TIDMINS
RNS Number : 3704J
Instem plc
26 April 2022
Instem plc
("Instem", the "Group" or the "Company")
Earn Outs and Deferred Payments
Instem plc (AIM: INS), a leading provider of IT solutions to the
global life sciences market, is pleased to announce that the first
tranches of the agreed earn out and deferred payments in respect of
the acquisition of the entire share capital of d-Wise Technologies,
Inc ("d-wise") and d-wise's subsidiaries, which completed on 1
April 2021, have now been made.
As a result of d-wise achieving its earn out targets in the
financial year ended 31 December 2021, Instem has paid the initial
earn out consideration of $1.5m in ordinary shares of 10 pence each
in Instem ("Ordinary Shares") ("Initial Earn Out
Consideration").
The Company has also paid the first tranche of the deferred
consideration (due to certain vendors in d-wise) comprising
$3,191,775 in cash and $1,042,604 in Ordinary Shares which was
payable on the 12-month anniversary of completion ("Deferred
Consideration").
Instem, through its subsidiary Instem Inc., acquired d-wise for
an initial consideration of $20m in cash and shares, subject to an
adjustment mechanism plus any deferred consideration and any earn
out payable under the terms of the share purchase agreement.
Following payment of the Initial Earn Out Consideration, a further
earn out consideration of $1.5m remains payable in cash on the
24-month anniversary of completion of the acquisition.
Additionally, the second tranche of the deferred consideration,
comprising $4m plus interest in cash, will be payable on the
24-month anniversary of completion.
Separately, the Company is also pleased to announce that the
full GBP2.0m earn out has been achieved in respect of the
acquisition of the entire share capital of The Edge Software
Consultancy Ltd ("The Edge"), which completed on 1 March 2021. As a
result of The Edge achieving its earn out targets in the twelve
month period post-completion, GBP1.0m will be paid in cash to the
vendors of The Edge by 31 May 2022, with a further GBP1.0m to be
paid in cash on or before 1 March 2023. In addition the GBP0.5m
deferred consideration was paid at the end of February 2022.
Issue of Equity and Admission
As a result, 176,124 Ordinary Shares have been issued in respect
of the Initial Earn Out Consideration at an issue price 650p per
Ordinary Share, calculated at the average middle market closing
price over the five business days immediately preceding but
excluding 30 March 2022.
In addition, 120,828 Ordinary Shares have been issued in respect
of the Deferred Consideration and have been issued at a price 657p
per Ordinary Share, calculated at the average middle market closing
price over the five business days immediately preceding but
excluding 31 March 2022.
Application has been made to the London Stock Exchange for a
total of 296,952 new Ordinary Shares to be admitted to trading on
AIM ("New Ordinary Shares"). Admission of the New Ordinary Shares
is expected to take place at 8.00 a.m. on 29 April 2022.
Lock-ins
Of the 296,952 New Ordinary Shares issued in total to the d-wise
vendors in connection with the Initial Earn Out Consideration and
Deferred Consideration, 199,101 New Ordinary Shares will remain
subject to lock-ins until 07 June 2022 and 164,972 New Ordinary
Shares will remain subject to lock-ins until 20 March 2023. This
means that, also taking into account Ordinary Shares that were
issued at completion of the acquisition and that remain subject to
lock-ins, a total of 781,214 Ordinary Shares will remain subject to
lock-ins until 07 June 2022 and 647,294 Ordinary Shares will remain
subject to lock-ins until 20 March 2023.
Total Voting Rights
Following the issue and allotment of the New Ordinary Shares,
the Company's issued share capital comprises 22,676,808 Ordinary
Shares. The Company does not hold any Ordinary Shares in treasury.
Therefore the total number of voting rights in the Company is
22,676,808.
The figure of 22,676,808 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 of their
interest in, the Company under the FCA's Disclosure and
Transparency Rules.
For further information, please contact:
Instem plc Via Walbrook
Phil Reason, CEO
Nigel Goldsmith, CFO
Singer Capital Markets (Nominated Adviser
& Joint Broker) +44 (0) 20 7496 3000
Peter Steel
Alex Bond
Rachel Hayes
Stifel Nicolaus Europe Limited (Joint
Broker) +44 (0)20 7710 7600
Ben Maddison
Alex Price
Walbrook Financial PR +44 (0) 20 7933 8780
Tom Cooper instem@walbrookpr.com
Nick Rome
About Instem
Instem is a leading provider of IT solutions & services to
the life sciences market delivering compelling solutions for Study
Management Regulatory Submissions, Clinical Trial Acceleration, and
Informatics-based Insight Generation.
Instem solutions are in use by over 700 customers worldwide,
including all the largest 25 pharmaceutical companies, enabling
clients to bring life enhancing products to market faster. Instem's
portfolio of software solutions increases client productivity by
automating study-related processes while offering the unique
ability to generate new knowledge through the extraction and
harmonisation of actionable scientific information.
Instem products and services address aspects of the entire drug
development value chain, from discovery through to market launch.
Management estimate that over 50% of all drugs on the market have
been through some part of Instem's platform at some stage of their
development.
To learn more about Instem solutions and its mission, please visit www.instem.com
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END
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