TIDMINS
RNS Number : 2612R
Instem plc
26 June 2020
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 OR
AUSTRALIA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE OF THIS
ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN INSTEM 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 INSTEM
PLC.
Instem plc
("Instem", the "Company" or the "Group")
Result of Placing
Instem plc (AIM: INS), a leading provider of IT solutions to the
global life sciences market, announces that, further to the
announcement released earlier today, it has successfully raised
gross proceeds of GBP15.75 million (GBP15.0 million net of
expenses) for the Company through a Placing of 3,620,690 New Shares
with certain existing and new institutional investors at a Placing
Price of 435 pence per share. A total of 692,066 Sale Shares have
also been placed at the Placing Price, raising gross proceeds of
GBP3.0 million for the Selling Shareholders. The Placing has now
closed. The Placing Price represents a 4.4 per cent. discount to
the closing mid-market price of 455 pence per Ordinary Share on 25
June 2020, being the latest practicable business day prior to the
announcement of the Placing. The Placing was significantly
oversubscribed.
Participation of the Selling Shareholders in the Placing
A total of 692,066 Sale Shares have been placed on behalf of the
Selling Shareholders, which include certain of the Company's
Persons Discharging Managerial Responsibility ("PDMR") and their
Persons Closely Associated ("PCA"), as follows:
-- 40,000 Sale Shares (120,000 in aggregate) have been placed on
behalf of each of (i) The DG 2008 Discretionary Settlement ("DG
Settlement"), of which David Gare (the Company Chairman) and his
wife are the trustees; (ii) Adrian Gare (David's son); and (iii)
Deborah Walker (David's daughter);
-- 430,066 Sale Shares have been placed on behalf of David
Sherwin, a Non-executive Director of the Company; and
-- Following an exercise of options, 187,427 Option Shares will
be issued to Phil Reason, the Company's Chief Executive Officer, of
which 142,000 have been sold into the Placing on behalf of Mr
Reason.
The resultant interests in Ordinary Shares of Mr David Gare
(held via the DG Settlement as one of his PCAs), Mr Sherwin and Mr
Reason, each a PDMR of the Company, will, following Admission, be
as follows:
No. of No. of
No. of As a % options Ordinary Resulting As a %
Existing of Existing over Ordinary Shares number of Enlarged
Ordinary Ordinary Shares sold in of Ordinary Share
Director/PDMR Shares Shares exercised the Placing Shares Capital
DG 2008 Discretionary
Settlement 578,427 3.5% - (40,000) 538,427 2.6%
---------- ------------- ------------- -------------
Phil Reason 685,287 4.1% 187,427 (142,000) 730,714 3.6%
---------- ------------- ------------- ------------- -------------
David Sherwin 1,180,066 7.1% - (430,066) 750,000 3.7%
---------- ------------- --------------- ------------- ------------- -------------
Lock-in Agreements have been entered into, conditional upon
Admission, with the Company and N+1 Singer pursuant to which, save
for certain limited exceptions, each Selling Shareholder has
undertaken not to sell any further Ordinary Shares for a period of
12 months following Admission.
Grant of Options
The Company also announces that Phil Reason and Nigel Goldsmith
(Chief Financial Officer) have today been granted awards of
nil-cost options over 76,000 and 74,000 Ordinary Shares
respectively under the Instem plc 2018 Long Term Incentive Plan
("LTIP"). These options will ordinarily become exercisable in 2023
pursuant to the rules of the LTIP and with certain of these options
being subject to meeting share price targets.
After these grants of options, Mr Reason and Mr Goldsmith hold
options over a total of 179,429 and 251,500 Ordinary Shares,
respectively. Mr Reason's options exclude the options over 187,427
Ordinary Shares referred to above.
General Meeting
The General Meeting is expected to be convened for the purpose
of passing the Resolutions required to authorise and empower the
Directors to allot the New Shares. It is currently anticipated that
the General Meeting will be held on or around 16 July 2020. The
Circular, including notice convening the General Meeting, is
expected to be despatched to the Shareholders on or around 30 June
2020.
Admission and dealings
Application will be made for the 3,620,690 New Shares and the
187,427 Option Shares to be admitted to trading on AIM and it is
expected that Admission will become effective and that dealings in
the New Shares and the Option Shares will commence at 8.00 a.m. on
17 July 2020.
The New Shares and the Option Shares will, if and when issued,
represent approximately 17.7 per cent. and 0.9 per cent. (and in
aggregate 18.6 per cent.) of the Enlarged Share Capital. The New
Shares and the Option Shares will, if and when issued, rank pari
passu in all respects with the then existing Ordinary Shares
(including the other Sale Shares) including the right to receive
any dividends and other distributions declared following
Admission.
Immediately following Admission, the Enlarged Share Capital is
expected to comprise 20,481,909 Ordinary Shares. Each Ordinary
Share has one voting right. No Ordinary Shares are held in
treasury. Accordingly, immediately following Admission, the total
number of voting rights will be 20,481,909 . From Admission, this
figure may be used by Shareholders as the denominator for the
calculation 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.
For further information please contact:
Instem plc
Phil Reason, Chief Executive Officer
Nigel Goldsmith, Chief Financial
Officer +44 (0) 1785 825 600
N+1 Singer - NOMAD and Broker
Peter Steel (Corporate Finance)
Rachel Hayes (Corporate Broking) +44 (0) 20 7496 3000
Walbrook Financial PR
Tom Cooper
Nick Rome +44 (0) 20 7933 8000
Notification and public disclosure of transactions by persons
discharging managerial responsibilities and persons closely
associated with them (in respect of the grant of share options
today to Mr Reason and Mr Goldsmith)
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Phil Reason
------------------------------------------- ---------------------------------------
2 Reason for the notification
------------------------------------------------------------------------------------
a) Position / status Chief Executive Officer
------------------------------------------- ---------------------------------------
b) Initial notification Initial Notification
/ Amendment
------------------------------------------- ---------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
------------------------------------------------------------------------------------
a) Name Instem plc
------------------------------------------- ---------------------------------------
b) LEI 213800PILYUFNNROQX68
------------------------------------------- ---------------------------------------
4 Details of the transaction(s): section to be repeated for
(i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions have
been conducted
------------------------------------------------------------------------------------
a) Description of the Ordinary shares of 10 pence each
financial instrument
, type of instrument
GB00B3TQCK30
Identification code
------------------------------------------- ---------------------------------------
b) Nature of the transaction Grant of nil cost options under the
Company's LTIP
------------------------------------------- ---------------------------------------
c) Price(s) and volume(s) Price Volume
------------------------------------------- ------------------ -------------------
Nil 76,000
------------------------------------------------------------------- -------------------
d) Aggregated information N/A - single transaction
- Aggregated volume
- Price
------------------------------------------- ---------------------------------------
e) Date of the transaction 26 June 2020
------------------------------------------- ---------------------------------------
f) Place of the transaction Outside a trading venue
------------------------------------------- ---------------------------------------
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Nigel Goldsmith
------------------------------------------- ---------------------------------------
2 Reason for the notification
------------------------------------------------------------------------------------
a) Position / status Chief Financial Officer
------------------------------------------- ---------------------------------------
b) Initial notification Initial Notification
/ Amendment
------------------------------------------- ---------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
------------------------------------------------------------------------------------
a) Name Instem plc
------------------------------------------- ---------------------------------------
b) LEI 213800PILYUFNNROQX68
------------------------------------------- ---------------------------------------
4 Details of the transaction(s): section to be repeated for
(i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions have
been conducted
------------------------------------------------------------------------------------
a) Description of the Ordinary shares of 10 pence each
financial instrument
, type of instrument
GB00B3TQCK30
Identification code
------------------------------------------- ---------------------------------------
b) Nature of the transaction Grant of nil cost options under the
Company's LTIP
------------------------------------------- ---------------------------------------
c) Price(s) and volume(s) Price Volume
------------------------------------------- ------------------ -------------------
Nil 74,000
------------------------------------------------------------------- -------------------
d) Aggregated information N/A - single transaction
- Aggregated volume
- Price
------------------------------------------- ---------------------------------------
e) Date of the transaction 26 June 2020
------------------------------------------- ---------------------------------------
f) Place of the transaction Outside a trading venue
------------------------------------------- ---------------------------------------
Name of authorised official of issuer responsible for making
notification:
Nigel Goldsmith
Company Secretary to Instem plc
Definitions and basis of information
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 26 June 2020 to announce the
launch of the Placing.
In this announcement, references to "GBP", "pence" and "p" are
to the lawful currency of the United Kingdom. All times referred to
in this document are, unless otherwise stated, references to London
time.
Important Notices
This announcement may contain and the Company may make verbal
statements containing "forward-looking statements" with respect to
certain of the Company's plans and its current goals and
expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results.
Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "seek", "may", "could", "outlook" or other words
of similar meaning. By their nature, all forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances which are beyond the control of the Company,
including amongst other things, United Kingdom domestic and global
economic business conditions, market-related risks such as
fluctuations in interest rates and exchange rates, the policies and
actions of governmental and regulatory authorities, the effect of
competition, inflation, deflation, the timing effect and other
uncertainties of future acquisitions or combinations within
relevant industries, the effect of tax and other legislation and
other regulations in the jurisdictions in which the Company and its
affiliates operate, the effect of volatility in the equity, capital
and credit markets on the Company's profitability and ability to
access capital and credit, a decline in the Company's credit
ratings; the effect of operational risks; and the loss of key
personnel. As a result, the actual future financial condition,
performance and results of the Company may differ materially from
the plans, goals and expectations set forth in any forward-looking
statements. Any forward-looking statements made in this
announcement by or on behalf of the Company speak only as of the
date they are made. Except as required by applicable law or
regulation, the Company expressly disclaims any obligation or
undertaking to publish any updates or revisions to any
forward-looking statements contained in this announcement to
reflect any changes in the Company's expectations with regard
thereto or any changes in events, conditions or circumstances on
which any such statement is based.
Nplus1 Singer Advisory LLP is authorised and regulated by the
Financial Conduct Authority (the "FCA") in the United Kingdom and
is acting exclusively for the Company and no one else in connection
with the Bookbuilding Process and 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 Bookbuilding Process or 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 to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than 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.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that the Placing Shares are: (i) compatible
with an end target market of (a) retail investors, (b) investors
who meet the criteria of professional clients and (c) eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, distributors should note that: the price
of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed
income and no capital protection; and an investment in the Placing
Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is
without
prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, N+1 Singer will only procure investors who meet the
criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
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
ROIKZGZVZVNGGZM
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