TIDMIDOX
RNS Number : 3574H
IDOX PLC
31 July 2019
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. GBP7 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 Number of Number of Percentage
Existing Placing Shares Ordinary of Enlarged
Ordinary subscribed Shares held Share Capital
Shares for in the on Admission on Admission*
Placing
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 Number of Number of Percentage
Existing Placing Shares Ordinary of Enlarged
Ordinary subscribed Shares held Share Capital
Shares for in the on Admission on Admission*
Placing
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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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