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.

This announcement contains inside information for the purposes of the UK VERSION OF Article 7 of Regulation (EU) No 596/2014 ("MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THE INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN FOR THE PURPOSES OF MAR

FOR IMMEDIATE RELEASE.

8 JUNE 2026

Audioboom Group PLC

LEI Number: 213800QO681575J97813

Trading Update and Conclusion of Strategic Review

Conclusion of the Strategic Review

On 3 October 2025, Audioboom Group PLC ("Audioboom or the "Company") announced that it had appointed J Goodwin & Co and Rockefeller Capital as Joint Financial Advisers (the "Advisers") to carry out a strategic review (the "Strategic Review") which would involve the consideration of, amongst other options, a sale of the Company.  As a consequence, the Company has been in an offer period (as defined in the City Code on Takeovers and Mergers (the "Takeover Code")) since 3 October 2025.

The objective of the Strategic Review was to maximise shareholder value and accelerate the Company's growth, capitalising on its position as one of the UK and US's leading podcast publishers.

Since February 2026, three interested parties who had been conducting due diligence have submitted non-binding indicative proposals to make a cash offer for the Company.  Following the Company's announcement of record trading results for the quarter ended 31 March 2026 on 16 April 2026, the Board now consider that the level of indicative offers received from these parties undervalue the Company and its prospects, given the accelerating performance of the Company during the current financial year. 

The Board has made this assessment notwithstanding the fact that all of the indicative offers were all at a premium to the closing price of 540 pence per share on 2 October 2025 (being the last day of trading immediately prior to the Company entering into an Offer Period).

Accordingly the Company has, as at the date of this announcement, now terminated discussions with all of the interested parties. 

As the Strategic Review has now concluded, the Company is no longer in an Offer Period as defined by the Takeover Code and the disclosure requirements pursuant to Rule 8 of the Takeover Code are no longer applicable from the time of this announcement.  The Company is not currently in receipt of any approaches or in discussions with any party in relation to a sale of the Company.

Trading Update - Outlook for the Half Year to 30 June 2026

On 16 April 2026, the Company announced its Q1 Trading Update for the three month period to 31 March 2026.

The Board is pleased to report that the strong start to 2026 shown in the Q1 Trading Update has continued into Q2 and that Audioboom expects to announce record results for the six month period to 30 June, with revenue increasing to a minimum of US$45.0 million (H1 2025: US$35.1m) and adjusted EBITDA profit increasing to a minimum of US$3.0 million (H1 2025: US$1.8m).

The Company will provide a more comprehensive update on trading when it announces its results for the six months to 30 June 2026, which it expects to do on or around 16 July 2026.

The person responsible for arranging for the release of this announcement on behalf of the Company is Brad Clarke, the Company's CFO.

Enquiries:

About Audioboom

Audioboom is a global leader in podcasting - our shows are downloaded 170 million times each month by more than 50 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.

Forward-looking statements

Certain statements contained in this announcement constitute "forward-looking statements" with respect to the financial condition, performance, strategic initiatives, objectives and business of the Company. All statements other than statements of historical facts included in this announcement are, or may be deemed to be, forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Due to such uncertainties and risks, you are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof (and are not guarantees of future performance). The Company and its advisors expressly disclaim any obligation or undertaking to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless required to do so by applicable law or regulation (including  the UK Listing Rules, MAR, the Disclosure Guidance and Transparency Rules, the rules of the relevant stock exchange or the FCA).

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).