REG - Judges ScientificPLC - Payment of Earn-out and Issue of Equity

Judges ScientificAnnouncement

06/06/2023 09:00

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RNS Number : 7925B  Judges Scientific PLC  06 June 2023

 Press Release

 

 

Judges Scientific plc

 

("Judges Scientific", "Judges", the "Company" or the "Group")

 

Payment of Geotek Earn-out

Issue of Ordinary Shares

and

Total Voting Rights

 

Judges Scientific, a group focused on acquiring and developing companies in
the scientific instrument sector, announces payment of the Earn-out
consideration for the acquisition of Geotek pursuant to its announcement on 23
May 2022 (the "Geotek Announcement").

 

Payment of Earn Out Consideration via Cash and issue of Ordinary Shares

On 23 May 2022, the Company completed its acquisition of Geotek for total
consideration of up to £80 million plus excess cash, consisting of an initial
cash consideration of £45 million, paid on completion and further contingent
consideration of up to £35 million (the "Earn-out") to be satisfied through a
mixture of cash and new ordinary shares in the Company. The Earn-out was
payable on achievement of a minimum adjusted EBIT of £6.4 million for the
calendar year 2022 increasing pro rata on a 7:1 ratio until it reached a cap
when an adjusted EBIT of £11.4 million was achieved. The Company is pleased
to announce that Geotek has met the conditions required to achieve the maximum
Earn-out.

As set out in the Geotek Announcement, the Earn-out is to be satisfied half in
cash and half in new ordinary shares in Judges to be issued at a price of
£76.80 per new ordinary share, Judges' prevailing share price at the time of
signing heads of terms with Geotek's vendors. Accordingly, the Company has
issued 227,863 ordinary shares of 5p each ("Ordinary Shares") to the vendors
of Geotek to satisfy the ordinary share element of the Earn-out. The remaining
consideration in respect of Earn-out has been paid in cash.

Application for admission of the new Ordinary Shares to trading on AIM has
been made and dealing in the new Ordinary Shares is expected to commence at
8.00 a.m. on 9 June 2023. The new Ordinary Shares will rank pari-passu with
the Company's existing issued Ordinary Shares.

 

Issue of Ordinary Shares

As detailed in the Geotek Acquisition, the transaction was originated by
Charles Holroyd, a non-executive director of Judges and, as with all Judges
Scientific non-executive directors, and as disclosed in the Group's Annual
Report and Accounts, he is incentivised to originate acquisitions on behalf of
the Group and accordingly is entitled to an Introduction Fee in respect of the
acquisition. Pursuant to the Introduction Fee, Judges has today issued 2,278
new Ordinary shares to Charles Holroyd in relation to the Earn-out.

Following the issue of shares, Mr Holroyd now holds 7,223 Ordinary Shares
representing 0.1% of the total issued share capital and voting rights in the
Company.

Application for admission of the new Ordinary Shares to trading on AIM has
been made and dealing in the new Ordinary Shares is expected to commence at
8.00 a.m. on 9 June 2023. The new Ordinary Shares will rank pari-passu with
the Company's existing issued Ordinary Shares.

 

Total Voting Rights

Following admission of the new Ordinary Shares, Judges confirms that the total
issued share capital has increased to 6,605,078 Ordinary Shares.

There are no Ordinary Shares held in treasury. Each Ordinary Share carries
voting rights on the basis of one vote per Ordinary Share. Therefore, the
total number of voting rights in Judges Scientific is 6,605,078 Ordinary
Shares.

The above figure may be used by shareholders as the denominator for
calculations to determine if they have a notifiable interest in Judges
Scientific under the Disclosure and Transparency Rules, or if such interest
has changed.

Capitalised terms used in this announcement shall, unless otherwise defined,
have the same meaning as in the Geotek Announcement.

 

-     Ends        -

  For further information please contact:

 Judges Scientific plc                              Shore Capital (Nominated Adviser & Joint Broker)

 David Cicurel, CEO                                 Stephane Auton

 Brad Ormsby, Group FD                              Iain Sexton

 Tel: +44 (0) 20 3829 6970                          Tel: +44 (0) 20 7408 4090

 Liberum (Joint Broker)                             Investec Bank plc (Joint Broker)

 Edward Mansfield                                   Virginia Bull

 William Hall                                       Carlton Nelson

 Tel : +44 (0) 20 3100 2222                         Tel: +44 (0) 207 597 4000

 Alma PR (Financial Public Relations)

 Sam Modlin

 Justine James

 Joe Pederzolli

 Tel: +44 (0) 20 3405 0205

 judges@almapr.co.uk (mailto:judges@almapr.co.uk)

 

Notes to editors:

Judges Scientific plc (AIM: JDG), is a group focused on acquiring and
developing companies in the scientific instrument sector.  The Group now
consists of 22 businesses acquired since 2005.

The acquired companies are primarily UK-based with products sold worldwide to
a diverse range of markets including: higher education institutions,
scientific research facilities, manufacturers and regulatory authorities.
The UK is a recognised centre of excellence for scientific instruments.
The Group has received five Queen's Awards for innovation and export.

The Group's companies predominantly operate in global niche markets, with long
term growth fundamentals and resilient margins.

Judges Scientific maintains a policy of selectively acquiring businesses that
generate sustainable profits and cash.  Shareholder returns are created
through the reduction of debt, organic growth and dividends.

For further information, please visit www.judges.uk.com
(https://url.avanan.click/v2/___http:/www.judges.uk.com/___.YXAxZTpzaG9yZWNhcDphOm86M2M4NzY3NGU5MjMxNzExOWZjYjg5ODlkYjkxNmZmZDI6NjoxMTMwOjk3ZWNjN2I3YmJmODJiYTYyYzE0NjI5NzI5NzQzMTEzY2NkOWJlMDYxNWM5OTcyYTU2YmJhNGU0NDYyNGRkNzI6cDpU)

 

 1    Details of the person discharging managerial responsibilities / person closely

    associated

 a)   Name                                                         Charles Holroyd

 2    Reason for the notification

 a)   Position/status                                              Non Executive Director

 b)   Initial notification /Amendment                              Initial notification

 3    Details of the issuer, emission allowance market participant, auction

    platform, auctioneer or auction monitor

 a)   Name                                                         Judges Scientific plc

 b)   LEI                                                          2138004EXWWPTW1JOL31

 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 in Judges Scientific plc

      Identification code

                                                                   GB0032398678

 b)   Nature of the transaction                                    Issue of shares in payment of an introduction fee in relation to a transaction

                                                            by the Company

 c)   Price(s) and volume(s)

Price(s)  Volume(s)

                                                                   7680.0p   2,278

 d)   Aggregated information                                       N/A (single transaction)

      - Aggregated volume

      - Price

 e)   Date of the transaction                                      06/06/2023

 f)   Place of the transaction                                     London Stock Exchange, AIM Market (XLON)

d)

 

Aggregated information

 

- Aggregated volume

 

- Price

 

N/A (single transaction)

e)

 

Date of the transaction

 

 

06/06/2023

f)

 

Place of the transaction

 

 

London Stock Exchange, AIM Market (XLON)

 

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