REG - Cohort PLC - Result of the Placing

CohortAnnouncement

21/11/2024 11:30

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RNS Number : 1870N  Cohort PLC  21 November 2024

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE
REPUBLIC OF SOUTH AFRICA, NEW ZEALAND OR JAPAN OR ANY OTHER JURISDICTION IN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BREACH ANY APPLICABLE
LAW OR REGULATION.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY
PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN
COHORT PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT
NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN
CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF COHORT PLC.

 

For immediate release

21 November 2024

COHORT PLC

("Cohort", "the Company" or "the Group")

 

Result of the Placing

 

 

Cohort plc (AIM: CHRT), the independent technology group, is pleased to
announce that, following the announcement made earlier today regarding the
Fundraise (the "Launch Announcement"), it has conditionally raised gross
proceeds of £40 million by way of a Placing (the "Placing") of 4,571,428 New
Ordinary Shares of 10 pence each in the capital of the Company (the "Placing
Shares") at a price of 875 pence per Placing Share (the "Issue Price").
Allocations in the Placing will be confirmed to Placees as soon as practicable
today.

Investec Bank plc ("Investec" or the "Bookrunner") is acting as bookrunner and
nominated adviser in connection with the Placing.

Capitalised terms not defined in this announcement (this "Announcement") have
the meanings given to them in the Launch Announcement.

 

Highlights

·      The Company has conditionally raised gross proceeds of £40
million through the Placing at the Issue Price.

·      Cohort proposes to use the net proceeds of the Placing to partly
fund the cash consideration payable by the Company for the acquisition of EM
Solutions (the "Acquisition"), as announced by Cohort separately earlier today
(the "Acquisition Announcement").

·      The Issue Price represents a discount of approximately 4.3 per
cent. to the closing mid-market price of 914 pence per Existing Ordinary Share
on 20 November 2024, being the latest practicable date prior to the
publication of the Launch Announcement.

·      On Admission, the Placing Shares will represent approximately 9.8
per cent. of the Company's issued ordinary share capital as enlarged by the
Placing.

 

Details of the Placing

Further details of the Placing are contained in the Launch Announcement. The
Placing is conditional upon the Placing Agreement between the Company and the
Bookrunner not having been terminated in accordance with its terms.

The Placing is not conditional on the completion of the Acquisition. In the
unlikely event the Acquisition does not complete, the Company may, at its
option, decide to use the funds for alternative investments or consider a tax
efficient way to return the net proceeds to Shareholders.

A separate announcement will be made regarding the results of the Retail
Offer.

 

Admission, settlement and dealings

Application has been made to the London Stock Exchange for the Placing Shares
to be admitted to trading on the AIM market of the London Stock Exchange
("Admission").

Admission is expected to take place at 8.00 a.m. on 25 November 2024 and
dealings in the Placing Shares are expected to commence at 8.00 a.m. on 25
November 2024.

The Placing Shares, when issued, will be credited as 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.

The Placing Shares will be in registered form and will be capable of being
held in either certificated or uncertificated form (i.e. in CREST).
Accordingly, following Admission, settlement of transactions in the Ordinary
Shares may take place within the CREST system if a Shareholder so wishes.
Shareholders who wish to receive and retain share certificates are able to do
so.

The ISIN number of the New Ordinary Shares is GB00B0Y2B94. The TIDM is CHRT.

 

 

For further information please contact:

 Cohort plc                                                                      0118 909 0390
 Andrew Thomis, Chief Executive
 Simon Walther, Finance Director
 Raquel McGrath, Company Secretary and General Counsel

 Investec Bank Plc (Sole Financial Adviser, Nominated Adviser, Corporate Broker  020 7597 5970
 and Bookrunner)
 Christopher Baird, Carlton Nelson, Charlotte Young

 MHP                                                                             07817 458804
 Reg Hoare, Ollie Hoare, Hugo Harris                                             Cohort@mhpgroup.com

 

 

 

IMPORTANT NOTICES

The information contained in this Announcement is for information purposes
only and does not purport to be full or complete. No reliance may be placed
for any purpose on the information contained in this Announcement or its
accuracy, fairness or completeness. The information in this Announcement is
subject to change.

Neither this Announcement, nor any copy of it, may be taken or transmitted,
published or distributed, directly or indirectly, in, or into the United
States, Australia, Canada, Japan, or South Africa or to any persons in any of
those jurisdictions or any other jurisdiction where to do so would constitute
a violation of the relevant securities laws of such jurisdiction.

This Announcement is for information purposes only and does not constitute an
offer to sell or issue, or the solicitation of an offer to buy, acquire or
subscribe for any shares in the capital of the Company in the United States,
Australia, Canada, Japan or South Africa or any other state or jurisdiction in
which such offer or solicitation is not authorised or to any person to whom it
is unlawful to make such offer or solicitation. Any failure to comply with
these restrictions may constitute a violation of securities laws of such
jurisdictions.

The Placing Shares have not been, and will not be, registered under the US
Securities Act of 1933, as amended (the "US Securities Act") or under any
securities laws of any state or other jurisdiction of the United States or any
jurisdiction where it would be unlawful to do so and may not be offered, sold,
resold, 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 the securities laws of any state or other
jurisdiction of the United States and in compliance with the securities law of
any other jurisdiction. No public offering of the Placing Shares is being made
in the United States or any other jurisdiction where it would be unlawful to
do so.

This Announcement has been issued by, and is the sole responsibility of, the
Company. No undertaking, representation or warranty or other assurance,
express or implied, is or will be made or given by Investec, or by any of its
partners, directors, officers, employees, advisers, consultants, affiliates or
agents as to or in relation to, the accuracy or completeness of the
information or opinions contained in this Announcement or any other written or
oral information made available to any interested person or its advisers, and
any liability therefore is expressly disclaimed. None of the information in
this Announcement has been independently verified or approved by Investec or
any of its partners, directors, officers, employees, advisers, consultants,
affiliates or agents. Save for any responsibilities or liabilities, if any,
imposed on Investec by FSMA or by the regulatory regime established under it,
no responsibility or liability whether arising in tort, contract or otherwise,
is accepted by Investec or any of its partners, directors, officers,
employees, advisers, consultants or affiliates for any errors, omissions or
inaccuracies in such information or opinions or for any loss, cost or damage
suffered or incurred howsoever arising, directly or indirectly, from any use
of this Announcement or its contents or otherwise in connection with this
Announcement or from any acts or omissions of the Company in relation to the
Placing.

Investec Bank plc is authorised by the Prudential Regulatory Authority (the
"PRA") and regulated in the United Kingdom by the PRA and the Financial
Conduct Authority ("FCA"). Investec Europe Limited (trading as Investec
Europe), acting as agent on behalf of Investec Bank plc in certain
jurisdictions in the EEA, ("Investec Europe" and Investec Bank plc together,
"Investec") is regulated in Ireland by the Central Bank of Ireland. Investec
is acting exclusively for the Company and no one else in connection with the
Placing, the contents of this Announcement and other matters described in this
Announcement. Investec will not regard any other person as its client in
relation to the Placing, the contents of this Announcement and other matters
described in this Announcement and will not be responsible to anyone
(including any Placees) other than the Company for providing the protections
afforded to its clients or for providing advice to any other person in
relation to the Placing, the contents of this Announcement or any other
matters referred to in this Announcement.

Investec's responsibilities as the Company's nominated adviser under the AIM
Rules for Nominated Advisers are owed solely to London Stock Exchange plc (the
"London Stock Exchange") and are not owed to the Company or to any director of
the Company or to any other person.

No statement in this Announcement is intended to be a profit forecast or
estimate, 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.

The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than AIM, a market operated by the
London Stock Exchange plc.

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/or any equivalent requirements
elsewhere to the extent determined to be applicable, 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
and/or any equivalent requirements elsewhere to the extent determined to be
applicable) may otherwise have with respect thereto the Placing 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 Placing Shares may
decline and investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an investment
in the Placing 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 the requirements of any contractual, legal
or regulatory selling restrictions in relation to the Placing. Furthermore, it
is noted that, notwithstanding the Target Market Assessment, Investec 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 Placing Shares.

Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.

 

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