Result of Placing
SAN FRANCISCO, CALIF.— 9 November, 2011 — blinkx, the world’s largest and most advanced video search engine, is pleased to announce the successful completion of the placing (the “Placing”) announced earlier today.
A total of 7,000,000 new ordinary shares in blinkx (the “Placing Shares”) have been placed by Citigroup Global Markets U.K. Equity Limited, with new and existing institutional shareholders at a price of 134 pence per Placing Share (the “Placing Price”). Based on the Placing Price, the gross proceeds of the Placing will be approximately £9.4 million (US$15.1 million). The Placing Shares being issued represent approximately 1.94% of the expected enlarged issued ordinary share capital of the Company.
The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing ordinary shares of blinkx, including the right to receive all dividends and other distributions declared, made or paid after the date of issue.
Issue of New Shares
Application has been made to London Stock Exchange plc for admission to trading of the Placing Shares on AIM, a market of London Stock Exchange plc (“AIM”) (“Admission”).
It is expected that Admission will become effective on or around 14 November 2011 and that dealings in the Placing Shares will commence at that time.
Total Voting Rights
For the purposes of the Disclosure and Transparency Rules, the Company’s total issued share capital following the completion of the Placing will consist of 361,107,548 ordinary shares of 1p each with one voting right per share. There are no shares held in treasury.
The above figure may be used by shareholders 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 Company, under the Disclosure and Transparency Rules.
blinkx plc +44 (0)1223 488500
Suranga Chandratillake, Founder and CEO +1 (415) 655 1450
Frances Smith, Company Secretary
Citigroup Global Markets U.K. Equity Limited +44 (0)207 986 4000
(NOMAD and Broker for blinkx plc)
FTI Consulting +44 (0)20 7831 3113
blinkx plc (LSE AIM: BLNX) is the world’s largest and most advanced video search engine. Today, blinkx has indexed more than 35 million hours of audio, video, viral and TV content, and made it fully searchable and available on demand. blinkx’s founders set out to solve a significant challenge – the growing amount of TV and user-generated content on the Web means keyword-based search technologies only scratch the surface. blinkx’s patented search technologies listen to—and even see—video on the Web, helping users enjoy a breadth and accuracy of search results not available elsewhere. In addition, blinkx powers the video search for many of the world’s most frequented sites. blinkx is based in San Francisco and London. More information is available at www.blinkx.com.
This announcement is for information only and, save as expressly set out herein, does not constitute an offer or invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities or investment advice in any jurisdiction in which such an offer or solicitation is unlawful, including without limitation, the United Kingdom, Australia, Canada or Japan. Persons needing advice should consult an independent financial adviser.
This announcement has been issued by and is the sole responsibility of blinkx plc (the “Company”). Citigroup Global Markets U.K. Equity Limited (“Citi”), which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for the Company and for no-one else in relation to the Placing, and will not be responsible to any other person for providing the protections afforded to each of its respective clients nor for providing advice in connection with the Placing. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Citi or by any of its affiliates or agents as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
The distribution of this announcement and the placing of the Placing Shares as set out in this announcement in certain jurisdictions may be restricted by law. No action has been taken by the Company or Citi that would permit an offering of the Placing Shares or possession or distribution of this announcement or any other offering or publicity material relating to the Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company and Citi to inform themselves about, and to observe, such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement is directed only at persons (i) having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (ii) who are high net worth entities falling within Article 49(2)(a) to (d) of the Order, and other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as “relevant persons”). This announcement must not be acted or relied on in the United Kingdom by persons who are not relevant persons.
In member states of the European Economic Area (“EEA”), this announcement is only addressed to and directed at persons who are ‘qualified investors’ within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) (the “Prospectus Directive”) (“Qualified Investors”).
This announcement is not an offer of securities for sale in the United States. The Placing Shares may not be offered, sold or transferred, directly or indirectly, within the United States absent registration under the US Securities Act of 1933 (the “Securities Act”) or an exemption therefrom. The Company has not registered and does not intend to register any of the Placing Shares under the US Securities Act. The Placing Shares will not be sold to the public in the United States.
Subject to certain exceptions, this announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire securities of the Company in Australia, Canada, South Africa or Japan or any jurisdiction in which such an offer or solicitation is unlawful. No money, securities or other consideration is being solicited and, if sent in response to the information herein, will not be accepted. There will be no public offer of any securities of the Company.
Any indication in this announcement of the price at which ordinary shares have been bought or sold in the past cannot be relied upon as a guide to future performance. No statement in this announcement is intended to be a profit or production forecast and no statement in this announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.
This announcement contains (or may contain) certain forward-looking statements with respect to certain of blinkx plans and its current goals and expectations relating to its future financial condition and performance and which involve a number of risks and uncertainties. blinkx cautions readers that no forward-looking statement is a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements sometimes use words such as ‘aim’, ‘anticipate’, ‘target’, ‘expect’, ‘estimate’, ‘intend’, ‘plan’, ‘goal’, ‘believe’, or other words of similar meaning. Examples of forward-looking statements include, among others, statements regarding blinkx future financial position, income growth, impairment charges, business strategy, projected levels of growth in its markets, projected costs, estimates of capital expenditure, and plans and objectives for future operations of blinkx and other statements that are not historical fact.
By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, including, but not limited to, UK domestic and global economic and business conditions, the effects of continued volatility in credit markets, market-related risks such as changes in interest rates and exchange rates, the policies and actions of governmental and regulatory authorities, changes in legislation, the further development of standards and interpretations under International Financial Reporting Standards (“IFRS”) applicable to past, current and future periods, evolving practices with regard to the interpretation and application of standards under IFRS, the outcome of pending and future litigation, the success of future acquisitions and other strategic transactions and the impact of competition - a number of which factors are beyond blinkx control. As a result, blinkx actual future results may differ materially from the plans, goals, and expectations set forth in blinkx forward-looking statements. Any forward-looking statements made herein by or on behalf of blinkx speak only as of the date they are made. Except as required by the FSA, AIM or applicable law, blinkx expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement to reflect any changes in blinkx expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.
Conditions of the Placing
The Placing is conditional upon, amongst other things, admission of the placing shares to trading on AIM becoming effective (“Admission”) on or before 14 November 2011. Citi may terminate the placing in certain circumstances, including amongst others, if there has occurred a material adverse effect prior to Admission.