LONDON (ShareCast) - (Sharecast News) - Podcasting platform Audioboom announced on Tuesday that its proposed acquisition of Triton Digital Canada will not be proceeding.
The AIM-traded firm said the proposed acquisition was to be funded by a placing of new ordinary shares.

However, in spite of what the board described as "significant demand", it said it had not been possible to complete the placing.

The proposed acquisition would have constituted a reverse takeover under the AIM Rules, and as a result, the company's ordinary shares were suspended from trading on 13 February.

As a result of the acquisition and the placing not proceeding, Audioboom said it required further financing in the short-term for investment in additional podcasting content and working capital purposes.

The company announced on 27 April that it had issued convertible loan notes amounting to £1m to Candy Ventures to assist in that regard.

"However, given the commercial opportunities that the company has been working on in recent months, and the additional requirement for working capital, further equity funding will be required as soon as possible," the board said in its statement.

"The proceeds from the convertible loan notes will only provide the company with sufficient working capital for a further period of up to four weeks from today's date, although the company would take appropriate cash management measures to seek to extend such period if required."

As a result, Audioboom's financial position remained uncertain pending the successful completion of further equity funding.

Therefore, the board had requested that its ordinary shares remained suspended from trading on AIM, pending clarification over its financial position.

"If sufficient further equity funding is not available in the required time horizon then, in the absence of alternative funding options, the board considers that it would likely need to take actions to protect the interest of creditors, which may result in the ultimate winding up of the company," the Audioboom board added.

"The board is confident that further funding will be available and it has commenced immediate action in this respect."

As set out in its announcement on 13 February, Audioboom was party to an offer letter with Triton and Triton's controlling shareholder, Vector Triton Holdings, in respect of the proposed acquisition.

The offer letter contained binding provisions in respect of the payment of fees if the parties withdrew from the acquisition under certain circumstances.

Following its withdrawal from the proposed acquisition, Audioboom confirmed it was obliged to pay a break fee to Triton or Vector of £0.7m, to be satisfied by 13 June as to £0.09m in cash, and the balance by the allotment and issue to Triton or its shareholders of 16.6 million ordinary shares of Audioboom.

In the announcement on 13 February, the company also highlighted that - in conjunction with the proposed acquisition - it intended to make certain changes to its board structure, including the appointment of new executive and non-executive directors.

On Tuesday, it said those changes would now not occur.

Rob Proctor, the current chief executive officer, would remain in this role.

In addition, Audioboom announced the appointment of a new chief financial officer, Brad Clarke.

It said Clarke is a chartered accountant, having qualified with Grant Thornton in 2009.

He had "extensive experience" of working in finance in the media industry, and was joining from Audioboom's fellow AIM-listed company Brave Bison Group, where he was group finance director.

Clarke previously worked for News UK for more than five years, progressing through roles in internal audit, group reporting and latterly being the financial controller of the Handpicked Collection.

It was proposed that he may join the Audioboom board in due course, and a further announcement would be made at that time, the board aid.

Additionally, Audioboom confirmed it would not be performing a consolidation of its ordinary shares, and its name would remain Audioboom Group.

Given that the company would continue to derive the majority of its revenues in dollars but currently reported its results in sterling, the board still proposed that Audioboom move to reporting in dollars for the year ending 30 November 2018.

The results for the year ended 30 November 2017 would still be reported in sterling.

"Whilst the board is naturally disappointed that we were unable to raise the necessary funds to complete the proposed acquisition, I am pleased to report that our efforts to consolidate our customer base and attract more commercially viable podcasts are progressing well, with a growing proportion of our overall inventory being focussed on the lucrative in-read advertising space," said CEO Rob Proctor.

"The further reduction in the number of smaller, unsustainable podcasts on our platform will allow us to further reduce our monthly operating costs.

"Overall Audioboom continues to run a tighter, more compact operation, which will ultimately lead to a stronger more vibrant business."

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