23 August 2024
Dillistone Group Plc
("Dillistone", the
"Company" or the "Group")
Trading update and Fund
Raising
Dillistone Group PLC, the AIM quoted supplier
of software for the international recruitment industry, provides a
trading update and is pleased to announce that it has agreed to
raise GBP300,000 through the issue of convertible loan notes ("Loan
Notes") and £60,000 through the issue of new ordinary shares (the
"New Ordinary Shares") (together the "Fund Raising").
The Group announced, on 12 June 2024, that its
market remained challenging and, if anything, had softened further
in the second quarter. This softness has continued into the third
quarter.
Today, however, the Group is pleased to confirm
that the results for the six months ended 30 June 2024 are likely
to be in line with management expectations, which would equate to a
significant improvement in operational profitability, compared to
the first half in the previous year. The business was again
operationally cash generative in the period.
The Board considers the Fund Raising to be a
prudent course of action in case the Group's markets continue to be
challenging for an extended period. The proceeds from the issue of
the Loan Notes and the New Ordinary Shares will therefore be used
to provide the Group with additional working capital.
The Loan Notes, which will be drawn down fully
in one tranche when required by the Company, will be provided by
Mike Love, the former Chairman of Dillistone, and each of the
current Directors (together "Noteholders") of the Company as
follows:
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Giles Fearnley
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£60,000
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Jason Starr
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£90,000
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Ian Mackin
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£30,000
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Steven Hammond
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£15,000
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Paul Mather
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£15,000
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Simon Warburton
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£15,000
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Julie Pomeroy
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£5,000
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Mike Love
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£70,000
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The Loan Notes carry an interest coupon of 9.85
per cent pa over their maximum term of 48 months, with a conversion
price of 14.0 pence per new Dillistone ordinary share, representing
a premium over the current price of 55.6%. Interest will be payable
quarterly in arrears and will be satisfied in cash. Various rights
are built into the agreement for early repayment or
conversion.
The issue of the Loan Notes to the Directors
constitutes a related party transaction under AIM Rule 13. As each
of the Directors is participating in the Loan Notes and therefore
there is no independent Director for this purpose, Zeus Capital
Limited, the Company's nominated advisor, considers that the terms
of the Loan Notes are fair and reasonable in so far as Dillistone
shareholders are concerned.
The 750,000 New Ordinary Shares are being
subscribed at 8 pence each by a new independent shareholder. The
New Ordinary Shares will, when issued, be credited as fully paid
and will rank pari passu
in all respects with existing ordinary shares, including the right
to receive all dividends and other distributions declared, made or
paid after their date of issue. It is expected that admission of
these shares to trading on AIM will take place on 29 August
2024.
Following Admission, the total number of
Ordinary Shares in the capital of the Company in issue will be
20,418,021 with voting rights. 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 to their interest in, the Company's share capital pursuant
to the Financial Conduct Authority's Disclosure Guidance and
Transparency Rules.
Giles
Fearnley, Chairman of Dillistone Group Plc,
commented: "In a challenging
climate, we are pleased that we expect to report positive results
in H1. This additional cash injection, supported by every current
Board member along with our former Chairman, Dr Mike Love, and a
new, independent shareholder shows our confidence in the business.
It provides working capital to support trading and will also
facilitate the release of significant product updates that we
expect to see later in the year.
"As and when
the recruitment industry recovers, the Group will be well
positioned to take advantage."
This announcement contains inside information
for the purposes of Article 7 of the UK version of Regulation (EU)
No 596/2014 which is part of UK law by virtue of the European Union
(Withdrawal) Act 2018, as amended ("MAR"). Upon the
publication of this announcement via a Regulatory Information
Service, this inside information is now considered to be in the
public domain.
The person responsible for arranging the
release of this announcement on behalf of the Company is Ian
Mackin, Finance Director of the Company.
Enquiries:
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Dillistone
Group Plc
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Giles Fearnley
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Chairman
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Via Walbrook PR
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Jason Starr
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Chief Executive Officer
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Ian Mackin
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Finance Director
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Zeus Capital Limited (Nominated
adviser)
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Chris Fielding
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Director, Investment
Banking
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020 3829 5000
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Walbrook PR
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Tom Cooper / Joe Walker
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Dillistone@walbrookpr.com
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020 7933 8780
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0797 122 1972
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Notes to Editors:
Dillistone Group
Plc is a
leader in the supply and support of software and services to the
recruitment industry. Dillistone operates through the Ikiru People
(www.IkiruPeople.com)
brand.
The Group develops, markets and
supports the Talentis, FileFinder, Infinity, Mid-Office, ISV and
GatedTalent products.
Dillistone was admitted to AIM, a
market operated by the London Stock Exchange plc, in June
2006.
Learn about our products:
Talentis Software:
https://www.talentis.global/recruitment-software/
Voyager Software:
https://www.voyagersoftware.com
GatedTalent
Services:
https://www.talentis.global/optimization-services/