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, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

FOR IMMEDIATE RELEASE.

3 NOVEMBER 2025

Audioboom Group PLC

LEI Number: 213800QO681575J97813

Update on Strategic Review

Background to the Strategic Review

On 3 October 2025 and in response to media speculation, the Board of Audioboom Group PLC ("Audioboom" or the "Company") announced that it was undertaking a strategic review which may include, as a possible outcome, a sale of the Company (the "Strategic Review"). 

The Company has appointed J Goodwin & Co LLP and Rockefeller Capital Management LLC as its financial advisers (together, the "Advisers") to conduct the Strategic Review and engage with industry peers and media companies to explore commercial and strategic partnerships which will maximise shareholder value.  The objective of the Strategic Review is to accelerate Audioboom's growth by building on its proven, scaleable and profitable business model and to capitalise on its position as global leader in podcasting.

Possible outcomes of the Strategic Review may include new investment to fund further acquisitions, a substantial acquisition or reverse takeover, a sale of either the Company's US or UK businesses or a sale of the entire issued and to be issued share capital by way of an offer under the City Code on Takeovers and Mergers (the "Code").

Following the announcement of the Strategic Review, a number of interested parties have been in contact with the Company and, accordingly, the Advisers are now engaged in preliminary discussions with them.  All such discussions are at an early stage and the Company is inviting proposals to be made to the Company's Board, including from possible offerors, over the next few weeks.

Takeover Panel Dispensations

The Takeover Panel Executive has granted a dispensation from the requirement of Rule 2.4(b) of the Code such that Audioboom is not required to identify any potential offeror with which the Company is in talks, or from which an approach has been received, unless that potential offeror has been specifically identified in any rumour or speculation.

The Company entered into an "offer period" (as defined in the Code) on 3 October 2025. 

Further announcements will be made in respect of the Strategic Review in due course.

Enquiries:

About Audioboom

Audioboom is a global leader in podcasting - our shows are downloaded 135 million times each month by more than 40 million unique listeners around the world. Audioboom is ranked as the fifth largest podcast publisher in the US by Edison Research.

Audioboom's ad-tech and monetisation platform underpins a scalable content business that provides commercial, distribution, marketing and production services for a premium network of top tier podcasts. Key partners include the official Formula 1 podcasts 'F1: Beyond the Grid' and 'F1 Nation', 'True Crime Obsessed' (US), 'The Tim Dillon Show' (US), 'No Such Thing As A Fish' (UK) and 'The Cycling Podcast' (UK).

Audioboom operates internationally, with global partnerships across North America, Europe, Asia and Australia. The platform distributes content via Apple Podcasts, YouTube, Spotify, Pandora, Amazon Music, Google Podcasts, iHeartRadio, Facebook and Twitter as well as a partner's own websites and mobile apps. 

For more information, visit www.audioboom.com.

Further information

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to this announcement or otherwise. Any offer, if made, will be made solely by certain offer documentation which will contain the full terms and conditions of any offer, including details of how it may be accepted.

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom and the availability of any offer to shareholders of the Company who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore, any person who is subject to the laws of any jurisdiction other than the United Kingdom or any shareholder of the Company who is not resident in the United Kingdom will need to inform themselves about, and observe, any applicable requirements. Any failure to comply with such requirements may constitute a violation of the securities laws or regulations of the relevant jurisdictions.

J Goodwin & Co LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Audioboom and no-one else in connection with the Strategic Review and will not be responsible to anyone other than Audioboom for providing the protections afforded to clients of J Goodwin & Co LLP or for providing advice in relation to the Strategic Review or any other matter referred to in this announcement.

This announcement was prepared for information purposes only and does not constitute an offer to sell or a solicitation of an offer to buy interests in any Rockefeller Capital Management investment vehicle or product. Before acting on any information, interested parties should inform themselves of and observe all applicable laws and regulations of any relevant jurisdictions. Rockefeller Capital Management and its affiliates do not accept any responsibility and cannot be held liable for any person's use of or reliance on the information contained herein. Any party responsible for forwarding this material to others takes responsibility for ensuring compliance with applicable securities laws.

Rockefeller Capital Management is the marketing name of Rockefeller Capital Management L.P. and its affiliates. Rockefeller Financial LLC (RFLLC) is a broker-dealer and investment adviser dually registered with the U.S. Securities and Exchange Commission (SEC); Member Financial Industry Regulatory Authority (FINRA), Securities Investor Protection Corporation (SIPC). These registrations and memberships in no way imply that the SEC has endorsed the entities, products or services discussed herein. Additional information is available upon request

RFLLC does not actively market its products or services to clients or potential clients in the United Kingdom (UK) or European Union (EU).

Website publication

In accordance with Rule 26.1 of the Code, a copy of this announcement will be published, subject to certain restrictions relating to persons resident in restricted jurisdictions, on Audioboom's website at www.audioboomplc.com promptly and by no later than 12 noon (London time) on the business day following the date of this announcement. The content of this website is not incorporated into, and does not form part of, this announcement.