TIDMXLM
RNS Number : 0661C
XLMedia PLC
17 January 2018
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF
SOUTH AFRICA, ISRAEL OR ANY JURISDICTION IN WHICH IT WOULD BE
UNLAWFUL TO DO SO. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION
PURPOSES ONLY AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE
ANY SHARES OR OTHER SECURITIES OF XLMEDIA PLC IN ANY JURISDICTION
IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. PLEASE
SEE THE APPIX AT THE OF THIS ANNOUNCEMENT.
For immediate release 17 January 2018
XLMedia PLC
("XLMedia" or "the Group" or "the Company")
Successful placing of 16m ordinary shares to raise GBP31.7m
XLMedia (AIM: XLM), a leading provider of digital performance
marketing, is pleased to announce that further to its announcement
on 16 January 2018 regarding the proposed placing of new ordinary
shares of US$ 0.000001 in the Company ("Ordinary Shares"), the
Company has conditionally placed 16,000,000 Ordinary Shares (the
"Placing Shares") at a price of 198 pence per Ordinary Share,
raising gross proceeds of approximately GBP31.7 million (the
"Placing"). The Placing Shares represent approximately 7.8% of the
Company's current issued share capital.
Completion of the Placing is conditional on, amongst other
things, admission of the Placing Shares to trading on AIM
("Admission"). Admission is expected to occur on 22 January
2018.
Joh. Berenberg, Gossler & Co. KG London Branch ("Berenberg")
acted as sole bookrunner to the Company on the Placing.
Following completion of the Placing and Admission , the Company
has agreed, inter alia, that it will not issue any further shares
for cash for a period of 90 days following Admission without
Berenberg's consent.
Chief Executive Officer of XLMedia, Ory Weihs, commented:
"We are delighted to have received such strong support from both
existing and new shareholders as we continue to see a significant
opportunity to grow XLMedia both organically and through
acquisition.
"This fundraising will enable us to fully capitalise on
acquisition opportunities we have identified in key verticals."
AIM Application and Total Voting Rights
Application has been made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM. It is expected
that Admission will occur and dealings will commence at 8.00 a.m.
on or around 22 January 2018. The Placing Shares will rank pari
passu in all respects with each other and with the existing
Ordinary Shares.
Following Admission, the Company's issued share capital will
consist of 220,352,402 Ordinary Shares with a nominal value of
US$0.000001 each ('Ordinary Shares'). The Company does not hold any
Ordinary Shares in treasury.
The above figure of 220,352,402 Ordinary Shares may be used by
shareholders in the Company as the denominator for the calculations
by which they will determine if they are required to notify their
interest in, or a change in their interest in, the share capital of
the Company under the FCA's Disclosure Guidance and Transparency
Rules.
This announcement contains inside information as defined in
Article 7 of the Market Abuse Regulation No. 596/2014 ("MAR"). Upon
the publication of this announcement, this inside information is
now considered to be in the public domain.
For further information, please contact:
XLMedia plc Ory Weihs www.xlmedia.com Tel: 020 8817 5283
Vigo Communications Jeremy Garcia Tel: 020 7830 9703
/ Fiona Henson / Kate Rogucheva
www.vigocomms.com
Berenberg (Sole Bookrunner and Tel: 020 3207 7800
Joint Broker) Chris Bowman /
Mark Whitmore www.berenberg.com
Cenkos Securities plc (Nomad Tel: 020 7397 8900
and Joint Broker) Camilla Hume/Mark
Connelly www.cenkos.com
Further information
Berenberg, which is authorised by the German Federal Financial
Conduct Authority and subject to limited regulation by the
Financial Conduct Authority ("FCA"), is acting exclusively for the
Company and for no--one else in relation to the Placing, and will
not be responsible to any other person for providing the
protections afforded to its clients nor for providing advice in
connection with the matters contained in this announcement.
Cenkos, which is authorised and regulated in the United Kingdom
by the FCA, is acting exclusively for the Company and for no--one
else, and will not be responsible to any other person for providing
the protections afforded to its clients nor for providing advice in
connection with the matters contained in this announcement.
Members of the general public are not eligible to take part in
the Placing. This announcement and any offer of securities to which
it relates are only addressed to and directed at persons who (i)
have professional experience in matters relating to investments who
fall within article 19(5) of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005 (as amended) ("Order"); or
(ii) fall within article 49(2)(a) to (d) of the Order or (iii) are
persons to whom an offer of the Placing Shares may otherwise
lawfully be made (all such persons together being referred to as
"Relevant Persons"). The information regarding the Placing set out
in this announcement must not be acted on or relied on by persons
who are not Relevant Persons. 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 (including the Appendix) does not constitute
or form part of any offer or any solicitation to purchase or
subscribe for securities in the United States. The Placing Shares
have not been, and will not be, registered under the US Securities
Act of 1933, as amended ("Securities Act"), or under the securities
laws of any state or other jurisdiction of the United States, and,
absent registration, may not be offered or sold in the United
States except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the US Securities
Act and the securities laws of any relevant state or other
jurisdiction of the United States. There will be no public offering
of, or invitation to the public in respect of, the Placing Shares
in the United States or elsewhere.
The distribution of this announcement and the offering or sale
of the Placing Shares in certain jurisdictions may be restricted by
law. No action has been taken by Berenberg, Cenkos or their agents
or affiliates that would, or which is intended to, permit a public
offer of, or invitation to the public in respect of, the Placing
Shares in any jurisdiction or possession or distribution of this
announcement or any other offering or publicity material relating
to the Placing Shares in any jurisdiction where action for that
purpose is required. Persons into whose possession this
announcement comes are required by Berenberg and Cenkos to inform
themselves about and to observe any applicable restrictions.
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 Berenberg, Cenkos nor by any of their
respective affiliates, partners or agents (or any of their
respective directors, officers, employees or advisers), as to or in
relation to, the contents, 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, or any other statement made or purported to be made by or
on behalf of either of Berenberg or Cenkos or any of their
respective affiliates in connection with the Company or the
Placing, and any liability therefor is expressly disclaimed.
Berenberg, Cenkos and each of their respective affiliates
accordingly disclaim all and any liability, whether arising in
tort, contract or otherwise (save as referred to above) in respect
of any statements or other information contained in this
announcement.
No prospectus or offering document has been or will be prepared
in connection with the Placing. Any investment decision to buy
securities in the Placing must be made solely on the basis of
publicly available information. Such information is not the
responsibility of and has not been independently verified by
Berenberg, Cenkos or any of their agents or affiliates.
Forward-looking statements
This announcement contains statements about the Group that are
or may be deemed to be "forward-looking statements".
All statements, other than statements of historical facts,
included in this announcement may be forward-looking statements.
Without limitation, any statements preceded or followed by, or that
include, the words "targets", "plans", "believes", "expects",
"aims", "intends", "will", "may", "should", "anticipates",
"estimates", "projects", "would", "could", "continue" or words or
terms of similar substance or the negative thereof, are
forward-looking statements. Forward-looking statements include,
without limitation, statements relating to the following: (i)
future capital expenditures, expenses, revenues, earnings,
synergies, economic performance, indebtedness, financial condition,
dividend policy, losses and future prospects and (ii) business and
management strategies and the expansion and growth of the
operations of the Company.
These forward-looking statements are not guarantees of future
performance. These forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause the
actual results, performance or achievements of any such person, or
industry results, to be materially different from any results,
performance or achievements expressed or implied by such
forward-looking statements. These forward-looking statements are
based on numerous assumptions regarding the present and future
business strategies of such persons and the environment in which
each will operate in the future. Investors should not place undue
reliance on such forward-looking statements and, save as is
required by law or regulation (including to meet the requirements
of the AIM Rules, MAR, the Prospectus Rules and/or the FSMA), the
Company does not undertake any obligation to update publicly or
revise any forward-looking statements (including to reflect any
change in expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based).
All subsequent oral or written forward-looking statements
attributed to the Company or any persons acting on its behalf are
expressly qualified in their entirety by the cautionary statement
above. All forward-looking statements contained in this
announcement are based on information available to the Directors of
the Company at the date of this announcement, unless some other
time is specified in relation to them, and the posting or receipt
of this announcement shall not give rise to any implication that
there has been no change in the facts set forth herein since such
date.
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 (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 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 Offer. Furthermore, it is noted
that, notwithstanding the Target Market Assessment, Berenberg 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCEAEFKFSSPEAF
(END) Dow Jones Newswires
January 17, 2018 02:00 ET (07:00 GMT)
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