TIDMGLAN
RNS Number : 9167P
Glantus Holdings PLC
14 February 2023
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 WHICH IS
PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT
2018.
THIS ANNOUNCEMENT AND THE INFORMATION IN IT, IS RESTRICTED, AND
IS NOT FOR RELEASE PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA,
CANADA, JAPAN, OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT
IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
SHALL NOT CONSTITUTE, OR FORM THE BASIS OF AN OFFER TO SELL OR
ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR
OTHERWISE ACQUIRE ANY NEW OR EXISTING ORDINARY SHARES OF GLANTUS
HOLDINGS PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR
SOLICITATION WOULD BE UNLAWFUL.
Glantus Holdings plc
("Glantus" or the "Company")
Conditional Subscription for new shares to raise EUR1.4
million
Glantus (AIM: GLAN), the provider of Accounts Payable ("AP")
automation and analytics solutions announces that, further to the
Company's trading update earlier today ("Trading Update"), it is
raising gross proceeds of approximately EUR1.4 million (before
expenses) through a conditional subscription (the
"Subscription").
Pursuant to the Subscription, the Company has received
conditional subscription letters for new ordinary shares of
EUR0.001 each ("Ordinary Shares") at a price of 9.25 pence per
Ordinary Share (the "Issue Price") (the "Subscription Shares"). The
Issue Price represents a premium of c.12 per cent. to the previous
day's closing share price of 8.25 pence per share on 13 February
2023.
The Company's Chief Executive Officer, Maurice Healy is
participating in the Subscription and subscribing EUR350,000 for
new Ordinary Shares in order to maintain his shareholding. The
other subscribers in the Subscription are a combination of new and
existing investors.
The issue of the Subscription Shares requires and is conditional
upon, inter alia, the passing of certain share allotment and
authority resolutions at an extraordinary general meeting ("EGM")
of the Company. A circular convening the EGM and providing further
details on the proposals (including timetable) will be prepared and
sent to shareholders in due course. Further updates will be made as
appropriate.
Use of proceeds from the Subscription
The Company intends to use the net proceeds of the Subscription
to settle certain deferred consideration payments for the
acquisition of Technology Insight Corporation and Meridian Cost
Benefit Limited, as well as some remaining costs associated with
the Company's recent restructuring and for working capital
purposes.
In addition, as set out in the Trading Update, under the
Company's existing banking facilities with its lender, Beach Point
Capital ("BPC"), the Company is due to repay EUR5 million in August
2023. The Company has been in discussions with BPC regarding such
repayment and announces that it has received from BPC a conditional
commitment to extend the repayment date by 12 months to 31 August
2024 (the "Extension Commitment").
The Extension Commitment is conditional on both final legal
agreement and the Company raising GBP1.2 million through an equity
raise. The Company is satisfying this equity raise condition
through the Subscription. However, even if the Subscription
completes, there can be no certainty that an agreement for the BPC
repayment extension will be completed.
Related Party Transaction
The participation of Maurice Healy, as a Director of the
Company, in the Subscription constitutes a related party
transaction pursuant to AIM Rule 13 (the "Related Party
Transaction"). The independent Directors consider, having consulted
with Shore Capital and Corporate Limited ("Shore Capital"), the
Company's nominated adviser, that the terms of the Related Party
Transaction are fair and reasonable insofar as shareholders of the
Company are concerned.
Enquiries:
Glantus Holdings
Maurice Healy, CEO
Diane Gray Smith, Interim CFO
ir@glantus.com + 353 86 2677800
Shore Capital
Nominated Advisor and Broker
Patrick Castle / John More / Tom Knibbs + 44 207 408 4090
Yellow Jersey PR
Charles Goodwin
Lilian Filips
Annabelle Wills +44 7747 788 221
Notification of transactions by Directors, Persons Discharging
Managerial Responsibilities ("PDMRs") and persons closely
associated with them.
1 Details of the person discharging managerial responsibilities / person closely associated
a) Name Maurice Healy
------------------------------------------------------ -----------------------------------------------------
2 Reason for the notification
---------------------------------------------------------------------------------------------------------------
a) Position/status CEO
------------------------------------------------------ -----------------------------------------------------
b) Initial notification / Amendment Initial notification
------------------------------------------------------ -----------------------------------------------------
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer
or auction monitor
---------------------------------------------------------------------------------------------------------------
a) Name G lantus Holdings Plc
------------------------------------------------------ -----------------------------------------------------
b) LEI 635400B4AX5FLIUCGM84
------------------------------------------------------ -----------------------------------------------------
4 Details of the transaction(s): section to be repeated 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 financial instrument, type of Ordinary shares of EUR0.001 each in the capital of
instrument Glantus Holdings plc ("Ordinary Shares")
Identification code
ESVUFR
ISIN IE00BNG2V304
------------------------------------------------------ -----------------------------------------------------
b) Nature of the transaction Conditional Subscription of new Ordinary Shares
------------------------------------------------------ -----------------------------------------------------
c) Price(s) and volume(s) Price Volume
9.25 pence EUR350,000 worth
of Ordinary Shares
at a price of
9.25 pence. The
exact volume of
shares is to be
determined upon
confirmation of
the exchange rate
near date of Admission.
-------------------------
------------------------------------------------------ -----------------------------------------------------
d) Aggregated information
- Aggregated volume N/A
- Price
------------------------------------------------------ -----------------------------------------------------
e) Date of the transaction 14 February 2023
------------------------------------------------------ -----------------------------------------------------
f) Place of the transaction London Stock Exchange (XLON); AIM Market
------------------------------------------------------ -----------------------------------------------------
About Glantus Holdings plc
Glantus Holdings (AIM: GLAN) Glantus is a global provider of
accounts payable automation and analytics solutions. Glantus'
mission is to harness technology to drive innovation, unlocking
efficiencies in AP to maximise working capital for global
enterprise organisations. The award-winning Glantus DataShark
Platform connects all AP systems and suppliers on one agile
platform, eliminating cost and delivering new revenue streams. We
work in tandem with our partners to deliver joint enterprise
digital transformation solutions. For more information see
glantus.com.
Founded in 2014 and headquartered in Dublin, Glantus has offices
in the United States, United Kingdom, Poland and Costa Rica.
IMPORTANT NOTICE
This Announcement, and the information contained herein is not
for release, publication or distribution, directly or indirectly,
in whole or in part, in or into or from the United States, Canada,
Australia, Japan or the Republic of South Africa, or any other
jurisdiction where to do so might constitute a violation of the
relevant laws or regulations of such jurisdiction (the "Restricted
Jurisdictions").
Certain statements in this Announcement are forward-looking
statements which are based on the Company's expectations,
intentions and projections regarding its future performance,
anticipated events or trends and other matters that are not
historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "could", "intend",
"estimate", "expect" and words of similar meaning, include all
matters that are not historical facts. These forward-looking
statements involve risks, assumptions and uncertainties that could
cause the actual results of operations, financial condition,
liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from
the impression created by the forward-looking statements. These
statements are not guarantees of future performance and are subject
to known and unknown risks, uncertainties and other factors that
could cause actual results to differ materially from those
expressed or implied by such forward-looking statements. Given
those risks and uncertainties, prospective investors are cautioned
not to place undue reliance on forward-looking statements.
Forward-looking statements speak only as of the date of such
statements and, except as required by the UK Financial Conduct
Authority ("FCA"), the London Stock Exchange plc or applicable law,
the Company undertakes no obligation to update or revise publicly
any forward-looking statements, whether as a result of new
information, future events or otherwise.
Any indication in this Announcement of the price at which the
Company's shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser. No
statement in this Announcement is intended to be a profit forecast
and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical
published earnings per share of the Company.
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 or on behalf of the Company or Shore
Capital or by their affiliates or their respective agents,
directors, officers and employees as to, or in relation to, the
accuracy or completeness of this Announcement or any other written
or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefor is
expressly disclaimed.
Members of the public are not eligible to take part in the
Subscription and no public offering of the Subscription Shares is
being or will be made.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this Announcement.
Shore Capital and Corporate Limited (Shore Capital), which is
authorised and regulated in the UK by the FCA, is acting as
nominated adviser to the Company in connection with the matters
described in this announcement and is not acting for any other
persons in relation to the Subscription. The responsibilities of
Shore Capital, as the Company's nominated adviser under the AIM
Rules and the AIM Rules for Nominated Advisers are owed solely to
the London Stock Exchange and are not owed to the Company or to any
Director, Shareholder or other person in respect of his decision to
acquire shares in the capital of the Company in reliance on any
part of this announcement or otherwise.
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END
IOETIMFTMTJBBMJ
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February 14, 2023 11:31 ET (16:31 GMT)
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