Market
soundings, as defined in the EU Market Abuse Regulation (MAR), were
taken in respect of the Fundraise with the result that certain
persons became aware of inside information, as permitted by
MAR.
That
inside information is set out in this announcement and has been
disclosed as soon as possible in accordance with paragraph 7 of
article 17 of MAR.
Therefore,
those persons that received inside information in a market sounding
are no longer in possession of inside information relating to the
Company and its securities.
7 August 2023
MediaZest
Plc
("MediaZest",
the "Company” or the “Group”; AIM: MDZ)
Fundraising
of £130,000 via Convertible Loan Notes and Repayment of £150,000 3
Year Convertible loan notes issued 5 August
2020
MediaZest
(AIM: MDZ), the creative audio-visual company, announces that it
has raised £130,000 (before expenses) via the issue of new 3-year
unsecured convertible loan notes (the “New CLNs") to existing
investors (the “Fundraise”). The Company has also repaid £150,000
of unsecured convertible loan notes previously issued on
5 August 2020, which had a maturity
date of 5 August 2023 (the “Existing
CLNs”).
The gross
amount raised via the Existing CLNs was £150,000 via subscriptions
from four different shareholders. Of these, three shareholders have
agreed to enter into the New CLNs via subscriptions totalling
£130,000 and one shareholder has been repaid £20,000 in full from
free cashflow.
Pursuant
to the terms of the Existing CLNs, a total of 28,571,429 warrants
over the Company’s ordinary shares of 0.01p (“Ordinary Shares”)
have been granted to holders of the Existing CLNs (the “Existing
CLN Warrants”). The Existing CLN Warrants have an exercise price of
0.0525p, being the closing mid-market price of MediaZest’s Ordinary
Shares on 4 August 2023 and have a
twelve month term, expiring on 4 August
2024.
The net
proceeds of the Fundraise will provide the Group with additional
working capital.
New
CLN Terms
The terms
of the New CLNs are as follows:
-
3-year CLN
(the “Term”), with interest of 10% per annum, payable quarterly in
arrears;
-
MediaZest
will make a bullet repayment to each investor at the end of the
Term if the CLN (in whole or in part) remains
unconverted;
-
The
Company may repay in full the CLN at any time, including
accumulated interest on a pro-rata basis;
-
Each
investor can convert the CLNs (in whole or in part) into new
Ordinary Shares by serving written notice 14 days after each annual
anniversary during the Term;
-
The CLN
conversion rate will be calculated by dividing the principal amount
of the CLN by the mid-market price of the Ordinary Shares, on the
last business day before the relevant anniversary date of the CLN,
less a discount of 10%; and
-
If the CLN
is repaid at the end of the Term then warrants over new Ordinary
Shares will be granted to each investor (the “Warrants”). The
number of Warrants granted will be calculated by dividing a sum
equal to 10% of the principal amount of the CLN by the mid-market
price of the shares in MDZ at on the last business day before the
closing of the CLN. The Warrants’ exercise price will be the
mid-market price of the shares in MDZ on the last business day
before the closing of the CLN and the Warrants will expire 12
months from the date of grant.
Geoff Robertson, MediaZest’s CEO said:
“We
are delighted to announce the Fundraise and the Board is grateful
for the continued support of our existing shareholders. The
Fundraise provides further confidence as we seek to build on the
Group’s encouraging recent performance during the second half of
the current financial year.”
Related
Party Transaction
Certain
existing shareholders have subscribed for New CLNs as part of the
Fundraise.
City and
Claremont Capital Assets Ltd (“CCCAL”) is a substantial shareholder
in the Company and has subscribed for £100,000 of New CLNs pursuant
to the Fundraise (the “CCCAL Subscription”).
The CCCAL
Subscription therefore constitutes a related party transaction in
accordance with AIM Rule 13 of the AIM Rules for Companies. The
Directors, who are all considered to be independent Directors for
these purposes, having consulted with the Company's nominated
adviser consider the terms of the CCCAL Subscription to be fair and
reasonable insofar as the Company’s shareholders are
concerned.
CCCAL has
been granted 19,047,619 Existing CLN Warrants pursuant to the terms
of the Existing CLN.
Enquiries:
|
|
Geoff
Robertson
Chief
Executive Officer
MediaZest
Plc
|
0845 207
9378
|
David
Hignell/Adam Cowl
Nominated
Adviser
SP Angel
Corporate Finance LLP
|
020 3470
0470
|
Claire
Noyce
Broker
Hybridan
LLP
|
020 3764
2341
|
|
|
Notes
to Editors:
About
MediaZest
MediaZest
is a creative audio-visual systems integrator that specialises in
providing innovative marketing solutions to leading retailers,
brand owners and corporations, but also works in the public sector
in both the NHS and Education markets. The Group supplies an
integrated service from content creation and system design to
installation, technical support, and maintenance. MediaZest was
admitted to the London Stock Exchange's AIM market in February 2005. For more information, please
visit
www.mediazest.com