Placing and proposed admission to trading on AQSE

THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE OR ANY SOLICITATION OF ANY OFFER TO PURCHASE OR SUBSCRIBE FOR ANY SECURITIES IN ANY JURISDICTION, NOR SHALL IT (OR ANY PART OF IT), OR THE FACT OF ITS DISTRIBUTION, FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, OR ACT AS ANY INDUCEMENT TO ENTER INTO, ANY CONTRACT OR COMMITMENT WHATSOEVER RELATING TO ANY SECURITIES.

RECIPIENTS OF THIS ANNOUNCEMENT WHO INTEND TO PURCHASE OR SUBSCRIBE FOR SHARES IN THE COMPANY FOLLOWING PUBLICATION OF THE FINAL DOCUMENT WHICH WILL BE PREPARED IN ACCORDANCE WITH THE AQSE RULES AND PROSPECTUS REGULATION (THE UK  GROWTH PROSPECTUS) ARE REMINDED THAT ANY SUCH PURCHASE OR SUBSCRIPTION MUST ONLY BE MADE SOLELY ON THE BASIS OF THE INFORMATION CONTAINED IN THE FINAL UK GROWTH PROSPECTUS RELATING TO THE COMPANY.

THIS ANNOUNCEMENT DOES NOT CONTAIN, CONSTITUTE OR FORM PART OF AN OFFER FOR SALE OR THE SOLICITATION OF AN OFFER TO PURCHASE SECURITIES IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION UNDER THE SECURITIES ACT OR AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THERE WILL BE NO PUBLIC OFFER OF SECURITIES IN THE UNITED STATES.

THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION IN, INTO OR FROM THE UNITED STATES, CANADA, THE REPUBLIC OF SOUTH AFRICA, AUSTRALIA, NEW ZEALAND OR JAPAN. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF UNITED STATES, CANADIAN, SOUTH AFRICAN, AUSTRALIAN, NEW ZEALAND OR JAPANESE SECURITIES LAWS.

14 December 2021

All Things Considered Group plc

("ATC", the "Company" or the "Group")

Placing, publication of prospectus and proposed admission to trading on Aquis Stock Exchange (AQSE)

ATC Group, a prominent independent UK music company with a strong business focus in the key commercial areas of the music industry, is pleased to announce that it has sought admission of its entire issued ordinary share capital to trading on the Apex Segment of the Aquis Stock Exchange Growth Market (AQSE) ("Admission"), following a placing raising £4.15 million of new capital.

The Group is issuing 2,712,420 new Ordinary Shares (the "Fundraise Shares", comprising 2,467,352 placing shares and 245,068 subscription shares) at a price of 153 pence per share (the "Fundraising Price"). The Fundraise will raise a total of £4.15 million (before expenses). On Admission, the Company will have 9,584,020 Ordinary Shares in issue.

The market capitalisation of the Company at the Fundraising Price will be approximately £14.66 million immediately following Admission. Admission and commencement of dealings on AQSE are expected to take place at 8:00 a.m. on 21 December 2021, under the ticker ATC.

The Group's UK Growth Prospectus (the "Prospectus") has been approved by the Financial Conduct Authority ("FCA") and is being published by the Company today. The Prospectus will shortly be available on the Company's website at www.ATCgroupplc.com. The Prospectus has also been submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Overview of ATC Group

ATC encompasses live rights, live agency, production, artist management and investment, and a range of music artist services. The Group currently has five key divisions and the Directors are developing the Group's model to provide a fully integrated service empowering creators and artists to build optimum commercial structures to generate increased revenues and profits.

The global music industry is a multi-billion dollar growth market. According to IFPI* the global recorded music market grew by 7.4% in 2020, its sixth consecutive year of growth. In the live sector, Statista has forecast a market size of US$29.31 billion in 2022.

Further, in the Directors' opinion, the music industry remains fragmented in the mid-market sector and, combined with the disruption caused by the COVID-19 pandemic, this results in a significant opportunity for companies such as ATC with integrated and resilient business models to capitalise on a number of structural growth areas by way of organic and acquisitional expansion.

The Group is headquartered in London, with offices in Los Angeles and Copenhagen and is led by an experienced management team who have operated across multiple music industry sectors.

*The organisation that represents the recorded music industry worldwide

Key Highlights

·    The Directors believe ATC is the only independently owned company in the industry housing talent management, live booking, livestreaming and talent services within the same group.

·    ATC UK has an established, long-standing client base with over 50 artists on its management roster and over 400 acts on the live roster. ATC UK and ATC Management clients received 10 Grammy nominations in 2020 (and totalling 20 nominations for the wider Group clients).

·    The Directors believe that the Group's offering, with deep integration across artists' business interests, is supported by the following key strengths:

o  Strong and experienced Board and management team, aligned with shareholders

o  Long-standing industry connections and networks

o  Broad portfolio of clients and longevity of relationships 

o  Attractive mix of products, solutions and ethos

o  Commitment to innovation instilled through a creative leadership team

o  Attractively positioned in a fragmented and disrupted market

·    The Group established the livestreaming business Driift as a response to the COVID-19 pandemic, with over 500,000 tickets sold since June 2020 in over 170 countries across 29 shows, generating gross ticket revenues approaching $10 million. In August 2021, Driift raised £2m of new investment from Deezer S.A.

o  This new income opportunity in streaming live music will, in the Directors' opinion, be a permanent feature of the music industry in the post-pandemic period and will continue to see sustained growth

·    The Group generated an increase of 127% in consolidated revenues for the year ended 31 December 2020 to £7.5 million

·    The Placing and Admission will provide additional funds and presence to enable the Directors to seek to take greater advantage of the market dynamics across each of the Group's divisions

Adam Driscoll, CEO of ATC Group, commented: "I am delighted that new investors have bought into our vision, appreciating the scale of the opportunity out there for a holistic artist-focused music Group in a rapidly evolving industry. The Board and I look forward to welcoming our new institutional and individual shareholders to the Group.

We have built a strong position in our industry, representing artists such as Nick Cave and the Bad Seeds, The Smile, PJ Harvey, Faithless and Johnny Marr as well as organising the live performances of over 400 artists. Our livestreaming business, Driift, was established in response to the Covid pandemic and has since developed a reputation as one of the leading providers of premium content in the livestreaming market, producing successful events for the likes of Kylie, Bocelli, Dermot Kennedy and Niall Horan.

The strength of our model, where we combine a number of music industry verticals under one roof, enables ATC to be more invested in and integrated with an artist's overall business. This move onto the public markets will enhance our profile and strengthen our position in negotiating and executing on agreements with partners, suppliers and clients. In addition, this IPO provides us with additional resources as well as greater flexibility and capacity to build a significant business through organic growth and acquisition."

For more information, please contact:

The Company's ISIN is  GB00BM9CMX71 and its SEDOL is BM9CMX7.

Overview of the Group's Operations

-     ATC Management (www.atcmanagement.com) - Operating out of both the Group's European and USA offices this division provides a full range of management services, consciously seeking to develop an entrepreneurial, collaborative and artist-centric culture. ATC Management is ranked 7^th globally by Rostr for artist management services, representing a broad roster of 57 artists, including Nick Cave and the Bad Seeds, The Smile, PJ Harvey, Damien Rice, Faithless and Johnny Marr through to Sleaford Mods, Santigold, Cuco and younger developing artists such as Alma, Biig Piig and Gabriel Garzon-Montano.

-     ATC Live (www.atc-live.com) - ATC Live is one of the world's leading independent live agencies, representing  over 400 artists and is currently ranked 9^th overall globally by Rostr as a live event booking agency. ATC Live aims to guide the careers of its artists with a strong level of creative and strategic thinking.

-     Livestreaming: Driift (https://driift.live/) and Flymachine  - The Group has established itself in the area of pay-per-view live streamed concerts and delivered a number of commercially successful livestream events with internationally recognised artists and brands. Global distribution gives an additional commercial advantage for artists and is expected to be a permanent feature of the music industry in the post-pandemic period.

-     ATC Services - From its US base, ATC has interests in a range of service businesses that assist in artist career development and which augment the wider offering to all Group clients, as well as generating revenues from third party arrangements.

-     Polyphonic - A service that seeks to bring together all the strands of the Group's business offerings in order to offer appropriate artists the option of a full business partnership.

The Board

Brian John Message, Executive Co-Chair and Co-Founder

Brian is an Executive Co-Chairman and Co-Founder of the Group. He has worked in the music industry for over 25 years having originally trained and qualified as a chartered accountant. Brian worked at EMI, and then Courtyard management which manages Radiohead. He set up the Group's artist management business in 2001 with Craig Newman and remains co-manager on several of ATC Management's artists including Nick Cave, Johnny Marr and PJ Harvey. In addition, he oversees the Group's Polyphonic business and established Driift with Ric Salmon in 2020. Outside of the Group, he is Chairman of fashion house, the 'Vampires Wife', and Chairman of the ACES multi-academy trust.

Craig Newman, Executive Co-Chair and Co-Founder

Craig is the Co-Chairman and Co-Founder of the Group. Craig has over 30 years of experience in the music industry and initially set up A Ticketing Company in 1996, which later became ATC UK. He was co-manager of several ATC Management artists and also a partner in Courtyard management alongside Brian Message. Craig established the Group's North American business in 2013 and continues to play an active role in the Group's US operations. 

Adam Charles Driscoll, Chief Executive Officer

Adam is CEO of the Group and has a wealth of experience running and managing music and entertainment related businesses, both public and private. Adam acquired his first business in 1994 through a management buy-out and floated it as A4 Holdings plc on OFEX in 1996. He founded and floated channelfly.com plc on AIM in 1999. Following a management buy-out in 2003 the company returned to AIM in 2005 as MAMA Group with Adam as Co-CEO. MAMA Group grew to become a leading music business before being sold to HMV Group in 2010. Adam has served on the boards of Chrysalis PLC and Pulse Films and more recently has led a number of other businesses including Vision Nine and Punchdrunk. 

Andrew John Glover, Senior Independent Non-Executive Director

Andy qualified as a chartered accountant and spent 12 years at PwC in Birmingham before joining Wagon plc as group chief accountant for two years. He was as an audit partner with Ernst & Young LLP ('EY') from 1996 to 2018, the last 11 years being in the London office. He handled an extensive portfolio of middle market clients, including some in the music industry, all undergoing significant change and was EYs most experienced mid-market audit partner in London. His client work has resulted in Andy being closely involved in a wide range of business situations and their risks.

From 2007 to 2015, Andy chaired EYs mid-market non executive director program, which involved hosting monthly meetings and presenting and discussing topical issues for NEDs. He also presented on the Financial Times  NED program during this time and has extensive experience of working with audit committees and Boards. Andy is a  fellow of the Institute of Chartered Accountants in England and Wales.

Shirin Foroutan, Independent Non-Executive Director

Shirin Foroutan is the Vice President, Creative, Europe at BMI (Broadcast Music, Inc., a global leader in music rights management). In this role, Shirin leads BMI's Creative efforts throughout Europe, which includes supporting the company's affiliated songwriters, composers and music publishers as well as cultivating key industry relationships.

Before joining BMI, Shirin was Chief Operating Officer for MPC Film, a division of Technicolor. In that role she was responsible for overseeing more than 2000 visual effects artists out of London, Bangalore, Vancouver and Montreal. Prior to this, Shirin was Managing Director at Mute Group of Companies where she led teams in the recording, music publishing and artist management divisions out of London, New York and Berlin. Prior to joining Mute, Shirin held various positions including Senior Legal Consultant for the Ceremonies of the London 2012 Olympic and Paralympic Games, Director and Legal Counsel of Ceremonies for the Vancouver 2010 Winter Olympic and Paralympic Games, and Director of Legal Affairs at Live National Global Touring.