Admission Announcement to London Stock Exchange

NOT FOR PUBLICATION OR RELEASE IN OR INTO THE UNITED STATES OR AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF IRELAND OR THE REPUBLIC OF SOUTH AFRICA, OR ANY PROVINCE OR TERRITORY THEREOF OR TO OR FOR THE ACCOUNT OF ANY NATIONAL, RESIDENT OR CITIZEN OF THE UNITED STATES OR ANY PERSON RESIDENT IN AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF IRELAND OR THE REPUBLIC OF SOUTH AFRICA.

10 January 2022

ELECTRIC GUITAR PLC

(“Electric Guitar” or the “Company”)

Admission Announcement to the London Stock Exchange Main Market

The directors of the Company (the “Directors”) are pleased to announce that an application has been made for the admission (“Admission”) of the Company’s ordinary shares to the London Stock Exchange (“LSE”) Main Market under Exchange symbol ‘ELEG’ and ISIN GB00BN11T727. The Company’s registered office is 4^th Floor, The Anchorage, 34 Bridge Street, Reading, Berkshire, RG1 2LU.

The expected date of Admission is 11 January 2022. On Admission, the Company will have an approximate market capitalisation of £1.74 million at £0.03 per share.

The Company is the process of conducting a placing of 40,000,000 shares at £0.03 to raise £1,200,000. Upon Admission, the Company will have net funds of approximately £937,950 and there will be 57,862,776 ordinary shares of £0.005 par value in issue.

Company Information

Electric Guitar was established in 2021 through the issue of shares to the founders as a special purpose acquisition vehicle which will seek an acquisition target in the digital media sector. The Company intends to act as a consolidator and operator in the digital advertising market.

With the global reach of the internet and its extensive use for social media and purchasing activity, advertisers and marketers now use digital advertising to gain access to users of personal computers and mobile devices such as smartphones.

With the impending limitation to the collection of third-party data, advertisers will need to go about focussing on and procuring ‘first party’ data for their clients on their customers. Advertisers’ clients will want to regain control of data concerning their customers rather than rely on internet platform operators. For this to happen advertisers will need to maintain an effective data relationship with their clients. This will be defined by transparency, control, and value amongst other measures. Key to this will be data science, bespoke content development, and command of digital media skills.

Over 50% of agency media spend is on digital media inventory. Pre-purchasing and reselling this inventory at a profit is a significant revenue stream. A new focus on first-party data will depreciate this revenue stream. It will be difficult for the older agencies to pivot away from this income generating activity to fulfil the needs of their clients in the new digital ecosystem.

In light of the above, the Directors believe that there is a significant commercial opportunity in the digital advertising sector as advertisers and their customers explore different ways to reach their target audiences in the disrupted market.

While there has been some activity to date within the large capital advertising market, with the focus of legacy agencies’ increasingly on digital advertising solutions, less attention has been paid to the smaller agencies. The Directors have identified an opportunity to invest in these agencies with few or no legacy issues with technologies that can provide alternative strategies. 

Directors

The Directors of the Company, and their age and positions are as follows:

John Christopher Hutchinson, (Age 60, Non-executive Chairman)

John Hutchinson is an experienced non-executive director and founder of businesses.  He has maintained his career as a corporate lawyer for 30 years alongside his external business activities.

In 2005 he became Chairman of Intavent Limited, a medical devices company, overseeing realisation of value for its shareholders over two years as the company wound up its UK activities.

In 2007 he was part of a team that set up Epi-V, a private equity fund investing in technologies for the oil and gas industry.  In 2012 he became managing partner of the fund, responsible for £110m of investment.

John was appointed a director of Guardian Holdings Limited on 28 March 2013. He resigned on 18 May 2017.

He was also appointed a director of Evendons Close Limited on 29 October 2015 until the company was voluntarily dissolved on 28 February 2017.

In 2015 he was asked to take over as managing partner of his law firm, Pitmans, reorganised the firm’s management team and took the firm into a merger in 2018, creating a £52 million turnover business and remaining on the merged firm’s Executive Board until April 2020.

He has been on the boards of several innovative and growth orientated technology companies.  Examples include SafeToNet Limited, a company safeguarding children globally online and Flodatix Limited, a private equity backed multi-phase flow metering company using unique technology in the oil and gas sector.

John has a Degree from the University of Victoria in Canada.

John Patrick Regan, (Age 52, Chief Executive Officer)

John is a serial entrepreneur with 30 years' experience of the advertising industry. He has over 25 years of experience in data privacy and marketing data analytics.

John started his career selling classified advertisements for the Daily Telegraph in 1991, before moving into Radio for Independent Radio Sales, part of Katz Communications.

In 1998, he founded one of the first independent marketing analysis businesses in the UK which was sold to Diversified Agencies UK Holdings Ltd (formerly Lopex plc), a subsidiary of Havas Advertising S.A, the French multinational advertising and public relations company. It became part of EHS Brann, the creators of the Tesco Clubcard, the first large scale, data driven marketing operation in the United Kingdom.

John co-founded his second and third businesses, namely Absolute Intuistic Limited, trading as AI Data Intelligence, and Intuistic Limited which were bought out by Communisis Plc in 2008. AI Data Intelligence specialised in the use of advanced analytics to optimise direct mail campaigns for large clients including Royal Bank of Scotland, Lloyds TSB and Vodafone. Both of John’s companies were bought out by Communisis Plc in 2008.

Following the sale, John spent 2 years as a board director on the acquisitions team of Communisis Data Limited (part of the Communisis Plc group.  In 2019 he founded the advertising technology business, Mymyne, which continues to research digital privacy and digital advertising.

John has a BA(Hons) degree in Social Policy and Administration from Portsmouth University.

Luke William McKeever, (Age 53, Non-executive Director)

Luke has 25 years’ international experience in marketing data and technology with a focus on developing online strategies for large companies. During this time, he has risen to the position of CEO and NED of several AIM-listed and private technology businesses.

In 1994 he began as Account Director for Claritas, a marketing data services business before leading international sales and partnerships teams at Experian PLC and Alterian PLC, culminating in him becoming Chief Executive Officer of Capital ID in 2007.

In 2009, he became Chief Executive Officer of Portrait Software PLC, a formerly AIM-listed marketing technology company. marketing technology company. The company was acquired by US-based Pitney Bowes for £44m in 2010.

Luke subsequently became CEO of OB10, a multi-national electronic invoicing platform, before it was acquired by Tungsten Corporation Plc for £101m in 2013.

From 2010 to 2018 Luke was also Non-executive Director of Metia, and between 2015-2018, he Chaired, then moved to the CEO-role of Neighbourly.com, a start-up helping large brands to manage their ESG activity, before becoming CEO of AIM-listed Attraqt Group PLC in 2018.

Attraqt provides search and merchandising solutions to online retailers around the globe. In 2020, he moved to a part-time Non-executive Director; a position he still holds.

Luke has an honours degree in Social Psychology from Sussex University (1991). He resides in Amsterdam.

Reasons for Admission to the London Stock Exchange Main Market

The Company is raising capital to fund the acquisition of a company or business in the digital media and advertising sectors. The Directors consider that admission of the Company’s shares to trading on the Main Market will be attractive both to investors under the Placing and to the vendors of potential target companies or businesses as the Company executes its investment strategy, relative to the listing or admission of the Company’s shares on a different exchange.

Directors Interests

The interests of the Directors, their immediate families and any persons connected with them (within the meaning of section 252 of the Act) (all of which, unless otherwise stated, are beneficial) in the Company’s issued share capital as at the date of this announcement and as they are expected to be prior to and immediately following Admission will be as follows:

Directors Name	Ordinary Shares on Admission	Percentage of Enlarged Share Capital
John Christopher Hutchinson	2,373,000	4.10%
John Patrick Regan	4,068,000	7.03%
Luke William McKeever	2,373,000	4.10%

Shares in Public Hands

Approximately 69.1 per cent. of the Company’s share capital will be in public hands upon Admission.

Document Available for Inspection

Copies of the prospectus and this announcement are available from the Company’s website, https://electricguitarplc.com.

The directors of Electric Guitar Plc accept responsibility for this announcement.

FOR FURTHER INFORMATION PLEASE CONTACT:

Company Contact Details:

Electric Guitar Plc

4^th Floor, The Anchorage,34 Bridge Street,

Reading,

Berkshire, RG1 2LU

United Kingdom.

Telephone: [phone]

https://electricguitarplc.com

Corporate Adviser:

Alexander David Securities Limited

David Scott – Corporate Finance

James Dewhurst – Corporate Finance

49 Queen Victoria Street,

London, EC4N 4SA

United Kingdom

Telephone: [phone]

http://www.ad-securities.com

Placing Agent and Broker from Admission:

Axis Capital Markets Limited

27 Clements Lane

London, EC4N 7AE

United Kingdom

Telephone: [phone]

https://axcap247.com

FORWARD-LOOKING STATEMENTS

This announcement contains forward-looking statements which reflect the Company's or, as appropriate, the Directors' current views, interpretations, beliefs or expectations with respect to the Company's financial performance, business strategy and plans and objectives of management for future operations.  These statements include forward-looking statements both with respect to the Company and the sector and industry in which the Company proposes to operate.  Statements which include the words "expects", "intends", "plans", "believes", "projects", "anticipates", "will", "targets", "aims", "may", "would", "could", "continue", "estimate", "future", "opportunity", "potential" or, in each case, their negatives, and similar statements of a future or forward-looking nature identify forward-looking statements.

All forward-looking statements address matters that involve risks and uncertainties because they relate to events that may or may not occur in the future.  Forward-looking statements are not guarantees of future performance.  Accordingly, there are or will be important factors that could cause the Company's actual results, prospects and performance to differ materially from those indicated in these statements.  In addition, even if the Company's actual results, prospects and performance are consistent with the forward-looking statements contained in this announcement, those results may not be indicative of results in subsequent periods

These forward-looking statements speak only as of the date of this announcement. Subject to any obligations under the Prospectus Rules, the Market Abuse Regulation, the Listing Rules and the Disclosure and Transparency Rules and except as required by the FCA, the London Stock Exchange, the City Code or applicable law and regulations, the Company undertakes no obligation publicly to update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.  All subsequent written and oral forward-looking statements attributable to the Company or individuals acting on behalf of the Company are expressly qualified in their entirety by this paragraph.

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.

Alexander David Securities Limited and Axis Capital Markets Limited, which are authorised and regulated by the Financial Conduct Authority, are acting only for the Company in connection with the matters described in this announcement and are not acting for or advising any other person, or treating any other person as its client, in relation thereto and will not be responsible for providing the regulatory protection afforded to clients of Axis Capital Markets Limited or advice to any other person in relation to the matters contained herein.