Audioboom : Form 8.3 – Audioboom Group plc

12/02/2020

FORM 8.3 - AUDIOBOOM GROUP PLC - RNS - London Stock Exchange

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• FORM 8.3 - AUDIOBOOM GROUP PLCReleased 13:00 12-Feb-2020

RNS Number : 7946C

Candy Ventures Sarl

12 February 2020

FORM 8.3

PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY

A PERSON WITH INTERESTS IN RELEVANT SECURITIES

REPRESENTING 1% OR MORE

Rule 8.3 of the Takeover Code (the "Code")

1.	KEY INFORMATION
(a) Full name of discloser:	Candy Ventures sarl and its
		shareholders
(b) Owner or controller of interests and short	N/A
	positions disclosed, if different from 1(a):
	The naming of nominee or vehicle companies is
	insufficient. For a trust, the trustee(s), settlor and
	beneficiaries must be named.
(c) Name of offeror/offeree in relation to whose	Audioboom Group plc
	relevant securities this form relates:
	Use a separate form for each offeror/offeree
(d) If an exempt fund manager connected with an	N/A
	offeror/offeree, state this and specify identity
	of offeror/offeree:
(e) Date position held/dealing undertaken:	11/02/20
	For an opening position disclosure, state the latest
	practicable date prior to the disclosure
(f)	In addition to the company in 1(c) above, is the	N/A
	discloser making disclosures in respect of any
	other party to the offer?
	If it is a cash offer or possible cash offer, state
	"N/A"

2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or

(b) (as appropriate) for each additional class of relevant security.

1. Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any)

Class of relevant security:	Ordinary shares of no par value

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12/02/2020		FORM 8.3 - AUDIOBOOM GROUP PLC - RNS - London Stock Exchange
			Interests		Short positions
			Number	%	Number		%
	(1)	Relevant securities owned	3,757,366*	26.83
		and/or controlled:
	(2)	Cash-settled derivatives:
(3)	Stock-settled derivatives
		(including options) and
		agreements to purchase/sell:
		TOTAL:	3,757,366*	26.83

• This figure includes (i) 4,764 ordinary shares held by Steven Smith, a director of Audioboom Group plc and a 10% shareholder and director of Candy Ventures sarl; and (ii) 70,000 ordinary shares held by Nicholas Candy, a 90% shareholder in Candy Ventures sarl.

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

1. Rights to subscribe for new securities (including directors' and other employee options)

Class of relevant security in relation to	Ordinary shares of no par value ("Shares")
which subscription right exists:
Details, including nature of the rights	Candy Ventures sarl holds warrants to
concerned and relevant percentages:	subscribe for 34,375 Shares at an exercise
	price of £3.30 per Share (equivalent to 0.25
	per cent of the existing issued share
	capital)
	Nicholas Candy holds warrants to
	subscribe for 120,000 Shares at an
	exercise price of £2.50 per Share
	(equivalent to 0.86 per cent of the existing
	issued share capital)

3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

The currency of all prices and other monetary amounts should be stated.

(a)

Purchases and sales

Class of relevant

Purchase/sale

Number of

Price per unit

security

securities

Ordinary shares of

Purchase

100,000

£2.45

no par value

(b)

Cash-settled derivative transactions

Class of

Product

Nature of dealing

Number of

Price per

relevant

description

e.g. opening/closing a

reference

unit

security

e.g. CFD

long/short position,

securities

increasing/reducing a

long/short position

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12/02/2020

FORM 8.3 - AUDIOBOOM GROUP PLC - RNS - London Stock Exchange

1. Stock-settledderivative transactions (including options)

1. Writing, selling, purchasing or varying

Class	Product	Writing,	Number	Exercise	Type	Expiry	Option
of	description	purchasing,	of	price	e.g.	date	money
relevant	e.g. call	selling,	securities	per unit	American,		paid/
security	option	varying etc.	to which		European		received
			option		etc.		per unit
			relates

1. Exercise

Class of	Product	Exercising/	Number of	Exercise price
relevant	description	exercised	securities	per unit
security	e.g. call option	against

1. Other dealings (including subscribing for new securities)

Class of relevant	Nature of dealing	Details	Price per unit (if
security	e.g. subscription,		applicable)
	conversion

4. OTHER INFORMATION

1. Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the person making the disclosure and any party to the offer or any person acting in concert with a party to the offer: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"

NONE

1. Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the person making the disclosure and any other person relating to:

1. the voting rights of any relevant securities under any option; or
2. the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:

If there are no such agreements, arrangements or understandings, state "none"

NONE

1. Attachments

Is a Supplemental Form 8 (Open Positions) attached?	NO
Date of disclosure:	12 February 2020
Contact name:	Andrew Stancliffe

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12/02/2020	FORM 8.3 - AUDIOBOOM GROUP PLC - RNS - London Stock Exchange
	Telephone number*:		44 203 841 9603

Public disclosures under Rule 8 of the Code must be made to a Regulatory

Information Service.

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on [phone].

*If the discloser is a natural person, a telephone number does not need to be included, provided contact information has been provided to the Panel's Market Surveillance Unit.

The Code can be viewed on the Panel's website at

www.thetakeoverpanel.org.uk.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [e-mail] visit www.rns.com.

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FORM 8.3 - AUDIOBOOM GROUP PLC - RNS

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