Issue of Equity
September 06 2010 - 11:14AM
UK Regulatory
TIDMIMTK
RNS Number : 2304S
Imaginatik PLC
06 September 2010
6 September 2010
Imaginatik plc
("Imaginatik" or the "Company")
Issue of equity
Imaginatik (AIM: IMTK), a leading provider of enterprise collaborative software
and processes,announces that it has conditionally raised approximately GBP0.8
million (gross) through a placing of 53,333,332 new ordinary shares of 0.0625p
each (the "Placing Shares") at a price of 1.5 pence per share (the "Placing").
The Company intends that the net proceeds of the Placing will be used generally
to strengthen its balance sheet, providing an appropriate level of working
capital for the business and to facilitate further growth, including the
addition of high quality sales people in the US and UK.
The Placing Shares, which will rank pari passu upon issue with the existing
ordinary shares of 0.0625p each in the Company (the "Ordinary Shares"), have
been conditionally placed by Arbuthnot Securities Limited ("Arbuthnot") with
institutional and other investors, including the directors of the Company (the
"Directors"), details of which are set out below. Pursuant to the terms of the
placing agreement entered into today between Arbuthnot and the Company.
Arbuthnot, as agent for Imaginatik, has agreed to use its reasonable endeavours
to place the Placing Shares with investors. The Placing is not underwritten. The
Placing Price of 1.5 pence per Placing Share represents a discount of
approximately 14.3 per cent. to the closing mid-market price per Imaginatik
ordinary share on 3 September 2010, being the last dealing day prior to the date
of this announcement.
The issue of the Placing Shares is conditional, amongst other things, on:
(i) admission to trading on AIM of the Placing Shares ("Admission"); and
(ii) the placing agreement not being terminated prior to Admission
The placing agreement contains warranties given by the Company with respect to
its business and certain matters connected with the Placing. In addition, the
Company has given certain indemnities to Arbuthnot in connection with the
Placing and Arbuthnot's performance of services in relation to the Placing.
The Directors' Placing participations are detailed in the table below:
+--------------+--------------+--------------+--------------+--------------+
| Name of | No. of | % of Placing | No. of | % of |
| Director | Placing | Shares | Ordinary | Enlarged |
| | Shares | subscribed | Shares held | Share |
| | subscribed | | following | Capital |
| | | | Admission | |
+--------------+--------------+--------------+--------------+--------------+
| M. Cooper | 13,333,334 | 25.0% | 14,811,922 | 7.0% |
+--------------+--------------+--------------+--------------+--------------+
| S. Taylor | 3,333,334 | 6.3% | 4,712,192 | 2.2% |
+--------------+--------------+--------------+--------------+--------------+
| P. Morland | 666,666 | 1.2% | 2,079,464 | 1.0% |
+--------------+--------------+--------------+--------------+--------------+
| A. | 2,666,666 | 5.0% | 4,092,418 | 1.9% |
| Wainwright * | | | | |
+--------------+--------------+--------------+--------------+--------------+
*Mr Wainwright's subscription for Placing Shares will be satisfied through the
part capitalisation of outstanding indebtedness due to be repaid to Mr
Wainwright by the Company.
The aggregate subscription by the Directors constitutes a related party
transaction (the "Transaction") for the purposes of the AIM Rules for Companies
(the "AIM Rules"). There being no independent Directors, in accordance with the
AIM Rules, Arbuthnot, the Company's Nominated Adviser, considers that the terms
of the Transaction to be fair and reasonable insofar as the shareholders of the
Company are concerned.
In addition, Octopus Investments Limited ("Octopus") is subscribing for
10,000,000 Placing Shares in the Placing (the "Octopus Subscription"). Octopus
is a substantial shareholder in the Company, as defined in the AIM Rules. For
the purposes of the AIM Rules, the subscription by Octopus also constitutes a
related party transaction. The Directors (with the exception of Matt Cooper, the
Chairman of the Company and also Chairman of Octopus), having consulted with
Arbuthnot, the Company's Nominated Adviser, consider the terms of the Octopus
Subscription to be fair and reasonable insofar as the shareholders of the
Company are concerned.
Application has been made to London Stock Exchange plc for the Placing Shares to
be admitted to trading on AIM. Subject, inter alia, to admission of the Placing
Shares to AIM becoming effective, dealings in the Placing Shares are expected to
commence on AIM at 8.00 a.m. on 9 September 2010. The Placing Shares represent
approximately 33.5 per cent. of the Company's existing issued share capital and
will, when issued, represent approximately 25.1 per cent. of the Company's
enlarged share capital (the "Enlarged Share Capital").
Following Admission, the Company will have 212,557,208 Ordinary Shares in issue,
which figure may be used by shareholders, from Admission, as the denominator for
the calculations by which they will determine if they are required to notify
their interest in, or a change in their interest in, the share capital of the
Company under the FSA's Disclosure and Transparency Rules.
Matt Cooper, Executive Chairman of Imaginatik, commented: -
"Further to our announcement on 18 August 2010 I am delighted that institutional
investors remain committed to supporting the business. Their investment,
together with a substantial investment from the directors, provides the company
with an opportunity to prove its place within the growing innovation and idea
management market place."
Annual Report and Notice of Annual General Meeting
Imaginatik also announces that it has sent its Report and Accounts for the year
ended 31 March 2010 to shareholders, together with a notice of Annual General
Meeting, to be held at 10.00 a.m. on Wednesday 29 September 2010. These
documents may be accessed at www.imaginatik.com.
For further information, please contact:
+--------------------------------+------------------------------+
| Imaginatik plc | 020 7917 2975 |
+--------------------------------+------------------------------+
| Matt Cooper, Executive | |
| Chairman | |
+--------------------------------+------------------------------+
| Shawn Taylor, CFO | |
+--------------------------------+------------------------------+
| | |
+--------------------------------+------------------------------+
| Arbuthnot Securities Limited | 020 7012 2000 |
+--------------------------------+------------------------------+
| Tom Griffiths/Richard Johnson | |
+--------------------------------+------------------------------+
| | |
+--------------------------------+------------------------------+
| Threadneedle Communications | 020 7653 9840 |
+--------------------------------+------------------------------+
| Caroline Evans-Jones/Hilary | |
| Millar | |
+--------------------------------+------------------------------+
About Imaginatik
Imaginatik is a leading provider of web-based enterprise collaboration software.
Imaginatik's core software, Idea Central, is designed to help companies focus on
idea generation towards strategic business objectives, and to share, develop and
review those ideas across the organisation. Some of the world's largest
organisations such as Merck, Dow, Chevron, General Electric and Cargill use
Imaginatik's software, consulting and leading-edge research to enable their
best-of-breed innovation, cost-reduction and process improvement activities.
Having been named as a World Economic Forum Technology Pioneer and a finalist
for the IBM Lotus Awards in the Best Industry Solution category, Imaginatik's
software and consulting services have helped clients discover significant
sources of additional revenue, as well as tangible cost savings. Imaginatik is
also committed to developing strategic solutions in the field of innovation,
working with academic institutions such as the Hult Business School in Boston,
and the Cass School of Business, London, as well as leading practitioners of
corporate innovation.
For further information please visit http://www.imaginatik.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
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