TIDMVID
RNS Number : 0585U
Videndum PLC
21 November 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA,
SWITZERLAND, SOUTH KOREA, ISRAEL, SOUTH AFRICA, JAPAN, SINGAPORE
AND THE UNITED STATES AND ANY OTHER JURISDICTION WHERE TO DO SO
WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF
SUCH JURISDICTION.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE OR
FORM PART OF A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT.
NOTHING HEREIN SHALL CONSTITUTE OR FORM PART OF ANY OFFER,
INVITATION OR RECOMMATION TO PURCHASE, SELL OR SUBSCRIBE FOR ANY
SECURITIES IN ANY JURISDICTION. NOTHING IN THIS ANNOUNCEMENT SHOULD
BE INTERPRETED AS A TERM OR CONDITION OF THE CAPITAL RAISING.
NOTHING CONTAINED HEREIN SHALL FORM THE BASIS OF OR BE RELIED UPON
IN CONNECTION WITH, OR ACT AS AN INDUCEMENT TO ENTER INTO, ANY
INVESTMENT ACTIVITY. ANY DECISION TO PURCHASE, SUBSCRIBE FOR,
OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY NEW ORDINARY
SHARES MUST BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED
IN AND INCORPORATED BY REFERENCE INTO THE PROSPECTUS ONCE
PUBLISHED. COPIES OF THE PROSPECTUS WILL, FOLLOWING PUBLICATION, BE
AVAILABLE FROM THE REGISTERED OFFICE OF THE COMPANY AND ON ITS
WEBSITE AT WWW.VIDUM.COM, SUBJECT TO APPLICABLE LAW AND
REGULATIONS. PLEASE SEE THE IMPORTANT NOTICES AT THE OF THIS
ANNOUNCEMENT.
21 November 2023
VIDUM PLC
Completion of Bookbuild for Firm Placing and Placing
Further to its announcement yesterday in relation to a Capital
Raising (the " Capital Raise Announcement "), Videndum plc (the "
Company ") is pleased to announce the completion of the Bookbuild
for the Firm Placing and conditional Placing of Open Offer
Shares.
Defined terms in this announcement shall have the meaning
ascribed to them in the Capital Raise Announcement unless otherwise
specified.
Pursuant to the Firm Placing and Placing and Open Offer, a total
of 46,870,787 New Ordinary Shares will be issued at the Offer Price
of 267 pence per New Ordinary Share (subject to the conditions
noted below), raising gross proceeds of approximately GBP125
million. The Offer Price of 267 pence per New Ordinary Share
represents a discount of 3.3% to the Closing Price of 276 pence per
Ordinary Share on 20 November 2023.
The New Ordinary Shares will rank pari passu in all other
respects with the Ordinary Shares currently in issue.
Result of the Firm Placing and the Placing
28,122,472 New Ordinary Shares (" Firm Placed Shares ") have
been placed under the Firm Placing. 18,748,315 New Shares ("
Placing Shares ") have been placed under the Placing, subject to
clawback to satisfy valid applications by Qualifying Shareholders
under the terms of the Open Offer. The Firm Placed Shares are not
subject to clawback and are not part of the Placing and Open
Offer.
Open Offer
The Open Offer will open today with Qualifying Shareholders
having an Open Offer Entitlement of 2 Open Offer Shares for every 5
Existing Ordinary Shares registered in the name of the relevant
Qualifying Shareholder on the Record Date (and so in proportion to
any other Existing Ordinary Shares then held) on the terms and
subject to the conditions set out in the Prospectus (and in the
case of Qualifying Non-CREST Shareholders, the Application Form
which will accompany the Prospectus). Open Offer Entitlements are
expected to be credited to stock accounts in CREST (for Qualifying
CREST Shareholders only) as soon as practicable after 8.00 a.m. on
22 November 2023. The Open Offer is expected to close at 11:00 a.m.
on 6 December 2023.
Further details on the Open Offer are included in the
Prospectus.
Related Party Transactions
Major Shareholders
Alantra is a related party of the Company for the purposes of
the Listing Rules as it is a substantial shareholder of the Company
which is entitled to exercise, or control the exercise of, 21.14%
of the votes able to be cast at general meetings of the Company (as
at the Latest Practicable Date).
The maximum amount to be paid by Alantra for the New Ordinary
Shares to be issued pursuant to the Capital Raising is
approximately GBP30 million. Accordingly, the issue of such New
Ordinary Shares to Alantra is a transaction of sufficient size to
require Shareholder approval under the Listing Rules as Alantra is
a related party, which will be sought at the General Meeting
(Alantra and its affiliates will not vote on this resolution).
The rules regarding related party transactions under paragraphs
11.1.7R to 11.1.10R of the Listing Rules do not apply to any New
Ordinary Shares issued to Alantra as a result of it taking up its
Open Offer Entitlements. Such rules are, however, applicable to any
New Ordinary Shares issued to Alantra pursuant to the Firm Placing
and Placing, the maximum amount to be paid by Alantra for such New
Ordinary Shares being approximately GBP30 million.
Directors
Each Director is a related party of the Company for the purposes
of the Listing Rules. In connection with the Capital Raising, each
of the Directors has agreed to subscribe for additional Ordinary
Shares, which amount to 459,167 Ordinary Shares in aggregate, at
the Offer Price, pursuant to direct subscription agreements with
the Company, conditional upon Admission.
The subscriptions by the Directors pursuant to the Director and
Senior Management Subscriptions are exempt in each case from the
rules regarding related party transactions under chapter 11 of the
Listing Rules due to the size of each Director and Senior
Management Subscription relative to the Company's market
capitalisation. None of the Directors intend to take part in either
the Firm Placing or the Placing and Open Offer.
The Prospectus has been published by Videndum plc and will be
sent to Shareholders that have elected to receive hard copies of
such shareholder documentation as soon as practicable and a copy is
available on the Company's website at
https://videndum.com/investors/proposed-equity-raise/ .
For further information, please contact:
Videndum plc
Stephen Bird, Group Chief Executive
Andrea Rigamonti, Group Chief Financial Officer
Jennifer Shaw, Group Communications Director +44 (0)20 8332 4602
N.M. Rothschild & Sons Limited (Sponsor and Financial Adviser)
Ravi Gupta
John Byrne
Shannon Nicholls
Ricky Paul +44 (0) 20 7280 5000
---------------------
Jefferies International Limited (Joint Global Coordinator and Joint Bookrunner)
Ed Matthews
Lee Morton
Will Soutar +44 (0)20 7029 8000
---------------------
Investec plc (Joint Global Coordinator and Joint Bookrunner)
David Flin
Ben Griffiths
Will Brinkley +44 (0) 20 7597 5970
---------------------
MHP Group (Communications Adviser)
Tim Rowntree
Ollie Hoare
Robert Collett-Creedy +44 (0) 7817 458 804
Christian Harte +44 (0) 7736 464 749
---------------------
Important notices
This announcement has been issued by and is the sole
responsibility of the Company. The information contained in this
announcement is for background purposes only and does not purport
to be full or complete. No reliance may or should be placed by any
person for any purpose whatsoever on the information contained in
this announcement or on its accuracy, fairness or completeness. The
information in this announcement is subject to change without
notice.
This announcement is not a prospectus (or a prospectus
equivalent document) but an advertisement for the purposes of the
Prospectus Regulation Rules of the FCA. Neither this announcement
nor anything contained in it shall form the basis of, or be relied
upon in conjunction with, any offer or commitment whatsoever in any
jurisdiction. Investors should not acquire any New Ordinary Shares
referred to in this announcement except on the basis of the
information contained in the Prospectus to be published by the
Company in connection with the Capital Raising.
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. The Prospectus will
provide further details of the New Ordinary Shares being offered
pursuant to the Capital Raising.
This announcement (and the information contained herein) is not
for release, publication, transmission, forwarding or distribution,
directly or indirectly, in whole or in part, in, into or within the
United States of America, its territories and possessions, any
State of the United States or the District of Columbia
(collectively, the " United States "). This announcement is for
information purposes only and is not intended to constitute, and
should not be construed as, an offer to sell or issue, or a
solicitation of any offer to purchase, subscribe for or otherwise
acquire, securities in the United States. Securities may not be
offered or sold in the United States absent registration under the
US Securities Act of 1933, as amended (the " US Securities Act "),
or an exemption therefrom. The New Ordinary Shares have not been
and will not be registered under the US Securities Act or under any
securities laws of any state or other jurisdiction of the United
States and may not be offered, sold, pledged, taken up, exercised,
resold, renounced, transferred or delivered, directly or
indirectly, in or into the United States except pursuant to an
applicable exemption from, or in a transaction not
subject to, the registration requirements of the US Securities
Act and in compliance with any applicable securities laws of any
state or other jurisdiction of the United States. No public
offering of the New Ordinary Shares has been or will be made in the
United States. Subject to certain limited exceptions, Application
Forms have not been, and will not be, sent to, and Open Offer
Entitlements have not been, and will not be, credited to the CREST
account of, any Qualifying Shareholder with a registered address in
or that is known to be located in the United States. None of the
New Ordinary Shares, Open Offer Entitlements, Application Forms,
this announcement or any other document connected with the Capital
Raising has been or will be approved or disapproved by the United
States Securities and Exchange Commission or by the securities
commissions of any state or other jurisdiction of the United States
or any other regulatory authority, nor have any of the foregoing
authorities passed upon or endorsed the merits of the offering of
the New Ordinary Shares, or the accuracy or adequacy of the
Application Forms, this announcement or any other document
connected with the Capital Raising. Any representation to the
contrary is a criminal offence in the United States.
This announcement is for information purposes only and is not
intended to and does not constitute or form part of any offer or
invitation to purchase or subscribe for, or any solicitation to
purchase or subscribe for New Ordinary Shares or to take up any
entitlements to New Ordinary Shares in any jurisdiction. No offer
or invitation to purchase or subscribe for, or any solicitation to
purchase or subscribe for New Ordinary Shares or to take up any
entitlements to New Ordinary Shares will be made in any
jurisdiction in which such an offer or solicitation is unlawful.
The information contained in this announcement and the Prospectus
is not for release, publication or distribution to persons in
Australia, Canada, Switzerland, South Korea, Israel, South Africa,
Japan, Singapore and the United States, and any other jurisdiction
where the extension or availability of the Capital Raising (and any
other transaction contemplated thereby) would breach any applicable
law or regulation, and, subject to certain exceptions, should not
be distributed, forwarded to or transmitted in or into any
jurisdiction, where to do so might constitute a violation of local
securities laws or regulations.
The distribution of this announcement, the Prospectus, the
Application Form and the offering or transfer of New Ordinary
Shares into jurisdictions other than the United Kingdom may be
restricted by law, and, therefore, persons into whose possession
this announcement, the Prospectus, the Application Form and/or any
accompanying documents comes should inform themselves about and
observe any such restrictions. Any failure to comply with any such
restrictions may constitute a violation of the securities laws of
such jurisdiction. In particular, subject to certain exceptions,
this announcement, the Prospectus (once published) and the
Application Forms (once printed) should not be distributed,
forwarded to or transmitted in or into Australia, Canada,
Switzerland, South Korea, Israel, South Africa, Japan, Singapore
and the United States, or any other jurisdiction where the
extension or availability of the Capital Raising (and any other
transaction contemplated thereby) would breach any applicable law
or regulation.
Recipients of this announcement and/or the Prospectus should
conduct their own investigation, evaluation and analysis of the
business, data and property described in this announcement and/or
the Prospectus. This announcement does not constitute a
recommendation concerning any investor's options with respect to
the Capital Raising. The price and value of securities can go down
as well as up. Past performance is not a guide to future
performance. The contents of this announcement are not to be
construed as legal, business, financial or tax advice. Each
shareholder or prospective investor should consult his, her or its
own legal adviser, business adviser, financial adviser or tax
adviser for legal, financial, business or tax advice.
Notice to all investors
Rothschild & Co is authorised and regulated by the FCA in
the United Kingdom. Rothschild & Co is acting exclusively for
Videndum plc and no one else in connection with this announcement
and the Capital Raising will not be responsible to anyone other
than Videndum plc for providing the protections afforded to its
clients nor for providing advice to any person in relation to the
Capital Raising or any matters referred to in this
announcement.
Investec Bank plc (" IBP ") is authorised in the United Kingdom
by the Prudential Regulation Authority and regulated by the FCA and
the Prudential Regulation Authority in the United Kingdom. Investec
Europe Limited (trading as Investec Europe) (" IEL "), acting as
agent on behalf of IBP in certain jurisdictions in the EEA (IBP and
IEL together hereafter referred to as " Investec "), is regulated
in Ireland by the Central Bank of Ireland. Jefferies is authorised
and regulated by the FCA in the United Kingdom. Investec and
Jefferies are acting exclusively for Videndum plc and no one else
in connection with this announcement and the Capital Raising and
will not be responsible to anyone other than Videndum plc for
providing the protections afforded to its clients nor for providing
advice to any person in relation to the Capital Raising or any
matters referred to in this announcement.
None of the Banks, nor any of their respective subsidiaries,
branches or affiliates, nor any of their respective directors,
officers or employees owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of Rothschild & Co, Investec or Jefferies in
connection with the Capital Raising, this announcement, any
statement contained herein, or otherwise.
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 the Banks, nor any of their respective
subsidiaries, branches, affiliates or agents as to, or in relation
to, the accuracy or completeness of this announcement or any other
information made available to or publicly available to any
interested party or its advisers, whether written, oral or in a
visual or electronic form, and howsoever transmitted or made
available, and any liability therefore is expressly disclaimed.
None of the information in this announcement has been independently
verified or approved by the Banks or any of their respective
affiliates.
The Joint Global Co-ordinators, in accordance with applicable
legal and regulatory provisions, may engage in transactions in
relation to the New Ordinary Shares and/or related instruments for
their own account for the purpose of hedging their underwriting
exposure or otherwise. In connection with the Capital Raising, the
Joint Global Co-ordinators and any of their respective affiliates,
acting as investors for their own accounts may acquire New Ordinary
Shares as a principal position and in that capacity may retain,
acquire, subscribe for, purchase, sell, offer to sell or otherwise
deal for their own accounts in such New Ordinary Shares and other
securities of the Company or related investments in connection with
the Capital Raising or otherwise. Accordingly, references in this
announcement to the New Ordinary Shares being issued, offered,
subscribed, acquired, placed or otherwise dealt in should be read
as including any issue, offer, subscription, acquisition, placing
or dealing by each of the Joint Global Co-ordinators and any of
their respective affiliates acting as investors for their own
accounts. In addition, certain of the Joint Global Co-ordinators or
their respective affiliates may enter into financing arrangements
(including swaps or contracts for difference) with investors in
connection with which such Joint Global Co-ordinators (or their
respective affiliates) may from time to time acquire, hold or
dispose of New Ordinary Shares.
In the event that the Joint Global Co-ordinators acquire New
Shares which are not taken up by Qualifying Shareholders (as
defined in the Prospectus), the Joint Global Co-ordinators may
co-ordinate disposals of such shares in accordance with applicable
law and regulation. Except as required by applicable law or
regulation, the Joint Global Co-ordinators and their respective
affiliates do not propose to make any public disclosure in relation
to such transactions.
Information to distributors
Solely for the purposes of the product governance requirements
of Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the " UK Product Governance Requirements "),
and disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the UK Product Governance Requirements) may otherwise have with
respect thereto the New Ordinary Shares have been subject to a
product approval process, which has determined that they each are:
(a) compatible with an end target market of retail investors and
investors who meet the criteria of professional clients and
eligible counterparties, each as defined in Chapter 3 of the FCA
Handbook Conduct of Business Sourcebook; and (b) eligible for
distribution through all permitted distribution channels (the "
Target Market Assessment "). Notwithstanding the Target Market
Assessment, "distributors" (for the purposes of the UK Product
Governance Requirements) should note that: the price of the New
Ordinary Shares may decline and investors could lose all or part of
their investment; the New Ordinary Shares offer no guaranteed
income and no capital protection; and an investment in the New
Ordinary 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 any contractual, legal or regulatory
selling restrictions in relation to the Capital Raising.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, the Joint Global Co-ordinators 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: (i) an assessment of suitability or appropriateness
for the purposes of Chapters 9A or 10A, respectively, of the FCA
Handbook Conduct of Business Sourcebook; or (ii) a recommendation
to any investor or group of investors to invest in, or purchase, or
take any other action whatsoever with respect to, the New Ordinary
Shares. Each distributor is responsible for undertaking its own
target market assessment in respect of the New Ordinary Shares and
determining appropriate distribution channels.
This information is provided by RNS, the news service of the
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END
MSCXBLLLXFLBFBV
(END) Dow Jones Newswires
November 21, 2023 02:00 ET (07:00 GMT)
Videndum (AQSE:VID.GB)
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부터 10월(10) 2024 으로 11월(11) 2024
Videndum (AQSE:VID.GB)
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부터 11월(11) 2023 으로 11월(11) 2024
