Business
Completion of SONR Acquisition
Completion of SONR Acquisition.
About this update from Audioboom Group Plc
[{"type":"text","content":"\n \nRNS Number : 6666V Audioboom Group PLC 01 February 2017 \n\n1 February 2017 \n \nAudioboom Group plc\n(\"Audioboom\" or the \"Company\")\n \nCompletion of the acquisition of SONR News Limited\n \nFurther to the announcement on 25 January 2017, Audioboom, the leading spoken word audio on-demand platform for hosting, distributing and monetising content, is pleased to announce the completion of the acquisition of SONR News Limited (\"SONR\"). \n \nThe offer to purchase the entire issued share capital of SONR has been accepted by holders of 93.4 per cent. of the issued shares of SONR and, as such, all conditions of the Acquisition have been satisfied and completion has occurred. Accordingly, 53,165,598 Consideration Shares will be allotted and issued to those holders who have accepted the offer, and these shares will be admitted to trading on AIM on 6 February 2017. \n \nAudioboom intends to proceed to exercise the squeeze-out rights available to it under section 979 of the Companies Act 2006 to acquire, on a compulsory basis, the remaining balance of the issued share capital of SONR, the consideration for which will be the remaining 3,772,618 Consideration Shares. \n \nThe Acquisition Agreement provides for a post-completion net tangible asset adjustment in favour of Audioboom. Given the short period that has elapsed between exchange of the Acquisition Agreement and completion of the Acquisition the Company is satisfied that no such post-completion adjustment will be necessary and as such the consideration for the Acquisition will remain as £1,423,455.39 to be satisfied by the allotment and issue of, in aggregate, 56,938,216 Consideration Shares. As set out above, 53,165,598 Consideration Shares will be allotted and issued to those holders who have accepted the offer pursuant to the Acquisition Agreement, to be admitted to trading on 6 February 2017 and the remaining 3,772,618 Consideration Shares will be allotted on completion of exercise of Audioboom's squeeze out rights.\n \nThe Acquisition Agreement provides that each of the recipients of Consideration Shares will not be entitled to dispose of their Consideration Shares for a period of nine months after the date of admission to AIM. Otherwise, all Consideration Shares will, when issued, rank pari passu with all othe...