REG-MediaZest Plc: Placing to raise £110,000
22/02/2019 07:05
22 February 2019
MediaZest Plc
("MediaZest", the "Company” or “Group"; AIM: MDZ)
Placing to raise £110,000
MediaZest, the creative audio-visual company, is pleased to announce that it
has conditionally raised £110,000 (before expenses) through a placing of
110,000,000 new ordinary shares of 0.1p each (“Ordinary Shares”) with
existing investors (the “Placing Shares”) which was handled and settled by
Hybridan LLP on behalf of the Company’s subscribers (the “Placing”) at a
price of 0.1p per Ordinary Share (the “Placing Price”).
Background to the Placing
Further to the announcement of MediaZest’s interim results on 5 November
2018, the Group continues to make progress. Within these interim results
reported in November 2018 the Company’s subsidiary, MediaZest International
Limited, posted turnover of £1.82miliion with a profit after tax of £285,000
for the six months to 30 September 2018.
As ever, the timing of completion of contracts around the year end date of 31
March will determine the level of improvement in the Company’s financial
results compared to the prior year.
Reasons for the Placing
Although the Company has continued to write new business in 2019 with both new
and existing clients, the Directors cannot ignore the impact of Brexit on the
UK and EU economies. As such, the Company is seeing evidence of retailers
slowing or deferring investment decisions, although there is a clear trend for
retailers over the longer period to invest in better stores and particularly
in digital signage technology - the core competency of the Group. Given this
current uncertainty the Board believe it prudent to raise additional funds to
improve the Group’s working capital position and strengthen its balance
sheet.
Furthermore, although performance has improved and larger projects and clients
are becoming the norm, there are increased demands on cashflow where certain
projects need to be funded during the delivery phase. Although the Company
seeks to agree staged payments with such clients, in the current economic
climate and with certain larger clients this is sometimes not feasible. Often
due to length of project these costs can be in advance of invoicing - for
example legal costs associated with contractual negotiations. Such costs put
pressure on working capital, albeit for positive reasons.
As such, the Board has decided to execute a small fundraise to meet these two
requirements.
The Board is aware of the dilutive nature of any fundraising at the current
share price and has therefore limited the amount raised to cover these two
requirements only, via a handful of existing shareholders.
Details of the Placing
The Placing Shares will be 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.
Application will be made for admission of the Placing Shares to trading on AIM
(“Admission”). It is expected that Admission will be effective on or
around 8.00 am on 27 February 2019.
Director’s participation in the Placing
Lance O’Neill, the Company’s Chairman, has subscribed for 10,000,000
Placing Shares at the Placing Price.
Lance O’Neill’s participation in the Placing constitutes a related party
transaction in accordance with AIM Rule 13. Geoff Robertson and James Abdool
are not subscribing for Placing Shares and are therefore considered to be
independent Directors for these purposes, and having consulted with the
Company's Nominated Adviser, consider the terms of Lance O’Neill’s
participation in the Placing to be fair and reasonable insofar as the
Shareholders are concerned.
Following Admission, Mr O’Neill will be interested in 52,977,177 Ordinary
Shares, representing 3.8 per cent. of the Company’s enlarged issued share
capital.
Total voting rights
Following Admission, the Company's total issued share capital will comprise of
1,396,425,774 Ordinary Shares. The Company does not hold any Ordinary Shares
in treasury. Therefore, the total number of Ordinary Shares with voting rights
in the Company will be 1,396,425,774. This figure may be used by shareholders
in the Company as the denominator for the calculations by which they will
determine if they are required to notify their interest in, or a change to
their interest in, the share capital of the Company following Admission.
Market soundings, as defined in the EU Market Abuse Regulation (MAR), were
taken in respect of the Placing with the result that certain persons became
aware of inside information, as permitted by MAR. That inside information is
set out in this announcement and has been disclosed as soon as possible in
accordance with paragraph 7 of article 17 of MAR. Therefore, those persons
that received inside information in a market sounding are no longer in
possession of inside information relating to the Company and its securities.
This announcement contains inside information.
Enquiries:
Geoff Robertson Chief Executive Officer MediaZest Plc 0845 207 9378
David Hignell/Jamie Spotswood Nominated Adviser SP Angel Corporate Finance LLP 020 3470 0470
Claire Noyce Broker Hybridan LLP 020 3764 2341
The information below is provided in accordance with the requirements of the
EU Market Abuse Regulation.
1 Details of the person discharging managerial responsibilities / person closely associated
a) Name Lance O’Neill
2 Reason for the notification
a) Position/status Director
b) Initial notification /Amendment Initial
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a) Name MediaZest Plc
b) LEI 2138008URVJL8ZG4ST80
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a) Description of the financial instrument, type of instrument Ordinary Shares of 0.1p
Identification code ISIN: GB00B064NT52
b) Nature of the transaction Subscription
c) Price(s) and volume(s)
Price(s) Volume(s)
0.10p 10,000,000
d) Aggregated information Single transaction
- Aggregated volume n/a
- Price n/a
e) Date of the transaction 22 February 2019
f) Place of the transaction XLON (AIM Market)
Notes to Editors:
About MediaZest
MediaZest is a creative media agency and audio-visual systems integrator that
specialises in providing innovative marketing solutions to leading retailers,
brand owners and corporations, but also works in the public sector in both the
NHS and Education markets. The Group supplies an integrated service from
content creation and system design to installation, technical support and
maintenance. MediaZest was admitted to the London Stock Exchange's AIM market
in February 2005. For more information, please visit www.mediazest.com
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