Schedule One, Dianomi plc | RNS | Ticker

Schedule One, Dianomi plc

RNS Announcement

RNS Number : 7733X

AIM

06 May 2021

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

Dianomi plc ("Dianomi", the "Company" or the "Group")

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

Registered office:

6th Floor,
60 Gracechurch Street,
London, EC3V 0HR
United Kingdom

Principal trading address:

84 Eccleston Square,
London,
SW1V 1PX
United Kingdom

COUNTRY OF INCORPORATION:

England and Wales

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

www.dianomi.com

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

Dianomi is a leading provider of native digital advertising services to premium clients in the Financial Services and Business sectors. The Group operates from its offices in the UK, North America and Australia. A significant proportion of the Group's revenue is generated in the US.

The Group enables premium brands to deliver native advertisements to a targeted audience across the desktop and mobile websites and Apps of premium publishers.

Dianomi's solutions are enabled by its technology platform and in particular its proprietary ad platform, scalable cloud technology and high availability system architecture.

Dianomi primarily offers contextual advertising which does not rely on third party data or cookies to target audiences. Dianomi's proprietary ad algorithm places adverts on website pages depending on the native content and the previous success of adverts to maximise audience engagement, clicks and revenue.

Incorporated in 2002, Dianomi has demonstrated a strong track record of growth and now works with over 400 advertisers, including many blue chip names.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

Number of ordinary shares of 0.2 pence each in nominal value ("Ordinary Shares") for which Admission will be sought: TBC.

Issue price per Ordinary Share: TBC.

There are no restrictions as to transfer of Ordinary Shares.

No Ordinary Shares will be held in treasury on Admission to AIM.

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Primary capital to be raised on admission: £TBC million.

Secondary Placing: £TBC million

Anticipated Market Capitalisation on admission: TBC.

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

TBC

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

N/A

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Directors

Michael Joseph Kelly Jr, Independent Non-Executive Chairman

Rupert Edward Hodson, Chief Executive Officer

Raphael Peter Georg Queisser, Chief Operating Officer

Robert Cabell de Marcellus, Chief Technology Officer

Charlotte Alexandra Stranner, Chief Financial Officer

Matthew Singh, Non-Executive Director

Proposed Director

Laura Mary Shesgreen, Independent Non-Executive Director

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

	% of ISC pre-Admission¹	% of ISC post-Admission
Business Growth Fund Ltd (and its associated companies)	c. 31%	TBC
Rupert Hodson²	c. 15%	TBC
Robert Cabell De Marcellus	c. 15%	TBC
Raphael Queisser³	c. 20%	TBC
Steinbeck Holding AG	c. 4%	TBC

¹ % of ISC pre-Admission is approximate and will be adjusted according to a pre-Admission share re-organisation, which is subject to the Placing Price and assumes all existing option holders exercise their options prior to Admission

² Includes shares held by Philippa Hodson, Rupert Hodson's wife

³ Includes shares held by Raphael Queisser connected parties

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

None

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

i) 31 December

ii) 31 December 2020

iii) 30 September 2021 (unaudited interim financial information for six months ending 30 June 2021)

30 June 2022 (audited financial information for the year ended 31 December 2021)

30 September 2022 (unaudited interim financial information for six months ending 30 June 2022)

EXPECTED ADMISSION DATE:

Late May 2021

NAME AND ADDRESS OF NOMINATED ADVISER:

Panmure Gordon (UK) Ltd

One New Change

London

EC4M 9AF

United Kingdom

NAME AND ADDRESS OF BROKER:

Panmure Gordon (UK) Ltd

One New Change

London

EC4M 9AF

United Kingdom

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

The admission document will contain full details about the applicant and the admission of its securities.

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

The Quoted Companies Alliance Corporate Governance Code

DATE OF NOTIFICATION:

6 May 2021

NEW/ UPDATE:

NEW

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RNS metadata

Title: Schedule One, Dianomi plc
Time: 11:00:02
Date: 6 May 2021
Category: Capital structure
ID: 7733X