Results of Placing

RNS Number : 6393G

Ebiquity PLC

30 March 2022

 

30 March 2022

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED.

PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

Ebiquity Plc

Results of Placing

Ebiquity plc ("Ebiquity" or the "Company"), a world leader in media investment analysis, is pleased to announce the successful completion of the equity placing announced earlier today (the "Placing").

The Placing has received significant support from existing shareholders and new blue chip institutional investors.

Placing

A total of 28,301,886 new Ordinary Shares (the "Placing Shares") have been placed by Panmure Gordon (UK) Limited ("Panmure Gordon") at a price of 53.0 pence per Placing Share (the "Placing Price"), raising gross proceeds of approximately £15.0 million (before fees and expenses). The proceeds from the Placing will be used to fund the cash consideration element of the MediaPath Acquisition, with the balance used to accelerate organic and inorganic growth of the enlarged business, to strengthen its balance sheet and for transaction fees and expenses.

The Placing Shares represent approximately 34.0% of the Existing Share Capital. The Placing Price represents a discount of 8.6% to the closing middle market price of 58.0 pence per Ordinary Share on 29 March 2022, being the latest practicable date prior to the publication of this announcement.

Settlement, dealings and completion of the MediaPath Acquisition

The Placing is conditional upon the passing of certain resolutions at a general meeting. The Company intends to publish a Circular and Notice of General Meeting shortly.

Application will be made to the London Stock Exchange for the Placing Shares and MediaPath Consideration Shares (the "New Ordinary Shares") to be admitted to trading on AIM. It is expected that admission of the New Ordinary Shares will become effective at 8.00 am on or around 20 April 2022 ( "Admission").

The New Ordinary Shares will, when issued, rank equally in all respects with the Existing Ordinary Shares including the right to receive dividends and other distributions declared following Admission.

Related Party Transactions under the AIM Rules for Companies

Canaccord Genuity Wealth Management, a holder of approximately 19.5% of the Existing Ordinary Shares) is a related party of the Company and will be participating in the Placing ("Canaccord Participation"). This constitutes a related party transaction under Rule 13 of the AIM Rules for Companies. As such, the Directors consider, having consulted with the Company's nominated adviser, Panmure Gordon, that the terms of the Canaccord Participation are fair and reasonable insofar as the Company's shareholders are concerned.

Artemis Investment Management LLP, a holder of approximately 13.2% of the Existing Ordinary Shares) is a related party of the Company and will be participating in the Placing ("Artemis Participation"). This constitutes a related party transaction under Rule 13 of the AIM Rules for Companies. As such, the Directors consider, having consulted with the Company's nominated adviser, Panmure Gordon, that the terms of the Artemis Participation are fair and reasonable insofar as the Company's shareholders are concerned.

BGF Investment Management Limited, a holder of approximately 12.6% of the Existing Ordinary Shares) is a related party of the Company and will be participating in the Placing ("BGF Participation"). This constitutes a related party transaction under Rule 13 of the AIM Rules for Companies. As such, the Directors consider, having consulted with the Company's nominated adviser, Panmure Gordon, that the terms of the BGF Participation are fair and reasonable insofar as the Company's shareholders are concerned.

Capitalised terms in this announcement carry the same meaning as in the RNS announcement " Proposed Acquisition of Media Path Network AB and Proposed Placing of £15.0 million " released earlier today, save where otherwise defined.

Market abuse regulation

This Announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/201 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR"). Upon the publication of this announcement via a Regulatory Information Service this inside information is now considered to be in the public domain.

The person responsible for arranging release of this Announcement on behalf of the Company is Alan Newman, Chief Financial Officer and Chief Operating Officer of the Company.

Ebiquity plc	[phone]
Nick Waters, CEO
Alan Newman, CFO & COO
Camarco
Ben Woodford	[phone]
Geoffrey Pelham-Lane	[phone]
Panmure Gordon (Financial Adviser, Nomad and Broker)	[phone]
Alina Vaskina / Harriette Johnson / Dougie McLeod (Corporate Advisory)
Charles Leigh-Pemberton / Sam Elder (Corporate Broking)

About Ebiquity plc

Ebiquity plc (LSE AIM: EBQ) is a world leader in media investment analysis. It harnesses the power of data to provide independent, fact-based advice, enabling brand owners to perfect media investment decisions and improve business outcomes. Ebiquity is able to provide independent, unbiased advice and solutions to brands because we have no commercial interest in any part of the media supply chain.

We are a data-driven solutions company helping brand owners drive efficiency and effectiveness from their media spend, eliminating wastage and creating value. We provide analysis and solutions through five Service Lines: Media management, Media performance, Marketing effectiveness, Technology advisory, Contract compliance.

Ebiquity's clients are served by more than 500 media specialists operating from 19 offices covering 80% of the global advertising market.

The Company has the most comprehensive, independent view of today's global media market, analysing US$55bn of media spend from 75 markets annually, including trillions of digital media impressions. Our Contract Compliance division, FirmDecisions, audits US$40bn of contract value annually.

As a result, more than 70 of the world's top 100 advertisers today choose Ebiquity as their trusted independent media advisor.

For further information, please visit: www.ebiquity.com

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE, OR THE SOLICITATION OF AN OFFER TO BUY, ACQUIRE OR SUBSCRIBE FOR SHARE IN THE CAPITAL OF THE COMPANY IN THE UNITED STATES, CANADA, THE REPUBLIC OF SOUTH AFRICA, AUSTRALIA OR JAPAN (OR TO ANY PERSONS IN ANY OF THOSE JURISDICTIONS). THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS.

IMPORTANT NOTICES

THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT IS 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 THE UNITED KINGDOM OR A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(e) OF REGULATION (EU) 2017/1129 (THE "PROSPECTUS REGULATION"); (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 AMENDED (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 EBIQUITY PLC.

THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES.

THIS ANNOUNCEMENT 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 AUSTRALIA, CANADA, NEW ZEALAND THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN ANY SUCH JURISDICTION.

This Announcement has been issued by, and is the sole responsibility of, the Company. No responsibility or liability is or will be accepted by, and no undertaking, representation or warranty or other assurance, express or implied, is or will be made or given by Panmure Gordon, or by any of their respective partners, directors, officers, employees, advisers, consultants or affiliates as to, or in relation to, the sufficiency, accuracy, fairness or completeness of the information or opinions contained in this Announcement or any other written or oral information made available to or publicly available to any interested person or its advisers, and any liability therefor is expressly disclaimed. The information in this Announcement is subject to change.

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, the Acquisitions 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 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. These forward-looking statements reflect the Company's judgment at the date of this Announcement and are not intended to give any assurance as to future results and the Company cautions that its actual results of operations and financial condition, and the development of the industry in which it operates, may differ materially from those made in or suggested by the forward-looking statements contained in this Announcement and/or information incorporated by reference into this Announcement. Except as required by applicable law or regulation, the Company expressly disclaims any obligation or undertaking to publish any updates, supplements 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.

Panmure Gordon 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 Bookbuilding Process and the Placing and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Placing or the transactions or arrangements described in this Announcement. Panmure Gordon is not responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients of Panmure Gordon or for providing advice in relation to the Bookbuilding Process, the Placing, the contents of this Announcement or any other matters referred to or described in this Announcement.

Panmure Gordon, which is authorised and regulated in the United Kingdom by the FCA, is acting as nominated adviser to the Company for the purposes of the AIM Rules and no-one else in connection with the Placing and the transactions and arrangements described in this Announcement and will not be responsible to any other person (whether or not a recipient of this Announcement) as a client in relation to the Placing or the transactions and arrangements described in this Announcement. Panmure Gordon's responsibilities as the Company's nominated adviser under the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or to any Director or to any other person.

None of the information in this Announcement has been independently verified or approved by Panmure Gordon or any of its respective partners, directors, officers, employees, advisers, consultants or affiliates. Save for any responsibilities or liabilities, if any, imposed on Panmure Gordon by FSMA or by the regulatory regime established under it, no responsibility or liability whatsoever whether arising in tort, contract or otherwise, is accepted by Panmure Gordon or any of its partners, directors, officers, employees, advisers, consultants or affiliates whatsoever for the contents of the information contained in this Announcement (including, but not limited to, any errors, omissions or inaccuracies in the information or any opinions) or for any other statement made or purported to be made by or on behalf of Panmure Gordon or any of its partners, directors, officers, employees, advisers, consultants or affiliates in connection with the Company, the Placing Shares, the Placing and the Proposals or for any loss, cost or damage suffered or incurred howsoever arising, directly or indirectly, from any use of this Announcement or its contents or otherwise in connection with this Announcement or from any acts or omissions of the Company in relation to the Proposals.

This Announcement does not constitute a recommendation concerning any investor's options with respect to the Placing. This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. Any investment decision to subscribe for Placing Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by Panmure Gordon. 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. Recipients of this Announcement who are considering acquiring Placing Shares pursuant to the Placing are reminded that they should conduct their own investigation, evaluation and analysis of the business, data and property described in this Announcement.

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. The contents of this Announcement is not to be construed as legal, business, financial or tax advice. Each investor should consult with his or her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, business, financial or tax advice.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the AIM market of 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.

 

END

 

 

ROIUROORUBUOOAR