TIDM7DIG
RNS Number : 1669Z
7digital Group PLC
10 March 2017
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN,
INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
10 March 2017
7digital Group plc
("7digital" or "the Company")
Completion of Placing
7digital, is pleased to announce that, further to the
announcement released by the Company this morning at 7.00 a.m. (the
"Impact Announcement"), a total of 34,769,239 Placing Shares have
been successfully placed with existing and new institutional
investors as well as certain Directors, at the Issue Price of 6.5
pence per Ordinary Share, raising gross proceeds of approximately
GBP2.26 million. The Issue Price of 6.5 pence per Ordinary Share
represents a discount of approximately 10.3 per cent. to the
closing middle market price of 7.25 pence per Ordinary Share on 9
March 2016, being the latest practicable date prior to the
announcement of the Impact Announcement. The Placing Shares will
represent approximately 21.45 per cent. of the enlarged issued
share capital of the Company (assuming the Open Offer is fully
subscribed).
Director participation
The Directors of the Company have conditionally agreed to
subscribe for the following number of New Ordinary Shares:
Name of Director* Shareholding Percentage Number of Shareholding Percentage
prior Shareholding New Ordinary following Shareholding
to the Shares Capital following
Capital subscribed Raising Capital
Raising for in the Raising**
Capital
Raising
Sir Donald
Cruickshank 943,000 0.81% 769,231 1,712,231 1.06
Simon Cole 2,481,046 2.14% 250,000 2,731,046 1.68
Matthew Honey 200,000 0.17% 153,847 353,847 0.22
Paul McGowan 250,000 0.22% 1,538,462 1,788,462 1.10
Mark Foster 17,243 0.01% 153,847 171,090 0.11
Eric Cohen - - 316,556 316,556 0.20
* the interests of these Directors includes the interests of
their immediate families and any persons connected with them
(within
the meaning of section 252 of the Companies Act 2006).
**Assumes full take up of the Open Offer
Related Party Transactions
The participations in the Placing by the Directors set out in
the above table are deemed related party transactions pursuant to
the AIM Rules. The independent Directors, being Anne de Kerckhove
and Pete Downton consider, having consulted with the Company's
nominated adviser, finnCap, that the terms of the Directors'
participation in the Capital Raising is fair and reasonable insofar
as the Company's Shareholders are concerned.
General Meeting
The Capital Raising remains conditional upon Shareholder
approval of the Resolutions at the General Meeting.
Set out in the Circular, being posted to Shareholders later
today, is a notice convening the General Meeting to be held on 28
March 2017 at the offices of Osborne Clarke LLP, One London Wall,
London, EC2Y 5EB at 11.00 a.m., at which the Resolutions will be
proposed for the purposes of implementing the Share Capital
Reorganisation and the Capital Raising.
The Circular will also contain further details of the Share
Capital Reorganisation, the Open Offer and the Potential
Acquisition.
Admission
Application will be made for up to 162,093,074 New Ordinary
Shares and the New Shares (created pursuant to the Share Capital
Reorganisation) to be admitted to trading on AIM. Subject to the
Resolutions having been duly passed and the Placing Agreement not
having been terminated in accordance with its terms, it is
anticipated that admission of the New Ordinary Shares and the New
Shares will occur at 8.00 a.m. on or around 29 March 2017. The New
Ordinary Shares will be credited as fully paid and rank pari passu
with the New Shares.
Capitalised terms used in this announcement shall have the same
meaning as set out in the Impact Announcement.
Expected timetable of principle events
2017
Record Date for the Share Capital 5.30 p.m. on 8
Reorganisation and entitlement March
under the Open Offer
Announcement of the Share Capital 10 March
Reorganisation and the Capital
Raising
Ex-entitlement date of the Open 10 March
Offer
Publication of this document, 10 March
Form of Proxy and, in respect
of Qualifying Non-CREST Shareholders,
the Application Form
Open Offer Entitlements and Excess As soon as practicable
Open Offer Entitlements credited after 8.00 a.m.
to stock accounts in CREST of on 13 March 2017
Qualifying CREST Shareholders
Latest recommended time and date 4.30 p.m. 21 March
for requested withdrawal of Basic 2017
Open Offer Entitlements and Excess
CREST Open Offer Entitlements
from CREST
Latest time and date for depositing 3.00 p.m. 22 March
Open Offer Entitlements and Excess 2017
CREST Open Offer Entitlements
in CREST
Latest time and date for splitting 3.00 p.m. 23 March
Application Forms (to satisfy 2017
bona fide market claims only)
Latest time and date for receipt 11.00 a.m. on
of Forms of Proxy and CREST voting 24 March 2017
instructions
Latest time and date for receipt 11.00 a.m. on
of Application Forms and payment 27 March 2017
in full under the Open Offer
and settlement of relevant CREST
instructions (as appropriate)
General Meeting 11.00 a.m. on
28 March
Results of the General Meeting, 28 March
Share Capital Reorganisation
and the Open Offer announced
Admission and dealings in the 8.00 a.m. on 29
New Ordinary Shares expected March
to commence on AIM
Where applicable, expected date 29 March
for CREST accounts to be credited
in respect of New Ordinary Shares
in uncertificated form
Where applicable, expected date by 14 April
for despatch of definitive share
certificates for New Ordinary
Shares in certificated form
Long Stop Date 12 April
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.
S
Enquiries:
020 7099
7digital Group 7777
Simon Cole, Chief Executive
Matt Honey, Chief Financial Officer
Holly Ashmore, PR Manager
finnCap (nominated adviser and 020 7220
broker) 0500
Geoff Nash / Carl Holmes / Simon
Hicks - Corporate Finance
Mia Gardner - Corporate Broking
Weber Shandwick (financial PR
agency)
Nick Oborne - NOborne@webershandwick.com
Tom Jenkins - TJenkins@ webershandwick.com
020 7067
About 7digital (http://about.7digital.com) 0000
7digital is the global leader in end-to-end digital music
solutions. The core of its business is the provision of robust and
scalable technical infrastructure and extensive global music rights
used to create music streaming and radio services for a diverse
range of customers - including consumer brands, mobile carriers,
broadcasters, automotive systems, record labels and retailers.
7digital also offers radio production and music curation services,
editorial strategy and content management expertise.
7digital fosters industry growth and innovation by simplifying
access to music for clients such as Onkyo, Fnac, Musical.ly, Global
Radio and E.Leclerc. From years of being the largest independent
producer of programming for the BBC, launching Radioplayer in
multiple territories, and powering services for partners like HMV,
Electric Jukebox and Panasonic, 7digital is perfectly positioned to
lead innovation at the intersection of digital music and
next-generation radio services.
The information communicated in this announcement contains
inside information for the purposes of Article 7 of the Market
Abuse Regulation (EU) No. 596/2014.
IMPORTANT NOTICES
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPIX) 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(1)(e) OF DIRECTIVE
2003/71/EC AS AMED, INCLUDING BY THE 2010 PROSPECTUS DIRECTIVE
AMING DIRECTIVE (DIRECTIVE 2010/73/EC) AND TO THE EXTENT
IMPLEMENTED IN THE RELEVANT MEMBER STATE (THE "PROSPECTUS
DIRECTIVE"); (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO
(A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS
ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE "ORDER")
(INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO
(d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.)
OF THE ORDER (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 7DIGITAL GROUP PLC.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (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 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 THE APPIX) 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, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
The distribution of this Announcement and/or the Placing and/or
issue of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, finnCap
or any of their respective affiliates, agents, directors, officers
or employees 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 the
Company and finnCap to inform themselves about and to observe any
such restrictions.
This Announcement or any part of it 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 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")), Australia, Canada, Japan or the Republic of South
Africa or any other jurisdiction in which the same would be
unlawful. No public offering of the Placing Shares is being made in
any such jurisdiction.
All offers of the Placing Shares will be made pursuant to an
exemption under the Prospectus Directive from the requirement to
produce a prospectus. 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)
does not apply.
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 for the South
Africa 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 Australia, Canada, Japan or the Republic of South
Africa. 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 Australia, Canada, Japan or the Republic of South Africa or
any other jurisdiction outside the United Kingdom.
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 action.
By participating in the Placing, each person who is invited to
and who chooses to participate in the Placing (a "Placee") by
making an oral 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.
This Announcement may contain and the Company may make verbal
statements containing "forward-looking statements" with respect to
certain of the Company'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 the Company,
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 the Company and its
respective affiliates operate, the effect of volatility in the
equity, capital and credit markets on the Company's profitability
and ability to access capital and credit, a decline in the
Company'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 the Company 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 the Company speak only as of
the date they are made. Except as required by applicable law or
regulation, the Company 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 the Company's expectations with regard
thereto or any changes in events, conditions or circumstances on
which any such statement is based.
finnCap is authorised and regulated by the Financial Conduct
Authority (the "FCA") in the United Kingdom and is acting
exclusively for the Company and no one else in connection with the
Placing, and finnCap will not be responsible to anyone (including
any Placees) other than the Company for providing the protections
afforded to its clients or for providing advice in relation to the
Placing or any other matters referred to in this Announcement.
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 finnCap or by any of its affiliates or
agents 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.
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 the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the
Company.
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 London
Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOEEAFDEFSNXEFF
(END) Dow Jones Newswires
March 10, 2017 07:01 ET (12:01 GMT)
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