All ThingsConsidered - Acquisition of 55% interest in Raw Power

16 May 2024

All Things Considered Group plc

("ATC", the "Company" or the "Group")

Acquisition of 55% interest in music management company Raw Power

Adds synergies and scale to foundational artist representation division

All Things Considered Group plc (AQSE: ATC), the independent music company housing artist representation and music industry services, announces it has acquired 55 per cent. of the issued share capital of Raw Power Management Limited ("Raw Power"), a UK music management business, for a total consideration of £1.41m in cash (the "Acquisition").

Acquisition Highlights

Background

Founded in 2006, Raw Power is a bespoke music management company working with a roster of internationally successful artists in the rock and alternative music genres, with offices in London and LA. The company was founded by Craig Jennings (CEO), Rod Smallwood and Andy Taylor, who collectively bring a wealth of experience in music representation and management.

Raw Power is wholly-owned by Craig Jennings, Matthew Ash, Don Jenkins, Andy Taylor and Rod Smallwood, all of whom will retain an interest in Raw Power following completion of the Acquisition.

Furthermore, Craig Jennings, Matthew Ash and Don Jenkins have each agreed three-year service contracts with ATC following completion of the Acquisition.

For the year ended 28 February 2023, Raw Power's revenue was £2,271,000 and profit before tax was £326,000.

Terms of the Acquisition

The consideration of £1.41m ("Consideration") for the Acquisition will be paid in full upon completion and will be financed through the Group's existing cash resources.

In addition, pursuant to the Acquisition, ATC has committed a loan facility to Raw Power of up to £1,330,273 (the "Loans"), to enable Raw Power to satisfy certain outstanding liabilities as they fall due (the "Outstanding Liabilities"). The Loans will bear interest of 5 per cent. per annum and will be repaid from the future profits of Raw Power before any dividend is declared.

Subscription

Pursuant to the repayment of certain of the Outstanding Liabilities, Phantom Music Management Limited ("Phantom"), a Raw Power loan note holder, has agreed to subscribe for £200,000 of new ordinary shares in the share capital of ATC (the "Subscription"), on 1 July 2024 at the prevailing mid-market price on that date. A further announcement in relation to the Subscription is intended to be made in due course. Should Phantom not subscribe then certain loans totalling £200,000 will not be payable by the Company to Phantom.

Adam Driscoll, CEO of ATC Group plc, commented: "We are delighted to welcome Raw Power to the Group, bringing new manager talent to the team, strong industry relationships and a growing roster of leading artists. Our artist representation division continues to provide a source of strength as we build a business that can engage with musical talent across multiple service lines, and this acquisition enhances our opportunity. We look forward to supporting the ambitions of Raw Power and its clients."

Craig Jennings, CEO of Raw Power, commented: "Both ATC and Raw Power value integrity, belief in the acts we look after, passion for the music and doing everything for the benefit of our artists. By joining forces with ATC we gain direct relationships to a broad range of leading music services businesses, giving our clients access to a full-service platform from which to drive and have ownership over their careers. This feels like a massive opportunity to take our artists to a whole new level. I feel that together we will be a powerhouse organisation. We are excited by the opportunity this presents."

This Announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014 as retained as part of UK law by virtue of the European Union (Withdrawal) Act 2018 as amended. Upon the publication of this Announcement, this inside information is now considered to be in the public domain. The person responsible for arranging for the release of this announcement on behalf of the Company is Adam Driscoll, CEO.

For more information, please contact:

About ATC

ATC Group is an independent music business company operating internationally with strong business focus in the key commercial areas of music artist's business. The Group encompasses direct artist representation in the form of management and live representation, merchandising,  music promotion, live-streaming and a range of other music services.

The Group is headquartered in London, with offices in the key industry hubs of Los Angeles and New York and also in Europe.

The Group has an established, long-standing client base which, together with innovative new offerings, gives the Directors confidence that the company is well positioned to capitalise on the opportunities emerging from a disrupted music industry.

The Group's key businesses, grouped under three segments, are:

Artist representation

·          ATC Management (Europe and USA) - artist management and development

·          ATC Live - live event booking agency for artists

Services

·          Sandbag - a market leading merchandising and 'Direct to Consumer' business

·          ATC Media - music consultancy and development services

·          Your Army USA - marketing and promotions agency specialising in dance and electronic music

·          Familiar Music - synchronisation agency placing music in films, TV, advertisements and other media

·          Minority interest in Driift - a global livestreaming operator

Live Events and Experiences

·          ATC Experience - developing live theatrical events and digital experiences with artists

·          McKeown Asset Limited -promoter of live music events and festival management

 For more information see: www.atcgroupplc.com