ADVFN PLC
Introduction
ADVFN Ltd is pleased to announce it has signed a binding agreement to acquire Capital Market Group from Gumtree Australia Markets Ltd (ASX: GUM). Capital Market Group (CMG) is the owner of two leading investor platforms:
– The leading online community for Australian retail investors, focused on ASX-listed stocks and market discussions.
– Stockhouse (Canada) – one of Canada’s most recognized digital investor communities
The agreed purchase price is $4.43 million USD on a cash-free, debt-free basis. Completion is expected by the first week of Q3 2025.
Strategic Rationale
This acquisition brings together ADVFN, iHub, HotCopper, and Stockhouse to create the largest global network of small-cap retail investors, with over 3 million unique monthly usersacross multiple key markets, including a large base of high-net-worth individuals.
Key Benefits:
– Expands ADVFN’s reach into Australia and North America
– Creates one of the world’s largest investor communities for small-cap equities
– Combines complementary capabilities:
ADVFN: real-time market data, subscription products, investor tools
CMG: high-performing issuer advertising and content marketing model
CMG Financial Snapshot
CMG FY2024 (Actuals):
–
• Revenue: $7 million
• Expenditure: $7.6 million
• EBITDA: -$600,000
• Net Loss: -$1.5 million
CMG FY2025(Forecast)
• Revenue: $6.1 million
• Expenditure: $5.9 million
• EBITDA: $200,000
• Net Loss: -$510,000
*Forecast is based on internal management projections and subject to final audit.
* All calculations were made based on The AUD to USD exchange rate at 0.65.
* FY: June 2024- June 2025
Post-Merger Strategy & Synergies
We are confident in our ability to unlock both top-line and bottom-line improvements following integration. There are clear synergies to work on. Our roadmap includes:
Cross-Platform Integration:
– Introduce ADVFN’s subscription data tools into HotCopper and Stockhouse
– Expand CMG’s issuer advertising and IR solutions across ADVFN and iHub
– Launch the new Deal Room product for small-cap issuers across multiple markets.
Operational Consolidation:
– Unify infrastructure, vendor contracts, and key operational functions
– Align SEO, marketing, and product roadmaps
– Implement shared editorial and content model
-Unified subscription model embedded across all platforms
Financial Upside:
– Significant revenues synergies identified.
– Cost efficiencies between both entities.
– Combined group positioned to drive margin expansion and shareholder value.
– Focus on driving meaningful progress toward achieving profitability in FY26.
Transaction & Funding Summary
1. Purchase Price
• Base Transfer Price to Seller: $3,592,971
• Assumed Debt (RBC Loan Facility): $837,395
• Total Purchase Price (including assumed debt): $4,430,366
2. Cash Balances at Completion
• Australian & Canadian Group Companies: $214,500
3. Retention Amount
• A total of $97,500 has been placed in a Retention Account.
• This amount is excluded from the purchase price and will be held until 31 December 2026, subject to potential claims or adjustments.
4. Transaction Structure
• The acquisition was completed on a debt-free, cash-free basis, subject to the following conditions:
o A defined Net Working Capital target, with true-up adjustments based on the final audited accounts.
o Provisions were made for debt-like items identified during the due diligence process and reflected in the purchase price.
o A full suite of warranties and indemnities was provided by the Seller.
Funding Structure
• Open offer of up to 30,856,808 shares at £0.12/share (£3.7 million GBP)
• Offer Record Date: 17 June 2025
• Deadline: 15 July 2025 at 11:00 a.m.
• Open to external investors for a 15-day window
CEO Statement
“We are excited to welcome Capital Market Group into the ADVFN family. Together, we are creating the most complete platform for retail investors in the small-cap space, combining advanced market data tools with a vision to connect companies and their shareholders.”
– Amit Tauman, CEO, ADVFN Limited
Conclusion
This acquisition marks a transformative step in ADVFN’s evolution as a global investor engagement platform. With expanded reach, a balanced revenue model, and clear post-merger synergies, we are positioned to scale both investor value and issuer services while creating a more connected and efficient capital markets ecosystem.
Further details can be found in the shareholder circular issued on 19 June 2025, including notice of the general meeting on 7 July 2025 at 10:00 a.m. to approve the fundraising authorities.
For enquiries: ir@advfnplc.com
* All calculations were made based on The AUD to USD exchange rate at 0.65.
*Disclaimer: Some of the figures are approximate estimates and should be very close to the actual targets, subject to minor
