REG - Datalex PLC Datalex PLC - DLE - Trading Update and Notice of EGM

DatalexAnnouncement

30/07/2025 07:02

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RNS Number : 0809T  Datalex PLC  30 July 2025

This announcement is released by Datalex plc and contains inside information
for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014
("EU MAR") and is disclosed in accordance with the Company's obligations under
Article 17 of EU MAR.

 

DATALEX PLC

 

Update on trading performance for H1 2025, proposed debt capital raise and
proposed voluntary cancellation of admission to trading on Euronext Growth

 

·    Datalex sees Gross Profits surge 68% and positive FX adjusted EBITDA
in H1 2025.

·    Process to secure €6 million debt facility launched to accelerate
investment in the core platform and product roadmap.

·    Proposed cancellation of admission to trading on Euronext Growth.

 

Dublin, Ireland, 30 July 2025: Datalex plc ("Datalex", the "Company" or the
"Group") (Euronext Growth Dublin: DLE), a market leader in airline e-commerce
solutions, today announces a trading update for the six months ended 30 June
2025 ("H1 2025") reporting further Stellex revenue growth, a step change in
gross profit and a return to positive FX adjusted EBITDA in H1 2025.

The Company is also announcing that it intends to raise additional capital,
via a debt raise, to facilitate its next growth phase and to best position
Datalex to maximise its long-term strategic objectives.

The Company is also announcing its intention to seek shareholder approval for
a transition to private ownership by cancellation of admission to trading of
its ordinary shares on Euronext Growth (the "Cancellation").

The Company will be posting a circular to shareholders this week in connection
with the Cancellation (the "Circular"). The Circular will set out the
background to and reasons for the Cancellation and additional information on
the implications of the Cancellation for the Company and its shareholders.

Commenting on today's announcement, Jonathan Rockett, Datalex CEO, said:

"Datalex achieved strong financial performance in the first half of 2025, with
trading for the full year continuing in line with expectations.

 

We have delivered several important milestones in the first half of 2025, most
significantly the continued expansion of Stellex capabilities into our airline
customers and also the launch of our latest product, DLX Pay. We are pleased
to have signed Air Transat as the inaugural DLX Pay customer, with a go-live
planned for later this year.

 

In parallel, we are this morning announcing a €6 million debt facility to
support our medium-term strategic priorities and our investment in product
innovation. We expect this capital raise to close in August 2025.

 

We have also announced our intention to seek shareholder approval to delist
from Euronext Growth as we believe this will better position the Company to
focus on strategic execution, accelerate innovation, and unlock greater
long-term value for our customers and shareholders. The move aligns with our
aim to be a true catalyst for value-creating change for our airline partners
and enhance Datalex's position at the top table of airline technology vendors
globally.

 

Our focus remains clear: create value for our airlines, grow Stellex platform
revenues and return to sustained EBITDA profitability. I am pleased to report
that while we have a lot to do to achieve our ambitions, we are on track and
our efforts are now starting to translate to materially improved financial
performance."

 

Commenting on today's announcement, David Hargaden, Chairman of Datalex, said:

"In the first half of 2025, Datalex delivered strong results, which are
indicative of the progress being made, and trading for the full year is
progressing as anticipated. In addition to this positive trading update, the
Group is announcing that it intends to raise debt capital to invest in the
business.

I am also very pleased that the Company is announcing today that it intends to
seek shareholder approval for a transition to private ownership through a
de-listing from Euronext Growth. The Board and I are strongly of the view that
this is in the best interests of the Company and its shareholders. In reaching
this conclusion, the Board engaged with stakeholders and considered the
long-term vision and requirements of the business. Datalex has been a public
company for the last 25 years, and whilst it has been a tremendous journey,
now is the right time to proceed with private ownership of the Company to
support the next phase of growth."

 

H1 TRADING UPDATE

H1 2025 Key Highlights

Following the launch of Stellex, Datalex's new offer and order platform in H2
2024, the Group made further strategic steps with the launch of its Stellex+
product portfolio. Stellex+ solutions are focused on capabilities that unlock
tangible value for airlines which are complementary to its anchor Stellex
platform. Stellex+ solutions are also designed to be deployable as standalone
products.

·   New product launch: In April 2025, Datalex launched DLX Pay, a modular
payments solution within its Stellex+ suite. The Company also signed its first
DLX Pay customer, Air Transat, with a go-live expected later this year.

·  AI-driven product innovation: Datalex continued to invest in its Pricing
AI capabilities (a Stellex+ solution), with enhancements planned for late 2025
that will allow airline customers to integrate their own AI-driven price
prediction models alongside Datalex's proprietary technology.

·  Customer delivery momentum:  Multiple customer go-lives and
implementations were completed in H1 with a focus on the delivery of Stellex
capabilities. This included go-lives for the following customers: EasyJet, Aer
Lingus, Edelweiss, Air China and Air Macau.

 

H1 2025 Financial Update

 Metric                                        H1 2025    H1 2024    YoY Growth    YoY Growth
                                               (US$’M)    (US$’M)    (US$’M)       (%)
 Revenue                                       14.5       13.2       1.3           9%
 Platform revenue                              9.6        7.2        2.4           33%
      Stellex 1  (#_ftn1)                      4.0        1.4        2.6           188%
      Non-Stellex                              5.5        5.8        (0.3)         (5)%
 Services revenue                              4.4        5.5        (1.1)         (19)%
 Consultancy revenue                           0.5        0.5        (0.1)         (10)%
 Gross Profit                                  6.4        3.8        2.6           68%
 Gross Profit Margin                           44%        29%
 Adjusted EBITDA 2  (#_ftn2)                   (0.6)      (2.0)      1.3           68%
 Foreign Exchange Adjusted EBITDA 3  (#_ftn3)  0.1        (2.6)      2.7           105%
 Loss after tax                                (2.3)      (6.1)      3.7           61%
 Cash at 30 June                               3.4        3.5        (0.1)         (3)%

 

H1 2025 revenue up 9% year-on-year to US$14.5 million, reflecting continued
momentum in platform adoption and customer go-lives on the Stellex platform.
The revenue composition continues to shift towards higher margin SaaS-based
revenue.

 

o  Platform revenue increased 33% to US$9.6 million (H1 2024: US$7.2
million), driven by continued customer activations on our Stellex platform,
and expanding usage under our SaaS-based commercial model.

o Services revenue declined 19% to US$4.4 million (H1 2024: US$5.5 million),
reflecting the successful completion of customer implementation phases and a
shift in focus to recurring platform revenue.

o  Consultancy revenue relatively in line with the prior year at US$0.5
million.

 

Gross profit increased to US$6.4 million (H1 2024: US$3.8 million),
representing significant growth of 68% year-on-year. Gross profit margin
improved to 44% (H1 2024: 29%), reflecting stronger operating leverage and
improved revenue mix driven by the higher proportion of recurring, high-margin
platform revenue and a lower cost base.

 

Adjusted EBITDA loss narrowed to US$0.6 million, a 68% improvement
year-on-year (H1 2024: loss of US$2.0 million), reflecting stronger gross
profit and ongoing cost control initiatives. The H1 2025 loss was entirely
driven by an FX loss primarily due to a weaker US Dollar.

 

FX Adjusted EBITDA returned to positive territory at US$0.1 million (H1 2024:
US$2.6 million), which was ahead of expectations supported by strong gross
profit growth, and disciplined cost management. This metric adjusts for FX
volatility to better reflect underlying operating performance.

 

Loss after tax of US$2.3 million, improved 61% compared to a loss of US$6.1
million in H1 2024, driven primarily by improved Adjusted EBITDA, the
elimination of finance costs following debt repayment, and a lower non-cash
share-based payment charge.

 

Cash at 30 June 2025 was US$3.4 million, broadly in line with the prior year
(30 June 2024: US$3.5 million). The Company will require additional funding to
meet near term working capital requirements and is currently in the process of
securing €6 million in debt funding to invest in the core platform, product
roadmap, and strengthen working capital. This capital raise is expected to be
completed in August 2025. The Company continues to benefit from strong ongoing
support from its major shareholders and, if required, has access to additional
funding options. The Board is satisfied that the Company is well positioned to
access the capital it requires to support its strategy.

 

STRATEGIC PRIORITIES AND OUTLOOK

In 2025, Datalex is focused on executing against three strategic investment
pillars to support long-term growth:

1.  Enablers for growth: Investing in people, platform, and processes to
scale operations and support customer delivery.

2.   Stellex: Continued enhancement of our next generation offer and order
management platform.

3.   Stellex+: Expansion of our standalone, modular product suite, including
DLX Pay and Pricing AI.

 

Trading for the full year remains in line with expectations, and the Group is
confident in achieving its FY2025 targets. With strong progress in H1 2025 and
continued execution of our growth strategy, Datalex is well-positioned to
deliver sustainable revenue growth and return to full-year EBITDA
profitability.

 

 

DEBT CAPITAL RAISE

The Company today announces a process to secure a €6 million debt facility.
The proceeds will be used to accelerate investment in the core platform and
product roadmap which is a critical enabler of Datalex's medium-term strategic
objectives to scale the business. The focus will be on:

·    Modernising and future-proofing the Stellex platform

·    Developing and deploying new Stellex and Stellex+ capabilities

·    Strengthening working capital

 

The Company expects the process to conclude in August 2025. Further updates
will be provided in accordance with the Company's disclosure obligations.

 

PROPOSED CANCELLATION OF ADMISSION TO TRADING ON EURONEXT GROWTH

Background to, and Reasons for, the Cancellation

The Directors have conducted a review of the benefits and drawbacks to the
Company's listing on Euronext Growth and are of the view that a proposed
transition to private ownership by voluntary cancellation of admission to
trading on Euronext Growth is in the best interests of the Company and its
shareholders.

In reaching its conclusion to pursue this option, the Board engaged with
certain shareholders and considered that the long-term vision and requirements
of the business differ from those in 2000 when the Company completed its IPO
(initial public offering). The Board concluded that transitioning to private
ownership is the optimal path to support the next phase of growth and deliver
long term value for shareholders. In the Boards opinion, there are several key
benefits to support this conclusion, which are outlined below:

·   Increased focus on strategy and execution: A considerable proportion of
management time is currently spent complying with the requirements associated
with maintaining the Company's admission to trading on Euronext Growth. The
Cancellation will enable the executive management team to dedicate more time
to executing the Company's strategic initiatives, ultimately fostering
long-term value for shareholders.

·   Business and strategic flexibility: The Board believes that an unquoted
company can take and implement decisions more quickly. The Board considers
that its flexibility to explore, initiate and participate in transactional or
strategic opportunities will be materially enhanced.

·  Streamlined operations: There is considerable cost and management time
associated with maintaining the Company's admission to trading on Euronext. It
is estimated that the Cancellation will materially reduce the Company's
recurring administrative and adviser costs between US$1.0 million and US$1.4
million per annum. By reducing the time and costs associated with public
company status, the Company can allocate more resources towards longer term
growth and innovation.

·   Access to capital: The Board believes that the Company will potentially
have greater access to specialised investment sources as an unquoted company,
including private equity, and strategic investors, which will provide a
broader spread of funding options without the valuation pressures and
liquidity constraints of the public market. The Board believes that
post-Cancellation the Company will be able to more easily access additional
funding, and build a more engaged shareholder base, which will better support
the Company's longer term growth strategy.

·   Lack of liquidity and market volatility: The Board believes that the
current levels of liquidity in trading of the Ordinary Shares on Euronext
Growth do not offer investors the opportunity to trade in meaningful volumes,
or with frequency, within an active market. As far as the Company is aware, as
of 29 July 2025, being the latest practicable date prior to this announcement
(the "Latest Practicable Date"), three shareholders were interested in
approximately 70% of the issued share capital of the Company. The
concentration of the Company's shareholder base and the lack of free float
undermines many of the benefits that quoted companies generally enjoy. In
addition, and due to the limited liquidity of Ordinary Shares, small trades in
Ordinary Shares can have a significant impact on price and, therefore, market
valuation which, the Board believes does not accurately reflect the potential
of the business, and which in turn has a materially adverse impact on: (a) the
Company's status within its industry; (b) the perception of the Company among
its customers, suppliers and other partners; (c) staff morale; (d) the
Company's ability to seek appropriate financing or realise an appropriate
value for any material future sales or disposals.

 

Following careful consideration, the Board therefore believes that it is in
the best interests of the Company and shareholders to seek the proposed
Cancellation in line with the Euronext Growth Rules.

 

Effects of the Cancellation

In the event that the Resolution (as defined below) is passed and the
admission of the Company's Ordinary Shares to trading on Euronext Growth
("Admission") is cancelled, shareholders will no longer be able to buy and
sell Ordinary Shares in the Company through Euronext Growth. Accordingly, the
Company would no longer be subject to the rules and corporate governance
requirements to which companies admitted to trading on Euronext Growth are
subject (and accordingly shareholders will no longer be afforded the
protections given by the Euronext Growth Rules). Goodbody will cease to be the
Company's Euronext Growth Listing Sponsor and broker. However, the Company
will remain subject to the Irish Takeover Rules for a period of five years
after the Cancellation.

 

Further details regarding the principal effects of the Cancellation are set
out in the Appendix to this announcement.

 

Transactions in the Ordinary Shares prior to and post the Cancellation

 

Prior to Cancellation

Shareholders should note that they are able to continue trading in the
Ordinary Shares on Euronext Growth prior to Cancellation.

Post Cancellation

The Board is aware that certain shareholders may wish to acquire or dispose of
Ordinary Shares in the Company following the Cancellation.

Therefore, the Company has made arrangements for a matched bargain facility to
assist shareholders to trade in the Ordinary Shares to be put in place from
the day of Cancellation if the Resolution is passed (the "Matched Bargain
Facility"). The Matched Bargain Facility will be provided by JP Jenkins. JP
Jenkins is a liquidity venue for unlisted or unquoted assets in companies,
enabling shareholders and prospective investors to buy and sell equity on a
matched bargain basis. JP Jenkins is a trading name of InfinitX Limited and is
an appointed representative of Prosper Capital LLP (FRN453007) which is
authorised and regulated by the Financial Conduct Authority.

Under the Matched Bargain Facility, shareholders or persons wishing to acquire
or dispose of Ordinary Shares will be able to leave an indication with JP
Jenkins, through their stockbroker (JP Jenkins is unable to deal directly with
members of the public), of the number of Ordinary Shares that they are
prepared to buy or sell at an agreed price. In the event that JP Jenkins is
able to match that order with an opposite sell or buy instruction, they would
contact both parties and then effect the bargain. Should the Cancellation
become effective and the Company put in place the Matched Bargain Facility,
details will be made available to shareholders on the Company's website at
https://www.datalex.com (https://www.datalex.com/) and directly by letter or
e-mail (where appropriate).

Following Cancellation, the provision of the Matched Bargain Facility will be
kept under review by the Board and, in determining whether to continue to
offer a Matched Bargain Facility, the Company shall consider expected (and
communicated) Shareholder demand for such a facility as well as the
composition of the Company's register of members and the costs to the Company
and shareholders. Shareholders should therefore note that there can be no
certainty that the Matched Bargain Facility will continue to be in place for
an extended period of time following Cancellation although it is the Board's
expectation that this will be in place for at least 24 months following
Cancellation.

There can be no guarantee as to the level of the liquidity or marketability of
the Ordinary Shares under a Matched Bargain Facility, or the level of
difficultly for shareholders seeking to realise their investment under the
Matched Bargain Facility.

Before giving your consent to the Cancellation, you may want to take
independent professional advice from an appropriate independent financial
adviser.

If Shareholders wish to buy or sell Ordinary Shares on Euronext Growth they
must do so prior to the Cancellation becoming effective. As noted above, in
the event that Shareholders approve the Cancellation, it is anticipated that
the last day of dealings in the Ordinary Shares on Euronext Growth will be 11
September 2025 and that the effective date of the Cancellation will be 12
September 2025.

 

Cancellation Process

 

In accordance with the Euronext Growth Rules, the Company has notified
Euronext of the proposed Cancellation.

 

Pursuant to the Euronext Growth Rules, the Cancellation can only be effected
by the Company after securing the resolutions of shareholders in a general
meeting passed by a requisite majority, being not less than 75 per cent of the
votes cast (in person or by proxy) by shareholders (the "Resolution").

 

Under the Euronext Growth Rules, the Cancellation can only take place after
the expiry of a period of twenty Business Days from the date on which notice
of the Cancellation is given.  In addition, a period of at least five
Business Days following the shareholder approval of the Cancellation is
required before the Cancellation may be put into effect.  Accordingly, if the
Resolution to cancel the Admission is approved, the Cancellation will become
effective at 07:00 IST on 12 September 2025.

 

Voting Undertakings

 

The Company has received irrevocable undertakings from each of the directors
of the Company who owns Ordinary Shares to vote in favour of the Resolution in
respect of their own beneficial holdings of, in aggregate, 1,458,774 Ordinary
Shares, which represent, in aggregate, approximately 0.78 per cent of the
Company's issued share capital as at the Latest Practicable Date.

In addition, the Company has received an irrevocable undertaking to vote in
favour of the Resolution from IIU Nominees Limited in respect of the
92,835,565 Ordinary Shares owned by it, representing approximately 49 per cent
of the Company's issued share capital as at the Latest Practicable Date.

The Company has also received irrevocable undertakings to vote in favour of
the Resolution from Pageant Investments Limited, Mr Nicholas Furlong and Mr
Sean O'Driscoll in respect of, respectively, the 18,240,948, 4,812,420 and
20,100,000 Ordinary Shares owned by them, representing, in aggregate,
approximately 23 per cent of the Company's issued share capital as at the
Latest Practicable Date.

Therefore, in aggregate, the Company has received irrevocable undertakings
that represent approximately 73 per cent of the Company's issued share capital
as at the Latest Practicable Date.

Extraordinary General Meeting

 

The Circular, which will be published to shareholders this week, will include
a copy of the notice convening the Extraordinary General Meeting to be held at
Block V, Eastpoint Business Park, Dublin 3, Ireland on 4 September 2025 at 11
a.m. IST at which the Resolution will be proposed.

 

 Expected Timetable of Principal Events
 Publication of the Circular                                          1 August 2025

 Latest time and date for receipt of Forms of Proxy for the EGM       11 am IST, 2 September 2025
 Extraordinary General Meeting                                        11 am on 4 September 2025
 Expected last day of dealings in Ordinary Shares on Euronext Growth  11 September 2025

 Expected time and date of Cancellation                               7.00am IST on 12 September 2025

 Matched Bargain Facility for Ordinary Shares expected to commence    By 12 September 2025

 

EU MAR Information

 

This Announcement contains inside information for the purposes of EU MAR. The
person responsible for arranging for the release of this Announcement on
behalf of Datalex plc is Steven Moloney, Company Secretary. The date and time
of this Announcement is the same as the date and time that it has been
communicated to the media, at 7 a.m. on 30 July 2025.

 

 

ENDS

 

 

Contact information

Investor Enquiries

Steven Moloney, Datalex plc

+353 1 806 3500

investor.relations@datalex.com

 

Media Enquiries

Eavan Gannon / Sean Lawless, Sodali

+353 87 236 5973 / +353 85 116 7640

datalex@sodali.com (mailto:datalex@sodali.com)

 

 

About Datalex

Datalex is a market leader in airline e-commerce solutions. Datalex's Stellex
product suite, launched in 2024, gives airlines the tools they need to drive
revenue and profit as digital retailers. Datalex has a strong track record of
working with some of the most innovative airline brands worldwide. The Group
is headquartered in Dublin, Ireland, and maintains offices across Europe, the
Americas, and Asia. Datalex plc is a publicly listed company, on Euronext
Growth, Dublin. Learn more at www.datalex.com (http://www.datalex.com/) .

 

APPENDIX - PRINCIPAL EFFECTS OF THE CANCELLATION

 

The principal effects of the Cancellation will include the following:

·    there will be no formal market mechanism enabling the Shareholders to
trade Ordinary Shares, save for the Matched Bargain Facility referred to in
the announcement above and in the Circular, and no other recognised market or
trading facility is intended to be put in place to facilitate trading in the
Ordinary Shares;

·  while the Ordinary Shares will remain freely transferable, it is possible
that, following the publication of this Circular, the liquidity and
marketability of the Ordinary Shares will be further reduced and their value
adversely affected (however, as set out above, the Directors believe that the
existing liquidity in the Ordinary Shares is limited in any event);

·    the Ordinary Shares may be more difficult to sell compared to shares
of companies traded on Euronext Growth (or any other recognised market or
trading exchange);

·    in the absence of a formal market and quote, it may be difficult for
Shareholders to determine the market value of their investment in the Company
at any given time;

·    the regulatory and financial reporting regime applicable to companies
whose shares are admitted to trading on Euronext Growth will no longer apply;

·    Shareholders will no longer be afforded the protections given by the
Euronext Growth Rules, such as the requirement the Company seek shareholder
approval for reverse takeovers and fundamental changes in the Company's
business;

·    the levels of disclosure and corporate governance within the Company
will not be as stringent as for a company quoted on Euronext Growth;

·  the Company will no longer be subject to the Market Abuse Regulation
regulating inside information and other matters;

·   the Company will no longer be required to have an independent Euronext
Growth Listing Sponsor;

·    stamp duty will become due on transfers of shares and agreements to
transfer shares unless a relevant exemption or relief applies to a particular
transfer; and

·    the Cancellation may have personal taxation consequences for
Shareholders. Shareholders who are in any doubt about their tax position
should consult their own professional independent tax adviser.

 

The Directors are aware that certain Shareholders may be unable or unwilling
to hold Ordinary Shares in the event that the Cancellation is approved and
becomes effective. Shareholders should take independent advice about retaining
their interests in Ordinary Shares prior to the Cancellation becoming
effective.

 

The above considerations are not exhaustive, and Shareholders should seek
their own independent advice when assessing the likely impact of the
Cancellation on them.

For the avoidance of doubt, the Company will remain registered in Ireland in
accordance with and, subject to the Companies Act 2014, notwithstanding the
Cancellation.

 

 1  (#_ftnref1) Stellex Platform Revenue includes fixed licence revenues,
variable transaction fees, managed hosting services and AWS pass-through
revenues. These revenues are captured from the moment the customers went live
on the Stellex Platform or the previous iteration of the new platform which
was referred to as DCP. All other platform revenue is recorded as Non-Stellex.

 2  (#_ftnref2) Adjusted EBITDA is defined as earnings from operations before
(i) interest income and interest expense, (ii) tax expense, (iii) depreciation
and amortisation expense, (iv) share-based payments cost and (v) exceptional
items.

 3  (#_ftnref3) Foreign Currency Adjusted EBITDA is defined as Adjusted EBITDA
after the impact of foreign exchange and includes movements on Euro
denominated trade receivable balances which were fully provided for at the end
of 2019. The comparative figure has changed due to the miscalculation of the
FX adjustment relating to this Euro dominated trade receivable balances.

 

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