REG - Northcoders Group - Result of Placing, Secondary Placing & TVR

NorthcodersAnnouncement

21/11/2022 13:30

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RNS Number : 0975H  Northcoders Group PLC  21 November 2022

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO
CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER ARTICLE 7 OF THE EU
REGULATION 596/2014 AS IT FORMS PART OF THE DOMESTIC LAW OF ENGLAND AND WALES
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR"). UPON THE
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS
INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT, IS RESTRICTED AND IS
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, REPUBLIC OF
IRELAND, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN
WHICH IT WOULD BE UNLAWFUL TO DO SO.

 

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT AND THE APPENDICES DO NOT CONSTITUTE OR CONTAIN ANY
INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO
SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF NORTHCODERS
GROUP PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE
UNLAWFUL.

 

21 November 2022

 

Northcoders Group plc

('Northcoders' or the 'Company')

 

Result of Placing

Secondary Placing

Exercise of Options

Total Voting Rights

 

Northcoders (AIM:CODE), an independent provider of training programmes for
software coding, is pleased to announce that, further to the announcement made
earlier today, the Company has raised approximately £2.1 million (before
expenses).  Pursuant to the Placing, 694,444 new Ordinary Shares have been
conditionally placed at a placing price of 300 pence per share ("Placing
Shares").  WH Ireland and Peterhouse acted as Joint Brokers in connection
with the Placing.

 

The Placing was significantly oversubscribed and therefore in order to satisfy
some of this investor demand a secondary placing, subject to Admission, has
been arranged whereby:

 

·    the executive directors Chris Hill (a founder of the Company and its
CEO) and Amul Batra (COO), having sought permission of the Company's Nominated
Adviser pursuant to an orderly market arrangement, have agreed to sell 19,588
and 19,587 Existing Ordinary Shares respectively at the Placing Price;

·    David Llewellyn, a substantial shareholder, has agreed to sell 13,333
Existing Ordinary Shares at the Placing Price; and

·    two employees have agreed to exercise share options and sell the
resulting 50,000 new Ordinary Shares ("Option Shares") at the Placing Price.

 

Following his sale, Chris Hill will hold 1,504,080 Ordinary Shares
representing approximately 19.6 per cent. of the Enlarged Share Capital
following Admission.

 

Following his sale, Amul Batra will hold 949,413 Ordinary Shares representing
approximately 12.4 per cent. of the enlarged share capital of the Company
following Admission.

 

Amati Global Investors Limited ("Amati"), a substantial shareholder in the
Company, has subscribed for 106,679 Placing Shares. This subscription
constitutes a related party transaction under the AIM Rules as Amati currently
holds approximately 14.33 per cent. of the Existing Ordinary Shares and is
therefore a "substantial shareholder" under the AIM Rules. The Directors, all
of whom are independent for these purposes, consider having consulted with WH
Ireland, the Company's nominated adviser, that the terms of Amati's
subscription are fair and reasonable insofar as the Shareholders are
concerned.

 

 

Admission and settlement

 

Application will be made to the London Stock Exchange for the Placing Shares
and the Option Shares to be admitted to trading on AIM.  It is expected that
Admission will become effective and that dealings in the Placing and Option
Shares will commence on AIM on 24 November 2022.  The New Ordinary Shares
will rank pari passu in all respects with the Existing Ordinary Shares.

 

Settlement of the Sales Shares is expected on 28 November 2022.

 

Total Voting Rights

 

Following Admission, the Company's issued share capital will consist of
7,688,889 Ordinary Shares of which none are held in treasury.  Therefore, the
total number of voting rights in the Company is 7,688,889 and Shareholders may
use this figure as the denominator by which they are required to notify their
interest in, or change to their interest in, the Company under the Disclosure
Guidance and Transparency Rules.

 

This announcement should be read in conjunction with the announcement released
by the Company at 7 a.m. today.

 

Capitalised terms used in this announcement have the meanings given to them in
the announcement, released 7 a.m. today, unless the context provides
otherwise.

 

Angela Williams, Chairman of Northcoders Group plc, said: "We are extremely
pleased to have raised approximately £2.1 million via an oversubscribed
placing today, the proceeds of which will allow us to further accelerate our
growth strategy as Northcoders continues to build and expand.

 

"Following our successful IPO in July 2021, we have seen significant growth in
demand for our technology training across the UK and this placing will further
accelerate our growth, allowing us to add four new training courses which will
not only increase the Technology bootcamp numbers but also provide a broader
service offering to our growing list of corporate clients.  We are also
excited to invest further in our key Ncore technical delivery platform, which
will improve cost of sale efficiencies.

 

"Through this fundraise we will further grow our service offering, increasing
the demand for our services and allowing us to tackle the UK tech skills gap,
providing UK companies with the technologists they need and providing
life-changing opportunities for individual from all walks of life."

 

- Ends -

 

For further enquiries:

 

 Northcoders Group plc                                      Via Buchanan
 Angela Williams, Chairman                                  Tel: +44 (0) 20 7466 5000

 Chris Hill, CEO                                            www.northcodersgroup.com (http://www.northcodersgroup.com/)

 Charlotte Prior, CFO

 WH Ireland Limited (Nominated Adviser & Joint Broker)      Tel: +44 (0)20 7220 1666
 Mike Coe / Sarah Mather (Corporate Finance)
 Fraser Marshall (Corporate Broking)

 Peterhouse Capital Limited (Joint Broker)                  Tel+44 (0) 20 7496 0930
 Lucy Williams                                              www.peterhousecap.com (http://www.peterhousecap.com/)
 Duncan Vasey

 Buchanan Communications                                    Tel: +44 (0) 20 7466 5000
 Henry Harrison-Topham                                      northcoders@buchanan.uk.com (mailto:northcoders@buchanan.uk.com)
 Jamie Hooper
 George Cleary

 

Notes to Editors

 

Northcoders is a market leading provider of coding and software development
training for businesses and individuals. Founded in 2015, its business model
operates a hybrid structure with a flagship site in Manchester and other sites
in Leeds, Birmingham and Newcastle supported by a proven digital offering to
support its students across the UK.

 

Powered by IP rich technology, Northcoders' coding school offers boot camp
courses to individuals from a range of backgrounds, delivered through virtual
and physical learning.  The Group also works with blue chip corporates across
multiple sectors to supply innovative EdTech solutions for the upskilling and
reskilling of employees, and is also a registered provider of
government-backed apprenticeships in the field.

 

With a keen focus of inclusivity, diversity and quality at its core,
Northcoders aims to address the digital skills gap in the UK to meet the
increasing demand for digital specialists from businesses and public
agencies.  It operates in a significant and growing market with structural
growth trends further accelerated by Covid-19.

 

Northcoders was admitted to trading on AIM in July 2021 with the ticker
CODE.L.  For additional information please visit www.northcodersgroup.com.

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