Issue of equity and total voting rights

Electric Guitar PLC

14 October 2024

 

14 October 2024

Electric Guitar PLC

("Electric Guitar" or the "Company")

Issue of equity for conversion of loan facility

and

Total voting rights

Electric Guitar PLC (LSE: ELEG), the digital marketing and advertising company providing first-party data solutions, announces the issue to Sanderson Capital Partners Limited ("Sanderson") of 16,666,666 Ordinary Shares (the "New Shares") of £0.005 each in the Company (the "Ordinary Shares") at 0.9p per share. The New Shares will be issued pursuant to the conversion of £150,000 ("Conversion") drawn to date for working capital purposes from the Company's £600,000 loan facility with Sanderson (the "Facility").

The terms of the Facility provide that the conversion price per share should be equal to the volume weighted average price (VWAP) of an Ordinary Share for the previous five days, which was 0.818504p, making the issue price for the New Shares of 0.9p a premium of 10.0 per cent. to the 5-day VWAP.  Further, as the Company's share price has been below 0.9p for several months, despite the positive progress of the Company's business as highlighted by a number of recent announcements, the opportunity to convert £150,000 of debt obligations into permanent equity capital at a premium to the current share price, significantly strengthening the Company's balance sheet while leaving the balance of the Facility available as required, has persuaded the Board to waive an assurance from Sanderson (given before the Company's admission to AIM on 3 May 2024) that it would not seek conversions under the Facility at less than the 2.1p price per share of the fundraising at that time. The Board therefore considers it in the best interests of the Company to agree to the Conversion at 0.9p, being a significant premium to the current share price. Contractual notice periods for drawdown and conversion have also been waived.

As Sanderson is a related party (as defined in the AIM Rules for Companies (the "AIM Rules")), due to its 19.32 per cent. shareholding in the Company, the variation of the terms of the Facility for the Conversion constitutes a related party transaction under Rule 13 of the AIM Rules. The directors of the Company (who are all independent for this purpose) consider, having consulted with the Company's nominated adviser, Allenby Capital Limited, that the terms of the transaction are fair and reasonable insofar as the Company's shareholders are concerned.

Application has been made for the admission of the 16,666,666 New Shares to trading on AIM, and dealings are expected to become effective on or around 16 October 2024 ("Admission"). The New Shares will rank pari passu with the Company's existing Ordinary Shares.

Following Admission, Sanderson will be interested in 63,657,137 Ordinary Shares which represents 24.49 per cent. of the issued share capital of the Company (as enlarged by the New Shares). Sanderson is controlled by Tanvir Malik who holds 13,812,782.00 Ordinary Shares in the Company, representing 5.31 per cent. of the issued share capital (as enlarged by the New Shares).

Total voting rights

On Admission, the Company will have 259,923,518 Ordinary Shares in issue with each Ordinary Share carrying the right to one vote. There are no Ordinary Shares currently held in treasury. The total number of voting rights in the Company is therefore 259,923,518 and this figure 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 Company under the FCA's Disclosure Guidance and Transparency Rules.

For further information:

Electric Guitar PLC John Regan (CEO) [phone] Allenby Capital (Nominated Adviser and Joint Broker) Jeremy Porter Piers Shimwell Dan Dearden-Williams 020 3328 5656 Axis Capital Markets (Joint Broker) Richard Hutchison 020 3026 0320 Global Investment Strategy UK (Joint Broker) James Sheehan 020 7048 9400 Yellow Jersey (Financial PR) Charles Goodwin Annabelle Wills Bessie Elliot 020 3004 9512 [e-mail]

Notes to Editors

Electric Guitar PLC (AIM: ELEG) is the provider of first-party data solutions for the marketing and advertising industry, empowering businesses to realise the value of their first-party data. In an era of changing consumer attitudes towards the use of their data, tighter privacy legislation, and the demise of third-party cookies, first-party data is now the key to success in digital marketing. Electric Guitar's strategy is to acquire and scale businesses that help marketers maximise the value of first-party data by curating, managing, and deploying it, and in doing so making Electric Guitar the industry standard for first-party data solutions. As the first part of this strategy, Electric Guitar acquired 3radical Limited, a company that utilises its Software as a Service platform, 3radical Voco, to enable organisations to engage individuals and request their data directly using interactive digital experiences. It has since entered into collaborations with several other businesses operating in the field, as well as a joint venture with Exelia Technologies Limited called Marcomms.ai for producing AI-driven products and services for the digital marketing and advertising industry.

For further information please visit www.electricguitarplc.com.

 

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