TIDMJDG
RNS Number : 7925B
Judges Scientific PLC
06 June 2023
Press Release
Judges Scientific plc
("Judges Scientific", "Judges", the "Company" or the
"Group")
Payment of Geotek Earn-out
Issue of Ordinary Shares
and
Total Voting Rights
Judges Scientific, a group focused on acquiring and developing
companies in the scientific instrument sector, announces payment of
the Earn-out consideration for the acquisition of Geotek pursuant
to its announcement on 23 May 2022 (the "Geotek Announcement").
Payment of Earn Out Consideration via Cash and issue of Ordinary
Shares
On 23 May 2022, the Company completed its acquisition of Geotek
for total consideration of up to GBP80 million plus excess cash,
consisting of an initial cash consideration of GBP45 million, paid
on completion and further contingent consideration of up to GBP35
million (the "Earn-out") to be satisfied through a mixture of cash
and new ordinary shares in the Company. The Earn-out was payable on
achievement of a minimum adjusted EBIT of GBP6.4 million for the
calendar year 2022 increasing pro rata on a 7:1 ratio until it
reached a cap when an adjusted EBIT of GBP11.4 million was
achieved. The Company is pleased to announce that Geotek has met
the conditions required to achieve the maximum Earn-out.
As set out in the Geotek Announcement, the Earn-out is to be
satisfied half in cash and half in new ordinary shares in Judges to
be issued at a price of GBP76.80 per new ordinary share, Judges'
prevailing share price at the time of signing heads of terms with
Geotek's vendors. Accordingly, the Company has issued 227,863
ordinary shares of 5p each ("Ordinary Shares") to the vendors of
Geotek to satisfy the ordinary share element of the Earn-out. The
remaining consideration in respect of Earn-out has been paid in
cash.
Application for admission of the new Ordinary Shares to trading
on AIM has been made and dealing in the new Ordinary Shares is
expected to commence at 8.00 a.m. on 9 June 2023. The new Ordinary
Shares will rank pari-passu with the Company's existing issued
Ordinary Shares.
Issue of Ordinary Shares
As detailed in the Geotek Acquisition, the transaction was
originated by Charles Holroyd, a non-executive director of Judges
and, as with all Judges Scientific non-executive directors, and as
disclosed in the Group's Annual Report and Accounts, he is
incentivised to originate acquisitions on behalf of the Group and
accordingly is entitled to an Introduction Fee in respect of the
acquisition. Pursuant to the Introduction Fee, Judges has today
issued 2,278 new Ordinary shares to Charles Holroyd in relation to
the Earn-out.
Following the issue of shares, Mr Holroyd now holds 7,223
Ordinary Shares representing 0.1% of the total issued share capital
and voting rights in the Company.
Application for admission of the new Ordinary Shares to trading
on AIM has been made and dealing in the new Ordinary Shares is
expected to commence at 8.00 a.m. on 9 June 2023. The new Ordinary
Shares will rank pari-passu with the Company's existing issued
Ordinary Shares.
Total Voting Rights
Following admission of the new Ordinary Shares, Judges confirms
that the total issued share capital has increased to 6,605,078
Ordinary Shares.
There are no Ordinary Shares held in treasury. Each Ordinary
Share carries voting rights on the basis of one vote per Ordinary
Share. Therefore, the total number of voting rights in Judges
Scientific is 6,605,078 Ordinary Shares.
The above figure may be used by shareholders as the denominator
for calculations to determine if they have a notifiable interest in
Judges Scientific under the Disclosure and Transparency Rules, or
if such interest has changed.
Capitalised terms used in this announcement shall, unless
otherwise defined, have the same meaning as in the Geotek
Announcement.
- Ends -
For further information please contact:
Judges Scientific plc Shore Capital (Nominated Adviser
David Cicurel, CEO & Joint Broker)
Brad Ormsby, Group FD Stephane Auton
Tel: +44 (0) 20 3829 6970 Iain Sexton
Tel: +44 (0) 20 7408 4090
Liberum (Joint Broker) Investec Bank plc (Joint Broker)
Edward Mansfield Virginia Bull
William Hall Carlton Nelson
Tel : +44 (0) 20 3100 2222 Tel: +44 (0) 207 597 4000
Alma PR (Financial Public
Relations)
Sam Modlin
Justine James
Joe Pederzolli
Tel: +44 (0) 20 3405 0205
judges@almapr.co.uk
Notes to editors:
Judges Scientific plc (AIM: JDG), is a group focused on
acquiring and developing companies in the scientific instrument
sector. The Group now consists of 22 businesses acquired since
2005.
The acquired companies are primarily UK-based with products sold
worldwide to a diverse range of markets including: higher education
institutions, scientific research facilities, manufacturers and
regulatory authorities. The UK is a recognised centre of excellence
for scientific instruments. The Group has received five Queen's
Awards for innovation and export.
The Group's companies predominantly operate in global niche
markets, with long term growth fundamentals and resilient
margins.
Judges Scientific maintains a policy of selectively acquiring
businesses that generate sustainable profits and cash. Shareholder
returns are created through the reduction of debt, organic growth
and dividends.
For further information, please visit www.judges.uk.com
Details of the person discharging managerial responsibilities
1 / person closely associated
a) Name Charles Holroyd
--------------------------- --------------------------------------
Reason for the notification
2
-------------------------------------------------------------------
a) Position/status Non Executive Director
--------------------------- --------------------------------------
b) Initial notification Initial notification
/Amendment
--------------------------- --------------------------------------
Details of the issuer, emission allowance market participant,
3 auction platform, auctioneer or auction monitor
-------------------------------------------------------------------
a) Name Judges Scientific plc
--------------------------- --------------------------------------
b) LEI 2138004EXWWPTW1JOL31
--------------------------- --------------------------------------
Details of the transaction(s): section to be repeated
4 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 in Judges Scientific
financial instrument, plc
type of instrument
Identification code GB0032398678
--------------------------- --------------------------------------
b) Nature of the transaction Issue of shares in payment of an
introduction fee in relation to a
transaction by the Company
--------------------------- --------------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
7680.0p 2,278
----------
--------------------------- --------------------------------------
d) Aggregated information N/A (single transaction)
- Aggregated volume
- Price
--------------------------- --------------------------------------
e) Date of the transaction 06/06/2023
--------------------------- --------------------------------------
f) Place of the transaction London Stock Exchange, AIM Market
(XLON)
--------------------------- --------------------------------------
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.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
MSCEAXKKELSDEEA
(END) Dow Jones Newswires
June 06, 2023 03:45 ET (07:45 GMT)
Judges Scientific (LSE:JDG)
Gráfica de Acción Histórica
De Abr 2024 a May 2024
Judges Scientific (LSE:JDG)
Gráfica de Acción Histórica
De May 2023 a May 2024
