Placing and Subscription to raise £3 million

The information contained within this announcement is deemed by the Company to constitute inside information stipulated under the Market Abuse Regulation (EU) No. 596/2014.  Upon the publication of this announcement via the Regulatory Information Service, this inside information is now considered to be in the public domain.

8 January 2021

For immediate release

Immedia Group Plc

("Immedia" or "the Company" or "the Group")

Proposed Placing and Subscription to raise £3.0 million

Amendments to the Company's Articles of Association

Notice of General Meeting

Immedia (AIM: IME), a supplier of multi-media content and digital solutions for leading brands and global businesses, announces that it has conditionally raised gross proceeds of £3.0 million via the placing of 10,400,000 new Ordinary Shares at £0.25 per share (the "Placing Shares") and a Subscription for 1,600,000 new Ordinary Shares at £0.25 per share (the "Subscription Shares"). The Placing Shares and the Subscription Shares are offered with a 1 for 1 warrant (the "New Warrants").

The Placing and Subscription are conditional, inter alia, on the passing of the Resolutions by Shareholders at the General Meeting, details of which are set out below. If the Resolutions are passed, admission of the Placing Shares and Subscription Shares to trading on AIM is expected to occur on or about 8.00 a.m. on 2 February 2021. The New Warrants, which are exercisable at a price of 35 pence each for a period of 12 months from Admission, are not transferable and will not be admitted to trading on AIM or any other market.  Further details about the New Warrants are given below.

Shareholders' attention is drawn to the paragraph below entitled "General Meeting," which contains important information about the format of, and attendance at, the meeting.

In addition to the Placing and Subscription, the Company is proposing that certain amendments are made to the Company's Articles of Association.  The first is to amend the notice period for general meetings at which special resolutions are proposed from 21 clear days to 14 clear days, which is permitted by the Companies Act 2006 and which will give the Company the ability to act more quickly and flexibly if required.  This change, if approved, will not apply to the Company's annual general meeting, which will continue to require a 21 clear day notice period.

The other proposed amendments to the Articles are to (i) change the retirement provisions so that at each annual general meeting the entire Board will be required to put themselves forward for re-election, which is in line with recommended corporate governance procedures; and (ii) to increase the aggregate annual level of fees permitted to be paid to the Company's non-executive directors to £150,000.

Background to and reasons for the Placing and Subscription

In the circular to Shareholders published on 20 August 2020 the Company set out its rationale for raising additional working capital to secure the business in the context of the COVID-19 pandemic, which, as announced on 6 April and 18 June 2020, materially affected both the Group's retail and project customers.

The uncertainty of trading conditions caused by the pandemic remains.  However, since the pandemic began there has been a significant reduction in the operating costs of the business and we continue to maintain a prudent trading outlook for 2021, and Q1 in particular. 

Nevertheless, the Board is committed to its goal of delivering enhanced value to shareholders and, as set out below, considers it prudent once more to introduce new capital into the Company.

The Group's objective for 2021 is to deliver top line growth; the strategic plan for the year is centred upon organic growth through a) a systematic programme of cross-and upselling to the Group's existing blue chip client base and b) new business development across all existing product and service offerings to new clients. 

The Group will seek to expand through a targeted buy and build strategy focusing on compatible businesses in the content creation/distribution and data analytics spaces.  The funds raised through the Placing and Subscription will also enable the Group to progress any opportunities it sources much more rapidly.  The Board recognises that this search may uncover opportunities outside this relatively narrow initial focus and each will be assessed on its individual merits.  The uncertain economic times that we currently face require an open and flexible approach to delivering value growth and the Board will not limit its horizons unnecessarily.  There are currently no negotiations being undertaken with any other party.

The Directors are keenly aware of the changing dynamics of what has been the Company's historic focus, the UK retail market.  The Group is implementing a diversification strategy focused on the development of targeted platform opportunities appropriate to the Company's purpose - Audio Visual Communication for Brands.

The first of these platform plays has already been launched: Connected is an app-based tool designed to facilitate staff communication and engagement across businesses with widely dispersed workforces.  See https://avcimmedia.com/services/connected-app/ .

This fits the new working patterns brought about by the pandemic; the Company's aim in 2021 is to position itself in the vanguard of communication with remote workforces, whether via the Connected app or the Company's audio and visual offerings.

The Company's commitment to offering best in class product offerings and customer service will never change.  We will report to the market in a timely fashion on the new initiatives and opportunities as they materialise in 2021.

The Placing and Subscription

Under the Placing, 10,400,000 Placing Shares have been placed with investors at £0.25 per Placing Share.  Pursuant to the Subscription, Mark Horrocks (and his related family interests) have agreed to subscribe for 1,600,000 Subscription Shares at £0.25 per Subscription Share. The Issue Price represents a discount of approximately 18.03 per cent to the mid-market closing price of £0.305 per share on 7 January 2021, the latest practicable date prior to this announcement.

Application will be made to the London Stock Exchange for the Placing Shares and Subscription Shares to be admitted to trading on AIM, subject to approval of the Resolutions. It is expected that Admission will become effective and that dealings in the Placing Shares and Subscription Shares will commence on AIM at 8.00 a.m. on or around 2 February 2021.

Assuming no options are exercised prior to Admission and no other issues of Ordinary Shares take place, the Placing Shares and Subscription Shares will represent approximately 31.93 per cent of the ordinary share capital of the Company in issue immediately following Admission.

General

All Placing Shares and Subscription Shares will be issued credited as fully paid and will rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared on or after the date on which they are issued.

New Warrants

Subject to the passing of the Resolutions, the Company will execute the Warrant Instrument pursuant to which the New Warrants will be issued.  Pursuant to the terms of the Warrant Instrument, the Company will issue 12,000,000 New Warrants on a 1:1 basis to the Placees and Subscribers.

The New Warrants are exercisable at a price of 35 pence each for a period of 12 months from Admission, save that in the event that the Company publishes an Admission Document within 12 months from Admission in connection with a reverse takeover, the New Warrants will expire on the Business Day falling two Business Days prior to the date of the General Meeting at which the proposed reverse takeover is to be approved.

The New Warrants are not transferable and will not be subject to any application to be admitted to trading on AIM or any other market.  On an exercise of New Warrants, the Ordinary Shares to be issued will be subject to an application to be admitted to trading on AIM.

A holder of New Warrants will have certain customary rights and protections on a variation of capital undertaken by the Company.

Related Party Transactions

Mark Horrocks has agreed to subscribe for the 1,600,000 Subscription Shares. The Subscription, which is conditional on the passing of the Resolutions and Admission, constitutes a related party transaction under Rule 13 of the AIM Rules for Companies. In addition, the Company has entered into a fundraising agreement with Intrinsic Capital LLP, where Mark Horrocks is a Partner, to pay Intrinsic Capital LLP a commission of 5.0 per cent of the value of the funds raised under the Placing and Subscription.  The Independent Directors consider, having consulted with SPARK, the Company's Nominated Adviser, that the terms of Subscription and the fundraising agreement are fair and reasonable insofar as the Company's Shareholders are concerned.

Use of Proceeds

The Company is raising funds to provide capital to facilitate the growth of the Group through a selective acquisition strategy.  It is anticipated that the new cash and equity position of the Group may also facilitate high level M&A activity with other businesses if required.  Given the current situation surrounding the pandemic, a small proportion of the funds raised may also be used for general working capital.  However, as was stated in our unaudited interim results on 30 September 2020, the Company is now debt free, except for finance leases and a Government "bounce back" loan.

General Meeting

A notice convening the General Meeting to be held at the offices of Charles Russell Speechlys LLP, 5 Fleet Place, London EC4M 7RD, at 10.00 a.m. on 1 February 2021.

In light of the current restrictions on travel and meetings in person within the United Kingdom, the General Meeting will be held as a closed meeting pursuant to the provisions of the Corporate Governance and Insolvency Act 2020.   Whilst Shareholder participation at general meetings is important to the Company, the Board takes its responsibility to safeguard the health of its shareholders, stakeholders and employees very seriously and at this time it is not possible to hold the General Meeting as a physical meeting.

Shareholders wishing to vote on any of the resolutions are urged to do so by appointing a proxy (who must be the Chairman of the Meeting) to vote on your behalf. You can appoint a proxy by;

·      returning the completed form to Share Registrars Limited, The Courtyard, 17 West Street, Farnham, Surrey, GU9 7DR or by email to [email protected]; or

·      submitting (if you are a CREST member) a proxy appointment electronically, by using the CREST voting service

Voting on all resolutions will be done on a poll.

Proxy appointments, whether submitted electronically or by post, must be received by no later than 10.00 a.m. on 28 January 2021.

Board Recommendations

Mark Horrocks is subscribing in the Subscription so has not participated in the Board's consideration in relation to the Subscription and makes no recommendation in relation to the relevant resolutions. All the Directors unanimously recommend Shareholders to vote in favour of the resolutions not concerning the Subscription.

The Independent Directors consider that the Placing and Subscription will promote the success of the Company for the benefit of its members as a whole. Accordingly, the Independent Directors unanimously recommend Shareholders to vote in favour of all the Resolutions at the General Meeting, as Ross Penney intends to do in respect of his own beneficial holding of 443,388 Ordinary Shares representing approximately 1.73 per cent. of the Existing Ordinary Shares.

Circular

A circular, containing the notice of General Meeting will be posted to Shareholders today and will be made available on the Company's website (www.immediaplc.com). The Terms in this announcement have the same meaning as defined in the Circular.

About Immedia Group Plc

Immedia Group Plc is a multi-media content and digital solutions provider to global businesses delivering audio visual communication services for brands.

The business provides 'live' branded channels to retail locations across the UK and Europe. Immedia's interactive audio channels deliver targeted original content via its own DreamStream-X platform with encrypted Dreamstream technology deployed in each location. Each channel is supported with powerful data analytics tools that monitor audience activity and provide data to enable Immedia to further enhance audience engagement.  

In addition, Immedia creates original audio production and video content as well as 3D animation and the supply, installation and maintenance of audio visual equipment.

Immedia clients include Shell, Subway, BP, Nationwide Building Society, JD Sports, O2, BMW, IKEA, and FIFA.  

To read more about our business, visit www.immediaplc.com or email us on [email protected]