Proposed
RTO
7th July
2023 08:00
RNS Number
:
Electric Guitar
PLC
7th July
2023
This announcement contains inside
information as stipulated under the UK version of the Market Abuse
Regulation No 596/2014 which is part of English Law by virtue of
the European (Withdrawal) Act 2018, as amended. On
publication of this announcement via a Regulatory Information
Service, this information is considered to be in the public
domain.
7th July
2023
Electric Guitar PLC
("ELEG")
Heads of Terms
signed
Proposed Reverse Takeover and Suspension of
Listing
Reverse
Takeover
ELEG is pleased to announce that as of
6th July 2023 it has
entered into a non-binding heads of terms to acquire (through a
reverse takeover subject to regulatory and shareholder approval and
due diligence) all the outstanding shares in 3radical Limited
("3radical") in an all-share transaction
("Transaction").
The Transaction is in line with ELEG's
strategy set out at the time of its IPO last year. On
completion of the Transaction, ELEG's intention is to cancel its
listing on the Standard List and seek admission of its ordinary
share capital, as enlarged following completion of the Transaction,
to trading on the AIM Market of the London Stock Exchange
("Admission").
The heads of terms place an initial
valuation on 3radical of £3 million, subject to
adjustments.
Suspension of
Listing
The Transaction, once completed, would
constitute a reverse takeover under the Listing Rules. As
ELEG is not yet able to provide full disclosure under Listing Rule
5.6.15, it has requested from the Financial Conduct Authority, and
been granted, a suspension of listing in its shares with immediate
effect pending either the issue of an announcement providing
further details on the Transaction, the publication of a
prospectus, or an announcement that the Transaction is not
proceeding. Any restoration of the listing prior to Admission
is subject to the approval of the Financial Conduct
Authority. The parties are committed to seeking a successful
completion of the Transaction as soon as practicable, but there can
be no absolute certainty that the Transaction will take
place.
ELEG Chief Executive, John Regan,
commented:
"The marketing industry is increasingly
driven by shifts in attitudes toward privacy which are driving
marketers to focus on first-party data and customer experience - a
People First strategy. 3radical's sophisticated and
consented-first-person technology, coupled with its worldwide
market presence, made it a perfect choice for Electric Guitar to
join forces with."
John
Hutchinson, Chairman of ELEG,
added:
"We are delighted to have agreed heads of
terms with 3radical. We have reviewed numerous projects since
Electric Guitar's IPO last year, and believe the combination with
3radical will represent an excellent first step in meeting our
stated objective of building a world-class business delivering
People First technology and data for marketers to build meaningful
consumer connections."
Chairman of 3radical, David Eldridge,
said:
"This is an exciting and important step in
3radical's business of delivering the technology services that
marketers need to power customer experiences in the
post-privacy People First world. Joining with Electric
Guitar as a listed business provides 3radical with access to the
funding and talent needed to accelerate our growth, and also the
opportunity to integrate complimentary technology to enhance our
offerings as together we
aggressively pursue the significant market opportunity
ahead."
Further announcements and updates will be
made in due course.
Electric Guitar
PLC
John
Hutchinson
Chairman
+44 1189 570444
Corporate
Broker
Axis Capital Markets
Richard
Hutchison
+44 203 026 0320
rh@axcap247.com
Media
Relations
John
Regan
Chief Executive, Electric Guitar PLC +44 7721 348
826
David
Eldridge
Chairman, 3radical Limited +44 7970 932
498
This announcement has been issued by and is
the sole responsibility of Electric Guitar PLC
("ELEG").
This announcement is not intended to, and
does not, constitute or form part of any offer, invitation or the
solicitation of an offer to purchase, otherwise acquire, subscribe
for, sell or otherwise dispose of, or vote in any manner, any
securities pursuant to this announcement or otherwise. The
distribution of this announcement in jurisdictions outside the
United Kingdom may be restricted
by law and therefore persons into whose possession this
announcement comes should inform themselves about, and observe such
restrictions. Any failure to comply with the restrictions may
constitute a violation of the securities law of any such
jurisdiction.