26 Jun 2020 14:00
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 OR AUSTRALIA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
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 INSTEM 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 INSTEM PLC.
Instem plc
("Instem", the "Company" or the "Group")
Result of Placing
Instem plc (AIM: INS), a leading provider of IT solutions to the global life sciences market, announces that, further to the announcement released earlier today, it has successfully raised gross proceeds of £15.75 million (£15.0 million net of expenses) for the Company through a Placing of 3,620,690 New Shares with certain existing and new institutional investors at a Placing Price of 435 pence per share. A total of 692,066 Sale Shares have also been placed at the Placing Price, raising gross proceeds of £3.0 million for the Selling Shareholders. The Placing has now closed. The Placing Price represents a 4.4 per cent. discount to the closing mid-market price of 455 pence per Ordinary Share on 25 June 2020, being the latest practicable business day prior to the announcement of the Placing. The Placing was significantly oversubscribed.
Participation of the Selling Shareholders in the Placing
A total of 692,066 Sale Shares have been placed on behalf of the Selling Shareholders, which include certain of the Company's Persons Discharging Managerial Responsibility ("PDMR") and their Persons Closely Associated ("PCA"), as follows:
· 40,000 Sale Shares (120,000 in aggregate) have been placed on behalf of each of (i) The DG 2008 Discretionary Settlement ("DG Settlement"), of which David Gare (the Company Chairman) and his wife are the trustees; (ii) Adrian Gare (David's son); and (iii) Deborah Walker (David's daughter);
· 430,066 Sale Shares have been placed on behalf of David Sherwin, a Non-executive Director of the Company; and
· Following an exercise of options, 187,427 Option Shares will be issued to Phil Reason, the Company's Chief Executive Officer, of which 142,000 have been sold into the Placing on behalf of Mr Reason.
The resultant interests in Ordinary Shares of Mr David Gare (held via the DG Settlement as one of his PCAs), Mr Sherwin and Mr Reason, each a PDMR of the Company, will, following Admission, be as follows:
Director/PDMR | No. of Existing Ordinary Shares | As a % of Existing Ordinary Shares | No. of options over Ordinary Shares exercised | No. of Ordinary Shares sold in the Placing | Resulting number of Ordinary Shares | As a % of Enlarged Share Capital |
DG 2008 Discretionary Settlement | 578,427 | 3.5% | - | (40,000) | 538,427 | 2.6% |
Phil Reason | 685,287 | 4.1% | 187,427 | (142,000) | 730,714 | 3.6% |
David Sherwin | 1,180,066 | 7.1% | - | (430,066) | 750,000 | 3.7% |
Lock-in Agreements have been entered into, conditional upon Admission, with the Company and N+1 Singer pursuant to which, save for certain limited exceptions, each Selling Shareholder has undertaken not to sell any further Ordinary Shares for a period of 12 months following Admission.
Grant of Options
The Company also announces that Phil Reason and Nigel Goldsmith (Chief Financial Officer) have today been granted awards of nil-cost options over 76,000 and 74,000 Ordinary Shares respectively under the Instem plc 2018 Long Term Incentive Plan ("LTIP"). These options will ordinarily become exercisable in 2023 pursuant to the rules of the LTIP and with certain of these options being subject to meeting share price targets.
After these grants of options, Mr Reason and Mr Goldsmith hold options over a total of 179,429 and 251,500 Ordinary Shares, respectively. Mr Reason's options exclude the options over 187,427 Ordinary Shares referred to above.
General Meeting
The General Meeting is expected to be convened for the purpose of passing the Resolutions required to authorise and empower the Directors to allot the New Shares. It is currently anticipated that the General Meeting will be held on or around 16 July 2020. The Circular, including notice convening the General Meeting, is expected to be despatched to the Shareholders on or around 30 June 2020.
Admission and dealings
Application will be made for the 3,620,690 New Shares and the 187,427 Option Shares to be admitted to trading on AIM and it is expected that Admission will become effective and that dealings in the New Shares and the Option Shares will commence at 8.00 a.m. on 17 July 2020.
The New Shares and the Option Shares will, if and when issued, represent approximately 17.7 per cent. and 0.9 per cent. (and in aggregate 18.6 per cent.) of the Enlarged Share Capital. The New Shares and the Option Shares will, if and when issued, rank pari passu in all respects with the then existing Ordinary Shares (including the other Sale Shares) including the right to receive any dividends and other distributions declared following Admission.
Immediately following Admission, the Enlarged Share Capital is expected to comprise 20,481,909 Ordinary Shares. Each Ordinary Share has one voting right. No Ordinary Shares are held in treasury. Accordingly, immediately following Admission, the total number of voting rights will be 20,481,909. From Admission, this figure may be used by Shareholders as the denominator for the calculation 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.
For further information please contact:
Instem plc | |
Phil Reason, Chief Executive OfficerNigel Goldsmith, Chief Financial Officer | +44 (0) 1785 825 600 |
N+1 Singer - NOMAD and Broker | |
Peter Steel (Corporate Finance)Rachel Hayes (Corporate Broking) | +44 (0) 20 7496 3000 |
Walbrook Financial PR | |
Tom Cooper Nick Rome | +44 (0) 20 7933 8000 |
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them (in respect of the grant of share options today to Mr Reason and Mr Goldsmith)
1
| Details of the person discharging managerial responsibilities / person closely associated
| ||
a) | Name | Phil Reason | |
2 | Reason for the notification | ||
a) | Position/status | Chief Executive Officer | |
b) | Initial notification /Amendment | Initial Notification | |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
a) | Name | Instem plc | |
b) | LEI | 213800PILYUFNNROQX68 | |
4
| Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||
a)
| Description of the financial instrument, type of instrument
Identification code
| Ordinary shares of 10 pence each
GB00B3TQCK30 | |
b) | Nature of the transaction | Grant of nil cost options under the Company's LTIP | |
c)
| Price(s) and volume(s)
| Price | Volume |
Nil | 76,000 | ||
d)
| Aggregated information
- Aggregated volume
- Price
| N/A - single transaction | |
e) | Date of the transaction | 26 June 2020 | |
f) | Place of the transaction | Outside a trading venue | |
1
| Details of the person discharging managerial responsibilities / person closely associated
| ||
a) | Name | Nigel Goldsmith | |
2 | Reason for the notification | ||
a) | Position/status | Chief Financial Officer | |
b) | Initial notification /Amendment | Initial Notification | |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
a) | Name | Instem plc | |
b) | LEI | 213800PILYUFNNROQX68 | |
4
| Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||
a)
| Description of the financial instrument, type of instrument
Identification code
| Ordinary shares of 10 pence each
GB00B3TQCK30 | |
b) | Nature of the transaction | Grant of nil cost options under the Company's LTIP | |
c)
| Price(s) and volume(s)
| Price | Volume |
Nil | 74,000 | ||
d)
| Aggregated information
- Aggregated volume
- Price
| N/A - single transaction | |
e) | Date of the transaction | 26 June 2020 | |
f) | Place of the transaction | Outside a trading venue | |
Name of authorised official of issuer responsible for making notification:
Nigel Goldsmith
Company Secretary to Instem plc
Definitions and basis of information
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 26 June 2020 to announce the launch of the Placing.
In this announcement, references to "£", "pence" and "p" are to the lawful currency of the United Kingdom. All times referred to in this document are, unless otherwise stated, references to London time.
Important Notices
This announcement may contain and the Company may make verbal statements containing "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company, including amongst other things, United Kingdom domestic and global economic business conditions, market-related risks such as fluctuations in interest rates and exchange rates, the policies and actions of governmental and regulatory authorities, the effect of competition, inflation, deflation, the timing effect and other uncertainties of future acquisitions or combinations within relevant industries, the effect of tax and other legislation and other regulations in the jurisdictions in which the Company and its affiliates operate, the effect of volatility in the equity, capital and credit markets on the Company's profitability and ability to access capital and credit, a decline in the Company's credit ratings; the effect of operational risks; and the loss of key personnel. As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements. Any forward-looking statements made in this announcement by or on behalf of the Company speak only as of the date they are made. Except as required by applicable law or regulation, the Company expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.
Nplus1 Singer Advisory LLP is authorised and regulated by the Financial Conduct Authority (the "FCA") in the United Kingdom and is acting exclusively for the Company and no one else in connection with the Bookbuilding Process and 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 Bookbuilding Process or 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 to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than 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.
Information to Distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of (a) retail investors, (b) investors who meet the criteria of professional clients and (c) eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, N+1 Singer will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.