Not to be published, distributed, released or disseminated, directly or indirectly, in or into the United States of America, Canada, Australia, South Africa or Japan, or any other jurisdiction in violation of the relevant laws of such jurisdiction. This press release is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy securities in any jurisdiction.
Regulatory News:
Llama Group SA (Euronext Growth Paris and Brussels: ALLAM), ("Llama Group" or the "Company"), a digital music company and owner of the Winamp platform, today announces the successful completion of its capital increase for a total gross amount of 1.000.000, subscribed by a limited number of investors (the "Private Placement").
The capital increase via private placement for an amount of 1.000.000 raised the Company's share capital from 29.859.118,30 to 30.859.119,10 via the issuance of 1.666.668 new ordinary shares (the "New Shares") at a subscription price of 0,60 per share. As the issue price is below the accounting par value, the entire subscribed amount was allocated to the "capital" account, without any share premium, so that all shares both existing and new have the same accounting par value after completion.
The New Shares have been admitted to trading on Euronext Growth Brussels and Euronext Growth Paris on the same listing line as the Company's existing shares already listed under the ISIN code: BE0974334667.
Following this successful completion of the capital increase via private placement, the Board of Directors will convene an Extraordinary General Meeting that will take place no later than forty (40) days following the completion, during which the shareholders shall resolve on the issuance of 1.666.668 subscription rights ("Warrants") in favour of the investors who subscribed to the capital increase, without preferential subscription rights for existing shareholders. Each Warrant will entitle its holder to subscribe to one new ordinary share at an exercise price of 0,80 €, in accordance with the terms agreed between the Company and the investors. If a holder wishes to exercise its Warrants, it may do so only once for all Warrants owned by such holder, within five (5) years following the date on which the Warrants will have been effectively issued.
The Company has committed to a 45-day standstill on the issuance of New Shares and transfer of shares of the Company, and the reference shareholder Maxximum SA has committed to a 60-day standstill on the transfer of shares of the Company, subject to customary and market-based exceptions.
Financial Advisors
Maxim Group LLC acted as placement agent and Allegra Finance acted as listing sponsor in the context of the Private Placement. The Private Placement is governed by agreements entered into between the Company and the placement.
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About Llama Group
Llama Group is a pioneer and leader in the digital music industry. With extensive expertise across various sectors, the group owns the iconic Winamp platform, the Bridger copyright management company, and the Jamendo music licensing company. Llama Group's ambition is to build the future of the music industry through sustained investment in a range of innovative solutions and in the talent and skills of people who love music. The group stands by its brand values: empowerment, access, simplicity, and fairness. Winamp's vision is a world where a cutting-edge music platform connects artists and their fans like never before. Bridger's mission is to support songwriters and composers by providing a simple and innovative solution for collecting royalties. Jamendo enables independent artists to generate additional income through commercial licenses. Finally, Hotmix offers a bouquet of more than sixty thematic and free digital radio stations.
Disclaimer
This press release is for information purposes only. This press release does not constitute, and shall not be deemed to constitute, an offer to the public, an offer to subscribe or a solicitation of interest to the public with a view to a public offering of financial securities.
The information set out above does not constitute and should not be considered as constituting a public offer, a subscription or purchase offer, or a solicitation of public interest in connection with a public offering of financial securities requiring the publication of a prospectus approved by the Financial Markets Authority (Autorité des Services et Marchés Financiers).
The publication of this information in certain countries may constitute a breach of applicable legal provisions. This information must not be published, transmitted, released, or distributed, directly or indirectly, in or into the United States of America (including its territories and possessions), Canada, Australia, South Africa or Japan, or any other jurisdiction in violation of the relevant laws of such jurisdiction..
The information made available above does not constitute an offer to sell or a solicitation of an offer to buy securities of the Company in the United States, Canada, Australia, South Africa, Japan, or in any other jurisdiction where such an offer or solicitation would be unlawful.
The offering of the securities of the Company described in this press release is exclusively reserved to qualified investors, as provided in section Terms of the Private Placement of this press release.
With respect to the member states of the European Economic Area, no action has been or will be taken to permit a public offering of the securities of the Company described in this press release that would require the publication of a prospectus in any such member state. Consequently, the securities of the Company described in this press release may not and will not be offered in any member state, except in accordance with the exemptions provided for in Article 1(4) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017, as amended (the "Prospectus Regulation") or in other cases not requiring the publication of a prospectus by the Company under Article 3 of the Prospectus Regulation and/or applicable regulations in such member state.
Without prejudice to any prohibitions in other jurisdictions, securities may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or an exemption from such registration. The securities of the Company described in this press release have not been and will not be registered under the U.S. Securities Act, and the Company does not intend to make any public offering of securities described in this press release in the United States.
View source version on businesswire.com: https://www.businesswire.com/news/home/20250709473122/en/
Contacts:
Investors Relations
Olivier Van Gulck
investors@llama-group.com
