REG - Maintel Holdings PLC - Placing and Issue of Convertible Loan Notes
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RNS Number : 2086E Maintel Holdings PLC 13 May 2026
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BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN
RESPECT OF MAINTEL HOLDINGS PLC.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY.
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ABUSE REGULATION (EU) 596/2014 WHICH FORMS PART OF UK LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR"). IN ADDITION, MARKET
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POSSESSION OF INSIDE INFORMATION.
13 May 2026
Maintel Holdings Plc
("Maintel" or the "Company")
Fundraising of up to £6 million, comprising a Conditional Placing of £3
million, a Retail Offer of up to £1 million & the issue of Convertible
Loan Notes of £2 million
and notice of General Meeting
Maintel Holdings Plc, a leading provider of cloud communications, connectivity
and security managed services, today announces that it has conditionally
raised approximately, in aggregate, £5 million (before expenses) through a
placing of New Ordinary Shares ("Placing") at the issue price of 80 pence per
Ordinary Share (the "Issue Price") and the issue of convertible loan notes
("Convertible Loan Notes").
In addition to the Placing and the issue of the Convertible Loan Notes, the
Company is proposing to raise up to an additional £1 million (before
expenses) by way of a separate retail offer via the the Bookbuild Platform
(the "Retail Offer") at the Issue Price (the "Retail Offer Shares"), to
provide other existing Shareholders in the Company with an opportunity to
participate in the Fundraising. A separate announcement will be made shortly
regarding the Retail Offer and its terms and conditions. The Retail Offer is
expected to close at 1 p.m. on 29 May 2026.
The Issue Price equates to a discount of 33.3 per cent. to the closing middle
market price of 120 pence per Ordinary Share on 12 May 2026 (being the last
business day prior to this Announcement).
The Placing, the Retail Offer and the issue of Convertible Loan Notes, and are
conditional on, inter alia:
· (i) the entry by the Company into a new facility agreement, or
(ii) the refinancing of the Company's existing facilities agreement, in either
case with one or more third party lenders which, on terms which, when combined
with the cash raised pursuant to the Fundraising, are acceptable to the
relevant third party lender(s) (the Refinancing) and such Refinancing having
become unconditional (save for any condition requiring Admission to have
occurred); and
· the passing of the Fundraising Resolutions by Shareholders at the
General Meeting, notice of which is set out at the end of this document. It is
expected that Admission will occur no later than 8.00 a.m. on 2 June 2026 (or
such later date as may be agreed by the Company and Cavendish), but in any
event not later than the Admission Long Stop Date.
The net proceeds from the Fundraising will be used to strengthen the Company's
balance sheet and provide sustainable working capital resourcing to support
delivery of newly signed projects, enhance tendering capability, improve
procurement terms and payment performance, and enable the full roll‑out of
the Company's Transformation programme. Further details of the proposed use of
proceeds are set out in the Circular (as defined below).
Transaction Details
· Placing of 3,750,000 New Ordinary Shares at the Issue Price with
existing investors to raise approximately £3 million (before expenses);
· Issue of Convertible Loan Notes to raise approximately £2
million (before expenses); and
· The issue of up 1,250,000 New Ordinary Shares via a Retail Offer
at the Issue Price to raise up to an additional £1 million (before expenses).
The Placing is being undertaken by Cavendish Capital Markets Limited
("Cavendish").
The Company will shortly be publishing and despatching a Notice of General
Meeting and an accompanying circular (the "Circular") containing further
details of the Fundraising and the notice of the General Meeting to be held at
11.00 a.m. on 1 June 2026 to, inter alia, approve the resolutions required to
implement the Fundraising. Set out below in Appendix 1 is an adapted extract
from the Circular which will be posted to Shareholders today. Following its
publication, the Circular will be available on the Group's website at
https://maintel.co.uk/. Defined terms in this announcement are set out at the
end of the announcement.
The information contained within this Announcement is deemed by the Company to
constitute inside information as stipulated under UK MAR. Upon the publication
of this Announcement via Regulatory Information Service, this inside
information is now considered to be in the public domain. The person
responsible for arranging for the release of this Announcement is Gab Pirona.
For further information please contact:
Maintel Holdings PLC Tel: 0344 871 1122
Dan Davies, Chief Executive Officer
Gab Pirona, Chief Financial Officer
Cavendish (Nomad and Broker) Tel: 020 7220 0500
Jonny Franklin-Adams / Seamus Fricker / Andrea Callaghan (Corporate Finance)
Sunila de Silva (Corporate Broking)
Hudson Sandler (Financial PR) Tel: 020 7796 4133
Wendy Baker / Nick Moore maintel@hudsonsandler.com (mailto:maintel@hudsonsandler.com)
Notes to editors
Maintel Holdings Plc ("Maintel") is a leading provider of cloud
communications, networking and security managed services to the UK public and
private sectors. Its services aim to help its clients operate at the highest
level by designing, implementing, innovating and managing their vital digital
communication solutions, with a focus across three strategic pillars:
· Unified Communications and Collaboration - Making customers'
people more effective, efficient, and collaborative with UC&C technology.
The core focus of this pillar is the high growth Unified Communications as a
Service (UCaaS) market segment.
· Customer Experience - Helping customers to acquire, delight and
retain their customers using customer experience technology. The core focus of
this pillar is the high growth Contact Centre as a Service (CCaaS) market
segment.
· Security & Connectivity - Securely connecting customers'
people, partners and guests to their cloud platforms, applications, and data
with secure connectivity, and protecting their business from cyber threat. The
core focus of this pillar is the high growth Software Defined Wide Area
Networking (SD-WAN), Security Service Edge (SSE) and Cyber Managed Service
market segments.
Maintel combines technology from its strategic, global technology vendor and
carrier partners, with its own Intellectual Property, deployed from and
managed by its own platforms, to provide seamless solutions that its customers
can consume without the need for the internal skillset required to deploy and
manage the technology themselves.
Maintel serves the whole market, with a particular focus on key verticals of
Financial Services, Retail, Public Healthcare, Local Government, Higher
Education, Social Housing and Utilities. Its core market constitutes
organisations with between 250 and 10,000 employees in the private, public and
not-for-profit sectors with headquarters in the UK.
The Company was founded in 1991, and it listed on London's AIM market in 2004
(AIM: MAI).
1. INTRODUCTION
On 13 May 2026, the Company announced that it had conditionally raised
approximately, in aggregate, £5 million (before expenses) by way of a placing
of New Ordinary Shares at the price of 80 pence per New Ordinary Share and the
issue of the Convertible Loan Notes.
In addition to the Placing and the issue of the Convertible Loan Notes, it is
proposed that there will be a separate retail offer via the Bookbuild Platform
to raise up to a further £1,000,000 (before expenses) at the Issue Price, to
provide other existing Shareholders in the Company with an opportunity to
participate in the Fundraising. A separate announcement was made by the
Company regarding the Retail Offer and its terms.
Those investors who subscribe for Retail Offer Shares pursuant to the Retail
Offer will do so pursuant to the terms and conditions of the Retail Offer
contained in the announcement of 13 May 2026. The net proceeds of the
Fundraising will be used to strengthen the Company's balance sheet and provide
sustainable working capital resourcing for the Group to enable the Company to
deliver its Transformation programme.
The Issue Price represents a discount of approximately 33.3 per cent. to the
closing mid-market price of an Ordinary Share of 120 pence on 12 May 2026,
being the latest practicable date prior to the announcement of the
Fundraising.
The Placing, the Retail Offer and the issue of Convertible Loan Notes, and are
conditional on, inter alia:
● (i) the entry by the Company into a new facility agreement,
or (ii) the refinancing or renegotiation of the Company's existing facilities
agreement, in either case with one or more third party lenders which, on terms
which, when combined with the cash raised pursuant to the Fundraising, are
acceptable to the relevant third party lender(s) (the "Refinancing") and such
Refinancing having become unconditional (save for any condition requiring
Admission to have occurred); and
● the passing of the Fundraising Resolutions by Shareholders
at the General Meeting, notice of which is set out at the end of this
document. It is expected that Admission will occur no later than 8.00 a.m. on
1 June 2026 (or such later date as may be agreed by the Company and
Cavendish), but in any event not later than the Admission Long Stop Date.
The purpose of this document is to provide you with information regarding the
Fundraising, to explain why the Board considers the Fundraising to be in the
best interests of the Company and its Shareholders as a whole and why it
unanimously recommends that you should vote in favour of the Resolutions to be
proposed at the General Meeting, notice of which is set out at the end of this
document.
At the General Meeting, in order to provide the Company with flexibility in
respect of any future capital raises, the Directors have also determined to
propose the General Authority Resolutions, to permit the Directors to allot
new Ordinary Shares representing up to 5 per cent. of the Company's Existing
Ordinary Share Capital and to disapply the statutory pre-emption rights in
connection with any such allotment. The Fundraising is not conditional on the
passing of the General Authority Resolutions.
2. BACKGROUND TO AND REASONS FOR THE FUNDRAISING
As part of ongoing efforts to reduce the burden of the debt structure on the
Company, strengthen the balance sheet, and give the Company more flexibility
around its covenants, the Company is in the process of undergoing the
Refinancing. This is a key final part of the three-year Transformation
programme started in 2023.
During the course of discussions with potential lenders, it was identified
that the Company requires additional liquidity to satisfy near-term working
capital requirements. While the Company had sought to refinance its existing
facilities on a basis that would provide a total financing package of
approximately £27 million, prospective lenders were unwilling to provide a
sufficiently large financing package on terms that the Board considered to be
commercially acceptable. The Company is therefore seeking to raise
approximately £5 million before expenses to facilitate the completion of the
Refinancing and therefore the Board has approached several of the Company's
largest shareholders for a funding solution that could be implemented
alongside, and conditional upon, the Refinancing.
Certain of the Company's shareholders have agreed to provide funding of
approximately £5 million through a blend of equity financing, pursuant to the
Placing, and debt in the form of the Convertible Loan Notes. The terms of the
Placing and the Convertible Loan Notes are set out in paragraph 4 of this
document.
The Board believes that the Fundraising, together with the Refinancing,
represents the most appropriate and achievable solution to address the
Company's near-term working capital requirements and improve its overall
financial position, giving the Company the flexibility to execute on its
ongoing Transformation programme. With a business model based on a negative
working capital structure, the Company has been managing through variable
growth cycles with a long-term trade creditor stretch going back many years,
which inhibits its ability to trade fluidly, continually degrades key supplier
relationships and represents a significant risk to both short-term working
capital management and delivery of the financial plan. Without the additional
funding proposed to be raised pursuant to the Fundraising, the Board
anticipates that the Company would face liquidity pressures that would
represent an unacceptable risk and therefore must be addressed.
The Board is conscious about the dilutive impact of the Fundraising and has
therefore raised what they believe to be the minimum amount required for short
term working capital needs of the Company. As such, the Company will need to
continue to manage its working capital carefully following the Transaction and
there can be no guarantee that the Company will not have to raise additional
finance.
The Board therefore strongly recommends that Shareholders vote in favour of
the Fundraising Resolutions, which are required to approve the Fundraising.
Current Trading and Outlook
The Company issued a trading update on 22 January 2026 which noted that the
full year results for the financial year ended 31 December 2025 will be in
line with consensus, with total revenue expected to be
£92.2 million and Adjusted EBITDA expected to be £7.2 million.
Performance last year was underpinned by continued strength in Private Sector
enterprise customers, particularly within Retail and Financial Services,
offset by more competitive conditions and slightly subdued demand in the
Public Sector.
The Group recorded its strongest sales pipeline for many years, signing
approximately £50.0 million of new business Total Contract Value ("TCV")
during the year, across both new and existing customers, with typical contract
durations of three to five years. Cash generation was in line with revenue
performance, with net debt as at 31 December 2025 of £18.3 million.
The Group continues to make good progress with its Transformation programme.
It has deepened its proposition across key industry verticals, continued to
deliver cost efficiencies, has extended its strategic vendor partnerships and
made progress on the deployment of automation and AI-enabled solutions.
Looking ahead, the Group remains focused on its purpose of using technology to
create customer experiences, services and workplaces that inspire and empower
people and on realising its growth potential.
In the first quarter of 2026 the Group has continued to trade in line with
market expectations. The sales performance has gathered strong momentum with
recorded bookings in the quarter being substantially above target,
particularly in the public sector where a multi-year infrastructure and
managed service contract has been signed with a new healthcare provider, and
an existing housing association client significantly extended the scope of the
initial contract.
Margins in the period reflected the delivery of the lower profitability part
of the projects won at the end of 2025 and the start of 2026, with the higher
margin professional services and recurring elements expected to be delivered
later in this financial year.
Changes to the Board
The Company also announced on 13 May 2026 its current intention for John
Alexander Spens to join the Board following the Company's upcoming AGM. The
appointment to of John Alexander Spens to the Board will be subject to
customary due diligence and the Company will make further announcements as
appropriate.
3. USE OF PROCEEDS
The net proceeds of the Fundraising amounting to approximately £5.6 million
(assuming full take up of the Retail Offer) will be used in the following
proportion for the following activities:
● approximately 33 per cent. of the net proceeds will be used
to strengthen the Company's balance sheet providing contingency against short
term liquidity variances linked to the delivery of newly signed projects,
allowing further headroom in meeting financial criteria required in public
sector tenders, and accelerating the review of its operating model; and
● approximately 67 per cent. of the net proceeds will be used
to provide sustainable working capital resourcing for the Group, enabling the
further diversification of the Company's procurement strategy, achieving
better terms with suppliers and improving the reported payment performance in
preparation of the full application of the newly adopted Procurement Act.
As an overall outcome, the combined benefit of the funding will facilitate the
full roll-out of the Company's strategy and the timely and successful delivery
of its Transformation programme.
4. DETAILS OF THE FUNDRAISING
The Placing
The Company is proposing to raise approximately £3 million before expenses by
the issue of the Placing Shares at the Issue Price to certain Shareholders,
subject to the Admission Conditions.
The issue of the Placing Shares is conditional upon the Placing Agreement
becoming unconditional and not having been terminated in accordance with its
terms.
Cavendish's obligations under the Placing Agreement in respect of the Placing
Shares are conditional, inter alia, on the following Admission Conditions:
(i) the Refinancing having become unconditional (save for any
condition requiring Admission to have occurred);
(ii) the passing of Fundraising Resolutions at the General Meeting;
(iii) all the conditions in the Placing Agreement relating to the
placing of the Placing Shares having been fulfilled (or, where applicable,
waived);
(iv) the Placing Shares having been unconditionally allotted and
issued by the Company before 8.00 a.m. on the date of Admission;
(v) Admission taking place not later than 8.00 a.m. on 2 June (or such
later date as Cavendish may agree as the date for Admission but in any event
not later than 8.00 a.m. on the Admission Long Stop Date);
(vi) the Company having confirmed to Cavendish that, prior to the
delivery of such confirmation, none of the warranties of the Company contained
in the Placing Agreement was breached, untrue or inaccurate on and as at the
date of the Placing Agreement or would be breached, untrue or inaccurate
immediately prior to Admission when repeated at that time, by reference to the
facts and circumstances then subsisting; and
(vii) the Company having complied with or performed its obligations
under the Placing Agreement to the extent that the same fall to be performed
prior to Admission.
If the Admission Conditions are not satisfied by the Admission Long Stop Date,
the Placing and the Retail Offer will not complete, and no funds will be
raised pursuant to the Fundraising.
Under the terms of the Placing Agreement, Cavendish, as agent for the Company
has agreed to use its reasonable endeavours to procure subscribers for the
Placing Shares and to co-ordinate the offering of the Retail Offer Shares on
the BookBuild Platform, in each case at the Issue Price. The Placing and the
Retail Offer are not underwritten.
The Placing Agreement contains customary warranties given by the Company in
favour of Cavendish in relation to, amongst other things, the accuracy of the
information in this document and other matters relating to the Group and its
business. In addition, the Company has agreed to indemnify Cavendish (and its
affiliates) in relation to certain liabilities which they may incur in respect
of the Placing and Retail Offer.
Cavendish has the right to terminate the Placing Agreement in certain limited
circumstances prior to the Admission, in particular, in the event of breach of
the warranties, the occurrence of a material adverse change in circumstances
material to the Fundraising, or if the Placing Agreement does not become
unconditional.
The Placing Shares will be allotted and credited as fully paid and will rank
pari passu in all respects with the Existing Ordinary Shares, including the
right to receive all dividends and other distributions declared, made or paid
on or after the date on which they are issued.
The Retail Offer
The Company values its existing retail shareholder base and believes that it
is appropriate to provide its eligible existing retail shareholders in the
United Kingdom with the opportunity to participate in the Retail Offer.
To enable such Shareholders that are not able to participate in the Placing an
opportunity to subscribe for additional Ordinary Shares, the Company is
proposing to raise up to £1,000,000 (before expenses) by way of a retail
offer to its existing Shareholders via the Bookbuild Platform.
The Company is making the Retail Offer available in the United Kingdom through
certain financial intermediaries which will be listed, subject to certain
access restrictions, on the following website:
https://www.bookbuild.live/deals/W7LPL1/authorised-intermediaries. Cavendish
will be acting as retail offer coordinator in relation to the Retail Offer
(the "Retail Offer Coordinator").
Existing retail Shareholders can contact their broker or wealth manager
("Intermediary") to participate in the Retail Offer. In order to participate
in the Retail Offer, each Intermediary must be on-boarded onto the BookBuild
Platform and agree to the final terms and the retail offer terms and
conditions, which regulate, inter alia, the conduct of the Retail Offer on
market standard terms and provide for the payment of commission to any
Intermediary that elects to receive a commission and/or fee (to the extent
permitted by the FCA Handbook Rules) from the Retail Offer Coordinator (on
behalf of the Company).
Any expenses incurred by any Intermediary are for its own account. Investors
should confirm separately with any Intermediary whether there are any
commissions, fees or expenses that will be applied by such Intermediary in
connection with any application made through that Intermediary pursuant to the
Retail Offer.
The Retail Offer was opened to eligible investors in the United Kingdom on 13
May 2026 and is expected to close at 1.00 p.m. on 29 May 2026. Investors
should note that financial intermediaries may have earlier closing times. The
Retail Offer may close early if it is oversubscribed.
If any Intermediary has any questions about how to participate in the Retail
Offer on behalf of existing retail shareholders, please contact BookBuild at
support@bookbuild.live (mailto:support@bookbuild.live) .
The Retail Offer is and will, at all times, only be made to, directed at and
may only be acted upon by those persons who areexisting retail Shareholders.
To be eligible to participate in the Retail Offer, applicants must meet the
following criteria before they can submit an order for Retail Offer Shares:
(i) be a customer of one of the participating Intermediaries listed on the
above website; (ii) be resident in the United Kingdom and (iii) be an existing
retail Shareholder (which may include individuals aged 18 years or over,
companies and other bodies corporate, partnerships, trusts, associations and
other unincorporated organisations and includes persons who hold their shares
in the Company directly or indirectly through a participating Intermediary).
For the avoidance of doubt, persons who only hold warrants, CFDs, spread bets
and/or similar derivative instruments in relation to shares in the Company are
not eligible to participate in the Retail Offer.
The Company reserves the right to scale back any order under the Retail Offer
at its discretion. The Company reserves the right to reject any application
for subscription under the Retail Offer without giving any reason for such
rejection.
It is vital to note that once an application for Retail Offer Shares has been
made and accepted via an Intermediary, it cannot be withdrawn. The Retail
Offer Shares will, when issued, be credited as fully paid and will rank pari
passu in all respects with Existing Ordinary Shares including the right to
receive all dividends and other distributions declared, made or paid after
their date of issue.
There is a minimum subscription of £200 per eligible investor under the terms
of the Retail Offer. There is no maximum application amount per eligible
investor under the terms of the Retail Offer, though note the total size of
the Retail Offer (as referenced above) and the discretion the Company has to
scale back applications. The terms and conditions on which eligible investors
subscribe will be provided by the relevant Intermediaries including relevant
commission or fee charges.
The Convertible Loan Notes
The Company is proposing to raise £2 million before expenses by the issue of
the Convertible Loan Notes to each of John Booth and The John Booth Charitable
Foundation, each of whom has entered into a conditional subscription agreement
(the "Subscription Agreement") with the Company in respect of the issue of the
Convertible Loan Notes, subject to the passing of the Fundraising Resolutions
and the Refinancing, Placing and Retail Offer having become unconditional
(save for any condition requiring Admission to have occurred).
The aggregate amount of the Convertible Loan Notes is £2 million and they are
convertible at a price of 96 pence per Ordinary Share (the "Conversion
Price"), being a 20 per cent. premium to the Issue Price under the Placing.
The coupon payable under the Convertible Loan Notes is a fixed rate of 12 per
cent. per annum,
which will be non-compounding and will be rolled up and paid in cash on
repayment or conversion of the Convertible Loan Notes.
The Convertible Loan Notes are convertible at any time at the election of the
holder of the Convertible Loan Notes from time to time.
The Convertible Loan Notes are freely transferrable and may be redeemed in
cash in full at par (together with all accrued interest) only in the following
circumstance: (1) on the third anniversary of their date of issue, or (2) in
the event that there is a change of control of the Company or a sale of more
than 50 per cent. of the Company's assets, or (3) upon an event of default
(which includes customary insolvency type events occurring in connection with
the Company being in financial distress, amongst others).
The Convertible Loan Notes will not be secured. The Company's payment
obligations under the terms of the Convertible Loan Notes rank pari passuwith
the claims of all other unsecured, unsubordinated creditors, except for
obligations mandatorily preferred by law and regulation.
The Fundraising Resolutions to be proposed at the General Meeting will
approve, inter alia, the allotment by the Directors of, and the disapplication
of the statutory pre-emption rights in respect of, the issue of the
Convertible Loan Notes.
Shareholders should be aware that if the Fundraising Resolutions are not
approved at the General Meeting or any subsequent shareholder meetings of the
Company, the Convertible Loan Notes will not be issued and the Placing and the
Retail Offer will not complete, and no funds will be raised pursuant to the
Fundraising.
On conversion of the Convertible Loan Notes, the new Ordinary Shares will,
when issued, rank pari passu in all respects with the existing Ordinary Shares
in issue immediately prior to such conversion including the right to receive
dividends and other distributions declared paid or made by reference to a
record date prior to the relevant date of conversion.
No application has been, or is intended to be, made to any listing authority,
stock exchange or other market for the Convertible Loan Notes to be listed or
otherwise traded.
The Subscription Agreements contain customary warranties from John Booth and
The John Booth Charitable Foundation in favour of the Company.
Rights of the New Ordinary Shares and application for Admission
The New Ordinary Shares will be issued under the Placing and the Retail Offer
credited as fully paid and will rank pari passu with the Existing Ordinary
Shares, including the right to receive all dividends and other distributions
declared, made or paid, if any, in respect of Ordinary Shares after their
issue.
Application will be made to the London Stock Exchange for the New Ordinary
Shares to be admitted to trading on AIM. Subject to the passing of the
Fundraising Resolutions at the General Meeting, it is expected that Admission
will become effective and that dealings in the New Ordinary Shares will
commence at 8.00
a.m. on 1 June 2026.
Settlement of the Placing will, at the option of Placees, be within CREST. New
Ordinary Shares will be delivered into the CREST accounts for all Placees as
soon as possible after 8.00 a.m. on 1 June 2026.
No temporary documents of title will be issued. Definitive share certificates
for Placees not settling through CREST will be despatched by the Registrars
within 10 Business Days of the date of Admission. Prior to the despatch of
such certificates, transfers will be certified against the register of members
of the Company held by the Registrars.
Related Party Transactions
Each of John Booth and John Alexander Spens are a Related Party (as defined by
Rule 13 of the AIM Rules), and will be participating in the Placing as
follows:
Current Number
Holding of % of of New Holding % of
Existing Existing Ordinary of Ordinary Ordinary
Ordinary Ordinary Shares Shares post Shares post
Shares Shares received Admission* Admission*
John Booth 3,500,000 24.4 1,875,000 5,375,000 29.7
John Alexander Spens 2,512,104 17.5 1,250,000 3,762,104 20.8
*Assuming that no New Ordinary Shares are issued pursuant to the Retail Offer
The participation in the Placing of John Booth and John Alexander Spens
constitute related party transactions (as defined in the AIM Rules) by virtue
of each being substantial shareholders (as defined in the AIM Rules) in the
Company. The Directors consider, having consulted with Cavendish (the
Company's nominated adviser), that the terms of their participation in the
Placing are fair and reasonable insofar as the Company's shareholders are
concerned.
Given that John Booth is a Related Party (as defined by Rule 13 of the AIM
Rules), and will be issued Convertible Loan Notes pursuant to the Fundraising
as follows:
Subscription Amount in respect of Convertible Loan Notes
John Booth £0.5m
The John Booth Charitable Foundation £1.5m
The issue of Convertible Loan Notes to John Booth and The John Booth
Charitable Foundation constitutes a related party transaction by virtue of
John Booth being a substantial shareholder (as defined in the AIM Rules) in
the Company. The Directors consider, having consulted with Cavendish (the
Company's nominated adviser), that the terms of John Booth and The John Booth
Charitable Foundation's participation in the issue of Convertible Loan Notes
is fair and reasonable insofar as the Company's shareholders are concerned.
5. GENERAL MEETING AND IRREVOCABLE UNDERTAKINGS
The issue of the New Ordinary Shares and the Convertible Loan Notes is
conditional upon, inter alia, the approval by the Shareholders of the
Fundraising Resolutions to be proposed at the General Meeting.
At the General Meeting, in order to provide the Company with flexibility in
respect of any future capital raises, the Directors have also determined to
propose the General Authority Resolutions, to permit the Directors to allot
new Ordinary Shares representing up to 5 per cent. of the Company's Existing
Ordinary Shares and to disapply the statutory pre-emption rights in connection
with any such allotment. The issue of the New Ordinary Shares and the
Convertible Loan Notes in connection with the Fundraising is not conditional
on the passing of the General Authority Resolutions.
Set out at the end of this document is a notice convening the General Meeting
to be held at the offices of Hudson Sandler, at 25 Charterhouse Square,
Barbican, London EC1M 6AE 11:00 a.m. on 1 June 2026. The following shareholder
resolutions are set out in that notice:
Fundraising Resolutions
● Resolution 1 is an ordinary resolution to permit the
Directors to allot (i) New Ordinary Shares up to an aggregate nominal amount
of £37,500 in connection with the Placing; (ii) New Ordinary Shares up to an
aggregate nominal amount of £12,500 in connection with the Retail Offer; and
(iii) new Ordinary Shares up to an aggregate nominal amount of £20,833.33 in
connection with the issue of new Ordinary Shares on conversion of the
Convertible Loan Notes; and
● Resolution 2 is a special resolution to disapply the
statutory pre-emption rights in respect of the (i) allotment of New Ordinary
Shares in respect of the Placing and (ii) allotment of New Ordinary Shares in
respect of the Retail Offer; and (iii) the issue of new Ordinary Shares on
conversion of the Convertible Loan Notes.
General Authority Resolutions
● Resolution 3 is an ordinary resolution to permit the
Directors to allot New Ordinary Shares up to an aggregate nominal amount of
£7,180.75 ("General Allotment") representing 5 per cent. of the Existing
Ordinary Shares; and
● Resolution 4 is a special resolution to disapply the
statutory pre-emption rights in respect of the allotment of New Ordinary
Shares in respect of any General Allotment.
Resolutions 1 and 3 will be proposed as ordinary resolutions. For an ordinary
resolution to be passed, more than half of the votes cast must be in favour of
the resolution. Resolutions 2 and 4 will be proposed as special resolutions.
For a special resolution to be passed, at least three quarters of the votes
cast must be in favour of the resolution.
Each of the following participants in the Fundraising has undertaken to vote
their existing holdings of Ordinary Shares in favour of the Fundraising
Resolutions as set out below:
Holding of Existing Ordinary Shares % of Existing Ordinary Shares
Shareholder
John Booth 3,500,000 24.4
John Alexander Spens 2,512,104 17.5
Angus McCaffery 1,662,882 11.6
Herald Investment Management 804,217 5.6
In aggregate, therefore, the Company has received undertakings to vote in
favour of the Fundraising Resolutions in respect of 8,479,203 Existing
Ordinary Shares representing approximately 59.0 per cent. of the Existing
Ordinary Shares.
6. ACTION TO BE TAKEN BY SHAREHOLDERS
General Meeting
Non-CREST Shareholders should check that they have received the following with
this document:
● a Form of Proxy for use in relation to the General Meeting;
and
● a reply-paid envelope for use in connection with the return
of the Form of Proxy (in the UK only).
You are strongly encouraged to complete, sign and return your Form of Proxy in
accordance with the instructions printed thereon so as to be received, by post
or, during normal business hours only, by hand at: Computershare Investor
Services PLC, The Pavilions Bridgwater Road, Bristol BS99 6ZY United Kingdom;
or by registering your vote online by visiting www.investorcentre.co.uk/eproxy
(http://www.investorcentre.co.uk/eproxy) , and entering the Control Number,
together with your unique Shareholder Reference Number (SRN) and PIN (all of
which are printed on the enclosed Form of Proxy) as soon as possible but in
any event so as to arrive by not later than 11:00 a.m. on 28 May 2026 (or, in
the case of an adjournment of the General Meeting, not later than 48 hours
before the time fixed for the holding of the adjourned meeting (excluding any
part of a day that is not a Business Day)).
Appointing a proxy in accordance with the instructions set out above will
enable your vote to be counted at the General Meeting in the event of your
absence. The completion and return of a Form of Proxy will not preclude you
from attending and voting in person at the General Meeting, or any adjournment
thereof, should you wish to do so.
7. DIRECTORS' RECOMMENDATION
The Directors consider the Fundraising to be in the best interests of the
Company and Shareholders as a whole. The Directors also consider the passing
of the Resolutions to be in the best interests of the Company and the
Shareholders as a whole. Accordingly, the Directors recommend unanimously that
Shareholders vote in favour of the Resolutions to be proposed at the General
Meeting, as they intend to do in respect of their own shareholdings, which
total 1,664,277 Existing Ordinary Shares (representing approximately 11.6 per
cent. of the Existing Ordinary Shares).
For the purposes of section 571(6)(c) of the Act, the Directors confirm that
the Issue Price has been determined following market soundings (as permitted
by law and regulation) and the taking of professional advice.
8. IMPORTANCE OF THE VOTE
Shareholders should be aware that if the Fundraising Resolutions are not
approved at the General Meeting, the Fundraising will not occur and the
proceeds in relation to the these will not be received by the Company. If this
were to happen, the Group would face liquidity pressures that would represent
an unacceptable risk without taking any mitigating action which would have the
effect of significantly curtailing the scope of the Group's activities and
prospects alike.
9. DOCUMENTS AVAILABLE
Copies of this document will be available to the public, free of charge, at
the Company's registered office during usual business hours on any weekday
(Saturdays, Sundays and public holidays excepted) for one month from the date
of this document. This document will also be available on the Company's
website,
https://maintel.co.uk/investors/financial-results-shareholder-communication/
(https://maintel.co.uk/investors/financial-results-shareholder-communication/)
.
SHARE CAPITAL AND TRANSACTION STATISTICS
Issue Price for each New Ordinary Share 80 pence
Number of Existing Ordinary Shares in issue as at the date of this document 14,361,492
Amount of Convertible Loan Notes to be issued pursuant to the Fundraising £2.0 million
Maximum Number of Ordinary Shares in issue following completion of the 2,083,333
Fundraising the conversion of the Convertible Loan Notes((1))
Number of Placing Shares to be issued pursuant to the Placing 3,750,000
Maximum number of Retail Offer Shares to be issued pursuant to the Retail 1,250,000
Offer
Enlarged Share Capital immediately following completion of the 19,361,492
Fundraising((2))
Market capitalisation at the Issue Price following Admission((2)) £15.5 million
Estimated number of Ordinary Shares in issue following completion of the 21,444,825
Fundraise and the conversion of the Convertible Loan Notes ((1) (2) (3))
New Ordinary Shares as a percentage of the Enlarged Share Capital ((2) (4)) 25.8 per cent.
Maximum gross proceeds receivable by the Company pursuant to the Fundraising £6.0 million
Estimated maximum net proceeds receivable by the Company pursuant to the £5.6 million
Fundraising
(1) Assumes that the Retail Offer is fully subscribed.
(2) Assumes that no additional Ordinary Shares are issued prior to the
repayment of the Convertible Loan Notes.
(3) As at 12 May 2026, being the last practicable Business Day prior to
the publication of this Document
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Event Timing
Announcement of the Fundraising 13 May 2026
Publication of the Circular (including Notice of General Meeting) and Forms of 13 May 2026
Proxy
Latest time and date for receipt of Forms of Proxy and electronic appointments 11.00 a.m. on 28 May 2026
of proxies via Investor Centre and CREST
General Meeting 11.00 a.m. on 1 June 2026
Announcement of the results of the General Meeting 1 June 2026
Expected admission and commencement of dealings in the New Ordinary Shares 8:00am on 2 June 2026
(subject to the Admission Conditions)
Admission Long Stop Date 8:00am on 30 June 2026
New Ordinary Shares in uncertificated form expected to be credited to accounts 2 June 2026
in CREST
Despatch of definitive share certificates for the New Ordinary Shares in Within 10 business days of
certificated form
Admission
If any of the details contained in the timetable above should change, the
revised times and dates will be notified to Shareholders by means of an
announcement through a Regulatory Information Service.
Certain of the events in the above timetable are conditional upon, inter alia,
the Refinancing having become unconditional (save for any condition requiring
Admission to have occurred), the approval of the Fundraising Resolutions to be
proposed at the General Meeting and the satisfaction of the other Admission
Conditions.
All references to time and dates in this document are to time and dates in
London.
DEFINITIONS
The following definitions apply throughout this document unless the context
otherwise requires:
"Act" the Companies Act 2006 (as amended);
"Admission" admission of the New Ordinary Shares to trading on AIM becoming effective in
accordance with the AIM Rules for Companies;
"Admission Conditions" the conditions set out in the Placing Agreement for the allotment and
issue of the Placing Shares and Retail Offer Shares being, inter alia, the
Refinancing having become unconditional (save for any condition requiring
Admission to have occurred) and the passing of the Fundraising Resolutions, as
set out in more detail in paragraph 4 of the Letter from the Chair in this
document;
"Admission Long Stop Date" 30 June 2026;
"AIM" the market of that name operated by the London Stock Exchange
"AIM Rules for Companies" the AIM Rules for Companies, as published and amended from time
to time by the London Stock Exchange;
"AIM Rules for Nominated Advisers" the AIM Rules for Nominated Advisers, as published and amended from time to
time by the London Stock Exchange;
"General Meeting" the General Meeting of the Company convened for 11.00 a.m. on 1 June
2026 or any adjournment thereof, notice of which is set out at the
end of this document;
"Board" or "Directors" the directors of the Company as at the date of this document, whose
names are set out on page 4 of this document;
"Bookbuild Platform" the online capital markets platform developed by BB Technology
Limited a company incorporated in England and Wales with registered number
13508012;
"Business Day" any day (excluding Saturdays and Sundays) on which banks are open in London
for normal banking business and the London Stock Exchange is open for trading;
"Cavendish" Cavendish Capital Markets Limited;
"certificated" or "in certificated form" where an Ordinary Share is not in uncertificated form (namely, not in CREST);
"Chair" the chair of the Board;
"Circular" this document;
"Company" or "Maintel" Maintel Holdings plc, a company registered in England and Wales
with registered number 03181729;
"Conversion Price" has the meaning given in paragraph 4 of the Letter from the Chair in
this letter;
"Convertible Loan Notes" the 12 per cent. unsecured convertible loan notes with an aggregate value of
£2 million to be constituted by the Convertible Loan Note Instrument;
"Convertible Loan Note Instrument" the deed constituting the Convertible Loan Notes, executed by the Company on
or around 12 May 2026;
"CREST" the relevant system for the paperless settlement of trades and the holding of
uncertificated securities operated by Euroclear UK & International Limited
in accordance with the CREST Regulations;
"CREST Manual" the rules governing the operation of CREST as published by
Euroclear and available at www.euroclear.com (http://www.euroclear.com) ;
"CREST member" a person who has been admitted to CREST as a system-member
(as defined in the CREST Regulations);
"CREST participant" a person who is, in relation to CREST, a system-participant (as
defined in the CREST Regulations);
"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI 2001/3755)
including any enactment or subordinate legislation which amends or supersedes
those regulations and any applicable rules made under those regulations or any
such enactment or subordinate legislation for the time being in force;
"CREST sponsor" a CREST participant admitted to CREST as a CREST sponsor;
"CREST sponsored member" a CREST member admitted to CREST as a CREST sponsored
member;
"Enlarged Share Capital" the entire issued share capital of the Company on Admission
following completion of the Placing and Retail Offer;
"Euroclear" Euroclear UK & International Limited;
"Existing Ordinary Shares" the 14,361,492 Ordinary Shares in issue as at the date of this
document;
"FCA" the Financial Conduct Authority of the United Kingdom;
"Form of Proxy" the form of proxy for use by Shareholders in relation to the General Meeting,
enclosed with this document;
"FSMA" the Financial Services and Markets Act 2000 (as amended);
"Fundraising" together the Placing, the Retail Offer and the issue of the Convertible Loan
Notes;
"Fundraising Resolutions" the shareholder resolutions 1 and 2, the full text of which are set out
in the Notice of General Meeting;
"General Allotment" has the meaning given in paragraph 5 of the Letter from the Chair in
this letter;
"General Authority Resolutions" the shareholder resolutions 3 and 4, the full text of which are set out
in the Notice of General Meeting;
"Group" the Company and its subsidiaries (as defined in the Act);
"Intermediary" any financial intermediary that is appointed in connection with the Retail
Offer;
"Issue Price" 80 pence per New Ordinary Share;
"Latest Practicable Date" 13 May 2026, being the last practicable date prior to the day of the
announcement of the Fundraising;
"LSE" London Stock Exchange plc;
"New Ordinary Shares" together, the Placing Shares and Retail Offer Shares;
"Notice of General Meeting" the notice convening the General Meeting as set out at the end of
this document;
"Official List" the Official List of the FCA;
"Ordinary Shares" the ordinary shares of 1 penny each in the capital of the Company
in issue from time to time and having the rights and being subject to the
restrictions contained in the articles of association;
"Placee" any person that has conditionally agreed to subscribe for Placing Shares
pursuant to the Placing;
"Placing Agreement" the conditional placing agreement entered into between the
Company, and Cavendish in respect of the Placing, dated 12 May 2026, as
described in this document;
"Placing" the conditional placing by Cavendish (as agent for the Company) of the Placing
Shares with certain institutional investors and existing Shareholders,
otherwise than on a pre-emptive basis, at the Issue Price on the terms of the
Placing Agreement;
"Placing Shares" 3,750,000 new Ordinary Shares which are to be issued under the
Placing;
"Refinancing" has the meaning given in paragraph 1 of the Letter from the Chair in this
letter;
"Registrar" or "Computershare" Computershare Investor Services PLC;
"Regulatory Information Service" has the meaning given to it in the AIM Rules;
"Resolutions" the Fundraising Resolutions and General Authority Resolutions;
"Retail Offer" the conditional offer by the Company of the Retail Offer Shares at the Issue
Price to existing retail shareholders, through Intermediaries via the
BookBuild Platform, announced on 13 May 2026;
"Retail Offer Coordinator" Cavendish Capital Markets Limited;
"Retail Offer Shares" up to 1,250,000 new Ordinary Shares to be allotted and issued by
the Company to existing retail shareholders at the Issue Price pursuant to the
Retail Offer;
"Securities Act" US Securities Act of 1933 (as amended);
"Shareholders" the holders of Existing Ordinary Shares, and the term "Shareholder" shall be
construed accordingly;
"Subscription Agreement" has the meaning given in paragraph 4 of the Letter from the Chair in
this letter;
"uncertificated" or "uncertificated form" means recorded on the relevant register or other record of the share or other
security concerned as being held in uncertificated form in CREST, and title to
which, by virtue of the CREST Regulations, may be transferred by means of
CREST;
"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland;
"voting rights" means all voting rights attributable to the share capital of the Company which
are currently exercisable at a general meeting; and
"GBP" or "£" or "pounds" UK pounds sterling, being the lawful currency of the United
Kingdom.
Appendix 2 - Important Notices
Neither this Announcement, nor any copy of it may be eased or otherwise
forwarded, distributed or sent in or into the United States of America
(including its territories or possessions, any state of the United States of
America and the District of Columbia) (the "United States"). Neither this
Announcement nor any copy of it may be taken or transmitted directly or
indirectly into Australia, Canada, the Republic of South Africa, Japan or to
any persons in any of those jurisdictions, except in compliance with
applicable securities laws. Any failure to comply with this restriction may
constitute a violation of United States, Australian, Canadian, South African,
or Japanese securities laws or the securities laws of any other jurisdiction
(other than the United Kingdom). The distribution of this announcement in
other jurisdictions may also be restricted by law and persons into whose
possession this announcement comes should inform themselves about, and
observe, any such restrictions. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not constitute or form part of any offer or invitation
to sell or issue, or a solicitation of any offer to acquire, purchase or
subscribe for, securities of the Company.
The securities referred to herein have not been, and will not be, registered
under the US Securities Act of 1933, as amended (the "Securities Act") or the
securities laws of any state or jurisdiction of the United States, and may not
be offered or sold within the United States to, except pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements under the Securities Act and in compliance with applicable
securities laws of any state or other jurisdiction of the United States.
Accordingly, the securities referred to herein are being offered only outside
the United States in "offshore transactions" as defined in and pursuant to
Regulation S under the Securities Act. There will be no public offer of
securities in the United States.
No representation or warranty, express or implied, is made by the Company or
Cavendish as to any of the contents of this announcement, including its
accuracy, completeness or for any other statement made or purported to be made
by it or on behalf of it, the Company, the Directors or any other person, in
connection with the Fundraising, First Admission and Second Admission, and
nothing in this announcement shall be relied upon as a promise or
representation in this respect, whether as to the past or the future (without
limiting the statutory rights of any person to whom this announcement is
issued).
Forward-Looking Statements
Certain statements contained in this announcement constitute "forward-looking
statements" with respect to the financial condition, performance, strategic
initiatives, objectives, results of operations and business of the Company.
All statements other than statements of historical facts included in this
announcement are, or may be deemed to be, forward-looking statements. Without
limitation, any statements preceded or followed by or that include the words
''targets'', ''plans'', ''believes'', ''expects'', ''aims'', ''intends'',
''anticipates'', ''estimates'', ''projects'', ''will'', ''may'', "would",
"could" or "should", or words or terms of similar substance or the negative
thereof, are forward-looking statements. Forward-looking statements may
include statements relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, cashflows, synergies, economic performance,
indebtedness, financial condition, dividend policy and future prospects; and
(ii) business and management strategies and the expansion and growth of the
Company's operations. Such forward-looking statements involve risks and
uncertainties that could significantly affect expected results and are based
on certain key assumptions, some of which are outside of the Company's
influence and/or control.
Many factors could cause actual results, performance or achievements to differ
materially from those projected or implied in any forward-looking statements.
The important factors that could cause the Company's actual results,
performance or achievements to differ materially from those in the
forward-looking statements include, amongst others, economic and business
cycles, competition in the Company's principal markets, acquisitions or
disposals of businesses or assets, changes in government and other regulation,
changes in political and economic stability and trends in the Company's
principal industries. Due to such uncertainties and risks, undue reliance
should not be placed on such forward-looking statements, which speak only as
of the date of this announcement.
In light of these risks, uncertainties and assumptions, the events described
in the forward-looking statements in this announcement may not occur. No
statement in this announcement is intended to be a profit estimate or profit
forecast. The forward-looking statements contained in this announcement speak
only as of the date of this announcement. Neither the Company nor its
Directors nor any person acting on its or their behalf expressly disclaim any
obligation or undertaking to update or revise publicly any forward-looking
statements, whether as a result of new information, future events or
otherwise, unless required to do so by applicable law or regulation.
The new Ordinary Shares to be issued pursuant to the Fundraising will not be
admitted to trading on any stock exchange other than AIM.
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.
The price and value of securities can go down as well as up. Past performance
is not a guide to future performance.
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/)
.
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. END IOEBXGDULBBDGLX
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