TIDMZIN
RNS Number : 6975U
Zinc Media Group PLC
03 August 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, OR INTO OR WITHIN THE UNITED
STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, THE
REPUBLIC OF IRELAND OR JAPAN, OR ANY MEMBER STATE OF THE EEA, OR
ANY OTHER JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO
SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR
REGULATION. PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS
ANNOUNCEMENT.
THE COMMUNICATION of this announcement and any other documents
or materials relating to the REX Retail Offer as a financial
promotion is only being made to, and may only be acted upon by,
those persons in the United Kingdom falling within Article 43 of
the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005, as amended (which includes an existing member of ZINC
MEDIA GROUP PLC). ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND
WILL BE ENGAGED IN ONLY WITH SUCH PERSONS. THIS ANNOUNCEMENT IS FOR
INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART
OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF
AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF ZINC MEDIA
GROUP PLC.
03 August 2022
Zinc Media Group plc
REX Retail Offer
Zinc Media Group plc ("Zinc Media" or the "Company") is pleased
to announce a retail offer via REX (the "REX Retail Offer") of
ordinary shares of 0.125p each ("Ordinary Shares") in the capital
of the Company (the "REX Retail Offer Shares") at an issue price of
100 pence per REX Retail Offer Share (the "Issue Price"). The Issue
Price represents a discount of approximately 7.0 per cent. to the
closing mid-price of the Ordinary Shares on 2 August 2022.
In addition to the REX Retail Offer, the Company is also
conducting a placing of new Ordinary Shares through an accelerated
bookbuild process (the "Placing") (the "Placing Shares" and
together with the REX Retail Offer Shares, the "New Ordinary
Shares") at the Issue Price.
A separate announcement has been made regarding the Placing and
its terms which also includes details regarding the proposed
acquisition by the Company of the entire issued and to be issued
share capital of The Edge Picture Co Limited (the "Acquisition")
and the resolutions (the "Resolutions") required to implement the
Placing, the REX Retail Offer and the Acquisition being duly passed
by Shareholders at the general meeting proposed to be held at the
offices of Singer Capital Markets, 1 Bartholomew Lane, London, EC2N
2AX at 11.00 a.m. on 22 August 2022 (the "General Meeting"). A
circular, containing further details of the Placing, the REX Retail
Offer and the Acquisition and convening the General Meeting in
order to pass the Resolutions (the "Circular"), is expected to be
despatched to Shareholders on or around 4 August 2022 and the
Circular, once published, will be available on the Company's
website at www.zincmedia.com .
For the avoidance of doubt, the REX Retail Offer is not part of
the Placing.
The REX Retail Offer and the Placing are conditional, inter
alia, on the New Ordinary Shares being admitted to trading on AIM
("Admission"). Admission is expected to take place at 8.00 a.m. on
23 August 2022. Completion of
the REX Retail Offer is conditional, inter alia, upon the completion of the Placing.
The Directors intend to use the net proceeds of the REX Retail
Offer and the Placing to principally finance the initial cash
consideration due in respect of the Acquisition together with the
associated transaction costs and to provide additional growth
capital for the Company and its subsidiary undertakings following
completion of the Acquisition.
REX Retail Offer
The Company values its retail shareholder base and believes that
it is appropriate to provide its existing retail shareholders in
the United Kingdom the opportunity to participate in the REX Retail
Offer.
Therefore the Company is making the REX Retail Offer open to
eligible investors in the United Kingdom following release of this
announcement through the financial intermediaries listed below.
Existing shareholders can contact their broker or wealth manager
to participate in the REX Retail Offer. The following
Intermediaries have already confirmed their participation in the
offer:
-- AJ Bell Securities Ltd
-- Hargreaves Lansdown Asset Management Limited
-- Interactive Investor Services Limited
The REX Retail Offer is expected to close at the same time as
the Placing closes. Eligible shareholders should note that
financial intermediaries may have earlier closing times.
Retail brokers wishing to participate in the REX Retail Offer on
behalf of existing retail shareholders, should contact
info@rexretail.com. The offer will close later today subject to the
bookrunner's discretion.
To be eligible to participate in the REX Retail Offer,
applicants must be a customer of at least one of the intermediaries
listed above, that are, as at the date hereof or will be, prior to
placing an order for REX Retail Offer Shares, shareholders in the
Company which may include individuals aged 18 years or over,
companies and other bodies corporate, partnerships, trusts,
associations and other unincorporated organisations.
There is a minimum subscription of GBP50 per applicant. The
terms and conditions on which applicants subscribe will be provided
by the relevant financial intermediaries including relevant
commission or fee charges.
The Company reserves the right to scale back any order under the
REX Retail Offer at its sole discretion. The Company reserves the
right to reject any application for subscription under the REX
Retail Offer without giving any reason for such rejection.
It is vital to note that once an application for REX Retail
Offer Shares has been made by an investor and accepted via an
intermediary, it cannot be withdrawn.
It is a term of the REX Retail Offer that the total value of the
REX Retail Offer Shares available for subscription at the Issue
Price does not exceed GBP250,000.
The REX Retail Offer Shares will, when issued, be free of all
liens, charges and encumbrances and will, when issued and fully
paid, be credited as fully paid and rank pari passu in all respects
with the Company's existing Ordinary Shares including the right to
receive all dividends and other distributions declared, made or
paid after their date of issue.
The REX Retail Offer is offered in the United Kingdom under the
exemption against the need for a prospectus in section 86(1)(e) of
FSMA. As such, there is no need for publication of a prospectus
pursuant to the Prospectus Regulation Rules of the Financial
Conduct Authority, or for approval of the same by the Financial
Conduct Authority. The REX Retail Offer is not being made into any
jurisdiction other than the United Kingdom.
No offering document, prospectus or admission document has been
or will be prepared or submitted to be approved by the Financial
Conduct Authority (or any other authority) in relation to the REX
Retail Offer, and investors' commitments will be made solely on the
basis of the information contained in this announcement and
information that has been published by or on behalf of the Company
prior to the date of this announcement by notification to a
Regulatory Information Service in accordance with the Financial
Conduct Authority's Disclosure Guidance and Transparency Rules, the
Market Abuse Regulation (EU Regulation No. 596/2014) ("MAR") and
MAR as it forms part of United Kingdom law by virtue of the
European Union (Withdrawal) Act 2018 (as amended).
Investors should make their own investigations into the merits
of an investment in the Company. Nothing in this announcement
amounts to a recommendation to invest in the Company or amounts to
investment, taxation or legal advice.
It should be noted that a subscription for REX Retail Offer
Shares and investment in the Company carries a number of risks.
Investors should take independent advice from a person experienced
in advising on investment in securities such as the REX Retail
Offer Shares if they are in any doubt.
An investment in the Company will place capital at risk. The
value of investments, and any income, can go down as well as up, so
investors could get back less than the amount invested.
Neither past performance nor any forecasts should be considered
a reliable indicator of future results.
For further information, please contact:
Zinc Media Group plc +44 (0) 20 7878 2311
Mark Browning (Chief Executive Officer)
Will Sawyer (Chief Financial Officer)
REX
Email: info@rexretail.com
Further information on the Company can be found on its website
at www.zincmedia.com.
The Company's LEI is 21380038V6N4I4P38D74.
This announcement should be read in its entirety. In particular,
the information in the "Important Notices" section of the
announcement should be read and understood.
Important Notices
The content of this announcement, which has been prepared by and
is the sole responsibility of the Company.
This announcement and the information contained herein is not
for release, publication or distribution, directly or indirectly,
in whole or in part, in or into or from the United States
(including its territories and possessions, any state of the United
States and the District of Columbia (the "United States" or "US")),
Australia, Canada, the Republic of Ireland, Japan, the Republic of
South Africa, any member state of the EEA or any other jurisdiction
where to do so might constitute a violation of the relevant laws or
regulations of such jurisdiction. Persons into whose possession any
document or other information referred to herein comes should
inform themselves about and observe any such restriction. Any
failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.
The REX Retail Offer Shares have not been and will not be
registered under the US Securities Act of 1933, as amended (the "US
Securities Act") or under the applicable state securities laws of
the United States and may not be offered or sold directly or
indirectly in or into the United States. No public o ering of the
REX Retail Offer Shares is being made in the United States. The REX
Retail Offer Shares are being o ered and sold outside the United
States in "o shore transactions", as de ned in, and in compliance
with, Regulation S under the US Securities Act. In addition, the
Company has not been, and will not be, registered under the US
Investment Company Act of 1940, as amended.
This announcement does not constitute an offer to sell or issue
or a solicitation of an offer to buy or subscribe for REX Retail
Offer Shares in the United States, Australia, Canada, the Republic
of Ireland, Japan, the Republic of South Africa, any member state
of the EEA or any other jurisdiction in which such offer or
solicitation is or may be unlawful. No public offer of the
securities referred to herein is being made in any such
jurisdiction.
REX is a proprietary technology platform owned and operated by
Peel Hunt LLP (registered address at 7th Floor, 100 Liverpool
Street, London EC2M 2AT; FRN 530083). Peel Hunt LLP ("Peel Hunt")
is authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting exclusively for the Company and for
no-one else and will not regard any other person (whether or not a
recipient of this announcement) as its client in relation to the
REX Retail Offer and will not be responsible to anyone other than
the Company for providing the protections afforded to its clients,
nor for providing advice in connection with the REX Retail Offer,
Admission and the other arrangements referred to in this
announcement.
The value of Ordinary Shares and the income from them is not
guaranteed and can fall as well as rise due to stock market
movements. When you sell your investment, you may get back less
than you originally invested. Figures refer to past performance and
past performance is not a reliable indicator of future results.
Returns may increase or decrease as a result of currency
fluctuations.
Certain statements in this announcement are forward-looking
statements which are based on the Company's expectations,
intentions and projections regarding its future performance,
anticipated events or trends and other matters that are not
historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "intend", "estimate",
"expect" and words of similar meaning, include all matters that are
not historical facts. These forward-looking statements involve
risks, assumptions and uncertainties that could cause the actual
results of operations, financial condition, liquidity and dividend
policy and the development of the industries in which the Company's
businesses operate to differ materially from the impression created
by the forward-looking statements. These statements are not
guarantees of future performance and are subject to known and
unknown risks, uncertainties and other factors that could cause
actual results to differ materially from those expressed or implied
by such forward-looking statements. Given those risks and
uncertainties, prospective investors are cautioned not to place
undue reliance on forward-looking statements.
These forward-looking statements speak only as at the date of
this announcement and cannot be relied upon as a guide to future
performance. The Company and Peel Hunt expressly disclaim any
obligation or undertaking to update or revise any forward-looking
statements contained herein to reflect actual results or any change
in the assumptions, conditions or circumstances on which any such
statements are based unless required to do so by the Financial
Conduct Authority, the London Stock Exchange or applicable law.
The information in this announcement is for background purposes
only and does not purport to be full or complete. None of Peel Hunt
or any of its affiliates, accepts any responsibility or liability
whatsoever for, or makes any representation or warranty, express or
implied, as to this announcement, including the truth, accuracy or
completeness of the information in this announcement (or whether
any information has been omitted from the announcement) or any
other information relating to the Company or associated companies,
whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available or for any loss howsoever
arising from any use of the announcement or its contents or
otherwise arising in connection therewith. Peel Hunt and its
affiliates, accordingly disclaim all and any liability whether
arising in tort, contract or otherwise which they might otherwise
be found to have in respect of this announcement or its contents or
otherwise arising in connection therewith.
Any indication in this announcement of the price at which the
Ordinary Share have been bought or sold in the past cannot be
relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser. No
statement in this announcement is intended to be a profit forecast
and no statement in this announcement should be interpreted to mean
that earnings or target dividend per share of the Company for the
current or future financial years would necessarily match or exceed
the historical published earnings or dividends per share of the
Company.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into or forms part of this announcement. The REX Retail Offer
Shares to be issued or sold pursuant to the REX Retail Offer will
not be admitted to trading on any stock exchange other than the
London Stock Exchange.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("Directive 2014/65/EU"); (b)
Articles 9 and 10 of MiFID II; and (c) local implementing measures;
and/or (d) (where applicable to UK investors or UK firms) the
relevant provisions of the UK statutory instruments implementing
Directive 2014/65/EU and Commission Delegated Directive (EU)
2017/593, Regulation (EU) No 600/2014 of the European Parliament,
as they form part of UK law by virtue of the European Union
(Withdrawal) Act 2018, as amended (together, the "UK MiFID Laws ")
(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 REX Retail Offer Shares have been subject
to a product approval process, which has determined that the REX
Retail Offer Shares are: (i) compatible with an end target market
of retail investors who do not need a guaranteed income or capital
protection and investors who meet the criteria of professional
clients and eligible counterparties, each as defined in
Directive 2014/65/EU and the UK MiFID Laws (as applicable) (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors
should note that: the price of the REX Retail Offer Shares may
decline and investors could lose all or part of their investment;
the REX Retail Offer Shares offer no guaranteed income and no
capital protection; and an investment in the REX Retail Offer
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 REX Retail
Offer. Furthermore, it is noted that, notwithstanding the Target
Market Assessment, Peel Hunt LLP will only contact prospective
applicants for participation in the REX
Retail Offer 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 Directive 2014/65/EU or the UK MiFID Laws; 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 REX Retail Offer Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the REX Retail Offer Shares and determining appropriate distribution channels.
It is further noted that the REX Retail Offer is only open to
investors in the United Kingdom.
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END
MSCDXGDIIBGDGDD
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