Redcentric Regulatory News (RCN)

Redcentric plc

("Redcentric" or the "Company")

Share issue in connection with the FY23 Dividend

Redcentric (AIM: RCN) a leading UK IT managed services provider, announces that, in respect of the final dividend of 2.4 pence per ordinary share of 0.1 penny each ("Ordinary Shares") for the year ended 31 March 2023 (the "Dividend") due to be paid today, 19 January 2024, the Company has agreed with certain shareholders representing 63.4% of the Company's total voting rights, that its obligation to make payment to them of the Dividend (amounting to, in aggregate, £2,383,145.11) shall be satisfied by the issue of, in aggregate, 1,892,937 new Ordinary Shares (the "Dividend Shares").

Having regard to the strategy of the Company, the Board has decided to take this course of action to strengthen cash balances that enable the Company to make strategic decisions in respect of its long-term leases that the Board believe will improve the future profitability of the Company.

The Company continues to trade in line with expectations as per the interim announcement on 22 November 2023.

The Dividend Shares will be issued at 125.8961 pence per Ordinary Share, being the five-day volume weighted average price of an Ordinary Share] at the close of business on 18 January 2024 (the last business day prior to the dividend payment date). The Dividend Shares will represent in aggregate 1.19% of the enlarged issued share capital of the Company ("ISC").

Related Party Transactions

Oliver Scott, a Non-Executive Director of the Company, is a partner of, and holds a beneficial interest in, Kestrel Partners LLP ("Kestrel"). Mr. Scott is also a shareholder in Kestrel Opportunities and is therefore deemed to have a beneficial interest in Kestrel Opportunities' entire legal holding in Redcentric.

Kestrel and Lombard Odier Asset Management ("Lombard Odier"), both substantial shareholders in the Company, are participating in the Subscription as follows:

As such, the Subscriptions by Kestrel and Lombard Odier constitute related party transactions pursuant to Rule 13 of the AIM Rules for Companies.

The Company's independent directors (being Peter Brotherton, David Senior, Nick Bate and Alan Aubrey) consider, having consulted with the Company's nominated adviser, Cavendish Capital Markets Limited, that the terms of Kestrel's subscription are fair and reasonable insofar as the Company's shareholders are concerned.

The Company's directors (being Peter Brotherton, David Senior, Nick Bate, Oliver Scott and Alan Aubrey) consider, having consulted with the Company's nominated adviser, Cavendish Capital Markets Limited, that the terms of Lombard Odier's subscription are fair and reasonable insofar as the Company's shareholders are concerned.

Total voting rights

Application has been made for the Dividend Shares to be admitted to trading on AIM and it is expected that their admission to AIM will take place on or around 24 January 2024 ("Admission").

Following Admission, the Company's ISC will consist of 158,884,919 Ordinary Shares, 655,278 of which remain held in Treasury. For reporting under the FCA's Disclosure Guidance and Transparency Rules, shareholders should exclude any Ordinary Shares held in Treasury and should use the figure of 158,229,641 Ordinary Shares (the issued voting share capital) when determining if they are required to notify their interest, or a change of their interest in the Company.

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