NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, TO US PERSONS OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, SOUTH AFRICA OR JAPAN, OR ANY MEMBER STATE OF THE EEA, OR ANY OTHER JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR MATERIALS RELATING TO THE RETAIL OFFER AS A FINANCIAL PROMOTION IS ONLY BEING MADE TO, AND MAY ONLY BE ACTED UPON BY, THOSE PERSONS IN THE UNITED KINGDOM FALLING WITHIN ARTICLE 43 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (WHICH INCLUDES AN EXISTING MEMBER OF BLACKBIRD PLC). ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND WILL BE ENGAGED IN ONLY BY SUCH PERSONS. THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF BLACKBIRD PLC.
7 July 2025
Blackbird plc
(the "Company")
Result of Retail Offer
Posting of Notice of General Meeting
On 3 July 2025 Blackbird plc (AIM:BIRD), the technology licensor, developer and seller of both the market-leading cloud native video editing platform, Blackbird, and the multiplayer editor in a browser, elevate.io, announced that it had conditionally raised gross proceeds of approximately £2 million pursuant to a Placing and Subscription and separately launched the Retail Offer to existing shareholders of the Company via the Bookbuild Platform.
The Retail Offer closed at 9.00 a.m. today, and the Directors are pleased to announce that it has raised £129,163.83 (before expenses). Therefore, the Retail Offer will result in the issue of a total of 4,305,461 Retail Offer Shares at the Issue Price, conditionally raising gross proceeds of approximately £0.13 million. As a result, the Company has conditionally raised a total of approximately £2.13 million (before expenses) pursuant to the Fundraising.
Notice of General Meeting and posting of Circular
Completion of the Retail Offer, the Subscription and the Conditional Placing are subject to, inter alia, the passing of a Resolution at a General Meeting of the Company to enable the allotment of new Ordinary Shares pursuant to the Conditional Placing, the Subscription and the Retail Offer.
The Company will today post a circular to shareholders containing details of the Fundraising and incorporating the notice of General Meeting of the Company to be held at 10.00 a.m. on 24 July 2025 (the "Circular"). A copy of the Circular will be available on the Company's website later today at www.blackbird.video/investor-relations/ .
Admission to AIM
As announced by the Company on 3 July 2025, the Placing has been carried out in two tranches. Admission of the first tranche (the 38,707,718 Firm Placing Shares) to trading on AIM ("First Admission") is expected to be at 8.00 a.m. on 8 July 2025. On First Admission, the total number of Ordinary Shares and voting rights in the Company will be 425,784,906.
Application will be made to the London Stock Exchange plc for the 4,305,461 Retail Offer Shares, the 4,499,997 Subscription Shares and the 23,458,942 Conditional Placing Shares to be admitted to trading on AIM ("Second Admission"). Subject to the passing of the Resolution, it is expected that Second Admission will become effective and dealings in the 4,305,461 Retail Offer Shares, the 4,499,997 Subscription Shares and the 23,458,942 Conditional Placing Shares will commence on AIM at 8.00 a.m. on 28 July 2025.
Total voting rights
On Second Admission, the Company's issued ordinary share capital will consist of 458,049,306 Ordinary Shares, with one vote per share. The Company does not hold any Ordinary Shares in treasury. Therefore, on Second Admission, the total number of Ordinary Shares and voting rights in the Company will be 458,049,306. With effect from Second Admission, this figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.
Capitalised terms used but not defined in this announcement have the same meanings as set out in the Company's announcements on 3 July 2025.
For further information, please contact:
| Blackbird plc |
Tel: +44 (0)20 8879 7245 |
| Ian McDonough, Chief Executive Officer |
|
| Stephen White, Chief Operating and Financial Officer |
|
| |
|
| Allenby Capital Limited (Nominated Adviser and Broker) |
Tel: +44 (0)20 3328 5656 |
| Nick Naylor / Piers Shimwell (Corporate Finance) |
|
| Amrit Nahal / Guy McDougall (Sales and Corporate Broking) |
|
About Blackbird plc
Blackbird plc operates in the fast-growing SaaS, Media and Entertainment and content creation markets. Blackbird plc's patented technology allows for frame accurate navigation, playback, viewing and editing in the cloud and it has two products.
Blackbird Ⓡ a market leading suite of cloud-native computing applications, is used by rights holders, broadcasters, sports and news video specialists, live events and content owners, post production houses, other mass market digital video channels and corporations.
elevate.io is the company's new online collaborative content creation platform currently in general release. elevate.io is built using Blackbird's core technology and is aimed at professional teams and the fast growing Creator Economy.
Blackbird plc also licences its core video technology, under its 'Powered by Blackbird' licensing model, enabling video companies to accelerate their path to true cloud business models.
www.linkedin.com/company/blackbird-cloud
www.twitter.com/blackbirdcloud
www.youtube.com/c/blackbirdcloud
This announcement should be read in its entirety. In particular, the information in the "Important Notices" section of the announcement should be read and understood.
Important Notices
The Retail Offer was only open to investors in the United Kingdom who fall within Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (which includes an existing member of the Company).
This announcement and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia (the "United States" or "US")), Australia, Canada, New Zealand, Japan, the Republic of South Africa, any member state of the EEA or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction.
The Retail Offer Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act") or under the applicable state securities laws of the United States and may not be offered or sold directly or indirectly in or into the United States or to or for the account or benefit of any US person (within the meaning of Regulation S under the US Securities Act) (a "US Person"). No public offering of the Retail Offer Shares is being made in the United States. The Retail Offer Shares are being offered and sold outside the United States in "offshore transactions", as defined in, and in compliance with, Regulation S under the US Securities Act. In addition, the Company has not been, and will not be, registered under the US Investment Company Act of 1940, as amended.
This announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for Retail Offer Shares in the United States, Australia, Canada, New Zealand, Japan, the Republic of South Africa, any member state of the EEA or any other jurisdiction in which such offer or solicitation is or may be unlawful. No public offer of the securities referred to herein is being made in any such jurisdiction.
The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
Allenby Capital Limited ("Allenby Capital") which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company and for no-one else and will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the Retail Offer and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in connection with the Retail Offer, Second Admission and the other arrangements referred to in this announcement.
The value of Ordinary Shares and the income from them is not guaranteed and can fall as well as rise due to stock market and currency movements. When you sell your investment, you may get back less than you originally invested. Figures refer to past performance and past performance is not a reliable indicator of future results. Returns may increase or decrease as a result of currency fluctuations.
Certain statements in this announcement are forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which the Company's businesses operate to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given those risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements.
These forward-looking statements speak only as at the date of this announcement and cannot be relied upon as a guide to future performance. Each of the Company and Allenby Capital expressly disclaims any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect actual results or any change in the assumptions, conditions or circumstances on which any such statements are based unless required to do so by the Financial Conduct Authority, the London Stock Exchange or applicable law.
The information in this announcement is for background purposes only and does not purport to be full or complete. None of Allenby Capital or any of its directors, employees or other affiliates, accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. Allenby Capital and its directors, employees and other affiliates, accordingly disclaims all and any liability whether arising in tort, contract or otherwise which it might otherwise be found to have in respect of this announcement or its contents or otherwise arising in connection therewith.
Any indication in this announcement of the price at which the Ordinary Shares have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that earnings or target dividend per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings or dividends per share of the Company.
Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this announcement. The Retail Offer Shares to be issued or sold pursuant to the Retail Offer will not be admitted to trading on any stock exchange other than the London Stock Exchange.
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