Earn Outs and Deferred Payments
26/04/2022 10:15
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RNS Number : 3704J Instem plc 26 April 2022
Instem plc
("Instem", the "Group" or the "Company")
Earn Outs and Deferred Payments
Instem plc (AIM: INS), a leading provider of IT solutions to the global life
sciences market, is pleased to announce that the first tranches of the agreed
earn out and deferred payments in respect of the acquisition of the entire
share capital of d-Wise Technologies, Inc ("d-wise") and d-wise's
subsidiaries, which completed on 1 April 2021, have now been made.
As a result of d-wise achieving its earn out targets in the financial year
ended 31 December 2021, Instem has paid the initial earn out consideration of
$1.5m in ordinary shares of 10 pence each in Instem ("Ordinary Shares")
("Initial Earn Out Consideration").
The Company has also paid the first tranche of the deferred consideration (due
to certain vendors in d-wise) comprising $3,191,775 in cash and $1,042,604 in
Ordinary Shares which was payable on the 12-month anniversary of completion
("Deferred Consideration").
Instem, through its subsidiary Instem Inc., acquired d-wise for an initial
consideration of $20m in cash and shares, subject to an adjustment mechanism
plus any deferred consideration and any earn out payable under the terms of
the share purchase agreement. Following payment of the Initial Earn Out
Consideration, a further earn out consideration of $1.5m remains payable in
cash on the 24-month anniversary of completion of the acquisition.
Additionally, the second tranche of the deferred consideration, comprising $4m
plus interest in cash, will be payable on the 24-month anniversary of
completion.
Separately, the Company is also pleased to announce that the full £2.0m earn
out has been achieved in respect of the acquisition of the entire share
capital of The Edge Software Consultancy Ltd ("The Edge"), which completed on
1 March 2021. As a result of The Edge achieving its earn out targets in the
twelve month period post-completion, £1.0m will be paid in cash to the
vendors of The Edge by 31 May 2022, with a further £1.0m to be paid in cash
on or before 1 March 2023. In addition the £0.5m deferred consideration was
paid at the end of February 2022.
Issue of Equity and Admission
As a result, 176,124 Ordinary Shares have been issued in respect of the
Initial Earn Out Consideration at an issue price 650p per Ordinary Share,
calculated at the average middle market closing price over the five business
days immediately preceding but excluding 30 March 2022.
In addition, 120,828 Ordinary Shares have been issued in respect of the
Deferred Consideration and have been issued at a price 657p per Ordinary
Share, calculated at the average middle market closing price over the five
business days immediately preceding but excluding 31 March 2022.
Application has been made to the London Stock Exchange for a total of 296,952
new Ordinary Shares to be admitted to trading on AIM ("New Ordinary Shares").
Admission of the New Ordinary Shares is expected to take place at 8.00 a.m. on
29 April 2022.
Lock-ins
Of the 296,952 New Ordinary Shares issued in total to the d-wise vendors in
connection with the Initial Earn Out Consideration and Deferred Consideration,
199,101 New Ordinary Shares will remain subject to lock-ins until 07 June 2022
and 164,972 New Ordinary Shares will remain subject to lock-ins until 20 March
2023. This means that, also taking into account Ordinary Shares that were
issued at completion of the acquisition and that remain subject to lock-ins, a
total of 781,214 Ordinary Shares will remain subject to lock-ins until 07 June
2022 and 647,294 Ordinary Shares will remain subject to lock-ins until 20
March 2023.
Total Voting Rights
Following the issue and allotment of the New Ordinary Shares, the Company's
issued share capital comprises 22,676,808 Ordinary Shares. The Company does
not hold any Ordinary Shares in treasury. Therefore the total number of voting
rights in the Company is 22,676,808.
The figure of 22,676,808 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 a change of their interest in, the Company under the
FCA's Disclosure and Transparency Rules.
For further information, please contact:
Instem plc Via Walbrook
Phil Reason, CEO
Nigel Goldsmith, CFO
Singer Capital Markets (Nominated Adviser & Joint Broker) +44 (0) 20 7496 3000
Peter Steel
Alex Bond
Rachel Hayes
Stifel Nicolaus Europe Limited (Joint Broker) +44 (0)20 7710 7600
Ben Maddison
Alex Price
Walbrook Financial PR +44 (0) 20 7933 8780
Tom Cooper instem@walbrookpr.com
Nick Rome
About Instem
Instem is a leading provider of IT solutions & services to the life
sciences market delivering compelling solutions for Study Management
Regulatory Submissions, Clinical Trial Acceleration, and Informatics-based
Insight Generation.
Instem solutions are in use by over 700 customers worldwide, including all the
largest 25 pharmaceutical companies, enabling clients to bring life enhancing
products to market faster. Instem's portfolio of software solutions increases
client productivity by automating study-related processes while offering the
unique ability to generate new knowledge through the extraction and
harmonisation of actionable scientific information.
Instem products and services address aspects of the entire drug development
value chain, from discovery through to market launch. Management estimate that
over 50% of all drugs on the market have been through some part of Instem's
platform at some stage of their development.
To learn more about Instem solutions and its mission, please
visit www.instem.com (http://www.instem.com/)
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