REG - Glantus Holdings PLC - Conditional Subscription for new shares

Glantus HoldingsAnnouncement

14/02/2023 16:45

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20230214:nRSN9167Pa&default-theme=true

RNS Number : 9167P  Glantus Holdings PLC  14 February 2023

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) 596/2014 WHICH IS PART OF UK LAW BY VIRTUE OF
THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.

 

THIS ANNOUNCEMENT AND THE INFORMATION IN IT, IS RESTRICTED, AND IS NOT FOR
RELEASE PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE
UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, OR SOUTH AFRICA OR ANY
OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.

 

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT
CONSTITUTE, OR FORM THE BASIS OF AN OFFER TO SELL OR ISSUE OR THE SOLICITATION
OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY NEW OR EXISTING
ORDINARY SHARES OF GLANTUS HOLDINGS PLC IN ANY JURISDICTION IN WHICH ANY SUCH
OFFER OR SOLICITATION WOULD BE UNLAWFUL.

 

Glantus Holdings plc

 

(''Glantus'' or the ''Company'')

 

Conditional Subscription for new shares to raise €1.4 million

 

Glantus (AIM: GLAN), the provider of Accounts Payable ("AP") automation and
analytics solutions announces that, further to the Company's trading update
earlier today ("Trading Update"), it is raising  gross proceeds of
approximately €1.4 million (before expenses) through a conditional
subscription (the "Subscription").

 

Pursuant to the Subscription, the Company has received conditional
subscription letters for new ordinary shares of €0.001 each ("Ordinary
Shares") at a price of 9.25 pence per Ordinary Share (the "Issue Price") (the
"Subscription Shares"). The Issue Price represents a premium of c.12 per cent.
to the previous day's closing share price of 8.25 pence per share on 13
February 2023.

 

The Company's Chief Executive Officer, Maurice Healy is participating in the
Subscription and subscribing €350,000 for new Ordinary Shares in order to
maintain his shareholding. The other subscribers in the Subscription are a
combination of new and existing investors.

 

The issue of the Subscription Shares requires and is conditional upon, inter
alia, the passing of certain share allotment and authority resolutions at an
extraordinary general meeting ("EGM") of the Company. A circular convening the
EGM and providing further details on the proposals (including timetable) will
be prepared and sent to shareholders in due course. Further updates will be
made as appropriate.

 

Use of proceeds from the Subscription

The Company intends to use the net proceeds of the Subscription to settle
certain deferred consideration payments for the acquisition of Technology
Insight Corporation and Meridian Cost Benefit Limited, as well as some
remaining costs associated with the Company's recent restructuring and for
working capital purposes.

In addition, as set out in the Trading Update, under the Company's existing
banking facilities with its lender, Beach Point Capital ("BPC"), the Company
is due to repay €5 million in August 2023. The Company has been in
discussions with BPC regarding such repayment and announces that it has
received from BPC a conditional commitment to extend the repayment date by 12
months to 31 August 2024 (the "Extension Commitment").

The Extension Commitment is conditional on both final legal agreement and the
Company raising £1.2 million through an equity raise. The Company is
satisfying this equity raise condition through the Subscription.  However,
even if the Subscription completes, there can be no certainty that an
agreement for the BPC repayment extension will be completed.

Related Party Transaction

The participation of Maurice Healy, as a Director of the Company, in the
Subscription constitutes a related party transaction pursuant to AIM Rule 13
(the "Related Party Transaction"). The independent Directors consider, having
consulted with Shore Capital and Corporate Limited ("Shore Capital"), the
Company's nominated adviser, that the terms of the Related Party Transaction
are  fair and reasonable insofar as shareholders of the Company are
concerned.

Enquiries:

 

 

 Glantus Holdings
 Maurice Healy, CEO                        + 353 862677800

 Diane Gray Smith, Interim CFO

 ir@glantus.com (mailto:ir@glantus.com)

 Shore Capital
 Nominated Advisor and Broker              + 44 207 408 4090

 Patrick Castle / John More / Tom Knibbs

 Yellow Jersey PR
 Charles Goodwin                           +44 7747 788 221

 Lilian Filips

 Annabelle Wills

 

Notification of transactions by Directors, Persons Discharging Managerial
Responsibilities ("PDMRs") and persons closely associated with them.

 1     Details of the person discharging managerial responsibilities / person closely
       associated
 a)    Name                                                                                      Maurice Healy
 2     Reason for the notification
 a)    Position/status                                                                           CEO
 b)    Initial notification / Amendment                                                          Initial notification
 3     Details of the issuer, emission allowance market participant, auction
       platform, auctioneer or auction monitor
 a)    Name                                                                                      Glantus Holdings Plc
 b)    LEI                                                                                       635400B4AX5FLIUCGM84
 4     Details of the transaction(s): section to be repeated for (i) each type of
       instrument; (ii) each type of transaction; (iii) each date; and (iv) each
       place where transactions have been conducted
 a)    Description of the financial instrument, type of instrument                               Ordinary shares of €0.001 each in the capital of Glantus Holdings plc

                                                                                         ("Ordinary Shares")
       Identification code

                                                                                                 ESVUFR

                                                                                                 ISIN  IE00BNG2V304
 b)    Nature of the transaction                                                                 Conditional Subscription of new Ordinary Shares
 c)    Price(s) and volume(s)                                                                    Price       Volume

                            9.25 pence  €350,000 worth of Ordinary Shares at a price of 9.25 pence. The exact volume
                                                                                                       of shares is to be determined upon confirmation of the exchange rate near date

                                  of Admission.

 

 d)    Aggregated information

       - Aggregated volume                                                                       N/A

       - Price
 e)    Date of the transaction                                                                   14 February 2023
 f)    Place of the transaction                                                                  London Stock Exchange (XLON); AIM Market

 

 

d)

Aggregated information

- Aggregated volume

- Price

 

N/A

e)

Date of the transaction

14 February 2023

f)

Place of the transaction

London Stock Exchange (XLON); AIM Market

 

About Glantus Holdings plc

Glantus Holdings (AIM: GLAN) Glantus is a global provider of accounts payable
automation and analytics solutions. Glantus' mission is to harness technology
to drive innovation, unlocking efficiencies in AP to maximise working capital
for global enterprise organisations. The award-winning Glantus DataShark
Platform connects all AP systems and suppliers on one agile platform,
eliminating cost and delivering new revenue streams. We work in tandem with
our partners to deliver joint enterprise digital transformation solutions. For
more information see glantus.com.

Founded in 2014 and headquartered in Dublin, Glantus has offices in the United
States, United Kingdom, Poland and Costa Rica.

 

IMPORTANT NOTICE

This Announcement, and the information contained herein is not for release,
publication or distribution, directly or indirectly, in whole or in part, in
or into or from the United States, Canada, Australia, Japan or the Republic of
South Africa, or any other jurisdiction where to do so might constitute a
violation of the relevant laws or regulations of such jurisdiction (the
"Restricted Jurisdictions").

Certain statements in this Announcement are forward-looking statements which
are based on the Company's expectations, intentions and projections regarding
its future performance, anticipated events or trends and other matters that
are not historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "could", "intend", "estimate",
"expect" and words of similar meaning, include all matters that are not
historical facts. These forward-looking statements involve risks, assumptions
and uncertainties that could cause the actual results of operations, financial
condition, liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from the
impression created by the forward-looking statements. These statements are not
guarantees of future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking statements.
Given those risks and uncertainties, prospective investors are cautioned not
to place undue reliance on forward-looking statements. Forward-looking
statements speak only as of the date of such statements and, except as
required by the UK Financial Conduct Authority ("FCA"), the London Stock
Exchange plc or applicable law, the Company undertakes no obligation to update
or revise publicly any forward-looking statements, whether as a result of new
information, future events or otherwise.

Any indication in this Announcement of the price at which the Company's shares
have been bought or sold in the past cannot be relied upon as a guide to
future performance. Persons needing advice should consult an independent
financial adviser. No statement in this Announcement is intended to be a
profit forecast 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.

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 or on behalf of the Company or Shore Capital or by their affiliates or
their respective agents, directors, officers and employees 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, and any liability therefor is expressly
disclaimed.

Members of the public are not eligible to take part in the Subscription and no
public offering of the Subscription Shares is being or will be made.

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into, or forms part of, this Announcement.

Shore Capital and Corporate Limited (Shore Capital), which is authorised and
regulated in the UK by the FCA, is acting as nominated adviser to the Company
in connection with the matters described in this announcement and is not
acting for any other persons in relation to the Subscription. The
responsibilities of Shore Capital, as the Company's nominated adviser under
the AIM Rules and the AIM Rules for Nominated Advisers are owed solely to the
London Stock Exchange and are not owed to the Company or to any Director,
Shareholder or other person in respect of his decision to acquire shares in
the capital of the Company in reliance on any part of this announcement or
otherwise.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  IOETIMFTMTJBBMJ