Photo Credit: Concrete Playground
Vinyl Group has announced it has executed a Head of Agreement to acquire Concrete Playground—a digital city guide to curate events in Sydney, Melbourne, Brisbane, Auckland, and Wellington.
The agreement is subject to entering into a Share Sale Agreement for a total consideration of $5 million, comprised of $3.5 million in cash and $1.5 million in scrip. The Concrete Playground platform complements The Brag Media’s go-to-market strategy by tapping into a similar agency network, yet serving a distinct set of clients and briefs.
Under the terms of the HoA, Vinyl Group would acquire 100% of the issued capital in Concrete Playground in exchange for $3.5 million in cash and $1.5 million shares in accordance with the terms of a Share Sale Agreement to be entered into by the parties. The number of consideration shares to be issues will be calculated based on the 15 day volume weighted average price of Vinyl Group shares on the ASX for the period immediately preceding the HoA execution date.
This would result in the issue of 12,676,413 ordinary shares at a price of $0.11833 per share. These shares will be subject to a 12-month escrow from the date of issue. Out of the $3.5 million cash consideration, $300,000 will be deposited into an escrow account as security for claims under the Share Sale Agreement for 12 months from the completion date.
Upon completion, Concrete Playground’s Founder & CEO, Rich Fogarty, will depart the business to pursue new opportunities. Rich will work with CP between now and completion to ensure the staff and business are integrated smoothly. Concrete Playground’s unaudited revenues over the past twelve months amounted to over $4 million, which would contribute a pro-forma EBITDA of $1.5 million at completion. Integrated under Vinyl Group’s media division, the business is expected to deliver operational efficiencies and accelerate our timeline on achieving group-wide positive cash flow by six months.
Completion is dependent on certain conditions precedent customary for transactions of this nature including the parties entering into a Share Sale Agreement, the buyer giving notice to the Seller that Due Diligence has been completed, obtaining any necessary shareholder ASX, or ASIC consents and approvals, and no material adverse changes occurring between now and completion. Completion is expected to take place no later than February 28, 2025.
“We are looking forward to working with Rich and the Concrete Playground team to complete this acquisition in early 2025,” says Vinyl Group CEO Josh Simons. “They’ve built a trusted platform that audiences genuinely love, and their approach to storytelling will be a natural fit with our broader media strategy. Operationally, this acquisition will be significant for Vinyl Group. It would not only elevate our capabilities but also fast-track our path to sustained profitability, allowing us to deliver even greater value to our shareholders and partners.”
“I’m immensely proud of everything Concrete Playground has achieved over the past 15 years,” adds Concrete Playground Founder & CEO Rich Fogarty. “This milestone reflects the talent, creativity, and dedication of our team, along with the trust of our readers and partners. As the business transitions to new ownership under Vinyl Group, I’m confident their vision and resources will elevate Concrete Playground to new heights, inspiring even more people to discover the very best their cities have to offer.”
