All ThingsConsidered - Fundraising of £8.6m, move to AIM and Notice of GM

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19 November 2025

All Things Considered Group plc

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

Equity fundraising of £8.6 million and admission to trading on AIM

Board changes and appointment of COO

Notice of General Meeting

The Board of All Things Considered Group plc (AQSE: ATC), a progressive, independent music company which delivers representation, services and creative commercial solutions, is pleased to announce a conditional equity fundraising of £8.6 million (before expenses) by way of a placing (the "Placing") and subscription (the "Subscription") (together, the "Fundraising") of a total of 6,880,000 new ordinary shares of £0.01 each in the Company ("Fundraising Shares") at a price of 125 pence per Fundraising Share (the "Issue Price"). 

In addition, as it moves to its next phase of growth and in conjunction with the Fundraising, ATC is applying for its ordinary shares of £0.01 each ("Ordinary Shares") to be admitted to trading on AIM ("Admission") and, at the same time, the admission of the Ordinary Shares to the Aquis Growth Market will be withdrawn. 

The Fundraising and the Admission are conditional upon certain resolutions being passed at a general meeting of the Company to be held on 8 December 2025 (the "General Meeting") in order to provide the directors with sufficient authority to issue and allot the Fundraising Shares.

Allenby Capital Limited ("Allenby Capital") is acting as Nominated Adviser and Broker in connection with the Fundraising and Admission and Ocean Wall Limited ("Ocean Wall") is acting as a Placing Agent.

Highlights

Adam Driscoll, CEO of ATC, commented: "The Group's integrated model, developed through acquisitions and partnerships, has been purpose-built for the new data-driven era of music. ATC is now well positioned to harness and activate its artists' fan data and unlock opportunities as part of the next trajectory of growth in the industry. With over 900 artist relationships across Group activities, we find ourselves in the privileged position of working with some of the music industry's most exciting talent.

"We now have an established footprint across different points of the music value chain that gives us an ability to make sense of the multiple ways in which fans and artists engage with each other. The funds raised will help accelerate our early-mover advantage in this 'direct to fan' space alongside the growth of our key business operations.

"Given our firm belief that the direct relationship between the artist and their fans is going to be a key driver of music industry economics over the coming years, we are delighted to welcome James Patterson to the senior management team as Chief Operating Officer. His career has been driven by a determination to build better client/customer relationships using data as a key facilitator. Most recently he played a leading role as Vice President of Global Operations at The Trade Desk, a company that became a multi-billion dollar NASDAQ listed company during his tenure and is now a key player in the data-led advertising industry.

"Our move to AIM is the natural evolution in supporting the Group's long-term growth ambitions and enhancing visibility in the capital markets. We have been delighted with the strong support shown by existing and new shareholders in the Fundraising. We remain excited about future prospects for the Group."

Background to the Fundraising and use of proceeds

The global music industry, with revenues projected to nearly double to around US$200 billion by 2035, is undergoing significant transformation driven by technological innovations, shifting consumer demands, and an increasing recognition that the future of the industry lies with the artist and their ability to engage directly with their fanbase. ATC is prominent in the artist management and live agency space, while simultaneously expanding into adjacent services that ATC believes are critical to delivering both the creative and commercial ambitions of artists, such as merchandising, live events, and, increasingly, the conception and production of experiential entertainment.

On 26 September 2025, the Company announced its unaudited interim results for the six months ended 30 June 2025 ("H1 2025"). As detailed in those results, ATC has delivered a resilient performance in H1 2025, due to the Group's integrated suite of services for artists driving commercial momentum and continued execution of the Group's organic and inorganic growth strategy. The Group saw a rise from 36 to 65 artists now using two or more of the Group's three service divisions (Representation, Services and Events) and an 81% increase in cross-service revenue compared to the prior six month period, a pattern that has continued into the second half of 2025 and is a key facet of future organic growth.

In addition, in H1 2025 the Group completed two strategic acquisitions that expanded its capabilities across the live and artist representation value chain: Brighton-based music venues Concorde 2 and Volks; and the music management and record label company, Easy Life Entertainment. These acquisitions align with the Group's core strategy and create enhanced opportunities for cross-service monetisation, content creation, and deeper artist partnerships.

The Group is now engaged with over 900 artist clients across a range of activities that are central to a new music industry opportunity - the monetisation of the artist/fan relationship. With deep sector knowledge in multiple components of an artist's career including management, live, direct-to-fan services and events, the Group is positioned to harness and monetise aggregated fan data across these traditionally disparate commercial streams, which the directors of ATC ("Directors") believe is increasingly becoming the lifeblood of the artist's business. The Directors believe that an artist's fan data should be controlled by the artist and that managers are central to using that data to deliver on the direct-to-fan opportunity for the artist's business.

ATC intends to deliver a proprietary B2B system to unlock and activate this fan data, creating an artist-first data engine leading to stronger fan engagement and greater commercial impact. An example of the Group's capability in this area was recently demonstrated when a client decided to tour an exclusive 20-date run across five European cities to a combined audience of approximately 320,000 attendees, after a significant hiatus.  Knowing that the demand for tickets would significantly outstrip supply it presented a unique opportunity for the band to deepen their direct relationship with fans.  Working with ATC, the band implemented a private ballot system to ensure fair ticket distribution and minimise unnecessary fan travel.

ATC led the planning and execution of the ticketing strategy, prioritising genuine fans while limiting ticket scalping through a secure verification system powered by OpenStage. As predicted, demand far exceeded supply, and successful applicants received unique purchase codes granting access to tickets for their allocated venue. Through this approach, the band increased their directly contactable fanbase by more than 400%, with 88% of applicants opting in to receive marketing communications. The process protected the integrity of the artist-fan relationship and generated accurate fan data to support future direct engagement strategies.

Current trading and outlook

Over the last 12 months, the Group has demonstrated its ability to drive growth, generating higher revenues from artists, reinforcing margins for services, and with new inbound artists engaging with ATC. The Directors believe that accelerating deeper technology integration across service lines will deliver greater access to fan data, with artists finally sitting at the centre of their own ecosystem, thereby opening up new commercial and growth opportunities for both artists and ATC.

The Group's current trading remains in line with management expectations and in line with the traditional weighting towards the second half of the year, reflecting the seasonal timing of core activities, including major events, festivals and touring. H1 2025 and the period since have been a time of substantial development and the Group is now beginning to see the clear benefits of its strategy as more artists engage with its range of service offerings.  

Growth strategy

The Group's growth strategy focuses on expanding its integrated approach to talent management, live booking, live-streaming and artist services while continuing to deepen relationships with artists across multiple service lines.

Through this approach, the Group aims to enable artists to maximise their commercial potential by harnessing and optimising additional sources of fan data, whilst broadening its participation across the music industry's multiple revenue streams.

To deliver its growth strategy, the Group will build artist first ecosystems at scale and continue to employ the following strategies in the respective service areas:

The net proceeds of the Fundraising will provide the Company with additional working capital and a strengthened balance sheet to continue this strategy, and primarily be used to:

Details of the Fundraising

The Fundraising will comprise the issue of 6,880,000 new Fundraising Shares at the Issue Price to conditionally raise £8.6 million before expenses for the Company (approximately £7.65 million after expenses, excluding VAT). The Fundraising will comprise £7.475 million via the Placing of 5,980,000 new Ordinary Shares (the "Placing Shares") and £1.125 million via the Subscription to 900,000 new Ordinary Shares (the "Subscription Shares"), all at the Issue Price.

The issue and allotment of the Fundraising Shares is conditional, inter alia, upon i) the passing of the Resolutions to authorise such issue and allotment and to disapply pre-emption rights in relation to the Fundraising Shares, to be put to shareholders at the General Meeting; and ii) the Fundraising Shares and the existing Ordinary Shares to be admitted to trading on AIM ("Admission") on or before 8.00 a.m. on 17 December 2025 (or such later date as Allenby Capital, Ocean Wall and the Company may agree being not later than 8.00 a.m. on 31 December 2025) and the concurrent withdrawal of the Ordinary Shares from trading on the Aquis Growth Market. Accordingly, if any of such conditions are not satisfied or, if applicable, waived, the Fundraising will not proceed.

When issued, the Fundraising Shares will represent approximately 29 per cent. of the enlarged share capital of the Company and will rank pari passu with the existing Ordinary Shares.

The Issue Price represents a discount of approximately 11 per cent. to the mid-market closing price of 140p per Ordinary Share on 18 November 2025, being the latest practicable date prior to the publication of this announcement.

The Company, the Directors, Allenby Capital and Ocean Wall have entered into a placing agreement pursuant to which Allenby Capital and Ocean Wall have, subject to certain conditions, procured subscribers for the Placing Shares at the Issue Price (the "Placing Agreement"). The Placing Agreement contains provisions entitling Allenby Capital or Ocean Wall to terminate the Placing (and the arrangements associated with it), at any time prior to  Admission in certain circumstances, including in the event of a material breach of the warranties given in the Placing Agreement, the failure of the Company to comply with its obligations under the Placing Agreement, or the occurrence of a material adverse change affecting the condition or business or prospects of the Company. If this right is exercised, the Placing and Admission will not proceed and any monies that have been received in respect of the Placing will be returned to the applicants without interest and Admission will not occur. The Company has agreed to pay Allenby Capital and Ocean Wall a placing commission and all other costs and expenses of, or in connection with, the Fundraising and Admission. The Placing and Subscription are not being underwritten by Allenby Capital, Ocean Wall or any other person.

In consideration of the services provided by Allenby Capital and Ocean Wall and conditional on Admission and the Resolutions being passed, the Company has agreed to pay certain fees, commissions and expenses to each of Allenby Capital and Ocean Wall and to issue an aggregate of 116,000 warrants to subscribe for new Ordinary Shares at the Issue Price, exercisable within three years.

Director and management subscriptions

Craig Newman, Co-founder and Director of ATC, and James Patterson, newly appointed Group COO,  have confirmed that they intend to subscribe for £585,000 and £100,000 of new Ordinary Shares respectively in the Subscription at the Issue Price, which is expected to complete alongside the Placing subject to the passing of the Resolutions (the "Management Subscription").

Since Craig Newman is a director of the Company and James Patterson is a director of a subsidiary within the Group, the Management Subscription will constitute a related party transaction pursuant to the Aquis Growth Market Apex Rulebook. The Directors of the Company (other than Craig Newman) having exercised reasonable care, skill and diligence, consider that the proposed related party transaction is fair and reasonable as far as the shareholders of the Company are concerned.

Notice of General Meeting

In order to implement the Fundraising, the Directors will require further authorities, under sections 551 and 571 (respectively) of the Companies Act, to issue and allot the Fundraising Shares and to disapply statutory pre-emption rights in respect of such allotments, for which the Resolutions will be proposed at the General Meeting.

Additional resolutions will be proposed at the General Meeting to renew and replace a number of the authorities obtained at the Company's last annual general meeting in June 2025, including the general authority to issue up to one third of the Ordinary Share capital as at Admission, of which up to 10 per cent. can be issued for cash on a non-pre-emptive basis without requiring further shareholder approval. Other than in respect of the Fundraising, the Directors have no present intention to exercise this power, but they consider having it in place provides flexibility and would put the Company in a strong position to address any funding requirements in a cost effective and efficient manner. In addition, it is proposed to grant the Directors general authority to issue up to 15 per cent. of the Ordinary Share capital as at Admission without requiring further shareholder approval in connection with the Company's share option scheme.

A circular including a notice containing the Resolutions and convening a General Meeting of the Company, to be held at the offices of the Company at The Hat Factory, 166-168 Camden Road, London NW1 9PT at 10.00 a.m. on 8 December 2025, is expected to be sent to shareholders by 20 November 2025. At the General Meeting, shareholders will be asked to consider the Resolutions, including those referred to above.

Admission to AIM, publication of Schedule One and appendix and withdrawal from AQSE

In light of the Group's continued growth and the expanding opportunities available in its markets, the Board believes that admission to AIM represents a natural next step in the Group's development. The move is to broaden the investor base, while also supporting the Group's long-term growth ambitions. Admission is expected to enhance the Group's visibility within the capital markets, provide greater access to capital, and strengthen its profile with key stakeholders.

Application will be made to London Stock Exchange plc for the Company's existing Ordinary Shares and the Fundraising Shares to be admitted to trading on AIM via the AIM Designated Market route. Accordingly, and pursuant to the AIM Rules for Companies, a Schedule One form is expected to be published today in respect of the proposed admission to trading on AIM and an accompanying appendix will be available on the Company's website later today at www.atcgroupplc.co.uk/investors/.

Subject, inter alia, to the passing of the Resolutions to allot and issue the Fundraising Shares at the General Meeting and completion of the Fundraising, it is currently anticipated that Admission will become effective and that dealings in the Ordinary Shares will commence on AIM at 8.00 a.m. on or around 17 December 2025.

In conjunction with the Admission, the Company announces the proposed withdrawal of its Ordinary Shares from trading on the Apex Segment of the Aquis Stock Exchange ("AQSE") Growth Market with effect from 8.00am on 17 December 2025, in accordance with AQSE Rule 5.3.

Board changes and appointment of COO

The Directors are delighted to announce that upon Admission, Cliff Fluet will be appointed as a Non-Executive Director of the Company. At the same time, Andy Glover will become Chair of the Board and Brian Message and Craig Newman will remain as executive Directors.

The Directors are also delighted to announce that following a six month consultancy role with the Group, James Patterson has been appointed as Chief Operating Officer (COO) (non-Board).

Cliff Fluet

Clifford Gary Fluet (aged 54) is a Partner at the law firm Lewis Silkin. With over 25 years' experience, he advises on digital media, brand entertainment, technology, and innovation, and leads the firm's Media & Entertainment practice while serving on the Partnership Board responsible for innovation. A recognised expert ranked in the Legal 500 Hall of Fame, Fluet has global subject-matter expertise in new forms of rights and catalogue acquisitions and exploitation.

Beyond legal practice, Cliff Fluet is the founder and Managing Director of Eleven Advisory, a strategic and commercial consultancy to media companies across music, sport, film, and entertainment. He helps clients navigate emerging technologies-including artificial intelligence, rights recognition, and immersive entertainment-leveraging an extensive industry network.

Committed to the creative community, he serves with various charities as Vice Chair of Help Musicians and Chair of Music Minds Matter and also chairs Music Technology UK. He now brings this experience to ATC as a Non-Executive Director.

Cliff is currently a director of Music Technology UK Ltd, Musicians Benevolent Fund and 5CL Limited and is a partner of Lewis Silkin LLP. Within the last five years Cliff has been a director of Aces Academies Trust.

There is no further information to be disclosed on Cliff Fluet pursuant to rule 4.9 of the Aquis Growth Market Apex Rulebook.

James Patterson

James Patterson brings more than 10 years' experience in global operational leadership and technology-driven growth having been part of the senior management team of The Trade Desk during its scale-up era from 2013 to 2023.

The Trade Desk was founded as an early-stage AdTech company built around data-driven technology. At the Trade Desk James led the European division before relocating to New York as Vice President of Global Operations during a period when the company's market valuation grew from c.$1bn on its IPO, to c.$35bn in 2023.

James has more recently worked as a business and technology consultant and serves as a Non-Executive Director for Vyde Ltd, a UK based advertising technology platform that develops "conversational advertising" experiences for brands.

In his role at ATC, James will oversee the Group's operational, people and technology functions. He will work closely with the CEO, CGO and CFO to integrate the Group's subsidiaries, align workflows and implement scalable data-driven systems across finance, technology, operations and Integrated Services.

Total voting rights

The Company currently has 16,541,467 Ordinary Shares in issue and on Admission, the Company will have 23,421,467 ordinary shares of 0.1p each in issue, each with one voting right. There are no shares held in treasury. Therefore, upon Admission, the Company's total number of ordinary shares in issue and voting rights will be 23,421,467 and this figure may be used by shareholders from Admission 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 FCA's Disclosure Guidance and Transparency Rules.

Contacts

Notes to Editors

ATC Group is a progressive, independent music company which delivers services  across the key areas of an artist businesses. The Group's operations span artist management, live representation, merchandising, events, promotion and livestreaming. ATC is positioned to harness and activate fan data across the music value chain to empower artists to optimise their commercial opportunities and audience engagement. Headquartered in London, with offices in Los Angeles, New York, and across Europe, ATC combines creative expertise with commercial acumen to drive long-term value for artists.

The Group's key businesses are structured into segments that reflect the growing range of the Group's activities:

For more information see: www.atcgroupplc.com

IMPORTANT NOTICES

Notice to Distributors

UK Product Governance Requirements

Solely for the purposes of the product governance requirements contained within chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements") and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK 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 retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in chapter 3 of the FCA Handbook Conduct of Business Sourcebook ("COBS"); and (ii) eligible for distribution through all permitted distribution channels (the "UK Target Market Assessment"). Notwithstanding the UK 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 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 UK Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the UK Target Market Assessment, the Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the UK Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of chapters 9A or 10A respectively of the COBS; 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 Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the shares and determining appropriate distribution channels.

EU Product Governance Requirements

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended and as this is applied in the United Kingdom ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II and Regulation (EU) No 600/2014 of the European Parliament, as they form part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended; 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 MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Ordinary Shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of retail investors who do not need a guaranteed income or capital protection and investors who meet the criteria of professional clients and 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"). The Ordinary Shares are not appropriate for a target market of investors whose objectives include no capital loss.  Notwithstanding the Target Market Assessment, distributors should note that: the price of the Ordinary Shares may decline and investors could lose all or part of their investment; the Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital projection, 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 Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Allenby Capital and Singer Capital Markets 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 Ordinary Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the shares and determining appropriate distribution channels.

Forward Looking Statements

This announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "anticipates", "targets", "aims", "continues", "expects", "intends", "hopes", "may", "will", "would", "could" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not facts. They appear in a number of places throughout this announcement and include statements regarding the Directors' beliefs or current expectations. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Investors should not place undue reliance on forward-looking statements, which speak only as of the date of this announcement.

Notice to overseas persons

This announcement does not constitute, or form part of, a prospectus or admission document relating to the Company, nor does it constitute or contain any invitation or offer to any person, or any public offer, to subscribe for, purchase or otherwise acquire any shares in the Company or advise persons to do so in any jurisdiction, nor shall it, or any part of it form the basis of or be relied on in connection with any contract or as an inducement to enter into any contract or commitment with the Company.

This announcement is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into Australia, Canada, Japan or the Republic of South Africa or any jurisdiction into which the publication or distribution would be unlawful. This announcement is for information purposes only and does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire shares in the capital of the Company in  Australia, Canada, Japan, New Zealand, the Republic of South Africa or any jurisdiction in which such offer or solicitation would be unlawful or require preparation of any prospectus or other offer documentation or would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.  Persons into whose possession this announcement comes are required by the Company to inform themselves about, and to observe, such restrictions.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America.  This announcement is not an offer of securities for sale into the United States.  The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration.  No public offering of securities is being made in the United States.

General

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) or any previous announcement made by the Company is incorporated into, or forms part of, this announcement.

Allenby Capital, which is authorised and regulated by the FCA in the United Kingdom, is acting as Nominated Adviser and Broker to the Company in connection with the Placing. Allenby Capital will not be responsible to any person other than the Company for providing the protections afforded to clients of Allenby Capital or for providing advice to any other person in connection with the Placing. Allenby Capital has not authorised the contents of, or any part of, this announcement, no representation or warranty, express or implied, is made by Allenby Capital in respect of such contents, and no liability whatsoever is accepted by Allenby Capital for the accuracy of any information or opinions contained in this announcement or for the omission of any material information, save that nothing shall limit the liability of Allenby Capital for its own fraud.

Ocean Wall, which is authorised and regulated by the FCA in the United Kingdom, is acting as Financial Adviser and a placing agent to the Company in connection with the Placing. Ocean Wall will not be responsible to any person other than the Company for providing the protections afforded to clients of Ocean Wall or for providing advice to any other person in connection with the Placing. Ocean Wall has not authorised the contents of, or any part of, this announcement, no representation or warranty, express or implied, is made by Ocean Wall in respect of such contents, and no liability whatsoever is accepted by Ocean Wall for the accuracy of any information or opinions contained in this announcement or for the omission of any material information, save that nothing shall limit the liability of Ocean Wall for its own fraud.