17 November 2020
Zinc Media Group plc ("Zinc Media" or the "Group")
Issue of Equity
Payment of Tern Television earnout and issue of earnout shares and conversion of debt to equity
Zinc Media is pleased to announce that, following a strong trading performance by Tern Television Productions Limited ("Tern Television") in the year ended 30 June 2020, the third-year earnings target was achieved.
The third year earnout payment, payable to the vendors of Tern Television ("the Vendors") in accordance with the terms of the share purchase agreement (the "SPA"), is £0.5m, to be satisfied partially in cash and partially in new Zinc Media Group shares. £375,000 will be settled in cash and £125,000 will be settled through the issue to the Vendors of new ordinary shares. Over the three year earn out period the minimum earnout targets were also exceeded, resulting in an overachievement amount payable of £364,500, which will be settled in new ordinary shares. In total £489,500 will be settled through the issue to the Vendors of 788,496 new ordinary shares at a price of 62.08p per share, being the average market price for the 30 business days prior to 11 November 2020. The shares are subject to lock-in and orderly market provisions under the SPA. The cash element of the earnout payment will be satisfied from the Group's existing resources.
The Company has also offered Herald Investment Trust plc ("Herald") and The John Booth Charitable Foundation ("JBCF"), the holder of the Company's long-term debt, the option to convert some debt into ordinary shares such that their current holding of ordinary shares is maintained, which is approximately 40.13 per cent of the issued ordinary share capital in relation to Herald and 1.61 per cent in relation to JBCF. Herald will therefore convert £337,212 of debt into 543,188 new ordinary shares and JBCF £13,517 of debt into 21,774 new ordinary shares at a price of 62.08p per share at the same time as the issue of shares to the Tern Television Vendors. Following this conversion the long-term debt held by Herald and JBCF will be approximately £3.4m.
Admission and Total Voting Rights
Application has been made to the London Stock Exchange for the total 1,353,458 new ordinary shares to be admitted to trading on AIM. Admission is expected to take place at 8.00 a.m. on 18 November 2020.
Following Admission, the issued share capital of the Company will consist of 15,963,039 Ordinary Shares, with one voting right each. The Company does not hold any shares in treasury.
The above 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 under the FCA's Disclosure Guidance and Transparency Rules.
Mark Browning, Chief Executive Officer, commented:
"We are very pleased with the continued strong performance of Tern Television in 2019/20. They have an excellent management team who have navigated the Covid crisis confidently, and they have a strong pipeline of bookings for 2021".
For further information, please contact:
Zinc Media Group plc +44 (0) 20 7878 2311
Mark Browning, CEO / Will Sawyer, CFO
N+1 Singer (NOMAD and Broker to Zinc Media) +44 (0) 20 7496 3000
Mark Taylor / Ben Farrow
Zinc Media Group plc is a leading television and content creation group.
The award-winning and critically acclaimed television labels comprise Blakeway, Brook Lapping, Films of Record, Red Sauce and Tern Television and produce programmes across a wide range of factual genres for UK and international channels.
Zinc Communicate specialises in developing cross-platform content for brands, businesses and partners.
For further information on Zinc Media please visit www.zincmedia.com