11 Jun 2012 08:00
11 June 2012
Imaginatik Plc
("Imaginatik" or the "Company")
PROPOSED PLACING AND NOTICE OF GENERAL MEETING
Imaginatik plc (AIM: IMTK.L), the world's first full service innovation provider offering a range of technology products and consultancy, announces that it is proposing to raise up to £1million before expenses through a conditional placing of up to 333,333,333 new ordinary shares (the "Placing Shares") with institutional and other investors at a price of 0.3p per Placing Share (the "Placing"). The Company has received irrevocable commitments to subscribe for 285,833,333 Placing Shares and expressions of interest from certain Directors of the Company to subscribe for a further 47,500,000 Placing Shares in the Placing on the same terms. The Placing is being arranged by Northland Capital Partners Limited ("Northland") subject to the terms of a conditional agreement between the Company and Northland (the "Placing Agreement")
The Placing Shares will represent approximately 39 per cent. of the enlarged issued share capital of the Company.
Use of proceeds
Subject to the Placing Agreement becoming unconditional and not being terminated in accordance with its terms, the Placing will raise up to £1 million before the deduction of expenses payable by the Company. The net proceeds will be used to expand the Company's US based sales team, to add consultancy capacity in both the US and European markets, to further invest in the Company's technology and further develop its branding and marketing efforts.
Matt Cooper, Chairman of Imaginatik, commented:
"We are delighted with the support from new and existing investors. These funds will enable us to complete the transition from a software provider to the world's first full service innovation company and give us the platform from which to capitalise on this unique position in the market."
Related party transactions
The following shareholders, each of whom is a related party for the purposes of the AIM Rules by virtue of the extent of their interests in the existing ordinary shares, has agreed to subscribe for Placing Shares at the Placing Price as follows:
Percentage of existing ordinary shares held prior to the Placing |
Placing participation
|
Number of Placing Shares to be acquired |
Percentage of issued ordinary shares after Completion | |
Artemis Investment Management
| 15.37 | £125,000 | 41,666,667 | 13.68 |
Octopus Asset Management | 12.84 | £50,000 | 16,666,667 | 9.37 |
The Board, other than Matt Cooper who as chairman of Octopus Asset Management is not independent for the purpose of the AIM Rules, considers, having consulted with the Company's Nominated Adviser, Northland Capital Partners Limited, that the participation in the Placing by Artemis Investment Management and Octopus Asset Management is in each case fair and reasonable so far as the shareholders of the Company are concerned.
Notice of General Meeting
The Placing is conditional, inter alia, on the approval of Imaginatik's shareholders and admission of the Placing Shares to trading on AIM. A circular containing a notice of the General Meeting is today being sent to Imaginatik's shareholders with details of the Placing and seeking the necessary approval of shareholders for the issue of the Placing Shares. The General Meeting will be held at the offices of Marriott Harrison, Staple Court, 11 Staple Inn Buildings, London WC1V 7QH at 11.00am on Wednesday 27 June 2012. A copy of the circular will be available on the Company's website; www.imaginatik.com.
The Placing Shares will be issued credited as fully paid and will rank pari passu in all respects with the existing ordinary shares, including the right to receive all dividends and other distributions declared on or after the date on which they are issued.
Application will be made for admission of the Placing Shares to trading on AIM ("Admission") and, subject to the requisite shareholder approval for the Placing being obtained at the General Meeting, it is expected that Admission will be effective on or around 8.00 am on 28 June 2012.
For further information please contact:
Imaginatik plc Tel: 020 7917 2975
Matt Cooper, Chairman / Shawn Taylor, CFO
Northland Capital Partners Limited Tel: 020 7796 8800
Gavin Burnell / Edward Hutton
John Howes / Alice Lane (Broking)
Newgate Threadneedle Tel: 020 7653 9850
Caroline Evans-Jones / Hilary Millar
About Imaginatik
Imaginatik provides a range of Innovation solutions comprised of consultancy, enterprise software and program management to deliver innovation results to companies such as The World Bank, NYSE, The Chubb Group of Insurance Companies, Boeing, Pfizer, Goodyear, Paccar, Kellogg and Cargill. Few companies possess the internal capability to consistently generate fresh ideas, identify those worth pursuing and reliably transform them into real, value-enhancing assets. Imaginatik's mission is to help these companies build sustainable innovation competencies.
Imaginatik is a public company whose shares are traded on the AIM market of the London Stock Exchange (LSE:IMTK.L) and is a World Economic Forum Technology Pioneer with offices in Boston, MA, and Winchester, UK. For more information visit www.imaginatik.com.