REG - AIM Electric Guitar PLC - Schedule One - Electric Guitar plc

Electric GuitarAnnouncement

16/04/2024 07:00

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RNS Number : 6912K  AIM  16 April 2024

 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:
 Electric Guitar PLC ("Electric Guitar" or the "Company")

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

 One Bartholomew Close

 London

 EC1A 7BL

 Trading address from admission:

 Desklodge House

 Redcliffe Way

 Bristol

 BS1 6NL

 COUNTRY OF INCORPORATION:
 England & Wales

 COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:
 https://www.electricguitarplc.com/ (https://www.electricguitarplc.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:
 The Company's strategy, as outlined at the time of its admission to the
 standard segment of the Official List in 2022, is to seek acquisitions in the
 digital media sector and to act as a consolidator and operator in the digital
 marketing and advertising market, focused principally on first party data
 solutions.

 Concurrent with its admission to trading on AIM, Electric Guitar is proposing
 to acquire the entire issued share capital of 3radical Limited ("3radical")
 for a consideration of approximately £1.3 million (the "Acquisition"),
 payable by the issue of new ordinary shares in Electric Guitar. The
 Acquisition constitutes a reverse takeover under the Listing Rules and
 therefore shareholder approval for the Acquisition is being sought at a
 general meeting of Electric Guitar to be convened for 1 May 2024.

 Led by an experienced team of marketing technology professionals, 3radical has
 created and proven a Software as a Service platform, 3radical Voco, which
 enables organisations to engage individuals and request their data directly
 using progressive and interactive digital experiences, at scale. This data can
 be critical for marketing and for providing a compelling customer experience,
 optimising communications, designing products and services and, ultimately,
 driving revenues.

 The 3radical Voco platform is already deployed by major brands across the UK,
 US and Asia-Pacific and is well positioned to capitalise on the shift driven
 by data legislation, consumer sentiment and technology changes which means
 brands need to acquire data themselves, rather than purchase it from third
 parties.

 The Company's strategy will continue to be to capitalise on structural
 disruption in the marketing industry. The Company will invest in becoming a
 leading provider of first party data solutions for the marketing and
 advertising industry, aiming to make it the provider of choice, both for
 marketers seeking solutions to gain first party data and then realise the
 value of it, and for technology developers looking to secure and enhance the
 future of their businesses. The Company will continue to seek acquisitions
 that offer not only complementary technologies to those provided by 3radical,
 but also access to additional clients, geographical markets and verticals.

 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):
 223,833,289 ordinary shares of £0.005 each ("Ordinary Shares") at an issue
 price of 2.10 pence.

 No Ordinary Shares will be held in treasury and there are no restrictions on
 the transfer of the Ordinary Shares.

 CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED
 MARKET CAPITALISATION ON ADMISSION:
 Capital to be raised on admission: approximately £2.2 million via a placing
 and subscription for new Ordinary Shares (c.£1.32 million) and the conversion
 of fees and certain liabilities into new Ordinary Shares (c.£0.88 million).

 Anticipated market capitalisation on admission: approximately £4.7 million.

 PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
 50.83 per cent.

 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:
 None

 THE COMPANY HAS APPLIED FOR THE VOLUNTARY CARBON MARKET DESIGNATION (Y/N)
 No

 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):
 John Christopher Hutchinson - Non-Executive Chairman

 John Patrick Regan - Chief Executive Officer

 Richard Jonathan Horwood - Chief Operating Officer

 David Justin Eldridge - Non-Executive Director

 Grahame David Cook - Independent Non-Executive Director

 Caroline Buchanon Worboys - 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):

Name                        Before admission  After admission
 Sanderson Capital Partners  18.33%            20.99%
 John Regan                  7.03%             4.03%
 John Hutchinson             4.10%             2.50%
 Stephen Kent                4.10%             1.14%
 Jason David Batten          4.10%             1.13%
 Brian Arthur Basham         4.10%             1.06%
 Luke McKeever               4.10%             1.06%
 David Clive Newton          0%                5.12%
 Tanvier Malik               0%                3.72%
 Clive Roberts               0%                3.19%

 

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

 (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 March

 ii)         30 September 2023 (unaudited interim financial
 information)

 iii)         30 September 2024 (annual report for the year ending 31
 March 2024)

 31 December 2024 (half-yearly report for the six months ending 30 September
 2024)

 30 September 2025 (annual report for the year ending 31 March 2025)

 EXPECTED ADMISSION DATE:
 3 May 2024

 NAME AND ADDRESS OF NOMINATED ADVISER:
 Allenby Capital Limited

 5 St Helen's Place

 London

 EC3A 6AB

 NAME AND ADDRESS OF BROKER:
 Allenby Capital Limited

 5 St Helen's Place

 London

 EC3A 6AB

 Axis Capital Markets Limited

 Princes Court

 7 Princes Street

 London

 EC2R 8AQ

 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:
 A copy of the AIM admission document containing full details about the
 applicant and the admission of its securities will be available on the
 Company's website at https://www.electricguitarplc.com/
 (https://www.electricguitarplc.com/) . (https://www.tribetechgroup.com/)

 THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY
 QCA Corporate Governance Code

 DATE OF NOTIFICATION:
 16 April 2024

 NEW/ UPDATE:
 New

 

 

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

N/A

 

(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 March

 

ii)         30 September 2023 (unaudited interim financial
information)

 

iii)         30 September 2024 (annual report for the year ending 31
March 2024)

 

31 December 2024 (half-yearly report for the six months ending 30 September
2024)

 

30 September 2025 (annual report for the year ending 31 March 2025)

 

EXPECTED ADMISSION DATE:

3 May 2024

 

NAME AND ADDRESS OF NOMINATED ADVISER:

Allenby Capital Limited

5 St Helen's Place

London

EC3A 6AB

 

NAME AND ADDRESS OF BROKER:

Allenby Capital Limited

5 St Helen's Place

London

EC3A 6AB

 

Axis Capital Markets Limited

Princes Court

7 Princes Street

London

EC2R 8AQ

 

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:

A copy of the AIM admission document containing full details about the
applicant and the admission of its securities will be available on the
Company's website at https://www.electricguitarplc.com/
(https://www.electricguitarplc.com/) . (https://www.tribetechgroup.com/)

 

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

QCA Corporate Governance Code

 

DATE OF NOTIFICATION:

16 April 2024

 

NEW/ UPDATE:

New

 

 

 

 

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