Results of Placing
Zinc Media Group PLC has successfully placed 7,000,000 new ordinary shares at 30 pence per share, raising approximately £2.1 million in gross proceeds, or £2 million net. The company also announced plans for a retail offer to existing shareholders to raise up to £0.25 million, which is conditional on the placing's completion. A general meeting is scheduled for November 19, 2026, to approve resolutions necessary for the fundraise, including a Rule 9 waiver from the Takeover Panel. Directors and a concert party, including Herald and John Booth Parties, participated in the placing, with the concert party's aggregate holding expected to be around 40.25% post-admission. Admission and dealings for the placing shares are anticipated by November 20, 2026.
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Zinc Media (AIM: ZIN), an award-winning television, brand and audio production group, is pleased to announce that, pursuant to the terms and conditions set out in the announcement made on 28 October 2026 (the “Launch Announcement”) regarding the launch of the proposed placing (the “Placing”), it has successfully, conditionally, placed 7,000,000 new ordinary shares of 0.125 pence each in the capital of the Company (the “Placing Shares”) at a price of 30 pence per share (the “Issue Price”) to certain institutional and other professional investors, raising gross proceeds of approximately £2.1 million, being approximately £2 million net of expenses.
A separate announcement will be made by the Company in relation to a Retail Offer to existing retail Shareholders to raise further proceeds of up to £0.25 million (the “Retail Announcement”). The Retail Announcement shall include the terms and conditions of the Retail Offer and its timetable. It is expected that the Retail Announcement will be published by the Company on 30 October 2026. The Retail Offer is conditional on the completion of the Placing. For the avoidance of doubt, the Retail Offer is not part of the Placing, and the Placing is not conditional upon the completion of the Retail Offer or the admission of the Retail Offer Shares.
The Company is expected to publish a circular to its Shareholders on or around 3 November 2026 (the “Circular”) which will contain, among other things, a notice convening a general meeting of the Company (the “General Meeting”) which is expected to be held at 10.00 a.m. on 19 November 2026, at which the resolutions required to implement the Placing (and the Retail Offer) (the “Resolutions”) will be proposed. This will include the Whitewash Resolution. Following its publication, the Circular will be available on the Company’s website at www.zincmedia.com. A further announcement will be made following the publication of the Circular.
The Fundraise is conditional on, among other things, the Financing Approval being granted, the passing of the Resolutions at the General Meeting, the Rule 9 Waiver being obtained, Admission becoming effective and the Placing Agreement becoming unconditional in respect of the Placing and not having been terminated in accordance with its terms.
The expected timetable of principal events for the Fundraise remains as set out in the Launch Announcement. If any of the dates and/or times in the expected timetable change, the revised dates and/or times will be notified to Shareholders by announcement through a Regulatory Information Service, with such announcement being made available on the Company’s website at www.zincmedia.com.
Mark Browning, Chief Executive Officer of Zinc Media, commented:
“On behalf of the Board, we would like to thank our shareholders for their continued support, and we look forward to providing further updates on progress in due course.”
Director Participation
The following Directors of the Company have conditionally subscribed for, in aggregate, 333,332 Placing Shares at the Issue Price, as set out below:
| Director/PDMR | Number of Existing Ordinary Shares | Percentage of Issued Share Capital | Number of Placing Shares subscribed for | Number of Ordinary Shares upon Admission | Percentage of Issued Share Capital upon Admission (excluding Retail Offer Shares) |
|---|---|---|---|---|---|
| Christopher Satterthwaite | 373,826 | 1.25% | 33,333 | 407,159 | 1.10% |
| Mark Browning | 634,408 | 2.12% | 236,666 | 871,074 | 2.36% |
| Laura McGaughey | - | - | 13,333 | 13,333 | 0.04% |
| Andrew Garard | 56,666 | 0.19% | 25,000 | 81,666 | 0.22% |
| Kathryn Herrick | - | - | 25,000 | 25,000 | 0.07% |
Concert Party Participation
The Concert Party has conditionally subscribed for, in aggregate, 3,819,332 Placing Shares at the Issue Price, as set out below:
| Concert Party member | Number of Existing Ordinary Shares | Percentage of Issued Share Capital | Number of Placing Shares subscribed for | Number of Ordinary Shares upon Admission | Percentage of Issued Share Capital upon Admission (excluding Retail Offer Shares) |
|---|---|---|---|---|---|
| Herald | 9,644,786 | 32.29% | 2,152,666 | 11,797,452 | 32.00% |
| John Booth Parties | 1,376,212 | 4.61% | 1,666,666 | 3,042,878 | 8.25% |
Following Admission, the Concert Party will be interested in, in aggregate, 14,840,330 Ordinary Shares, representing approximately 40.25 per cent. of the voting rights of the Company (assuming no Retail Offer Shares are subscribed for).
The Concert Party’s participation in the Placing remains subject to the agreement of the Takeover Panel, and subject to approval by Independent Shareholders (being Shareholders other than members of the Concert Party and the Placees) on a poll of the Whitewash Resolution, to waive the requirement for Herald and the other members of the Concert Party to make an offer under Rule 9 of the Takeover Code to all Shareholders where such an obligation would otherwise arise as a result of the Fundraise.
Admission and dealings
Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM (“Admission”). Settlement and Admission for the Placing Shares are expected to take place on or before 8.00 a.m. on 20 November 2026 (or such later time and/or date as SCM Securities may agree with the Company, being not later than 8.00 a.m. on 11 December 2026).
The Placing remains conditional upon, among other things, the Financing Approval being granted, the passing of the Resolutions at the General Meeting, the Rule 9 Waiver being obtained, Admission becoming effective and the Placing Agreement becoming unconditional in respect of the Placing and not having been terminated in accordance with its terms.
Information to Distributors
UK product governance
Solely for the purposes of the product governance requirements contained within Chapter 3 of the FCA Handbook Production Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of investors who meet the criteria of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors (for the purposes of UK Product Governance Requirements) should note that: (a) the price of the Placing Shares may decline and investors could lose all or part of their investment; (b) the Placing Shares offer no guaranteed income and no capital protection; and (c) an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing.
EEA product governance
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures in the European Economic Area (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of (a) retail investors, (b) investors who meet the criteria of professional clients and (c) eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing.
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