XLMedia : Successful placing of 16m shares to raise £31.7m

THIS ANNOUNCEMENT IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, ISRAEL OR ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SHARES OR OTHER SECURITIES OF XLMEDIA PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. PLEASE SEE THE APPENDIX AT THE END OF THIS ANNOUNCEMENT.

XLMedia PLC

('XLMedia' or 'the Group' or 'the Company')

Successful placing of 16m ordinary shares to raise £31.7m

XLMedia (AIM: XLM), a leading provider of digital performance marketing, is pleased to announce that further to its announcement on 16 January 2018 regarding the proposed placing of new ordinary shares of US$ 0.000001 in the Company ('Ordinary Shares'), the Company has conditionally placed 16,000,000 Ordinary Shares (the 'Placing Shares') at a price of 198 pence per Ordinary Share, raising gross proceeds of approximately £31.7 million (the 'Placing'). The Placing Shares represent approximately 7.8% of the Company's current issued share capital.

Completion of the Placing is conditional on, amongst other things,admission of the Placing Shares to trading on AIM ('Admission'). Admission is expected to occur on 22 January 2018.

Joh. Berenberg, Gossler & Co. KGLondon Branch ('Berenberg') acted as sole bookrunner to the Company on the Placing.

Following completion of the Placing and Admission , the Company has agreed, inter alia,that it will not issue any further shares for cash for a period of 90 days following Admission without Berenberg's consent.

Chief Executive Officer of XLMedia, Ory Weihs, commented:

'We are delighted to have received such strong support from both existing and new shareholders as we continue to see a significant opportunity to grow XLMedia both organically and through acquisition.

'This fundraising will enable us to fully capitalise on acquisition opportunities we have identifiedin key verticals.'

AIM Application and Total Voting Rights

Application has been made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. It is expected that Admission will occur and dealings will commence at 8.00 a.m. on or around 22 January 2018. The Placing Shares will rank pari passu in all respects with each other and with the existing Ordinary Shares.

Following Admission, the Company's issued share capital will consist of 220,352,402 Ordinary Shares with a nominal value of US$0.000001 each ('Ordinary Shares'). The Company does not hold any Ordinary Shares in treasury.

The above figure of 220,352,402 Ordinary Shares 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 in their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

This announcement contains inside information as defined in Article 7 of the Market Abuse Regulation No. 596/2014 ('MAR'). Upon the publication of this announcement, this inside information is now considered to be in the public domain.

For further information, please contact:

Further information

Berenberg, which is authorised by the German Federal Financial Conduct Authority and subject to limited regulation by the Financial Conduct Authority ('FCA'), is acting exclusively 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 its clients nor for providing advice in connection with the matters contained in this announcement.

Cenkos, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and for no‐one else, and will not be responsible to any other person for providing the protections afforded to its clients nor for providing advice in connection with the matters contained in this announcement.

Members of the general public are not eligible to take part in the Placing. This announcement and any offer of securities to which it relates are only addressed to and directed at persons who (i) have professional experience in matters relating to investments who fall within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) ('Order'); or (ii) fall within article 49(2)(a) to (d) of the Order or (iii) are persons to whom an offer of the Placing Shares may otherwise lawfully be made (all such persons together being referred to as 'Relevant Persons'). The information regarding the Placing set out in this announcement must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

This announcement (including the Appendix) does not constitute or form part of any offer or any solicitation to purchase or subscribe for securities in the United States. The Placing Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended ('Securities Act'), or under the securities laws of any state or other jurisdiction of the United States, and, absent registration, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and the securities laws of any relevant state or other jurisdiction of the United States. There will be no public offering of, or invitation to the public in respect of, the Placing Shares in the United States or elsewhere.

The distribution of this announcement and the offering or sale of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by Berenberg, Cenkos or their agents or affiliates that would, or which is intended to, permit a public offer of, or invitation to the public in respect of, the Placing Shares in any jurisdiction 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 Berenberg and Cenkos to inform themselves about and to observe any applicable restrictions.

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 Berenberg, Cenkos nor by any of their respective affiliates, partners or agents (or any of their respective directors, officers, employees or advisers), as to or in relation to, the contents, 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, or any other statement made or purported to be made by or on behalf of either of Berenberg or Cenkos or any of their respective affiliates in connection with the Company or the Placing, and any liability therefor is expressly disclaimed.

Berenberg, Cenkos and each of their respective affiliates accordingly disclaim all and any liability, whether arising in tort, contract or otherwise (save as referred to above) in respect of any statements or other information contained in this announcement.

No prospectus or offering document has been or will be prepared in connection with the Placing. Any investment decision to buy securities in the Placing must be made solely on the basis of publicly available information. Such information is not the responsibility of and has not been independently verified by Berenberg, Cenkos or any of their agents or affiliates.

Forward-looking statements

This announcement contains statements about the Group that are or may be deemed to be 'forward-looking statements'.

All statements, other than statements of historical facts, included in this announcement may be forward-looking statements. Without limitation, any statements preceded or followed by, or that include, the words 'targets', 'plans', 'believes', 'expects', 'aims', 'intends', 'will', 'may', 'should', 'anticipates', 'estimates', 'projects', 'would', 'could', 'continue' or words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements include, without limitation, statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects and (ii) business and management strategies and the expansion and growth of the operations of the Company.

These forward-looking statements are not guarantees of future performance. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of any such person, or industry results, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. Investors should not place undue reliance on such forward-looking statements and, save as is required by law or regulation (including to meet the requirements of the AIM Rules, MAR, the Prospectus Rules and/or the FSMA), the Company does not undertake any obligation to update publicly or revise any forward-looking statements (including to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based). All subsequent oral or written forward-looking statements attributed to the Company or any persons acting on its behalf are expressly qualified in their entirety by the cautionary statement above. All forward-looking statements contained in this announcement are based on information available to the Directors of the Company at the date of this announcement, unless some other time is specified in relation to them, and the posting or receipt of this announcement shall not give rise to any implication that there has been no change in the facts set forth herein since such date.

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ('MiFID II'); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the 'MiFID II Product Governance Requirements'), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any 'manufacturer' (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of (a) retail investors, (b) investors who meet the criteria of professional clients and (c) eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the 'Target Market Assessment'). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offer. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Berenberg will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.