Company Announcements

This announcement contains information that, prior to its disclosure, was inside information as stipulated under Regulation 11 of the Market Abuse (Amendment) (EU Exit) Regulations 2019/310 (as amended).

10 March 2026

ATC Music Group Plc

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

Acquisition of Push Media Ventures Limited and Cirkay Limited

and associated issue of equity

Expansion of technology and data capabilities across the music value chain

The Board of ATC Music Group Plc (AIM: ATC), the independent music company housing talent management, live booking, live events and talent services, is pleased to announce that ATC has agreed to acquire the entire issued share capital of Push Media Ventures Limited ("Push") and Cirkay Limited ("Cirkay") (together, the "Acquisition").

The acquisition of Push and Cirkay will strengthen the Group's technology and data capabilities, supporting its strategy of building a data-led, fully integrated artist services business.

Highlights

Adam Driscoll, CEO of ATC, commented:

"Push and Cirkay bring proven technology capabilities that strengthen our ability to support artists in building deeper relationships with their audiences. We have previously used these technologies and services with a number of our artist clients and have seen substantially improved fan engagement and improved economic outcomes as a result. The Acquisition now enables us to embed these platforms across our operations, accelerating our strategy of building a fully integrated, data-led artist services company at scale.

We are delighted to welcome both businesses into the Group and are excited about the opportunities ahead as we continue to develop our capabilities in line with our strategic ambitions. The shareholders of Push and Cirkay have shown their confidence in the Group's strategy and our collective future growth by taking 70% of the purchase consideration in ATC shares."

Details on Push and Cirkay and the terms of the Acquisition are set out below.

Details of Push and Cirkay

Push Media Ventures Limited

Push is the holding company of Push Entertainment Limited, a technology services business incorporated in England and Wales. Push Entertainment Limited partners with the global music industry - including a leading global music company - to deliver artist platforms, data services, and fan engagement solutions across a wide range of use cases.

The unaudited management accounts of Push Entertainment Limited for the year ended 30 June 2025 show revenues of c.£2.7m, earnings before interest and tax of c. £0.18m and closing net assets of c.£3k. As the holding company of Push Entertainment Limited, Push's unaudited management accounts for the year ended 30 June 2025 show zero revenue, profit of £82k and closing net assets of c.£1k. 

Push owns 42% of the issued share capital of Cirkay.

Cirkay Limited

Cirkay is a technology platform business incorporated in England and Wales on 15 February 2024. Cirkay's technology platform is designed to create lasting connections between artists and fans. Its first product, Cirkay Fan Pass, is a digital key that unlocks exclusive perks and engagement across multiple platforms, enabling seamless interaction between artists and their communities.

The unaudited financial statements of Cirkay for the period from 15 February 2024 to 28 February 2025 reported revenues of nil, a loss before tax of £0.16m and closing net assets of c.£50k.

Background and rationale

The Group believes that fan data is increasingly becoming a critical asset in the global music industry, with the primary opportunity being in strengthening and monetising the direct relationship between artists and their fans. As the industry evolves towards a more direct-to-fan model, control of data and digital infrastructure is expected to play an increasingly central role.

Push and Cirkay provide complementary technology and services capabilities to the Company's current offering and which aligns with ATC's over-arching data and technology strategy. The Board believes that ownership of these businesses will enable the Company to further integrate their technology and data within ATC's existing operations, strengthen its direct-to-fan infrastructure and support the continued development of a data-led artist eco-system. Further, Push's client relationships and proprietary platform will enhance ATC's ability to deepen artist-to-fan engagement and expand its service offering across the music value chain.

Push and Cirkay will initially operate as standalone businesses within the Group's Services division.

Simon Scott, CEO of Push, will join the Group's management team in the role of non-board Chief Technology and Product Officer.

Principal terms of the Acquisition

The total consideration for the Acquisition is c.£1,050,000, of which c.£300,000 will be satisfied in cash from the Group's existing cash resources and c.£750,000 will be satisfied by way of the issue of Consideration Shares as detailed below.

Of the Consideration Shares, 391,275 new ordinary shares will be issued on Admission (as defined below) (the "Initial Consideration Shares") at an agreed price of 145 pence per new ordinary share (being the closing mid-market price on 9 March 2026) (the "Issue Price"), representing c. £567,348. The balance of the Consideration Shares (representing c.£182,651) will be issued on the satisfaction of certain performance hurdles at the prevailing share price, as set out below. The 391,275 Initial Consideration Shares will represent approximately 1.64% of the Company's as enlarged issued share capital.

Consideration for Push

ATC has agreed to acquire the entire issued share capital of Push for a total consideration of c. £700,000. The consideration for Push comprises c.£500,000 for the Push trading business and c.£200,000 for Push's 42% shareholding in Cirkay (on a basis that is consistent with the valuation applied to the directly acquired shares in Cirkay).  The consideration for Push will be satisfied as:

Consideration for Cirkay 

ATC has agreed to acquire the issued share capital of Cirkay not already owned by Push for a total consideration of c. £345,000, to be satisfied in cash and Consideration Shares as follows:

ATC will hold 100% of Cirkay through its 100% ownership of Push and through its direct purchase of Cirkay shares from the other shareholders.

Lock-up and orderly market arrangements

The Push Consideration Shares will be subject to a lock-up period of 12 months, during which time the Push sellers will not dispose of any such shares without the prior written consent of the Company and its Nominated Adviser and Broker (save in certain customary circumstances) save in relation to one seller who is subject to 90 day lock in period.

The Initial Consideration Shares issued to Shahzad Sulaman or Linda Caunce will be subject to a lock-up period of 6 months (save in certain customary circumstances), followed by a further 6-month orderly market period during which disposals may only be effected through the Company's broker in an orderly manner.

Loan finance

The Company will advance a loan of £170,000 to Cirkay to enable Cirkay to repay a £50,000 loan which is repayable to Stephen James Caunce and Shahzad Ul Hussan Sulaman and to provide working capital requirements of Cirkay. This loan does not form part of the consideration paid for the Acquisition.

Anti-Embarrassment

In the event that the Company disposes of Cirkay within 36 months of the Acquisition and for a consideration representing more than 200% of the aggregate consideration attributable to Cirkay (being c. £550,000), 30% of the excess consideration will be payable to the vendors of shares in Cirkay in proportion to their shareholding immediately prior to completion of the Acquisition.

Issue and admission to trading of Consideration Shares

As part of the terms of the Acquisition, 391,275 Initial Consideration Shares will be issued on Admission (as defined below), representing approximately 1.64% of the Company's as enlarged issued share capital. Should the performance hurdles be met, the Company expects to issue further Consideration Shares to certain vendors at the prevailing mid-market share price. The Company will provide further updates on this in due course.

The Consideration Shares will, when issued, rank pari passu in all respects with the existing ordinary shares in the capital of the Company, including the right to receive all dividends and other distributions declared, made or paid after the date of their issue.

Application has been made to London Stock Exchange plc for the admission of the 391,275 Initial Consideration Shares to trading on AIM ("Admission"). It is currently expected that Admission will occur at 8.00 a.m. on or around 13 March 2026.

Total Voting Rights

Immediately following Admission, the Company will have 23,812,742 ordinary shares of £0.01 each in issue, each with one voting right. There are no shares held in treasury. Therefore, the Company's total number of ordinary shares in issue and voting rights will be 23,812,742 and this figure may be used by shareholders from Admission 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 Company under the FCA's Disclosure Guidance and Transparency Rules.

Contacts:

ATC Music Group is an independent music business company operating internationally with strong business focus in the key commercial areas of music artist's business. The Group encompasses direct artist representation in the form of management and live representation, merchandising, music promotion, livestreaming and a range of other music services. The Group is headquartered in London, with offices in the key industry hubs of Los Angeles and New York, and also in Europe.

The Group's key businesses are structured into segments that reflect the growing range of the Group's activities:

·    Representation - artist management and live representation (ATC Management - Europe and USA, Raw Power Management, ROAM, Real Life Management)

·      Services - merchandising and e-commerce, promotion, placement and technology solutions (Sandbag, Circa, Driift)

·      Events - venue ownership, production and promotion of live events (ATC Experience, Joy Entertainment Group)

For more information see: www.atcgroupplc.com