Audioboom tells shareholders to 'take no action' on possible AAA offer

All Active Asset Capital (AAA) is in “constructive discussions” with the board of Audioboom Group, it announced on Monday, about a possible offer for the AIM-traded podcast company.

The AIM-traded asset manager said it has obtained irrevocable undertakings to accept its possible offer from the owners of 26.4% of the issued share capital of Audioboom.

It said any offer, should it be made, would consist of 12.5 new AAA shares and 200p in cash for each Audioboom share.

Based on the price of 80p per AAA Share at which its recent placing was announced, AAA said the proposed terms would value each Audioboom share at 1,200p, being a premium of 35.6% over the closing mid-market price of 885p at close of business on 16 July.

“AAA announced a number of transformational conditional proposals on 2 July which, if completed, the directors believe will start a process that could turn AAA into a global technology investment company,” the board said in its statement.

“The conditional proposals include placings of new AAA shares to raise £150m at 80p per share, and the cancellation of the admission of AAA's shares from trading on AIM.”2

Its board said it was considering re-listing AAA on an “alternative international exchange” that it believed would be “more suited” to AAA's portfolio of “exciting, high-growth” technology investments.

“The directors believe the combination of AAA and Audioboom would create a compelling portfolio of innovative, high growth technology investments that could create significant new accretive value for the shareholders of both companies in the future.”

The offer would be subject to a number of pre-conditions, including the recommendation of the Audioboom board, which could be waived by AAA.

The only pre-condition that would not be waivable would be the completion of a firm placing raising £15m of cash at 80p per share, the acquisition of at least 75% of the entire issued share capital of Belgian artificial intelligence company Sentiance, and the cancellation of the admission of AAA's shares from trading on AIM.

“The acquisition and placing are conditional on the delisting, which is anticipated to occur on 30 July, assuming shareholder approval of the acquisition and delisting at a general meeting of AAA.

“There can be no certainty that any firm offer will be made even if the pre-conditions are satisfied or waived,” AAA explained.

Audioboom confirmed on Monday that it had been contacted by AAA over the possible offer late on Friday, adding that it had not had “any material dialogue” with AAA since then.

“The company does not have any comment to make regarding the possible offer at present, and shareholders are advised to take no action,” its board said.

“There can be no certainty that AAA's proposal will result in an offer for the company, nor as to the terms on which any offer might be made.”

Audioboom said it would announce its interim results for the six months ended 30 June on 20 July.

At 1245 BST, shares in Audioboom were up 7.57%, and those in All Active Asset Capital wre down 0.93% at 53p.