REG - Datalex PLC Datalex PLC - DLE - Publication of Circular and Notice of EGM

DatalexAnnouncement

30/08/2024 12:30

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RNS Number : 3608C  Datalex PLC  30 August 2024

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH
AFRICA OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE SECTION OF
THIS ANNOUNCEMENT.

 

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF
SECURITIES IN ANY JURISDICTION.

 

30 August 2024

 

DATALEX PLC ("Datalex" or the "Company")

 

Publication of Circular and Notice of Extraordinary General Meeting

Further to the announcements dated 28 August 2024 in relation to its proposed
Firm Placing and Placing and Open Offer (the "Capital Raise"), Datalex
announces that it has today issued a circular to shareholders (the "Circular")
containing a notice of an extraordinary general meeting to be held at 11:00
a.m. on 26 September 2024 at Block V, Eastpoint Business Park, Dublin 3,
Ireland (the "EGM"). Completion of the Capital Raise is conditional, inter
alia, upon the approval of the shareholder resolutions to be proposed at the
EGM (the "Resolutions"). Capitalised terms used in this announcement (this
"Announcement"), which have not been defined have the meanings given to them
in the announcement made by the Company dated 28 August 2024 announcing the
Capital Raise, unless the context provides otherwise.

The Circular will be sent or otherwise made available to Shareholders later
today, together with a Form of Proxy. The Circular is available for inspection
in electronic form on the Company's website https://www.datalex.com/.

 

 

For further information, please
contact:

 Datalex plc                                              Tel: +353 (1) 806 3500

 Jonathan Rockett   Chief Executive Officer

 Steven Moloney     Chief Financial Officer

 Neil McLoughlin    Chief Commercial & Legal Officer

 

 Goodbody - Euronext Growth Listing Sponsor, Corporate Broker, Financial  Tel: +353 (0) 1 667 0420
 Adviser, Bookrunner

 Cameron Duncan

 Peter Bennett

 William Hall

 Xiao Wang

 

 

Important Notices

This Announcement has been issued by, and is the sole responsibility 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 Goodbody or by any of its affiliates or agents 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 in connection with the Firm Placing, Placing,
Open Offer and Admission, and any liability therefor is expressly disclaimed.

Goodbody Stockbrokers UC ("Goodbody"), which is authorised and regulated in
Ireland by the CBI, is acting for the Company as Bookrunner in connection with
the Capital Raise and no-one else in connection with the Capital Raise and is
not, and will not be, responsible to anyone other than the Company for
providing the protections afforded to its clients nor for providing advice in
relation to the Firm Placing, Placing and Open Offer and/or any other matter
referred to in this Announcement.

 

Apart from the responsibilities and liabilities, if any, which may be imposed
on the Bookrunner by the Financial Services and Markets Act 2000 of the United
Kingdom or by the regulatory regime established under it, neither Goodbody nor
any of its affiliates owes or accepts any duty, liability or responsibility
whatsoever to any person who is not a client for the contents of the
information contained in this Announcement or for any other statement made or
purported to be made by or on behalf of the Bookrunner or its affiliates in
connection with the Company, the Firm Placing, Placing or Open Offer. Goodbody
and each of its affiliates accordingly disclaim all and any liability, whether
arising in tort, contract or otherwise (save as referred to above) in respect
of any statements or other information contained in this Announcement and no
representation or warranty, express or implied, is made by the Goodbody or any
of its affiliates as to the accuracy, completeness or sufficiency of the
information contained in this Announcement. Neither Goodbody nor any of its
affiliates, directors, officers, employees, agents or advisors have authorised
the contents of, or any part of, this Announcement.

In connection with the Firm Placing and Placing, Goodbody and any of its
affiliates may take up a portion of the shares in the Firm Placing or Placing
as a principal position and in that capacity may retain, purchase, sell, offer
to sell for its own account such shares and other securities of the Company or
related investments in connection with the Firm Placing, Placing or otherwise.
Accordingly, references to Firm Placing Shares and Placed Shares being
offered, acquired, placed or otherwise dealt in should be read as including
any issue or offer to, or acquisition, placing or dealing by Goodbody and any
of its affiliates acting in such capacity. In addition, Goodbody and any of
its affiliates may enter into financing arrangements (including swaps,
warrants or contracts for differences) with investors in connection with which
Goodbody and any of its affiliates may from time to time acquire, hold or
dispose of shares. Goodbody does not intend to disclose the extent of any such
investment or transactions otherwise than in accordance with any legal or
regulatory obligations to do so.

Goodbody and its affiliates may have engaged in transactions with, and
provided various commercial banking, investment banking, financial advisory
transactions and services in the ordinary course of its business with the
Company and/or its affiliates for which they would have received customary
fees and commissions. Goodbody and its affiliates may provide such services to
the Company and/or its affiliates in the future.

This Announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America. This Announcement is not
an offer of securities for sale into the United States. The offer and sale of
the securities referred to herein have not been and will not be registered
under the U.S. Securities Act of 1933, as amended, and such securities may not
be offered or sold in the United States, except pursuant to an applicable
exemption from registration.  No public offering of securities is being made
in the United States.

This Announcement must not be acted on or relied on by persons who are not
Relevant Persons. Persons distributing this Announcement must satisfy
themselves that it is lawful to do so. Any investment or investment activity
to which this Announcement relates is available only to Relevant Persons and
will be engaged in only with Relevant Persons. This Announcement is for
information purposes only and shall not constitute an offer to sell or issue
or the solicitation of an offer to buy, subscribe for or otherwise acquire
securities in any jurisdiction in which any such offer or solicitation would
be unlawful. Any failure to comply with this restriction may constitute a
violation of the securities laws of such jurisdictions. Persons needing advice
should consult an independent financial adviser.

This Announcement and the information contained herein is restricted and is
not for release, publication or distribution, directly or indirectly, in whole
or in part, in, into or from Australia, Canada, Japan, the Republic of South
Africa or any other state or jurisdiction in which the same would be
restricted, unlawful or unauthorised (each a "Restricted Territory"). In
addition, the offering of the Firm Placing Shares or Placed Shares in certain
jurisdictions may be restricted by law. This Announcement is for information
purposes only and does not constitute an offer to buy, sell, issue, acquire or
subscribe for, or the solicitation of an offer to buy, sell, issue, acquire or
subscribe for shares in the capital of the Company in any Restricted Territory
or to any person to whom it is unlawful to make such offer or solicitation. No
action has been taken by the Company or the Bookrunner that would permit an
offering of such shares or possession or distribution of this Announcement or
any other offering or publicity material relating to such shares in any
jurisdiction where action for that purpose is required. Persons into whose
possession this Announcement comes are required by the Company and the
Bookrunner to inform themselves about, and to observe, such restrictions. Any
failure to comply with these restrictions may constitute a violation of the
securities laws of such jurisdictions.

The information in this Announcement may not be forwarded or distributed to
any other person and may not be reproduced in any manner whatsoever. Any
forwarding, distribution, reproduction, or disclosure of this information in
whole or in part is unauthorised. Failure to comply with this directive may
result in a violation of the Securities Act or the applicable laws of other
jurisdictions.

No prospectus or offering document will be made available in connection with
the matters contained in this Announcement and no such prospectus or offering
document is required (in accordance with the Prospectus Regulation) to be
published. This Announcement has not been approved by the Central Bank of
Ireland, Euronext Dublin, or any other competent regulatory authority.

 

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