REG - Dillistone Group PLC - Proposed Placing and Subscription
04/02/2026 17:00
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RNS Number : 7629R Dillistone Group PLC 04 February 2026
4 February 2026
Dillistone Group Plc
("Dillistone", the "Company" or the "Group")
Proposed Placing and Subscription
Dillistone Group Plc (AIM:DSG), the supplier of software and services for
recruiters, is pleased to announce its intention to conduct a conditional
fundraising to raise gross proceeds of approximately £1.5 million by means of
a placing of approximately £0.05 million (the "Placing") and a direct
subscription of approximately £1.45 million (the "Subscription") (together
the "Fundraise") of new ordinary shares of 5 pence each in the capital of the
Company ("Ordinary Shares") (the "New Ordinary Shares") at a price of 10 pence
per Ordinary Share (the "Issue Price"). The Issue Price represents a premium
of approximately 17.6 per cent. to the closing middle market price of 8.5
pence on 3 February 2026.
An announcement confirming the closing of the Fundraise and the total number
of New Ordinary Shares to be issued pursuant to the Fundraise is expected to
be made in due course.
The Placing Shares and the Subscription Shares are being issued conditional
upon the passing of a resolution to be proposed at a general meeting to be
held on or around 20 February 2026. The New Ordinary Shares, assuming full
take-up of the Fundraise will represent approximately 42.4 per cent. of the
Enlarged Issued Share Capital.
Three Directors of the Company, being Julie Pomeroy, Simon Warburton and Paul
Mather have indicated their intention to subscribe for Subscription Shares
amounting in aggregate to £40,000.
Under the terms of the Placing and the Subscription, the Company will also
issue Warrants over new Ordinary Shares on the basis of one Warrant for every
one Placing Share or Subscription Share issued pursuant to the Placing and the
Subscription. Each Warrant will entitle the holder to subscribe for one new
Ordinary Share at 16.11p per Ordinary Share exercisable between the third and
sixth anniversary of Admission and will have a life of six years from the date
of Admission. There will also be a provision for a cashless exercise of the
Warrants which would result in a reduced number of new warrant shares being
issued upon exercise. The Warrants will not be listed on AIM or any other
exchange.
Background to and reasons for the Subscription and Placing
Over the last few years trading conditions for the Group have been challenging
and general sentiment toward listed micro-cap companies has been adverse. As a
consequence of these factors the Company's current market capitalisation
stands at £1.5 million and the Company has been receiving little or no
benefit from its AIM quotation.
The Board has therefore for some time been considering its options for the
Company including a sale of the Company or its business, or a delisting from
AIM. It has concluded that the best interest of Shareholders is to maintain
its AIM quotation. However, the Board has also concluded that simply pursuing
a strategy of organic growth in the recruitment technology sector is unlikely
to maximise long term shareholder value. Therefore, while the Group remains
absolutely committed to its existing business, clients and markets, it plans
to adopt a more dynamic strategy to extend its opportunities for growth by
embarking on a strategy based on growth through acquisition.
With that in mind, the Company has been in discussion with P&R Investment
Management Limited ("P&R") for some months with a view to the P&R Real
Value fund taking a strategic stake in the business and helping drive a new
strategy. The Board is delighted that the P&R Real Value fund (as advised
by P&R)has agreed to become a strategic investor (via the P&R Real
Value fund) in the Group as it considers that P&R has a proven track
record in this area. Matthias Riechert, Managing Director of P&R, and
Aakash Vanchi Nath, "co-pilot" of P&R, are expected to join the Board
subject to Admission.
Also conditional on Admission, it is expected that Chief Technology Officer
Simon Warburton, and Chief Engineering Officer, Steve Hammond will both step
down from the Company's board. Both Steve and Simon will remain as directors
of our wholly owned subsidiary, Ikiru People Limited
An announcement confirming these changes to the Board will be made in due
course.
P&R is an FCA registered investment advisory firm based in London. It
advises the P&R Real Value fund, a Luxembourg-domiciled Alternative
Investment Fund. The fund's mission is to significantly increase the wealth of
its investors, measured by the compound annual growth rate. The fund
specialises in long-term value investing, building a concentrated portfolio of
10-20 high-quality, undervalued companies worldwide. It also aims to build a
trusting, long-term relationship with all its investee companies.
The P&R Real Value fund (as advised by P&R), along with Maxigendance
Limited, Matthias Riechert, Aakash Vanchi Nath and Martin Alipiev are deemed
to be acting in concert. As the P&R Concert Party, they are expected to
subscribe in aggregate for 9,500,000 New Ordinary Shares which would represent
26.8% of the Company's Enlarged Issued Share Capital.
Assuming full take-up, the fundraise will raise, in aggregate, £1.5 million
for the Company (before expenses). In the short term, these funds will be
invested to strengthen the balance sheet of the Group, optimising its
structure to provide adequate resources to take full advantage of the
immediate and global opportunity afforded by Talentis while ensuring the
Group's other products continue to contribute even during the current
challenging market. In addition, the funds will be used to enhance the
platform for the acquisition strategy.
Current trading and prospects
Despite the ongoing economic challenges in the recruitment and executive
search sectors, the Group expects to deliver 2025 full year results broadly in
line with market expectations for pre-tax profit. As anticipated, revenue for
both product groups is likely to be down compared with 2024, with margins
expected to rise.
At the time of our Interim results, we talked of signs of progress in the
performance of Talentis. This trend has continued. We are delighted to report
that exit ARR for Talentis grew by 67% in H2 1 (#_ftn1) . During this period,
we have migrated clients from a number of products - including direct
competitors - and now have migrated clients in Asia, Australia, Europe and the
Americas to Talentis. Feedback from customers has been enthusiastic, with the
platform currently boasting a 4.9/5 review on G2 2 (#_ftn2) .
We saw a change in the user base during 2025. Annual or longer subscriptions
accounted for 71% of new Talentis users, compared to 22% during 2024. We
expect the Talentis platform to grow rapidly in 2026, with an acceleration in
the number of clients migrating both from our own existing platforms and those
of our competitors.
As expected, the year has seen a further decline in FileFinder user numbers.
We are pleased to note, however, that increasing numbers of FileFinder clients
are migrating to Talentis and therefore being retained by the Group
Our contingency products are primarily sold to recruitment agencies in the UK,
where the market has been challenging, especially in H2. Despite this, new
business sales of Infinity are up on FY2024 and attrition has improved.
Outlook
The Directors are excited by what lies ahead in terms of the new strategy and
the existing business.
The Directors believe accelerating revenue from Talentis is likely to allow
the Group to report in 2026 its first revenue growth since 2022. In addition,
operating profits in the Group's trading subsidiary, Ikiru People Limited
("Ikiru") are likely to be ahead of current expectations for 2026, and the
Board also expects a significant further improvement in performance at Ikiru
to be delivered in 2027 with the potential of Talentis beginning to be
realised.
Postponement of repayment of 8.15% Convertible Loan Notes
Pursuant to the Fundraising, the Company has agreed the postponement of the
repayment of certain of the 8.15% convertible loan notes ("Loan Notes"), first
announced in September 2017 and provided by Mike Love, the former Chairman of
Dillistone, and many of the current Directors. Repayment of the principle of
the Loan Notes was first postposed in June 2020 until the separate loan,
received under the UK Government's Business Interruption Loan scheme ("BIL
Loan") was fully repaid. The last payment date for BIL Loan is 8 June 2026.
Under the terms of the postponement repayment of the Loan Notes will be
postponed until 2 years after the last payment of the BIL Loan. Thus,
repayment of the Loan Notes will be postponed until 8 June 2028. Interest on
the Loan Notes continues to be paid quarterly.
The following outstanding 8.15% Convertible Loan Note balances will be
postponed:
£
Mike Love 250,000
Giles Fearnley 75,000
Jason Starr 24,250
Julie Pomeroy 10,000
Simon Warburton 8,000
Paul Mather 7,500
The postponement of the Loan Notes constitutes a related party transaction
under AIM Rule 13. The directors independent of the transaction consider,
having consulted Zeus, the Company's nominated advisor, that the terms of the
postponement of the repayment of the Loan Notes are fair and reasonable in so
far as Shareholders are concerned.
General Meeting and Circular
The existing authorities to allot Ordinary Shares for cash and disapply
pre-emption rights under section 551 and section 571 of the Companies Act
2006, which the Directors were granted at the Annual General Meeting of the
Company held on 4 June 2025, are insufficient to allow the expected total
number of New Ordinary Shares to be issued pursuant to the Fundraise.
Accordingly, the Fundraise is subject to sufficient further authority to issue
and allot the New Ordinary Shares on a non-pre-emptive basis being granted by
Shareholders at a General Meeting and is therefore conditional, inter alia, on
the passing of the Resolution 1 by the Shareholders at the General Meeting
which will be proposed in the coming days and is expected to be held on or
around 20 February 2026.
A circular containing, inter alia, further details of the Fundraise and a
notice convening the General Meeting in order to pass the Resolutions (the
"Circular"), is expected to be despatched to Shareholders shortly and the
Circular, once published, will be made available on the Company's website at
www.dillistonegroup.com
Other details in relation to the Fundraise
The Fundraising is conditional, inter alia, on the following:
· Resolution 1 being passed at the General Meeting;
· the Placing Agreement and the Subscription Agreement not having
been terminated prior to Admission and becoming unconditional in all respects;
and
· Admission having become effective.
Accordingly, if any of such conditions are not satisfied or, if applicable,
not waived, the Placing and the Subscription will not proceed.
Neither the Placing nor the Subscription is being underwritten by Zeus Capital
Limited ("Zeus") or any other person.
The Placing Agreement contains customary indemnities and warranties from the
Company in favour of Zeus together with provisions which enable Zeus to
terminate the Placing Agreement in certain circumstances, including
circumstances where any of the warranties are found to be untrue, inaccurate
or misleading in any material respect.
Subject to the passing of the Resolution 1, application will be made to the
London Stock Exchange for Admission of the New Ordinary Shares. It is expected
that Admission of the New Ordinary Shares will become effective and that
dealings in the New Ordinary Shares will commence on or around 8.00 a.m. on 24
February 2026.
The Placing Shares and the Subscription Shares will be credited as fully paid
and will rank pari passu in all respects with the existing Ordinary Shares
then in issue, including the right to receive all future distributions,
declared, paid or made in respect of the Ordinary Shares from the date of
Admission. Assuming full take up of the Placing and the Subscription, the
Placing Shares and the Subscription Shares will represent approximately 42.4
per cent. of the Enlarged Share Capital.
Expected Timetable Of Principal Events
2026
Announcement of the Subscription and Placing 4 February
Circular and Form of Proxy posted to Shareholders On or around 4 February
Latest time and date for receipt of Forms of Proxy 11 a.m. on 18 February
General Meeting 11 a.m. on 20 February
Admission 8.00 a.m. on 24 February
Expected date for CREST accounts to be credited in respect of the New Ordinary 24 February
Shares in uncertificated form
Where applicable, expected date for dispatch of definitive share certificates Within 14 days of Admission as appropriate
for New Ordinary Shares in certificated form
Long Stop Date 8:00 a.m. on 4 March
Definitions
"£" or "UK pounds sterling" the lawful currency of the United Kingdom
"acting in concert" has meaning given to it in the Takeover Code
"Admission" admission of the New Ordinary Shares being issued pursuant to the Subscription
and the Placing to trading on AIM becoming effective in accordance with Rule 6
of the AIM Rules
"AIM" AIM, the market of that name operated by the London Stock Exchange
"AIM Rules" the rules and guidance for companies whose shares are admitted to trading on
AIM entitled "AIM Rules for Companies" published by the London Stock Exchange
as amended from time to time
"BIL Loan" the Company loan under the UK Government's Business Interruption Loan scheme
"Board" the board of directors of the Company
"Business Day" a day (other than a Saturday or Sunday) on which commercial banks are open for
general business in London, England
"certificated" or "in certificated form" an Existing Ordinary Share or an Ordinary Share recorded on the Company's
share register as being held in certificated form (namely, not in CREST)
"Circular" a circular containing, inter alia, further details of the Fundraise and a
notice convening the General Meeting in order to pass the Resolutions
"Companies Act" or "Act" the Companies Act 2006 (as amended)
"Company" or "Dillistone" Dillistone Group Plc, a public limited company incorporated in England and
Wales with registered number 4578125 and with its registered office at 9
Cedarwood, Crockford Lane, Chineham Business Park, Basingstoke RG24 8WD
"CREST" the electronic system for the holding and transferring of shares and other
securities in paperless form operated by Euroclear UK & Ireland Limited
"Directors" the directors of the Company
"Enlarged Issued Share Capital" the issued share capital of the Company immediately following Admission
"Existing Ordinary Shares" the Ordinary Shares in issue at the date of this announcement being 20,418,021
Ordinary Shares
"FCA" the Financial Conduct Authority
"Form of Proxy" the form of proxy accompanying this document for use in connection with the
General Meeting
"FMSA" the Financial Services and Markets Act 2000 (as amended)
"Fundraising or "Fundraise" the Subscription and the Placing
"General Meeting" the general meeting of the Company to be held on or around 20 February 2026 at
11.00 a.m.
"Group" the Company and its subsidiaries
"Issue Price" 10 pence per New Ordinary Share issued pursuant to the Subscription and
Placing
Loan Notes the £400,000 8.15% Convertible Loan Notes first announced in September 2017
"London Stock Exchange" London Stock Exchange plc
"New Ordinary Shares" up to 15,000,000 new ordinary shares of five pence each to be issued pursuant
to the Subscription and the Placing
"P&R" P&R Investment Management Limited, a company incorporated in England and
Wales with registered number 08182410 and with its registered office at Lynton
House, 7-12 Tavistock Square, London WC1 9BQ
"P&R Concert Party" for the purpose of the Takeover Code, P&R Real Value fundand certain
connected parties
"Placing" the placing by Zeus on behalf of the Company of the Placing Shares at the
Issue Price pursuant to the terms of the Placing Agreement subject to, inter
alia, the passing of the Resolution 1 and Admission
"Placing Agreement" the agreement dated 4 February 2026 between (1) the Company and (2) Zeus
relating to the Placing
"Placing Shares" up to 550,000 new Ordinary Shares to be issued pursuant to the Placing
"Resolutions" the resolutions to be proposed at the General Meeting
"Shareholders" holders of Ordinary Shares, each individually being a "Shareholder"
"Subscribers" those persons expected to subscribe to the Subscription which include the
P&R Concert Party and certain Directors of the Company
"Subscription" the conditional subscription of the Subscription Shares at the Issue Price on
the terms and subject to the conditions contained in the Subscription
Agreement
"Subscription Agreements" the conditional agreements between the Company and Subscribers relating to the
subscription
"Subscription Shares" up to 14,450,000 new Ordinary Shares to be issued to the Subscribers pursuant
to the Subscription
"Takeover Code" the City Code on Takeovers and Mergers issued from time to time by or on
behalf of the Takeover Panel
"Takeover Panel" the Panel on Takeovers and Mergers
"uncertificated" or "in uncertificated form" recorded on the relevant register of Ordinary Shares as being held in
uncertificated form in CREST and title to which, by virtue of the CREST
Regulations, may be transferred by means of CREST
"United Kingdom" or ''UK" the United Kingdom of Great Britain and Northern Ireland
"Warrants" warrants to subscribe for new Ordinary Shares to be issued to Placees and
subscribers in the Fundraising on the basis of one Warrant for every one New
Ordinary Share subscribed under the Fundraising
"Zeus" Zeus Limited, a company incorporated in England and Wales with registered
number 04417845 and with its registered office at 82 King Street, Manchester
M2 4WQ
Enquiries:
Dillistone Group Plc
Giles Fearnley Chairman 01256 297 000
Jason Starr Chief Executive Officer
Ian Mackin Finance Director
Zeus (Nominated adviser and Broker)
Mike Coe/ James Bavister Director, Investment Banking 020 3829 5000
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.
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 (https://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/
(https://www.talentis.global/recruitment-software/)
Voyager
Software:
https://www.voyagersoftware.com (https://www.voyagersoftware.com)
Online Timesheets:
https://www.voyagersoftware.com/online-timesheets/
(https://www.voyagersoftware.com/online-timesheets/)
1 (#_ftnref1) Growth in ARR from 30 June 2025 to 31 December 2025
2 (#_ftnref2) As at 4 February 2026
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