Schedule One - Electric Guitar plc

AIM

16 April 2024

 

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

Electric Guitar PLC ("Electric Guitar" or the "Company")

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES):

Registered office: One Bartholomew Close London EC1A 7BL Trading address from admission: Desklodge House Redcliffe Way Bristol BS1 6NL

COUNTRY OF INCORPORATION:

England & Wales

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

https://www.electricguitarplc.com/

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY).  IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

The Company's strategy, as outlined at the time of its admission to the standard segment of the Official List in 2022, is to seek acquisitions in the digital media sector and to act as a consolidator and operator in the digital marketing and advertising market, focused principally on first party data solutions. Concurrent with its admission to trading on AIM, Electric Guitar is proposing to acquire the entire issued share capital of 3radical Limited ("3radical") for a consideration of approximately £1.3 million (the "Acquisition"), payable by the issue of new ordinary shares in Electric Guitar. The Acquisition constitutes a reverse takeover under the Listing Rules and therefore shareholder approval for the Acquisition is being sought at a general meeting of Electric Guitar to be convened for 1 May 2024. Led by an experienced team of marketing technology professionals, 3radical has created and proven a Software as a Service platform, 3radical Voco, which enables organisations to engage individuals and request their data directly using progressive and interactive digital experiences, at scale. This data can be critical for marketing and for providing a compelling customer experience, optimising communications, designing products and services and, ultimately, driving revenues. The 3radical Voco platform is already deployed by major brands across the UK, US and Asia-Pacific and is well positioned to capitalise on the shift driven by data legislation, consumer sentiment and technology changes which means brands need to acquire data themselves, rather than purchase it from third parties. The Company's strategy will continue to be to capitalise on structural disruption in the marketing industry. The Company will invest in becoming a leading provider of first party data solutions for the marketing and advertising industry, aiming to make it the provider of choice, both for marketers seeking solutions to gain first party data and then realise the value of it, and for technology developers looking to secure and enhance the future of their businesses. The Company will continue to seek acquisitions that offer not only complementary technologies to those provided by 3radical, but also access to additional clients, geographical markets and verticals.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

223,833,289 ordinary shares of £0.005 each ("Ordinary Shares") at an issue price of 2.10 pence. No Ordinary Shares will be held in treasury and there are no restrictions on the transfer of the Ordinary Shares.

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Capital to be raised on admission: approximately £2.2 million via a placing and subscription for new Ordinary Shares (c.£1.32 million) and the conversion of fees and certain liabilities into new Ordinary Shares (c.£0.88 million). Anticipated market capitalisation on admission: approximately £4.7 million.

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

50.83 per cent.

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

None

THE COMPANY HAS APPLIED FOR THE VOLUNTARY CARBON MARKET DESIGNATION (Y/N)

No

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

John Christopher Hutchinson - Non-Executive Chairman John Patrick Regan - Chief Executive Officer Richard Jonathan Horwood - Chief Operating Officer David Justin Eldridge - Non-Executive Director Grahame David Cook - Independent Non-Executive Director Caroline Buchanon Worboys - Independent Non-Executive Director

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

Name Before admission After admission Sanderson Capital Partners 18.33% 20.99% John Regan 7.03% 4.03% John Hutchinson 4.10% 2.50% Stephen Kent 4.10% 1.14% Jason David Batten 4.10% 1.13% Brian Arthur Basham 4.10% 1.06% Luke McKeever 4.10% 1.06% David Clive Newton 0% 5.12% Tanvier Malik 0% 3.72% Clive Roberts 0% 3.19%

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

N/A

(i)         ANTICIPATED ACCOUNTING REFERENCE DATE (ii)        DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information) (iii)       DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

i)          31 March ii)         30 September 2023 (unaudited interim financial information) iii)         30 September 2024 (annual report for the year ending 31 March 2024) 31 December 2024 (half-yearly report for the six months ending 30 September 2024) 30 September 2025 (annual report for the year ending 31 March 2025)

EXPECTED ADMISSION DATE:

3 May 2024

NAME AND ADDRESS OF NOMINATED ADVISER:

Allenby Capital Limited 5 St Helen's Place London EC3A 6AB

NAME AND ADDRESS OF BROKER:

Allenby Capital Limited 5 St Helen's Place London EC3A 6AB Axis Capital Markets Limited Princes Court 7 Princes Street London EC2R 8AQ

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

A copy of the AIM admission document containing full details about the applicant and the admission of its securities will be available on the Company's website at https://www.electricguitarplc.com/ .

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

QCA Corporate Governance Code

DATE OF NOTIFICATION:

16 April 2024

NEW/ UPDATE:

New

 

END