Statement re Placing and Conversion of Debt

DXS International

17/05/2023 12:10

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DXS INTERNATIONAL PLC

(AQSE: DXSP)

Placing and Conversion of debt

DXS International plc ("DXS", the "Company"), the digital clinical decision
support company, is pleased to announce that it has raised GBP 500,000 (before
expenses) (the "Placing"), through a placing of 12,500,000 new ordinary shares
(the "Placing Shares") of 0.33 pence each in the capital of the Company
("Ordinary Shares") at a placing price of 4p per share (the "Placing Price")
to current shareholders and new institutional investors through the Placing by
Hybridan LLP “Hybridan” as sole broker to the Company. In addition to the
Placing, the Company announces a debt to equity swap (the "Stakeholder
Issue”) through which £130,628.33 of debt has been converted to new
Ordinary Shares at the Placing Price per share through the issue of 3,265,708
new Ordinary Shares (the "Stakeholder Shares"). The new Ordinary Shares to be
issued pursuant to the Placing and Stakeholder Issue (together, the
"Fundraising") represent a total dilution of 32.67 per cent of the existing
issued share capital of the Company.

Application has been made for admission of the Placing Shares and the
Stakeholder Shares (together, the "New Ordinary Shares"), to trading on the
Access segment of the AQUIS Stock Exchange ("AQUIS") and trading is expected
to commence on or around 24 May 2023 ("Admission"). The Placing and
Stakeholder Issue are both conditional, inter alia, on Admission .

Participants in the Stakeholder Issue comprise a combination of the Company's
Directors, key management and consultants who have, during the past 14 months,
postponed payment of a total of £130,628 in unpaid salaries and fees, and
have agreed to convert this to equity at the Placing Price. These stakeholders
of the Company have agreed to continue to postpone receipt of further payments
of salaries and fees as they fall due until the Company is cashflow positive.

The net proceeds of the Fundraising will be used by the Company to invest in
the Group's operations to provide working capital to take the Company’s
newly developed healthcare solutions to market. The Company's strategy is to
leverage its existing customer base which provides a recurring revenue
combination from the NHS and the pharmaceutical industry as supplemented by
new revenue streams from the new SMART solutions. The Company has been
investing, piloting and gaining accreditations for its new SMART solutions
during the past three years.

After Admission the issued share capital of the Company will be 64,022,124
Ordinary Shares. This figure may be used by shareholders as the denominator
for the calculations by which they will determine if they are required to
notify their interest in, or change to their interest in, the Company under
the FCA's Disclosure Guidance and Transparency Rules.

David Immelman, Chief Executive Officer, commented:

"I am delighted with the continued support we have received from our
shareholders, and to welcome new institutions including funds managed by
Downing LLP in this latest fundraising. We are pleased to see sentiment
changing within the NHS and to hear the positive feedback we have received on
the various trials in clinics with our new products. Building blocks are in
place to potentially rapidly scale our annual revenue to £4.7m by April
2024.”

Pursuant to the terms of the Placing, Hybridan has been granted warrants in
respect of 750,000 new Ordinary Shares (the "New Warrants"). The New Warrants
are exercisable by Hybridan at any time between the date of this announcement
and 16 May 2028 at a strike price equal to the Placing Price. In addition the
Company has agreed to vary the strike price for the existing warrants in
respect of 748,500 Ordinary Shares that were issued to Hybridan on 18 February
2020, expiring on 17 February 2025, such that these warrants are also now
exercisable at the Placing Price.

The Directors of DXS International plc accept responsibility for this
announcement

The information contained within this announcement is deemed to constitute
inside information as stipulated under the retained EU law version of the
Market Abuse Regulation (EU) No. 596/2014 (the "UK MAR") which is part of UK
law by virtue of the European Union (Withdrawal) Act 2018. The information is
disclosed in accordance with the Company's obligations under Article 17 of the
UK MAR. Upon the publication of this announcement, this inside information is
now considered to be in the public domain.

Enquiries:

 David Immelman (Chief Executive) DXS International plc  01252 719800 david@dxs-systems.com  
 https://www.dxs-systems.co.uk                                                               



 Corporate Advisor                              
 City & Merchant David Papworth  020 7101 7676  



 Corporate Broker                                 
 Hybridan LLP Claire Louise Noyce  020 3764 2341  

Note to Editors:

About DXS

DXS International presents up to date treatment guidelines and
recommendations, from Clinical Commissioning Groups and other trusted NHS
sources, to doctors, nurses, and pharmacists in their workflow and during the
patient consultation. This effective clinical decision support ultimately
translates to improved healthcare outcomes delivered more cost effectively
which should significantly contribute towards the NHS achieving its projected
efficiency savings