NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO OR WITHIN THE UNITED STATES,
AUSTRALIA, NEW ZEALAND, CANADA, SOUTH AFRICA OR JAPAN, OR ANY
MEMBER STATE OF THE EEA, OR ANY OTHER JURISDICTION WHERE, OR TO ANY
OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE A VIOLATION OR
BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE
IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (EU) 596/2014 WHICH FORMS PART OF UK
LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK
MAR").
9 October 2024
IXICO PLC
("IXICO" or the "Company")
Result of Placing and
Subscription
Further to the announcement made on
8 October 2024 regarding a proposed placing, subscription and
retail offer (the "Launch
Announcement"), IXICO plc (AIM:
IXI) is pleased to announce that it
has conditionally raised gross proceeds of £4.0 million (before expenses) under
the Placing and Subscription, at the Issue Price of
9.5 pence per
share.
The Issue Price of 9.5 pence
represents a premium of 5.6 per cent. to the closing middle market
price of 9.0 pence per Ordinary Share on 7 October 2024, being the
last business day prior to the announcement of the
Fundraising.
Cavendish Capital Markets Limited is
acting as agent for and on behalf of the Company in respect of the
Placing. The Placing was undertaken through an accelerated
bookbuild process.
The Retail Offer was launched by way
of a separate announcement at 4.40
p.m. on 8
October 2024. A further announcement will be made
on 15 October 2024
announcing the result of the Retail Offer.
Related party transactions
British Growth Fund, Octopus
Investments and Gresham House Asset Management are each substantial
Shareholders in the Company (as defined in
the AIM Rules) and have conditionally subscribed
for 3,963,000, 10,627,000 and
11,071,000 New Ordinary Shares at the
Issue Price respectively. The participation
of British Growth Fund, Octopus Investments
and Gresham House Asset Management each
constitutes a related party transaction under Rule 13 of the AIM
Rules.
The Directors, having consulted with the Company's Nominated Adviser,
Cavendish Capital Markets Limited, consider that the terms of the
participation in the Fundraising by British Growth Fund, Octopus
Investments and Gresham House Asset Management are fair and
reasonable insofar as the Company's Shareholders are
concerned.
Furthermore, certain of the
Company's Directors (the "Subscribing Directors"), have subscribed for an
aggregate of 789,472 New Ordinary Shares at the Issue Price as part
of the Subscription, as follows:
Name
|
Number of New Ordinary Shares
conditionally acquired by relevant person
|
Bram Goorden
|
526,315
|
Grant Nash
|
105,263
|
Dipti Amin
|
105,263
|
Katherine Rogers
|
52,631
|
The participation of the Subscribing
Directors each constitutes related party transactions under Rule 13
of the AIM Rules.
Accordingly, Mark Warne as independent director, having consulted with the
Company's Nominated Adviser, Cavendish Capital Markets Limited,
considers that the terms of the participation in the Fundraising by
the Subscribing Directors are fair and reasonable insofar as the
Company's Shareholders are concerned.
Subscription Agreements
The Company has entered into a
subscription agreement with each Subscribing Director in relation
to their participation in the Subscription.
The terms and conditions of each
subscription agreement provide that each subscriber's investment is
made at the Issue Price and will complete at the same time as the
Placing, conditional on Admission and the approval of Shareholders
of Resolutions 1 and 3 at the General Meeting.
General Meeting
The Fundraising and the issue of the
New Ordinary Shares are conditional upon, among other things,
Resolutions 1 and 3 being duly passed by Shareholders at the
General Meeting.
The Circular, containing further
details of the Fundraising and notice of the General Meeting to be
held on or around 11.00 a.m. on 25
October 2024 to,
inter alia, approve the
resolutions required to implement the Fundraising, is expected to
be published and despatched to Shareholders on 9 October 2024.
Following its publication, the Shareholder Circular will be
available on the Group's website https://ixico.com/investors.
Admission, Settlement and Dealings
Application will be made to the
London Stock Exchange for admission of the New Ordinary Shares to
trading on AIM, being the market of that name operated by the
London Stock Exchange.
It is expected that admission of the
New Ordinary Shares will take place on or around 8.00 a.m.
on 28 October 2024
and that dealings in the New Ordinary Shares on AIM will commence
at the same time.
In addition to the passing of
Resolutions 1 and 3 at the General Meeting, the Placing and
Subscription, are conditional upon, inter alia, Admission becoming
effective. The Placing is not subject to clawback under the Retail
Offer.
Following Admission of the
Placing Shares and the Subscription Shares and assuming the full
take up of the Retail Offer, the Company will have 93,088,215
Ordinary Shares in issue. The New Ordinary Shares will, when
issued, be fully paid and will rank pari passu in all respects with
the Existing Ordinary Shares, including the right to receive all
dividends and other distributions declared, made or paid after the
date of issue.
A further announcement will be made
in relation to total voting rights in the Company's share capital
following the issue of the New Ordinary Shares.
For the purposes of UK MAR, the
person responsible for arranging release of this announcement on
behalf of the Company is Bram Goorden, Chief Executive
Officer.
Capitalised terms used in this
announcement (this "Announcement") have the meanings given
to them in the Launch Announcement, unless the context provides
otherwise.
This announcement should be read in
conjunction with the full text of the Circular to be posted to
Shareholders on 9 October 2024, a copy of which shall be available on the Company's website
at https://ixico.com/investors.
For
further information please contact:
IXICO plc
|
+44 (0) 20 3763 7499
|
Bram Goorden, Chief Executive
Officer
Grant Nash, Chief Financial
Officer
|
|
|
|
Cavendish Capital Markets Limited
(Nominated adviser and sole broker)
|
+44 (0) 20 7220 0500
|
Giles Balleny / Dan
Hodkinson (Corporate
Finance)
|
|
Nigel Birks (Life Sciences Specialist
Sales)
Harriet Ward (Corporate Broking)
Michael F Johnson / Tamar Cranford Smith
(Sales)
|
|
| |