Loan Agreement & Suspension of Trading

26 March 2021

For immediate release

Immedia Group Plc

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

Loan Agreement with Sprift Technologies Ltd and suspension of trading

Proposed disposal of Immedia Broadcast Limited

Immedia (AIM: IME), a supplier of multi-media content and digital solutions for leading brands and global businesses, announces that the Company has entered into a secured loan agreement ("Loan Agreement") with Sprift Technologies Ltd ("Sprift"), a property data specialist, to lend it up to £900,000 in three equal instalments over the next three months. 

In addition, the Company announces that Immedia and Sprift have also recently entered into non-binding heads of agreement to work towards the possible acquisition of Sprift by the Company for a total consideration, to be satisfied by the issue of new Immedia ordinary shares, of £35 million.  Should such a transaction proceed on the currently envisaged terms, it would be classified as a reverse takeover in accordance with the AIM Rules for Companies ("RTO").  Accordingly, the Company's shares will be suspended from trading on AIM with effect from 7.30 a.m. today and will remain so until either the publication of an admission document setting out, inter alia, details of the proposed RTO or until confirmation is given that these discussions have ceased. 

The proposed RTO remains subject to contract and satisfactory completion of the necessary due diligence and, at this stage, there is no guarantee that the proposed RTO will complete.

Loan Agreement

Immedia has agreed to provide Sprift with a secured loan facility of £900,000 ("Loan") for working capital purposes.  Subject to certain conditions precedent, Immedia will make the Loan in three equal tranches, the first £300,000 now, the second on 23 April 2021 and the third tranche on 21 May 2021.  The Loan is interest free, unless either party withdraws from negotiations in relation to the proposed RTO, in which case the amount of the Loan outstanding at that time would become repayable in full in 12 months from the withdrawal from negotiations and attract interest at a rate of 15 per cent. per annum, which is payable monthly. The Loan is secured by a debenture containing fixed and floating charges over Sprift's business and assets granted by Sprift in favour of Immedia.

Information about Sprift

Sprift is an award-winning property data specialist committed to changing market behaviours through providing trusted UK property data to the industry. Sprift operates a monthly subscription model for its core property data dashboard and, to date, there are over 28 million properties stored on the Sprift platform. In addition, the company has produced nearly 1.3 million reports for clients and is responsible for driving a significant increase in business won for Sprift members.

Sprift was incorporated in August 2016 and, according to its latest unaudited results, in the year ended 31 January 2020 had a turnover of approximately £175,000 and generated a loss for the financial period of approximately £194,000. Sprift had net liabilities at 31 January 2020 of approximately £236,000.  The rest of 2020, despite Covid issues, was a year of significant revenue growth for Sprift with its product offering gaining traction with property professionals.  Sprift expects this growth to increase again in 2021 as its platform continues to add further users.

Immedia Broadcast Limited

In the challenging trading environment of the last few years due to Brexit and Covid, Immedia's core retail sector business, operated through Immedia Broadcast Limited, has been challenged beyond expectations and, despite an attempt to acquire an entity to scale the operation last year circumstances at the time denied this opportunity.  It is now our belief that Immedia would trade more efficiently as a private company and to this end we are exploring divestment options for this business. The proposed disposal would require shareholder approval under AIM Rule 15 and the Company will make further announcements as appropriate.

Tim Hipperson, Chairman of Immedia, said: "We are incredibly excited to be working with Sprift towards an RTO which we believe will be transformational for Immedia's shareholders.  Sprift is a dynamic property technology business that is rooted in big data and data science to deliver platform economics to real estate markets. Sprift is a young business in the sector, but is a leader in the next wave of property technology that we believe is capable of significant short and medium term growth across both the business and consumer marketplace."

Ash Sheikh, Chief Operating Officer of Sprift, said: 

"We are looking forward to working with the Immedia Board towards the completion of the RTO so that we can drive the business forward to the next stage of our growth.

Sprift has already built a strong user base and is gaining a reputation as being a trusted authority on UK property data. Our data comes from official and trusted sources from within both the public and private sectors; some examples being Ordnance Survey, Royal Mail, Google, Land Registry and Ofsted. In addition, we have spent years building our own proprietary data sets, some of which we even provide back to those official sources.

We are very proud to have developed a client base in the property sector, where we are trusted by The Guild, Andrews, LRG (Leaders Romans Group), Your Move, Reeds Rains, Ryder Dutton, Linley & Simpson and many more.

We feel that obtaining a quotation on the AIM market through this RTO will provide us with a springboard to accelerate our -growth trajectory, allowing us to capitalise on opportunities both in the UK and further afield."

Further announcements will be made as appropriate.

~ Ends ~

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, Weir, BMW, IKEA, and FIFA.  

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

About Sprift Technologies Ltd

Sprift Technologies Limited was established in 2016 and offers a comprehensive source of data on UK properties www.Sprift.com.

Through providing this data to all professionals in the home-buying supply chain, Sprift is enabling its core mission to better inform buyers and property professionals and ultimately, reduce the time it takes to complete a house sale and the number of home transactions that do not complete.

The Sprift dashboard contains instant, comprehensive data on any UK residential property. The data is made available to any property professional to share with their clients, either through an online dashboard or fully white-labelled vendor and buyer reports.

Sprift is currently rated in the Exceptional category for Supplier to the Industry in the Estate Agency industry's most coveted awards EA Masters and has recently won an award for Innovation and Marketing.