Last checked at 31 Jul 2019 10:30
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, AUSTRALIA, NEW ZEALAND OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN IDOX PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF IDOX PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014. UPON THE PUBLICATION OF THIS ANNOUNCEMENT THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE WITHIN THE PUBLIC DOMAIN.
Idox plc
("Idox", "the Company" or "the Group")
Further Details on the Fundraising and Participation of Directors and
Significant Shareholders in the Fundraising
Idox plc (AIM: IDOX), a leading supplier of specialist information management solutions and services, is pleased to announce that, further to the announcement made earlier today, it has raised net proceeds of c. £7 million through an oversubscribed Placing of 25,964,912 new ordinary shares with certain existing and new institutional investors at a Placing Price of 28.5 pence per share. The Placing Price of 28.5 pence represents a 3.1 per cent. discount to the Closing Price of 29.4 pence on 30 July 2019, the last business day before the announcement of the Placing.
Directors participation in the Fundraising
Certain of the Directors have agreed to subscribe for Placing Shares at the Placing Price. The number of Placing Shares subscribed for by each of these Directors pursuant to the Placing, and their resulting shareholdings on Admission, are set out below:
Director | Number of Existing Ordinary Shares | Number of Placing Shares subscribed for in the Placing | Number of Ordinary Shares heldon Admission | Percentage of EnlargedShare Capital on Admission* |
Christopher Stone(1) | 585,500 | 350,877 | 936,377 | 0.21% |
David Meaden | 292,700 | 175,439 | 468,139 | 0.11% |
Rob Grubb | - | 70,175 | 70,175 | 0.02% |
Phil Kelly | - | 105,263 | 105,263 | 0.02% |
(1) Held through Pet Lamb Holdings Limited (a family investment company)
Significant Shareholders participation in the Fundraising
Certain of the Significant Shareholders, and associated entities, have agreed to subscribe for Placing Shares at the Placing Price. The number of Placing Shares subscribed for by the Significant Shareholders pursuant to the Placing, and their resulting shareholdings on Admission, are set out below:
Significant Shareholder | Number of Existing Ordinary Shares | Number of Placing Shares subscribed for in the Placing | Number of Ordinary Shares heldon Admission | Percentage of EnlargedShare Capital on Admission* |
Kestrel Partners LLP (2) | 43,174,280 | 2,456,140 | 45,630,420 | 10.34% |
Canaccord Genuity Group | 69,190,617 | 3,508,772 | 72,699,389 | 16.47% |
Soros Fund Management | 40,659,318 | 10,363,985 | 51,023,303 | 11.56% |
(2) Kestrel Partners LLP holds investments through Kestrel Partners LLP and Kestrel Investment Partners LLP. Oliver Scott is a founding partner of Kestrel LLP and a Non-Executive Director of the Company.
Admission and dealings
Application will be made to the London Stock Exchange for the 25,964,912 Placing Shares to be admitted to trading on AIM. It is expected that Admission will occur and dealings will commence in on 6 August 2019 at 8.00 a.m. (or such later date as N+1 Singer and the Company may agree, being not later than 8.00 a.m. on 31 August 2019). The Placing is conditional upon, amongst other things, Admission becoming effective. The Placing is also conditional on the placing agreement between the Company and N+1 Singer not being terminated in accordance with its terms prior to Admission.
Total Voting Rights
Following Admission, the Company will have 442,948,079 Ordinary Shares in issue. The Company holds 1,491,219 Ordinary Shares in treasury.
Therefore, the Company hereby confirms that the total number of voting rights in the Company will, following Admission, be 441,456,860. This figure may be used by shareholders 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.
Terms used in this announcement shall, unless the context otherwise requires, bear the meanings given to them in the announcement with respect to the Placing released by the Company earlier today.
David Meaden, CEO of Idox, commented
"We are delighted to close this oversubscribed Placing and to formalise our acquisition. We thank our existing shareholders for their support and welcome new shareholders to the Group in supporting our efforts to accelerate our strategy in enhancing our technological capabilities and market leading positions.
We welcome Tascomi, and its staff and customers in to the Idox Group and look forward to a strong and fruitful collaboration over the coming months and years.
We are excited by this strategic acquisition and remain confident in our outlook and prospects."
For further information please contact:
Idox plc +44 (0) 870 333 7101
Chris Stone, Non-Executive Chairman
David Meaden, Chief Executive
Rob Grubb, Chief Financial Officer
N+1 Singer (NOMAD and Broker) +44 (0) 20 7496 3000
Shaun Dobson / Jen Boorer (Corporate Finance)
Tom Salvesen (Corporate Broking)
Capitalised terms used in this announcement shall, unless defined in this announcement or unless the context provides otherwise, bear the same meaning ascribed to such terms in the announcement made by the Company on 31 July 2019 to announce the launch of the Placing.
Important Notice
N+1 Singer is acting as nominated adviser and broker and as agent for and on behalf of the Company for the Placing. N+1 Singer is authorised and regulated by the Financial Conduct Authority (the "FCA") in the United Kingdom. N+1 Singer is acting exclusively for the Company and no one else in connection with the Placing and N+1 Singer will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this announcement.
No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by N+1 Singer or by any of its affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.
No statement in this announcement is intended to be a profit forecast or estimate, and no statement in this announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.
The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.
The Placing Shares will not be admitted to trading on any stock exchange other than on the AIM market of the London Stock Exchange.
Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.