TIDMVID
RNS Number : 0722W
Videndum PLC
07 December 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 A PART OF A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT.
NOTHING HEREIN SHALL CONSTITUTE OR FORM A 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 SECURITIES
MENTIONED HEREIN 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.
7 December 2023
VIDUM plc
Results of Capital Raising and General Meeting
On 20 November 2023, Videndum plc ("Videndum" or the "Company")
announced details of a Firm Placing and Placing and Open Offer (the
"Capital Raising") to raise gross proceeds of GBP125 million,
approximately GBP75 million by way of a Firm Placing of 28,122,472
New Ordinary Shares and approximately GBP50 million by way of a
Placing and Open Offer of 18,748,315 New Ordinary Shares, in each
case at an issue price of 267 pence per New Ordinary Share. The
Open Offer Shares were conditionally placed with Conditional
Placees subject to the Placing, subject to clawback to satisfy Open
Offer Entitlements taken up by Qualifying Shareholders. The Firm
Placing Shares are not subject to clawback and are not part of the
Open Offer. Concurrently with the Capital Raising, the Directors
and certain members of the senior management will directly
subscribe for 459,167 New Ordinary Shares at the Offer Price.
The Open Offer closed for acceptances at 11.00 a.m. on 6
December 2023. The Company has received valid acceptances from
Qualifying Shareholders under their Open Offer Entitlements in
respect of 15,816,322 New Ordinary Shares, representing
approximately 84.4% of the Open Offer Shares.
Stephen Bird, Group Chief Executive, commented:
"We are pleased with the very strong response to the Capital
Raising and I would like to thank both our shareholders and new
investors for their support. We now have a robust capital base
which will enable Videndum to focus its resources on strategic
execution and long-term value creation for shareholders through our
market-leading, premium brands which are focused on the content
creation market."
The Company is also pleased to announce that, at the General
Meeting of the Company held at 10.30 a.m. on 7 December 2023, the
Resolutions (as set out in the Notice of General Meeting found at
the end of the combined circular and prospectus of the Company
published on 21 November 2023 (the "Prospectus")) were duly passed
as ordinary and special resolutions (as applicable), each on a poll
vote (in which every member present in person or by proxy and
eligible to vote on the resolution had one vote for each share
held).
The number of votes for and against the Resolutions, and the
number of votes withheld, in the poll, on which Equiniti (the
Company's registrar) acted as scrutineer, were as follows:
RESOLUTION FOR AGAINST TOTAL WITHHELD
No. of % of No. of votes % of votes cast Votes cast % of issued No. of votes
votes votes share capital
cast
----------- ------- ------------- ---------------- ----------- ---------------- -------------
Ordinary resolutions
1. To authorise
the allotment
of New Ordinary
Shares up to an
aggregate
nominal amount
of
GBP9,465,991
pursuant to the
Capital Raising
and the
Director and
Senior
Management
Subscriptions
at an issue
price of 267
pence per New
Ordinary Share 36,435,189 98.00 742,658 2.00 37,177,847 79.32 254,388
----------- ------- ------------- ---------------- ----------- ---------------- -------------
2. To authorise
the allotment
of up to
47,329,954 New
Ordinary Shares
pursuant to the
Capital
Raising and the
Director and
Senior
Management
Subscriptions
at an issue
price of 267
pence,
which is at a
3.3% discount
to the Closing
Price at 20
November 2023 36,402,182 98.02 733,625 1.98 37,135,807 79.23 296,428
----------- ------- ------------- ---------------- ----------- ---------------- -------------
3. To approve
the
subscription by
Alantra EQMC
Asset
Management
SGIIC S.A. of
up to
11,235,955
New Ordinary
Shares pursuant
to the Capital
Raising 25,236,969 97.15 739,225 2.85 25,976,194 55.42 1,564,852
----------- ------- ------------- ---------------- ----------- ---------------- -------------
Special resolution
4. To authorise
the
disapplication
of pre-emption
rights to the
allotment of
equity
securities
pursuant to the
authority
conferred by
Resolutions 1
and 2 up to an
aggregate
nominal amount
of
GBP9,465,991. 36,393,068 97.89 785,058 2.11 37,178,126 79.32 254,109
----------- ------- ------------- ---------------- ----------- ---------------- -------------
1) Percentages are expressed as a proportion of the total votes
cast (which does not include votes withheld). Neither Alantra EQMC
Asset Management SGIIC S.A. nor any of its affiliates voted on
Resolution 3.
2) A vote withheld is not a vote in law and is not included in
the calculation of the votes 'For' or 'Against' the Resolutions,
nor the total votes cast.
3) Any proxy appointments which gave discretion to the Chairman
of the meeting have been included in the 'For' totals.
4) As at 6.30 p.m. on 5 December 2023 (being the record time for
the General Meeting), the Company had 46,870,787 Ordinary Shares in
issue, none of which were held in treasury. The total number of
voting rights in the Company was therefore 46,870,787 .
In accordance with Listing Rule 9.6.2R, a copy of the
Resolutions will be submitted to the National Storage Mechanism,
where it will shortly be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism . In
addition, a copy of the Resolutions will also be filed with
Companies House. A copy of this announcement will available to view
on the Company's website at
https://videndum.com/investors/proposed-equity-raise/ .
The passing of the Resolutions will enable the Company to
proceed with the Capital Raising and the Director and Senior
Management Subscriptions. The Capital Raising and Director and
Senior Management Subscriptions remain conditional upon:
(i) Admission becoming effective by not later than 8.00 a.m. on
8 December 2023 (or such later time and/or date as the Company and
the Joint Bookrunners may agree); and
(ii) the Placing Agreement becoming unconditional in all
respects (save for the condition relating to Admission) and not
having been rescinded or terminated in accordance with its terms
prior to Admission.
Applications have been made for the admission of 47,329,954
Ordinary Shares to the premium listing segment of the Official List
of the Financial Conduct Authority ("FCA") and to trading on the
London Stock Exchange's main market for listed securities. It is
expected that Admission will become effective and that dealings in
the New Ordinary Shares will commence at 8.00 a.m. on 8 December
2023.
The New Ordinary Shares when issued will rank, from Admission,
pari passu in all respects with the Existing Ordinary Shares and
will have the right to receive all dividends and distributions
declared in respect of issued Ordinary Share capital of the Company
after Admission.
The total issued share capital of the Company following
Admission will be 94,200,741 Ordinary Shares and the total number
of voting rights of the Company will be 94,200,741 and this figure
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 in their interest in, the share capital of
the Company under the FCA's Disclosure Guidance and Transparency
Rules.
The Company intends to announce its results for the financial
year ended 31 December 2023 on Tuesday 19 March 2024.
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
Unless the context otherwise requires, words and expressions
defined in the Prospectus shall have the same meanings in this
announcement.
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
Ordinary Shares which are not taken up by Qualifying Shareholders,
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.
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END
ROIEAAAXESNDFFA
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