Tender Offer (April 2025)

Circulars, Announcements, Updates

Tender Offer Summary

Proposed return of up to £11.0 million to shareholders

XLMedia plc (AIM: XLM), a sports and gaming digital media company, announces that it will shortly be posting a Circular (the “Circular”) setting out the details of a proposed return of capital to Shareholders of up to £11.0 million as a second distribution from the proceeds of the Disposals (the “Tender Offer”). Following completion of the Tender Offer, the Company does not expect to make any further distributions of capital to Shareholders prior to the planned suspension of the Company’s Ordinary Shares on AIM, expected on 14 May 2025.

Further to its announcement on 16 December 2024, the Company is seeking to return up to approximately £11.0 million (circa. $14.3 million) of cash to Qualifying Shareholders by way of the Tender Offer. The Tender Offer will be conducted at a fixed price of 11 pence per Ordinary Share (the “Tender Price”), which represents a premium of approximately 16 per cent. to the middle market closing price of an Ordinary Share on 10 April 2025 (being the “Latest Practicable Date”) and will be subject to the passing of the Tender Offer Resolution.

If the maximum number of Ordinary Shares under the Tender Offer is acquired, this would result in the purchase of approximately 70.90 per cent. of the Company’s current issued share capital. The Tender Offer remains subject to approval by Shareholders at the General Meeting, to be held at the offices of Cavendish Capital Markets at One Bartholomew Close, London EC1A 7BL 11.00 a.m. on 28 April 2025.

The Circular sets out the terms and conditions of the Tender Offer and explains how Qualifying Shareholders may tender Ordinary Shares, should they wish to do so. The Circular and this announcement set out the background to and reasons for the Tender Offer. The Circular will be published on the Company’s website at https://www.xlmedia.com/.

Unless otherwise defined, capitalised terms in this announcement shall have the meaning set out in the Circular.

The Company wishes to remind Shareholders however that the Company is an AIM Rule 15 Cash Shell with no material trading business, activities and assets other than the remaining cash proceeds from the Disposals. The Company is now focused on the orderly wind up of its affairs (including its subsidiaries) to enable the orderly distribution to Shareholders of the available proceeds from the Disposals via the Tender Offer. Following the repurchase of 121,545,490 Ordinary Shares for approximately £14 million in cash under the Initial Tender Offer, and after completion of the Tender Offer, the Company will not make a further distribution of capital to Shareholders prior to suspension of its Ordinary Shares on AIM, expected on 14 May 2025. There can be no certainty that there will be any further distributions as part of the liquidation process. 

 

READ FULL CIRCULAR 

READ FULL RNS ANNOUNCEMENT

Tender Offer Circular and Announcement

Tender Offer Circular (April 2025)
Announcement of Tender Offer (RNS) (April 2025)


Proposed return of capital by way of tender offer by XLMedia PLC (the "Company") (the "Tender Offer").

ACCESS TO THIS AREA OF THE WEBSITE MAY BE RESTRICTED UNDER SECURITIES LAWS OR REGULATIONS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THIS AREA OF THE WEBSITE. THESE MATERIALS ARE NOT DIRECTED AT OR TO BE ACCESSED BY PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

Access to the website

THIS AREA OF THE WEBSITE IS NOT TO BE ACCESSED BY ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES.

You are attempting to enter the part of the website that is designated for the publication of documents and information in connection with the Tender Offer.
If you would like to view this part of the website, please read this notice carefully. This notice applies to all persons who view this part of the website and, depending on where you are located, may affect your rights or responsibilities. The Company reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit the website. In addition, the contents of this part of the website may be amended at any time, in whole or in part, at the sole discretion of the Company.

This part of the website contains electronic versions of materials relating to the Tender Offer. The materials you are seeking to access are made available by the Company in good faith and for information purposes only and are subject to the terms and conditions set out below. Any person seeking to access this part of the website represents and warrants to the Company that they are doing so for information purposes only.

To allow you to view information about the Tender Offer, you must read this notice and then click "AGREE". If you are unable to agree, you should click "DISAGREE" and you will not be able to view information about the Tender Offer.

Nothing on this part of the website, nor anything which can be downloaded from it, constitutes an offer for sale or subscription or any solicitation for any offer to purchase or subscribe for any securities (or solicitation of any votes attaching to securities which are the subject of the Tender Offer) in any jurisdiction in which such offer or solicitation is unlawful.

The Tender Offer will be made solely by means of the tender offer circular containing the full terms and conditions of the Tender Offer, including details on how it may be accepted. Any decision made in relation to the Tender Offer should be made solely on the basis of the information provided in such circular.

Notice to holders in the United States and other Restricted Jurisdictions

The Tender Offer is not being made in the United States and is not being made, directly or indirectly, in or into, or by use of the mails, any means or instrumentality (including, without limitation, facsimile transmission, email, other electronic transmission or telephone) of interstate or foreign commerce or any facility of a national, state or other securities exchange, of the United States, Australia, Canada, Japan, New Zealand or the Republic of South Africa (each a "Restricted Jurisdiction") and the Tender Offer cannot be accepted by any such use, means, instrumentality, facility or otherwise from within the United States or any other Restricted Jurisdiction.

Any purported tender of securities resulting directly or indirectly from a breach or violation of these restrictions (including any tender form received in an envelope postmarked in the United States or any other Restricted Jurisdiction or otherwise appearing to the Receiving Agent to have been sent from the United States or any other Restricted Jurisdiction) will be invalid and will not be accepted.

No document concerning the Tender Offer may be sent, communicated, distributed or submitted directly or indirectly in the United States or any other Restricted Jurisdiction.

No holder of the Company's shares will be able to tender its securities into the Tender Offer if such holder cannot represent, amongst other things, that (i) it is accepting the Tender Offer from outside the United States and any other Restricted Jurisdiction, (ii) it has not received or sent copies or originals of the documents relating to the Tender Offer in, into or from the United States or any other Restricted Jurisdiction and has not otherwise utilised in connection with the Tender Offer, directly or indirectly, the mails of, or any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone and e-mail) of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States or any other Restricted Jurisdiction and (iii) it is not an agent or fiduciary acting on a non-discretionary basis for a principal, unless such agent or fiduciary is an authorised employee of such principal or such principal has given all instructions with respect to the Tender Offer from outside the United States or any other Restricted Jurisdiction.

For the purposes of this section, "United States" means the United States of America, its territories and possessions, any state of the United States and the District of Columbia.

Other Overseas jurisdictions

Viewing the materials you are seeking to access may be restricted under securities laws in certain jurisdictions. All persons resident outside of the United Kingdom who wish to view this part of the website must first satisfy themselves that they are not subject to any local requirements which prohibit or restrict them from doing so and should inform themselves about, and observe, any legal or regulatory requirements applicable in their jurisdiction.

These materials are not directed at or accessible by persons resident in any jurisdiction if to do so would constitute a violation of the relevant laws or regulations of that jurisdiction.

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This part of the website contains information that has been prepared for the purposes of complying with English law and the AIM Rules for Companies and the information disclosed may not be the same as that which would have been disclosed if this information had been prepared in accordance with the laws and regulations of any jurisdiction outside England.

Cautionary Note Regarding Forward-Looking Statements

The materials on this part of the website may contain forward-looking statements with respect to the financial condition, results of operations and business of the Company and certain plans and objectives of the Company's Board of Directors (the "Board"). These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward looking statements often use words such as “anticipate”, “target” “expect”, “estimate”, “intend”, “plan”. “goal”, “believe”, “will”, “may”, “should”, “would”, “could” or other words of similar meaning. These statements are based on assumptions and assessments made by the Board in light of its experience and perception of historical trends, current conditions, expected future developments and other factors it believes appropriate. By their nature, forward-looking statements involve risk and uncertainty, and the factors described in the context of such forward-looking statements in this document could cause actual results or developments to differ materially from those expressed in or implied by such forward-looking statements.

Responsibility

In relation to the Tender Offer-related materials accessible on this area of the website, please note any statement of responsibility contained therein.
The documents included in this part of the website issued or published by the Company speak only at the specified date of the relevant document and the Company has, and accepts, no responsibility or duty to update or revise such documents.
If you are in any doubt about the contents of this part of the website or the action you should take, you should seek your own financial advice from an appropriately authorised independent financial adviser.

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