuant to the Retail Offer |
|
“Rule 9 Waiver” |
the conditional waiver by the Takeover Panel of the obligations that would otherwise arise following the issue of the New Ordinary Shares to make a general offer to all other Shareholders pursuant to Rule 9 of the Takeover Code |
|
“Shareholders” |
holders of the Ordinary Shares from time to time, each individually being a “Shareholder” |
|
“SCM Advisory” |
Singer Capital Markets Advisory LLP, the nominated adviser to the Company |
|
“SCM Securities” |
Singer Capital Markets Securities Limited, acting as the sole bookrunner and the sole broker to the Company |
|
“Securities Act” |
the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder |
|
“Singer” |
SCM Securities and SCM Advisory |
|
“Takeover Code” |
the City Code on Takeovers and Mergers |
|
“Takeover Panel” |
the UK Panel on Takeovers and Mergers |
|
“uncertificated” or “uncertificated form” |
recorded on the relevant register of the share or security concerned as being held in uncertificated form in CREST and title to which may be transferred by means of CREST |
|
“United Kingdom” or “UK” |
the United Kingdom of Great Britain and Northern Ireland |
|
“Whitewash Resolution” |
the ordinary resolution approving the grant by the Takeover Panel of the Rule 9 Waiver as will be set out in the Notice of General Meeting |
|
“£” and “pence” or “p” |
pounds and pence sterling, the lawful currency of the United Kingdom |
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