Result of General Meeting

RNS Number : 3587W

Zinc Media Group PLC

13 November 2017

 

13 November 2017

Zinc Media Group plc

("Zinc Media" or the "Company")

Acquisition of Tern Television Limited

Result of General Meeting

The Board of Zinc Media Group plc, (AIM: ZIN), the TV and multimedia content producer, is pleased to announce that, further to its announcement on 25 October 2017, all resolutions proposed were duly passed at the General Meeting held by the Company earlier today.

The same definitions apply throughout this announcement as are applied in the Circular, published on 25 October 2017, copies of which are available on the Company's website, www.zincmedia.com.

The Company has agreed to acquire Tern Television Productions Limited ("Tern Television"), an independent TV production company specialising in factual production, for a total consideration of up to £5.45 million, comprising an initial consideration of £2.35 million in cash (which comprises £1.25 million plus £1.1 million for the surplus cash remaining in Tern) and £0.75 million satisfied by the issue of the Consideration Shares and earnout consideration of up to £2.35 million.  

As previously announced, the Company has raised gross proceeds of £3.5 million (before expenses) by the issue of 389,603,280 new Ordinary Shares (Placing Shares) at 0.9 pence per share with certain of the Company's shareholders and new investors. The net proceeds of the Placing will be used by the Company principally to finance the initial cash consideration in respect of the Acquisition for Tern Television, together with associated transaction costs and to provide additional growth capital for the enlarged business.

The Consideration Shares are to be issued at the average of the Closing Price over the five dealing days prior to the date of the General Meeting, which has been determined to be 0.8 pence per Consideration Share. Therefore 93,750,000 New Ordinary Shares will be issued in respect of the £0.75 million of initial consideration to be satisfied in shares.

Accordingly, Herald and the John Booth Parties have converted £1,974,743.12 of Preference Shares and £303,374 of accrued dividends into 253,124,190 Conversion Shares. Following this conversion and Admission, Herald will hold 458,016,553 Ordinary Shares (comprising Herald's existing holding and the Conversion Shares) representing 33.69 per cent. of the Enlarged Share Capital and the John Booth Parties will hold 65,243,192 Ordinary Shares (comprising the John Booth Parties' existing holding, the Placing Shares to be issued in respect of its participation in the Placing and the Conversion Shares) representing 4.80 per cent. of the Enlarged Share Capital.

The Acquisition is expected to complete with effect from Admission on 14 November 2017.

Finally, the Company has also agreed to issue 3,333,333 new Ordinary Shares at a price of 0.9 pence per Ordinary Share (being the Placing Price) in lieu of certain adviser fees.

Peter Bertram, Chairman, said:

"This is an important acquisition for our business and one that will provide us with a strong position and platform on which we can build, as we continue to expand in the industry. We would like to welcome our new shareholders and thank our existing investors for their continued support. We are extremely pleased that they share our view and recognise the benefits that this acquisition will bring, both financially and strategically. 

"Our focus now lies on integrating Tern Television into the enlarged business and maximising opportunities for expansion into new markets, establishing further strategic partnerships with domestic and international broadcasters and commissioners, whilst delivering value to shareholders."

Director Participation

Peter Bertram, David Galan and Nicholas Taylor; Chairman, Chief Operating and Financial Officer and Non-Executive Director of the Company, respectively, have each participated in the Placing. Their respective participations and resultant shareholdings following Admission are set out below.

	Placing participation (shares)	Resultant holding of Ordinary Shares	Percentage holding of Enlarged Share Capital
Peter Bertram	5,555,560	8,336,810	0.61
David Galan	2,777,780	4,652,547	0.34
Nicholas Taylor	2,777,780	2,777,780	0.20

Admission and Total Voting Rights

Application has been made to the London Stock Exchange for the 739,810,803 New Ordinary Shares to be admitted to trading on AIM. Admission is expected to take place at 8.00 a.m. on 14 November 2017.

Following Admission, the issued share capital of the Company will consist of 1,359,586,281 Ordinary Shares, with one voting right each. The Company does not hold any shares in treasury.

The above figure may be used by shareholders in the Company 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 share capital of the Company under the FCA's Disclosure and Transparency Rules.

Enquiries:

Zinc Media Group plc	[phone]
Peter Bertram, Chairman
David Galan, Chief Operating and Financial Officer
www.zincmedia.com
N+1 Singer (NOMAD and Broker to Zinc Media Group plc)	[phone]
Shaun Dobson / Lauren Kettle (Corporate Finance) Michael Taylor (Corporate Broking)
Peterhouse Corporate Finance Limited (Joint Broker)	[phone]
Martin Lampshire / Duncan Vasey / Eran Zucker
Yellow Jersey	[phone]
Georgia Colkin / Katie Bairsto

Notes to Editors

Zinc Media Group plc

Zinc Media Group plc is a leading British based TV and multimedia content producer, specialising in factual production, and operates three divisions: television production, digital communications and publishing. The Group is currently engaged in progressing its 'buy and build' consolidation strategy within the fragmented UK independent TV production industry.

The core television production division comprises four award winning and critically acclaimed television production companies: Blakeway, Brook Lapping, Films of Record and Reef Television, whose brands produce television and radio programmes for both UK and international broadcasters. Recent recognition for the Company includes 2017 BAFTA nominations for 'Inside Obama's White House' and 'Born to Vlog', in addition to five awards at the EVCOM Screen Awards for short form film.

The communications division specialises in creating communications strategies and behaviour change programmes, campaigns and resources for corporates, charities and government departments. This division runs a contract for Transport for London.

The publishing division publishes homeowner-planning guidelines for local authorities across the UK and sells trader advertising in those guidelines.

For further information on Zinc Media please visit: http://www.zincmedia.com/

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Peter Bertram
2	Reason for the notification
a)	Position/status	Chairman
b)	Initial notification /Amendment	Initial
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Zinc Media Group plc
b)	LEI	21380038V6N4I4P38D74
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary shares of 0.00025 pence each GB00BX7RGN99
b)	Nature of the transaction	Participation in a placing
c)	Price(s) and volume(s)	Price	Volume
		0.9 pence	5,555,560
d)	Aggregated information - Aggregated volume - Price	N/A N/A
e)	Date of the transaction	14 November 2017
f)	Place of the transaction	Off-market transaction

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	David Galan
2	Reason for the notification
a)	Position/status	Chief Operating and Financial Officer
b)	Initial notification /Amendment	Initial
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Zinc Media Group plc
b)	LEI	21380038V6N4I4P38D74
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary shares of 0.00025 pence each GB00BX7RGN99
b)	Nature of the transaction	Participation in a placing
c)	Price(s) and volume(s)	Price	Volume
		0.9 pence	2,777,780
d)	Aggregated information - Aggregated volume - Price	N/A N/A
e)	Date of the transaction	14 November 2017
f)	Place of the transaction	Off-market transaction

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Nicholas Taylor
2	Reason for the notification
a)	Position/status	Non-Executive Director
b)	Initial notification /Amendment	Initial
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Zinc Media Group plc
b)	LEI	21380038V6N4I4P38D74
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary shares of 0.00025 pence each GB00BX7RGN99
b)	Nature of the transaction	Participation in a placing
c)	Price(s) and volume(s)	Price	Volume
		0.9 pence	2,777,780
d)	Aggregated information - Aggregated volume - Price	N/A N/A
e)	Date of the transaction	14 November 2017
f)	Place of the transaction	Off-market transaction

 

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