Results of General Meeting & Open Offer

RNS Number : 5443U

XLMedia PLC

06 April 2021

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA), CANADA, AUSTRALIA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT (THE "ANNOUNCEMENT") IS DEEMED BY THE GROUP TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014, AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018. UPON PUBLICATION OF THIS ANNOUNCEMENT, THIS INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

6 April 2021

XLMedia PLC

("XLMedia" or the "Group" or the "Company")

Results of General Meeting & Open Offer

Total Voting Rights

XLMedia (AIM: XLM), a leading global digital performance publisher , is pleased to announce that at the General Meeting held earlier today, all Resolutions proposed were duly passed by Shareholders.

Furthermore, the Open Offer closed for acceptances at 11.00 a.m. on 1 April 2021 with final valid applications from Qualifying Shareholders received in respect of 34,244,714 Open Offer Shares. Accordingly, the excess Open Offer applications have been scaled back to the allocation of 7,503,200 Open Offer Shares.

Accordingly, the Company will raise a total of approximately £27.0 million (before expenses) through the Placing, Subscription and Open Offer and has thus issued and allotted 67,503,200 New Shares as part of the Placing, Subscription and Open Offer. An application has been made for the 48,790,334 Second Placing Shares, Second Subscription Shares and Open Offer Shares to be admitted to trading on AIM, which is expected to take place at 8.00 a.m. on 7 April 2021.

Following Second Admission, the Company's issued share capital will comprise 262,586,405 ordinary shares, of which none are held in treasury. The above figure of 262,586,405 may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the voting rights of the Company under the FCA's Disclosure Guidance and Transparency Rules.

Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as defined in the circular sent to shareholders of the Company on 19 March 2021.

Details of the proxy votes received on each resolution by XLMedia's Registrar are set out below:

Resolution		For & Discretionary		Against		Withheld	Total votes cast
		Number of votes	%	Number of votes	%	Number of votes
1	Ordinary resolution to authorise the directors to allot shares	70,174,727	95.88%	3,015,466	4.12%	18,025	73,190,193
2	Special resolution to authorise the directors to disapply pre-emption rights	69,815,866	95.38%	3,374,327	4.62%	18,025	73,190,193
3	Special resolution to authorise the directors to disapply pre-emption rights	70,037,235	95.69%	3,152,958	4.31%	18,025	73,190,193

For further information, please contact:

XLMedia plc Stuart Simms, Chief Executive Officer Iain Balchin, Chief Financial Officer Kieran McKinney, Investor Relations www.xlmedia.com	[e-mail]
Vigo Communications Jeremy Garcia www.vigocomms.com	Tel: [phone]
Cenkos Securities plc (Nomad and Joint Broker) Giles Balleny / Max Gould www.cenkos.com	Tel: [phone]
Berenberg (Joint Broker) Mark Whitmore / James White / Tejas Padalkar www.berenberg.com	Tel: [phone]

Notes:

XLMedia is a leading global digital performance publisher. Operating globally across a variety of verticals including online gambling, personal finance and sports, the Group has established proprietary tools and methodologies to identify and target high value consumers on behalf of its customers, brands and operators.

XLMedia has a clear strategic objective through the:

· Management of a balanced portfolio of online assets covering a range of attractive geographie s and verticals

· Concentration on a much smaller number of publishing assets that are content-rich, engaging and underpinned by intelligent technology, which seek to build stronger lasting relationships with consumers and enhance monetisation opportunities

IMPORTANT NOTICES

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.

 

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