REG - Glantus Holdings PLC - Publication of Circular and Notice of GM
17/02/2023 07:00
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RNS Number : 2169Q Glantus Holdings PLC 17 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'')
Publication of Circular and Notice of General Meeting
Glantus (AIM: GLAN), the provider of Accounts Payable ("AP") automation and
analytics solutions, has today published its circular to shareholders (the
"Circular") and Notice of Extraordinary General Meeting of the Company (the
"EGM"), in connection with the raising of gross proceeds of approximately
€1.4 million (before expenses) through a conditional subscription (the
"Subscription").
As announced on 14 February 2023, 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 of the Subscription Shares requires and is conditional upon, inter
alia, the passing of certain share allotment and authority resolutions at an
EGM of the Company.
Accordingly, the EGM to approve the Subscription will be held at 11.00 am on
16 March 2023 at the offices of the Company at Marina House, Block V,
Eastpoint Business Park, Dublin, D03 AX24, Ireland.
The Circular, is being posted to shareholders today and will shortly be
available on the Company's website, www.glantus.com (http://www.glantus.com) .
Part one of the Circular, which includes details of the EGM and Resolutions
and the expected timetable, has been reproduced in full in the appendix to
this announcement which is set out below.
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 +447747 788 221
Charles Goodwin
Lilian Filips
Annabelle Wills
Appendix
The below information has been reproduced in full from the Circular.
Expected Timetable of Principal Events
2023
Announcement of posting of this document : 17 February
Posting of this Circular and Form of Proxy to Shareholders : 17 February
Latest time and date for receipt of Forms of Proxy for use at the : 11.00 a.m. on 14 March
Extraordinary General Meeting
Extraordinary General Meeting : 11.00 a.m. on 16 March
Announcement of results of Extraordinary General Meeting : Following EGM on 16 March
Admission of the Subscription Shares to trading on AIM : 8.00 a.m. on 17 March
Each of the times and dates above is subject to change. Any such change will
be notified by an announcement on a Regulatory Information Service.
Definitions
In this Circular, the Notice of EGM and the Form of Proxy, the following words
and expressions will bear the meanings assigned to them below, and cognate
words and expressions will bear corresponding meanings, unless the context
requires otherwise:
Admission admission of the Subscription Shares to trading on AIM becoming effective in
accordance with the AIM Rules;
AGM the annual general meeting of the Company held on 4 August 2022;
AGM Allotment Authority the authority of the Directors, approved by the Shareholders at the AGM, to
allot and issue up to an aggregate nominal value of €25,222 (representing
approximately 66.66% of the issued ordinary share capital of the Company
(excluding treasury shares) as at 5pm on 27 June 2022, which authority is
valid until the earlier of the conclusion of the next annual general meeting
of the Company or at midnight on the date which is 15 months after the passing
of the resolution, unless previously varied, revoked or renewed;
AGM Disapplication Authority the authority of the Directors, approved by the Shareholders at the AGM, to
disapply statutory pre-emption provisions in certain circumstances, including
for allotments (other than by way of pre-emptive offer) up to an aggregate
nominal value of €3,783 representing approximately 10% of the total nominal
value of the Company's issued ordinary share capital (excluding treasury
shares) as at 5pm on 27 June 2022 (including the allotment of equity
securities pursuant to any employee share scheme or incentive scheme of the
Company);
AIM the market of that name operated by the London Stock Exchange Group;
AIM Rules together, the rules of AIM as set out in the publication entitled 'AIM Rules
for Companies', published by the London Stock Exchange from time to time;
BPC Beach Point Capital;
Board the board of Directors of the Company;
Business Day any day other than a Saturday, Sunday or official public holiday during which
banks are open for normal banking business in Dublin, Ireland;
CBI or Central Bank the Central Bank of Ireland, established pursuant to the Central Bank Acts
1942 to 2010;
Chairperson Barry Stephen Townsley, the non‑executive Chairperson of the Company;
Chairperson's Letter the letter from the Chairperson of the Company, contained in Part 1 of this
Circular;
Circular this document, posted to the Shareholders on 17 February 2023, including the
Chairperson's Letter and Notice of EGM contained herein;
Company's Registrars Link Registrars Limited, whose registered offices are at Suite 149 The Capel
Building, Mary's Abbey, Dublin 7, D07 DP79, Ireland;
Companies Act the Irish Companies Acts 2014, and every statutory modification and
re-enactment thereof for the time being in force;
Directors together, the statutory directors of the Company as at the date of this
Circular and from time to time;
ECB the European Central Bank;
EGM or Extraordinary General Meeting the extraordinary general meeting of the Company, to be convened and held in
the manner specified in the Notice of EGM, including any adjournment thereof;
Euro Zone Markets such countries which have adopted the Euro as their official currency and
which, as at the date of this Circular, include Austria, Belgium, Croatia,
Cyprus, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, Malta,
the Netherlands, Portugal, Slovakia, Slovenia and Spain;
Euro, EUR or € the lawful currency of Ireland and other member countries of the Euro Zone
Markets;
Euroclear Bank Euroclear Bank SA/NV, an international central securities depository organised
under the laws of the Kingdom of Belgium and operator of the Euroclear System;
Euroclear System the securities settlement system operated by Euroclear Bank and governed by
the laws of the Kingdom of Belgium;
Extension Commitment a conditional commitment from BPC to extend the Company's repayment date by 12
months to 31 August 2024;
FCA Financial Conduct Authority in the United Kingdom;
Form of Proxy the form of proxy document to be used by Shareholders in connection with the
EGM, accompanying this document;
Founder Maurice Leonard Healy;
Founder Cap 25.14% of the issued share capital of the Company;
FSMA the UK Financial Services and Markets Act 2000, as amended;
Group together, the Company and its direct and indirect subsidiaries from time to
time, and "Group Company" is to be construed accordingly;
Issue Date the date of issue of the Subscription Shares to the Subscribers;
Issue Price the price per share at which the Subscription Shares are proposed to be
issued, being £0.0925 per Subscription Share;
London Stock Exchange London Stock Exchange plc;
Long Stop Date 11 May 2023;
Official List the official list of the FCA;
Ordinary Share an ordinary share of €0.001 each in the capital of the Company;
Pounds or £ the lawful currency of the United Kingdom;
Resolutions together, the resolutions to be proposed at the EGM, as specified in the
Notice of EGM;
Shareholder a holder of one or more Ordinary Shares;
Subscribers together, the investors who have each duly executed and delivered to the
Company a Subscription Letter and thereby irrevocably agreed to acquire
Subscription Shares at the Issue Price on the terms of the Subscription
Letters, and Subscriber will be a reference to any one of them, as the context
requires;
Subscription the cumulative transactions contemplated under the Subscription Letters, the
implementation of which will comprise the allotment and issue by the Company
to the Subscribers of, and the subscription by the Subscribers for, the
Subscription Shares at the Issuer Price in accordance with the terms and
subject to the conditions stipulated in the Subscription Letters;
Subscription Funds the aggregate of the consideration that will be payable by the Subscribers to
the Company for the allotment and issue of the Subscription Shares pursuant to
the implementation of the Subscription;
Subscription Letters collectively, the binding and irrevocable letters of subscription respectively
executed and delivered to the Company by each of the Subscribers and in
accordance with the terms and subject to conditions of which the Subscription
will be implemented;
Subscription Shares such number of Ordinary Shares in the capital of the Company which equals (to
the nearest whole share) the amount of the Subscription Funds (being the
equivalent of the Pounds amount based on the EUR/Pounds exchange rate as at
9.00am on the Business Day prior to the Issue Date) divided by the Issue
Price, proposed to be issued by the Company to the Subscribers as part of the
Subscription; and
United Kingdom or UK the United Kingdom of Great Britain and Northern Ireland.
Any reference to any provision of any legislation shall include any provision
in any legislation that amends, modifies, consolidates, re-enacts, extends or
replaces the same. Words importing the singular shall include the plural and
vice versa and words importing the masculine gender shall include the feminine
or neutral gender.
Definitions
In this Circular, the Notice of EGM and the Form of Proxy, the following words
and expressions will bear the meanings assigned to them below, and cognate
words and expressions will bear corresponding meanings, unless the context
requires otherwise:
Admission admission of the Subscription Shares to trading on AIM becoming effective in
accordance with the AIM Rules;
AGM the annual general meeting of the Company held on 4 August 2022;
AGM Allotment Authority the authority of the Directors, approved by the Shareholders at the AGM, to
allot and issue up to an aggregate nominal value of €25,222 (representing
approximately 66.66% of the issued ordinary share capital of the Company
(excluding treasury shares) as at 5pm on 27 June 2022, which authority is
valid until the earlier of the conclusion of the next annual general meeting
of the Company or at midnight on the date which is 15 months after the passing
of the resolution, unless previously varied, revoked or renewed;
AGM Disapplication Authority the authority of the Directors, approved by the Shareholders at the AGM, to
disapply statutory pre-emption provisions in certain circumstances, including
for allotments (other than by way of pre-emptive offer) up to an aggregate
nominal value of €3,783 representing approximately 10% of the total nominal
value of the Company's issued ordinary share capital (excluding treasury
shares) as at 5pm on 27 June 2022 (including the allotment of equity
securities pursuant to any employee share scheme or incentive scheme of the
Company);
AIM the market of that name operated by the London Stock Exchange Group;
AIM Rules together, the rules of AIM as set out in the publication entitled 'AIM Rules
for Companies', published by the London Stock Exchange from time to time;
BPC Beach Point Capital;
Board the board of Directors of the Company;
Business Day any day other than a Saturday, Sunday or official public holiday during which
banks are open for normal banking business in Dublin, Ireland;
CBI or Central Bank the Central Bank of Ireland, established pursuant to the Central Bank Acts
1942 to 2010;
Chairperson Barry Stephen Townsley, the non‑executive Chairperson of the Company;
Chairperson's Letter the letter from the Chairperson of the Company, contained in Part 1 of this
Circular;
Circular this document, posted to the Shareholders on 17 February 2023, including the
Chairperson's Letter and Notice of EGM contained herein;
Company's Registrars Link Registrars Limited, whose registered offices are at Suite 149 The Capel
Building, Mary's Abbey, Dublin 7, D07 DP79, Ireland;
Companies Act the Irish Companies Acts 2014, and every statutory modification and
re-enactment thereof for the time being in force;
Directors together, the statutory directors of the Company as at the date of this
Circular and from time to time;
ECB the European Central Bank;
EGM or Extraordinary General Meeting the extraordinary general meeting of the Company, to be convened and held in
the manner specified in the Notice of EGM, including any adjournment thereof;
Euro Zone Markets such countries which have adopted the Euro as their official currency and
which, as at the date of this Circular, include Austria, Belgium, Croatia,
Cyprus, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, Malta,
the Netherlands, Portugal, Slovakia, Slovenia and Spain;
Euro, EUR or € the lawful currency of Ireland and other member countries of the Euro Zone
Markets;
Euroclear Bank Euroclear Bank SA/NV, an international central securities depository organised
under the laws of the Kingdom of Belgium and operator of the Euroclear System;
Euroclear System the securities settlement system operated by Euroclear Bank and governed by
the laws of the Kingdom of Belgium;
Extension Commitment a conditional commitment from BPC to extend the Company's repayment date by 12
months to 31 August 2024;
FCA Financial Conduct Authority in the United Kingdom;
Form of Proxy the form of proxy document to be used by Shareholders in connection with the
EGM, accompanying this document;
Founder Maurice Leonard Healy;
Founder Cap 25.14% of the issued share capital of the Company;
FSMA the UK Financial Services and Markets Act 2000, as amended;
Group together, the Company and its direct and indirect subsidiaries from time to
time, and "Group Company" is to be construed accordingly;
Issue Date the date of issue of the Subscription Shares to the Subscribers;
Issue Price the price per share at which the Subscription Shares are proposed to be
issued, being £0.0925 per Subscription Share;
London Stock Exchange London Stock Exchange plc;
Long Stop Date 11 May 2023;
Official List the official list of the FCA;
Ordinary Share an ordinary share of €0.001 each in the capital of the Company;
Pounds or £ the lawful currency of the United Kingdom;
Resolutions together, the resolutions to be proposed at the EGM, as specified in the
Notice of EGM;
Shareholder a holder of one or more Ordinary Shares;
Subscribers together, the investors who have each duly executed and delivered to the
Company a Subscription Letter and thereby irrevocably agreed to acquire
Subscription Shares at the Issue Price on the terms of the Subscription
Letters, and Subscriber will be a reference to any one of them, as the context
requires;
Subscription the cumulative transactions contemplated under the Subscription Letters, the
implementation of which will comprise the allotment and issue by the Company
to the Subscribers of, and the subscription by the Subscribers for, the
Subscription Shares at the Issuer Price in accordance with the terms and
subject to the conditions stipulated in the Subscription Letters;
Subscription Funds the aggregate of the consideration that will be payable by the Subscribers to
the Company for the allotment and issue of the Subscription Shares pursuant to
the implementation of the Subscription;
Subscription Letters collectively, the binding and irrevocable letters of subscription respectively
executed and delivered to the Company by each of the Subscribers and in
accordance with the terms and subject to conditions of which the Subscription
will be implemented;
Subscription Shares such number of Ordinary Shares in the capital of the Company which equals (to
the nearest whole share) the amount of the Subscription Funds (being the
equivalent of the Pounds amount based on the EUR/Pounds exchange rate as at
9.00am on the Business Day prior to the Issue Date) divided by the Issue
Price, proposed to be issued by the Company to the Subscribers as part of the
Subscription; and
United Kingdom or UK the United Kingdom of Great Britain and Northern Ireland.
Any reference to any provision of any legislation shall include any provision
in any legislation that amends, modifies, consolidates, re-enacts, extends or
replaces the same. Words importing the singular shall include the plural and
vice versa and words importing the masculine gender shall include the feminine
or neutral gender.
Part 1: Letter From the CHAIRPERSON
GLANTUS HOLDINGS PLC
(Incorporated and registered in Ireland with registered number 616225)
Directors: Registered Office:
Barry Townsley (Non-Executive Chairperson) Marina House
Maurice Healy (Chief Executive Officer and Executive Director) Block V, Eastpoint Business Park
Geoff Keating (Chief Technology Officer and Executive Director) Dublin
Diane Gray-Smith (Interim Chief Financial Officer and Executive Director) D03 AX24
Tom Price (Independent Non-Executive Director) Ireland
Thomas Brooke (Independent Non-Executive Director)
17 February 2023
Dear Shareholder
Proposed Subscription for New Ordinary Shares to raise €1.4 million
Proposed Authority to Allot New Ordinary Shares and Dis‑apply Pre‑Emptive
Rights
Notice of Extraordinary General Meeting of the Company
1 Background
The purpose of this Circular is to explain the background to the Subscription,
convene the EGM and detail the reasons why the Board believes it to be in the
best interests of the Company and the Shareholders as a whole that you vote in
favour of the Resolutions.
The Company announced the following information on 14 February 2022 in its
trading update for the financial year ended 31 December 2022:
As indicated in the Company's interim results at the end of September 2022, it
has been a very challenging year for Glantus. Accordingly, the Company
expects to report, subject to audit, revenue for FY2022 of c.€10.8 million
and an adjusted EBITDA loss of €2.1 million before exceptional restructuring
costs and any impairment of goodwill from acquisitions.
These results have been impacted by a number of factors, including the
negative impact the global restructuring has had on productivity, the
relocation of the AP audit function to Costa Rica and the delayed onboarding
of some new opportunities. In addition, the Board, having done a comprehensive
review, has prudently determined that a material amount of revenue which was
anticipated in FY2022 from two client contracts may not be achieved.
In response to the above, the Group has rapidly and decisively restructured
the business. This has achieved annualised cost savings of over €3 million
by reducing the global workforce by 39 persons. In addition, there has been a
further significant reduction in operational infrastructure costs. This
restructuring has consolidated operations globally with a focus on
technology-led initiatives to drive margins and scale.
Alongside these cost savings, the Company has been able to generate
encouraging monthly billing amounts in recent months, with average monthly
billing in Q4 2022 of c.€1.22 million and in excess of €1.1 million for
January 2023. This billing performance combined with the revised cost base
means the Board believes the business is poised to deliver strong margins and
positive cash flow from operations in 2023.
As a result of the challenges during FY 2022, the Company currently has low
amounts of cash resources available for its use. In addition, 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 confirms 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 £1.2m through an equity raise.
Accordingly, in order to satisfy the equity raise condition described above
and increase the cash resources available to it, the Company also announced
later on 14 February 2023, that it had raised approximately €1.4 million
(before expenses) from a combination of new and existing investors by a
conditional irrevocable subscription for the Subscription Shares at the Issue
Price, conditional on the passing of Resolutions 1 and 2 below.
Pursuant to the Subscription, the Company has received conditional
subscription letters for the Subscription Shares at the Issue Price. The Issue
Price presents a premium of c.12 per cent. to the previous day's closing share
price of 8.25 pence per Ordinary Share on 13 February 2023, being the day
prior to the announcement of the Subscription. In setting the Issue Price, the
Directors have considered the price at which the Subscription Shares need to
be offered to the Subscribers to ensure the success of the Subscription,
whilst also minimising dilution for all other Shareholders.
As described further in paragraph 6 of this Part 1, the final number of
Subscription Shares (subject to the 25.14% Founder Cap) which will be issued
will be equal (to the nearest whole share) to the Subscription Funds (being
the equivalent of the STG£ amount based on the EUR/STG exchange rate as at
9.00am the Business Day prior to the Issue Date) divided by the Issue Price.
For illustrative purposes, assuming that approximately €1.4 million is
raised under the Subscription, the Subscription Shares would represent c.
25.53% of the enlarged issued Ordinary Share capital of the Company if
calculated from the EUR/STG exchange rate as at 9.00 am on the Business Day
prior to the date of this document.
In order to maintain his shareholding of 25.14% (the Founder Cap), the founder
and Chief Executive Officer of the Company, Maurice Leonard Healy (the
Founder), is among the Subscribers that have bound themselves to subscribe for
Subscription Shares at the Issue Price as part of the Subscription, the
Founder will subscribe for the relevant number of Subscription Shares for an
aggregate subscription consideration of €350,000. The other Subscribers in
the Subscription are a combination of new and existing investors.
Following the date of this document but prior to the EGM, the Board may, if
appropriate and at completely the Board's discretion, permit certain
additional Subscribers to agree to acquire Subscription Shares up to the
absolute limits set out in the Resolutions. To the extent that any additional
Subscribers agree to acquire Subscription Shares, the Company will make
further notifications by a Regulatory Information Service as applicable.
If Admission does not occur by the Long Stop Date, the Subscription Funds will
be returned to the Subscribers and the Subscription Letters will cease to be
of any further force or effect.
2 Use of Proceeds
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 some remaining
costs associated with the Company's recent restructuring and for working
capital purposes.
In addition, as set out in the Company's trading update on 14 February 2023,
under the Company's existing banking facilities with its lender, BPC, the
Company is due to repay €5 million in August 2023. The Company has been in
discussions with BPC regarding such repayment and has received in writing from
BPC a conditional commitment to extend the repayment date by 12 months to 31
August 2024. 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.
3 Importance of the Vote
Shareholders should note that unless the Resolutions approving the
Subscription are passed at the General Meeting, the Company will not receive
the proceeds from the Subscription. The Subscription is being undertaken to
increase the cash resources of the Company and in order to satisfy the equity
raise condition in the Extension Commitment as described in paragraph 1 and 2
of this Part 1. If the €5 million loan repayment due in August 2023 is not
extended as envisaged in the Extension Commitment, the Company will have to
pursue alternative options in order to meet the loan repayment in August 2023
and there can be no guarantee that it would be successful. In addition, the
Company will continue to have low amounts of cash resources available to
operate the business with, noting the challenging trading conditions as set
out in the Company's trading update on 14 February 2022 and in Paragraph 1 of
this Part 1.
The Directors believe completion of the Subscription and approval of the
Resolutions to be proposed at the EGM are in the best interests of the Company
and its Shareholders as a whole. Accordingly, it is important Shareholders
vote in favour of the Resolutions.
4 Related Party Transaction
The participation of the Founder, as a Director of the Company, in the
Subscription constitutes a related party transaction pursuant to Rule 13 of
the AIM Rules. The independent Directors, being the Directors excluding the
Founder, consider, having consulted with Shore Capital, the Company's
nominated adviser, that the Founder's participation in the Subscription is
fair and reasonable insofar as Shareholders are concerned.
5 Irrevocable Undertakings
The Company has received irrevocable undertakings to vote in favour of the
Resolutions from all Directors who hold Ordinary Shares together with certain
Shareholders who hold, or are interested in, an aggregate of 20,002,485
Ordinary Shares, representing approximately 52.87 per cent. of the Company's
issued share capital.
6 EGM and Resolutions
The Board is seeking Shareholder authority for the issue of the Subscription
Shares (including the issue of Subscription Shares to any additional
Subscribers following the date of this document but prior to the EGM) and
additional authority for general use.
At the end of this document is a notice convening an EGM of the Company, which
is to be held at the offices of the Company at Marina House, Block V,
Eastpoint Business Park, Dublin, D03 AX24, Ireland, on 16 March 2023, at
11.00 a.m., at which the Resolutions detailed therein will be proposed to the
Shareholders.
In summary, if approved as proposed by the Board:
(i) Resolution 1 - authorises the Board, as an ordinary resolution
pursuant to section 1021 of the Companies Act, to allot and issue
Subscription Shares to the Subscribers. In the event that Resolution 1 is not
passed, the Subscription will not proceed. For the avoidance of doubt, this
authority will be in addition to the AGM Allotment Authority, which will
remain valid notwithstanding the approval of Resolution 1. The number of
Subscription Shares in the capital of the Company to be issued to the
Subscribers will be equal (to the nearest whole share) to the Subscription
Funds (being the equivalent of the STG£ amount based on the EUR/STG exchange
rate as at 9.00am on the Business Day prior to the Issue Date) divided by the
Issue Price.
(ii) Resolution 2 - grants to the Board, by way of a special
resolution, authority to allot the Subscription Shares to the Subscribers
without applying statutory pre-emption rights for Shareholders. For the
purposes of Section 1023 of the Companies Act (and in particular under
subsection (7) thereof), the Directors state that:
a. their reasons for recommending that they be authorised to issue New
Ordinary Shares in accordance with the Resolutions contained in the Notice are
set out, inter alia, in paragraphs 1, 2 and 3 of this letter;
b. the amount to be paid to the Company in respect of each
Subscription Share will be the Issue Price; and
c. their justification of that amount is set out in paragraphs 1, 2
and 3 of this letter.
To ensure sufficient authority in the event of an exchange rate movement
following between the date of this document and the Business Day prior to the
Issue Date or any additional Subscribers following the date of this document,
Resolution 2 grants up to 20% additional authority (calculated from the
estimated number of Subscription Shares which would be issued pursuant to the
Subscription) to the Board to allot and issue Ordinary Shares without applying
statutory pre-emption rights for Shareholders in connection with the
Subscription, estimated based on a raise of subscription funds of €1.4
million and applying the EUR/STG exchange rate at the ECB closing price on 14
February 2023, being the date that the Subscription Letters were entered into.
(iii) Resolution 3 - grants to the Board, by way of a special resolution,
further authority to disapply the strict statutory pre-emption provisions for
allotments (other than by way of pre-emptive offers) up to an additional
aggregate nominal value of €10,160.66 which represents approximately 20% of
the estimated total nominal value of the Company's enlarged issued ordinary
share capital (excluding treasury shares) following the issue and allotment of
the Subscription Shares. For the avoidance of doubt, this authority will be
in addition to Resolution 2 but will replace the existing AGM Disapplication
Authority, which will be revoked.
If adopted, these authorities will expire at the conclusion of the next annual
general meeting of the Company or at midnight on the date which is 15 months
after the passing of the resolution (whichever is earlier) unless previously
varied, revoked or renewed.
The new authorities are being sought predominately to allow the Company to
complete the Subscription and to assist the Board in implementing measures
that may arise from the strategic review of the Company.
Note: Unless the context otherwise requires, all references to information
provided as at 5.00 p.m. on 16 February 2023 throughout this letter are to
that time being the latest practicable time and date for that information
prior to the issue of this letter.
7 Action to be taken by Shareholders
Voting by proxy
The process for appointing a proxy and/or voting in connection with the
resolutions to be proposed at the meeting depends on the manner in which you
hold your shares. Further details are set out in the Statement of Procedures
on pages 10 - 13 of this document. For those Shareholders who intend to
appoint a proxy other than the Chairperson of the EGM, we would ask that, as a
contingency measure, you would additionally appoint the Chairperson of the EGM
as an alternative proxy in the event that the initially intended proxy is
unable to attend for any reason (and does not appoint a substitute). This will
facilitate your vote being included in the wider range of contingent
scenarios.
Please note that persons holding their interests in the Company through the
Euroclear Bank must comply with any earlier or other voting submission
deadline imposed by those systems. Further information in this respect is
provided in the Statement of Procedures on pages 10 - 13 of this document.
Completion and return of a Form of Proxy or transmitting an electronic proxy
instruction will not prevent a Shareholder from attending the EGM and voting
in person should such Shareholder wish to do so.
Questions and teleconferencing facilities to listen to the business of the EGM
The Company recognises the importance of engagement with Shareholders in
respect of the EGM. In this regard, Shareholders may submit questions for the
Board in advance of the meeting. Details of how to do this are provided in the
Statement of Procedures set out at the end of this document. Shareholders
present may also raise questions in person during the meeting. All questions
must relate to the business of the EGM.
The Company will provide teleconferencing facilities to allow Shareholders to
listen to the business of the EGM remotely. Details of registering for such
facilities will be provided on the Company's website, www.glantus.com
(http://www.glantus.com) in advance of the EGM. Please note that this facility
will allow you to listen to the business of the EGM only, you will not be able
to use this facility to vote or raise questions or points.
8. Recommendation
The Directors believe completion of the Subscription and approval of the
Resolutions to be proposed at the EGM are in the best interests of the Company
and its Shareholders as a whole. Accordingly, the Board recommends that you
vote in favour of the Resolutions, as the Directors who hold shares in the
Company intend to do in respect of their own beneficial shareholdings
amounting, in aggregate, to 14,288,412 existing Ordinary Shares, representing
approximately 37.77% of the issued share capital of the Company at the date of
this Circular.
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.
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