Northcoders Grp Regulatory News (CODE)

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER ARTICLE 7 OF THE EU REGULATION 596/2014 AS IT FORMS PART OF THE DOMESTIC LAW OF ENGLAND AND WALES BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, REPUBLIC OF IRELAND, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT AND THE APPENDICES DO NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF NORTHCODERS GROUP PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.

21 November 2022

Northcoders Group plc

('Northcoders' or the 'Company')

Result of Placing

Secondary Placing

Exercise of Options

Total Voting Rights

Northcoders (AIM:CODE), an independent provider of training programmes for software coding, is pleased to announce that, further to the announcement made earlier today, the Company has raised approximately £2.1 million (before expenses). Pursuant to the Placing, 694,444 new Ordinary Shares have been conditionally placed at a placing price of 300 pence per share ("Placing Shares"). WH Ireland and Peterhouse acted as Joint Brokers in connection with the Placing.

The Placing was significantly oversubscribed and therefore in order to satisfy some of this investor demand a secondary placing, subject to Admission, has been arranged whereby:

· the executive directors Chris Hill (a founder of the Company and its CEO) and Amul Batra (COO), having sought permission of the Company's Nominated Adviser pursuant to an orderly market arrangement, have agreed to sell 19,588 and 19,587 Existing Ordinary Shares respectively at the Placing Price;

· David Llewellyn, a substantial shareholder, has agreed to sell 13,333 Existing Ordinary Shares at the Placing Price; and

· two employees have agreed to exercise share options and sell the resulting 50,000 new Ordinary Shares ("Option Shares") at the Placing Price.

Following his sale, Chris Hill will hold 1,504,080 Ordinary Shares representing approximately 19.6 per cent. of the Enlarged Share Capital following Admission.

Following his sale, Amul Batra will hold 949,413 Ordinary Shares representing approximately 12.4 per cent. of the enlarged share capital of the Company following Admission.

Amati Global Investors Limited ("Amati"), a substantial shareholder in the Company, has subscribed for 106,679 Placing Shares. This subscription constitutes a related party transaction under the AIM Rules as Amati currently holds approximately 14.33 per cent. of the Existing Ordinary Shares and is therefore a "substantial shareholder" under the AIM Rules. The Directors, all of whom are independent for these purposes, consider having consulted with WH Ireland, the Company's nominated adviser, that the terms of Amati's subscription are fair and reasonable insofar as the Shareholders are concerned.

Admission and settlement

Application will be made to the London Stock Exchange for the Placing Shares and the Option Shares to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings in the Placing and Option Shares will commence on AIM on 24 November 2022. The New Ordinary Shares will rank pari passu in all respects with the Existing Ordinary Shares.

Settlement of the Sales Shares is expected on 28 November 2022.

Total Voting Rights

Following Admission, the Company's issued share capital will consist of 7,688,889 Ordinary Shares of which none are held in treasury.  Therefore, the total number of voting rights in the Company is 7,688,889 and Shareholders may use this figure as the denominator by which they are required to notify their interest in, or change to their interest in, the Company under the Disclosure Guidance and Transparency Rules.

This announcement should be read in conjunction with the announcement released by the Company at 7 a.m. today.

Capitalised terms used in this announcement have the meanings given to them in the announcement, released 7 a.m. today, unless the context provides otherwise.

Angela Williams, Chairman of Northcoders Group plc, said: "We are extremely pleased to have raised approximately £2.1 million via an oversubscribed placing today, the proceeds of which will allow us to further accelerate our growth strategy as Northcoders continues to build and expand.

"Following our successful IPO in July 2021, we have seen significant growth in demand for our technology training across the UK and this placing will further accelerate our growth, allowing us to add four new training courses which will not only increase the Technology bootcamp numbers but also provide a broader service offering to our growing list of corporate clients. We are also excited to invest further in our key Ncore technical delivery platform, which will improve cost of sale efficiencies.

"Through this fundraise we will further grow our service offering, increasing the demand for our services and allowing us to tackle the UK tech skills gap, providing UK companies with the technologists they need and providing life-changing opportunities for individual from all walks of life."

- Ends -

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Notes to Editors

Northcoders is a market leading provider of coding and software development training for businesses and individuals. Founded in 2015, its business model operates a hybrid structure with a flagship site in Manchester and other sites in Leeds, Birmingham and Newcastle supported by a proven digital offering to support its students across the UK.

Powered by IP rich technology, Northcoders' coding school offers boot camp courses to individuals from a range of backgrounds, delivered through virtual and physical learning. The Group also works with blue chip corporates across multiple sectors to supply innovative EdTech solutions for the upskilling and reskilling of employees, and is also a registered provider of government-backed apprenticeships in the field.

With a keen focus of inclusivity, diversity and quality at its core, Northcoders aims to address the digital skills gap in the UK to meet the increasing demand for digital specialists from businesses and public agencies. It operates in a significant and growing market with structural growth trends further accelerated by Covid-19.

Northcoders was admitted to trading on AIM in July 2021 with the ticker CODE.L. For additional information please visit www.northcodersgroup.com.