30 Jun 2017 11:31
Neither this announcement nor any part of it constitutes an offer to sell or issue or the solicitation of an offer to buy, subscribe or acquire any securities in any jurisdiction in which any such offer or solicitation would be unlawful and the information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Japan, South Africa or any jurisdiction in which such publication or distribution would be unlawful.
Proxama Plc
("Proxama" or the "Company")
Result of Placing
Directors' Participation
Posting of Circular and Notice of General Meeting
Posting of Annual Report and Accounts
and
Posting of Notice of AGM
Other than where otherwise defined, capitalised terms used in this announcement have the meanings given to them in the announcement released earlier today by the Company (the "Placing Announcement").
Result of Placing
Proxama PLC (AIM: PROX), a leading mobile location and data intelligence expert, is pleased to announce the successful completion of an upsized bookbuild for the Placing that was announced earlier today.
The Placing Shares, being 5,000,000,000 New Ordinary Shares, have been placed by Peel Hunt at the Issue Price of 0.03 pence per share, representing a 79.31 per cent. discount to the closing price of 0.145 pence on 29 June 2017 (being the day prior to this announcement) with new and existing investors, raising gross proceeds of approximately £1.5 million (approximately £1.2 million net of expenses).
The Placing Shares will represent approximately 207.5 per cent. of the Existing Ordinary Shares and approximately 22.7 per cent. of the Enlarged Share Capital (assuming a full take up of the Open Offer).
Open Offer
The Company also confirms that Qualifying Shareholders will be given the opportunity to subscribe for New Ordinary Shares through an Open Offer to raise up to approximately £4.1 million, on the basis of 17 Open Offer Shares for every 3 Existing Ordinary Shares held, at the Issue Price.
General Meeting
The proposed Placing and Open Offer (together the "Fundraising") are subject to the passing of certain resolutions (the "Resolutions") for which Shareholder approval will be sought at the general meeting of the Company, which is expected to be convened by posting today to Shareholders a circular containing notice of the General Meeting. The Circular will set out the reasons for, and provide further information on, the Fundraising, to explain why the Board considers the Fundraising to be in the best interests of the Company and its Shareholders as a whole and why the Directors unanimously recommend that Shareholders vote in favour of the Resolutions.
John Kennedy, CEO of Proxama, said:
"I would like to thank our existing and new shareholders for the faith they have put in Proxama and look forward to updating shareholders on our progress in the months ahead."
Directors' participation
Directors, prospective directors and certain shareholders of the Company have, in aggregate, invested £200,000 of the funds raised in the Placing.
The participation of the Directors and prospective directors of the Company in the Placing is set out in the table below:
Date of this document | Participation in the Placing | Immediately following the Proposals | ||||
Number of Existing Ordinary Shares | Percentage of issued Existing Ordinary Shares | Number of Placing Shares | Participation (£) | Total Number of Ordinary Shares | Percentage of Enlarged Share Capital | |
Current, Proposed and Past Directors | ||||||
Kelvin Harrison (Non- Executive Chairman) | - | - | 66,666,666 | £20,000 | 66,666,666 | 0.32% |
John Kennedy (Chief Executive Officer) | 800,000 | 0.03% | 83,333,333 | £25,000 | 84,133,333 | 0.40% |
Shaun Gregory (Non-Executive Director) | - | - | 166,666,666 | £50,000 | 166,666,666 | 0.79% |
Mark Slade (Proposed Managing Director) | - | - | 100,000,000 | £30,000 | 100,000,000 | 0.47% |
Dan Francis (Proposed Chief Strategic Officer) | - | - | 83,333,333 | £25,000 | 83,333,333 | 0.40% |
David Bailey (Previous Deputy Chairman) | 33,342,125 | 1.38% | 166,666,666 | £50,000 | 200,008,791 | 0.95% |
Total | 34,142,125 | 1.42% | 666,666,664 | £200,000 | 700,808,789 | 3.33% |
*assuming a full take up under the Open Offer.
Related Party Transaction
The participation by Kelvin Harrison, John Kennedy, Dan Francis, Shaun Gregory, and Mark Slade, in the Placing constitutes a related party transaction for the purposes of the AIM Rules. In the absence of any independent directors in connection with the Placing, the Company's nominated adviser, Peel Hunt, considers that the terms of the related party transactions are fair and reasonable insofar as the Company's shareholders are concerned.
Posting of Circular and Notice of General Meeting, Annual Report and Accounts, and Notice of AGM
The Company announces that, pursuant to AIM Rule 20, its Annual Report and Accounts for the financial period ended 31 December 2016 and Notice of Annual General Meeting will today be posted to shareholders. The AGM is to be held at Taylor Vinters LLP, Tower 42, 33rd Floor, 25 Old Broad Street, London EC2N 1HQ at 9.00 a.m on 24 July 2017.
The Company also confirms that a Circular and related Form of Proxy in relation to the Placing and Open Offer which was announced today will shortly be posted to Shareholders. The Circular contains notice of the General Meeting to be held at Taylor Vinters LLP, Tower 42, 33rd Floor, 25 Old Broad Street, London EC2N 1HQ at 9.15 a.m on 24 July 2017, or as soon as possible following the conclusion of the AGM.
Prior to publication, certain information contained within this announcement was deemed to constitute inside information for the purposes of Article 7 of EU Regulation 596/2014. Upon publication of this announcement, this information is now considered to be in the public domain.
Enquiries:
For further Information:
Proxama PLC John Kennedy, Chief Executive | 020 3668 2888
|
Peel Hunt LLP (Nominated Adviser and Broker) Richard Kauffer Euan Brown | 020 7418 8900 |
Redleaf Communications Charlie Geller Elise Palmer Sam Modlin | 0207 382 4769 |