TIDMIMTK
RNS Number : 2366F
Imaginatik PLC
26 October 2018
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) No 596/2014 ("MAR"). Prior to
publication, certain information contained within this Announcement
was deemed to constitute inside information for the purposes of
Article 7 of MAR
Imaginatik plc
("Imaginatik" or "the Company")
Appointment of new Nominated Adviser
Completion of Placing and Issuance of Convertible Unsecured Loan
Notes
Open Offer to raise an additional GBP250,000
Restoration of Trading
Further to the announcement dated 18 October 2018, Imaginatik
plc (AIM: IMTK) plc, the #1 ranked leader in corporate innovation
management, is pleased to announce a series of measures designed to
restore the trading of the Company's shares on AIM, strengthen the
finances of the Company, and to provide a stable and robust basis
for the future development of the Company's operations.
Highlights
-- Immediate restoration of trading on AIM;
-- Appointment of WH Ireland as the Company's Nominated Adviser
("Nomad") and joint broker with immediate effect;
-- Completion of a placing of new shares to raise gross proceeds
of approximately GBP160,000 at a price of 1.1p (the "Placing");
-- Issuance of Convertible Unsecured Loan Notes ("CLNs") to raise an additional GBP90,000;
-- Proposed underwritten Open Offer Entitlement for Qualifying
Shareholders on the basis of 1 Open Offer Share for every two
Existing Ordinary Shares at same price of 1.1p issue price, raising
an additional GBP250,000.
Details
Appointment of new Nomad and joint broker
The Company is pleased to announce the appointment of WH Ireland
as Nomad and joint broker with immediate effect.
Restoration of trading in ordinary shares
Trading in the Company's shares on AIM is expected to recommence
at 7.30am on 26 October 2018.
The Placing
Under the terms of the Placing, the Company has placed
14,545,455 new ordinary shares of 0.002 pence each in the capital
of the Company, representing approximately 29.7 per cent of the
enlarged issued ordinary share capital of the Company, with Eight
Capital Partners Plc ("Eight Capital"), an investment vehicle newly
listed on the NEX Exchange Growth Market.
The Placing Price of 1.1p represents a 49 per cent. discount to
the closing middle market price of an ordinary share of 2.15 pence
on 27 September 2018, being the date of the suspension of the
Company's shares on AIM.
Open Offer
In order to enable Shareholders to have an opportunity to invest
in the Company on the same terms as the Placing, it is the
intention of the Directors for the Company to raise up to
GBP250,000 through an Open Offer pursuant to which up to 22,727,274
new Ordinary Shares will be offered at an issue price of 1.1p per
share to Existing Shareholders. It is the intention of the Board
that the Open Offer shall be underwritten.
The Open Offer will only be made to Existing Shareholders, whose
names appear on the register of members of the Company on 26
October 2018 being the Record Date.
The proceeds of the Open Offer will be used to provide
additional working capital for the Company.
Further details of the Open Offer will be announced as soon as
practically possible.
Convertible Loan Notes
The Company additionally announces that it has also issued
GBP90,000 of new, unsecured, convertible loan notes ("CLNs") to
Eight Capital. The CLNs have a term of 3 years and an annual coupon
of 7.5 per cent. Interest shall be payable quarterly in arrears and
will be capable of conversion at any time at the election of the
Eight Capital.
The CLNs shall be convertible in whole or in part into new
Ordinary Shares in Imaginatik at the lower of the 1.1p per share,
or 10 per cent. below the average previous 5 days market mid-price
at point of conversion.
Warrants
As a condition of the investment, Eight Capital has been granted
7,272,728 warrants over ordinary shares in Imaginatik (the
"Warrants").
In relation to the Placing, Eight Capital shall be granted one
Warrant for every 2 shares held. In relation to CLNs, it shall
receive one warrant for every 2 shares allocated to the CLNs.
The Warrants shall have a three-year life and shall be
exercisable at the lower of the equity issue price 1.1 p per share,
the market price at the time of completion of this transaction or
the average previous 5 days market mid-price at point of
execution.
Total voting rights and significant shareholding
Following the issue of 14,545,455 Placing Shares, the Company's
issued share capital comprises 48,987,986 Ordinary Shares of 0.002
pence each. This figure may be used by Shareholders in the Company
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 share capital of the Company under
the Financial Conduct Authority's Disclosure and Transparency
Rules.
Following the Placing, the Company has been notified that Eight
Capital Partners plc is interested in a total of 14,545,455
Ordinary Shares of the Company, representing 29.7 percent. of the
Company's issued share capital.
Board Representation
As part of the Investment, Eight Capital has been granted the
right to appoint a director to the board of Imaginatik, subject to
due diligence being undertaken by Imaginatik's nominated
adviser.
The Directors of the Company accept responsibility for the
content of this announcement.
- ENDS -
For further information, please contact:
Imaginatik plc Via Alma
Angus Forrest CEO
WH Ireland - Nominated Adviser and Tel: +44 (0)117 945 3470
joint broker
Mike Coe / Chris Savidge
Peterhouse Capital Limited - Broker Tel: +44 (0) 20 7220 9797
Duncan Vasey / Lucy Williams
Alma PR Tel: +44 (0) 20 8004 4218
Caroline Forde / Robyn Fisher
About Imaginatik
Imaginatik is the only innovation solution provider which has
combined a proven innovation program with purpose-built idea
management software to enable companies to achieve breakthrough and
continuous innovation at scale. Imaginatik works with leading
global enterprises to build and integrate innovation management
skills as a core competency. Customers include ExxonMobil, Altria,
TD Bank, Sodexo, Caterpillar and Cargill.
For more information visit www.imaginatik.com.
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END
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