Electric Guitar Plc - Proposed RTO

Proposed RTO

7^th July 2023 08:00

RNS Number :

Electric Guitar PLC

7^th July 2023

This announcement contains inside information as stipulated under the UK version of the Market Abuse Regulation No 596/2014 which is part of English Law by virtue of the European (Withdrawal) Act 2018, as amended. On publication of this announcement via a Regulatory Information Service, this information is considered to be in the public domain.

7^th July 2023

Electric Guitar PLC ("ELEG")

Heads of Terms signed

Proposed Reverse Takeover and Suspension of Listing

Reverse Takeover

ELEG is pleased to announce that as of 6^th July 2023 it has entered into a non-binding heads of terms to acquire (through a reverse takeover subject to regulatory and shareholder approval and due diligence) all the outstanding shares in 3radical Limited ("3radical") in an all-share transaction ("Transaction").

The Transaction is in line with ELEG's strategy set out at the time of its IPO last year. On completion of the Transaction, ELEG's intention is to cancel its listing on the Standard List and seek admission of its ordinary share capital, as enlarged following completion of the Transaction, to trading on the AIM Market of the London Stock Exchange ("Admission").

The heads of terms place an initial valuation on 3radical of £3 million, subject to adjustments.

Suspension of Listing

The Transaction, once completed, would constitute a reverse takeover under the Listing Rules. As ELEG is not yet able to provide full disclosure under Listing Rule 5.6.15, it has requested from the Financial Conduct Authority, and been granted, a suspension of listing in its shares with immediate effect pending either the issue of an announcement providing further details on the Transaction, the publication of a prospectus, or an announcement that the Transaction is not proceeding. Any restoration of the listing prior to Admission is subject to the approval of the Financial Conduct Authority. The parties are committed to seeking a successful completion of the Transaction as soon as practicable, but there can be no absolute certainty that the Transaction will take place.

ELEG Chief Executive, John Regan, commented:

"The marketing industry is increasingly driven by shifts in attitudes toward privacy which are driving marketers to focus on first-party data and customer experience - a People First strategy. 3radical's sophisticated and consented-first-person technology, coupled with its worldwide market presence, made it a perfect choice for Electric Guitar to join forces with."

John Hutchinson, Chairman of ELEG, added:

"We are delighted to have agreed heads of terms with 3radical. We have reviewed numerous projects since Electric Guitar's IPO last year, and believe the combination with 3radical will represent an excellent first step in meeting our stated objective of building a world-class business delivering People First technology and data for marketers to build meaningful consumer connections."

Chairman of 3radical, David Eldridge, said:

"This is an exciting and important step in 3radical's business of delivering the technology services that marketers need to power customer experiences in the post-privacy People First world. Joining with Electric Guitar as a listed business provides 3radical with access to the funding and talent needed to accelerate our growth, and also the opportunity to integrate complimentary technology to enhance our offerings as together we aggressively pursue the significant market opportunity ahead."

Further announcements and updates will be made in due course.

Electric Guitar PLC

John Hutchinson
Chairman +44 1189 570444

Corporate Broker

Axis Capital Markets
Richard Hutchison +44 203 026 0320

rh@axcap247.com

Media Relations

John Regan
Chief Executive, Electric Guitar PLC +44 7721 348 826

David Eldridge
Chairman, 3radical Limited +44 7970 932 498

This announcement has been issued by and is the sole responsibility of Electric Guitar PLC ("ELEG").

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, or vote in any manner, any securities pursuant to this announcement or otherwise. The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

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