REG - Pulsar Group PLC - Result of Placing, Related Parties & TVR

PulsarAnnouncement

08/05/2025 07:01

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RNS Number : 7872H  Pulsar Group PLC  08 May 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO
THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR
IN ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL.

 THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF
SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD
BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.

 THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7
OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC
LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"), AND IS
DISCLOSED IN ACCORDANCE WITH THE COMPANY'S OBLIGATIONS UNDER ARTICLE 17 OF
MAR.

 

PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

8 May 2025

 

Pulsar Group Plc

("Pulsar Group", the "Company" or the "Group")

Result of Placing, Related Parties & Total Voting Rights

 

Pulsar Group Plc (AIM: PULS), the market leading audience intelligence
business delivering Software-as-a-Service ("SaaS") solutions for the global
marketing and communications industries, is pleased to announce that further
to the announcement made yesterday regarding the proposed Placing, the Company
has raised total gross proceeds of approximately £3.0 million through the
issue of 7,894,736 New Shares, at a fixed price of 38 pence per New Share. The
New Shares represent approximately 5.8 per cent. of the Company's enlarged
issued share capital (excluding shares held in treasury).

Joanna Arnold, Chief Executive Officer, commented:

"I am delighted by the support shown by investors in this placing. With this
additional capital the Group has a strengthened balance sheet and looks
forward to accelerating its strategic initiatives to continue to improve its
operational efficiencies and enhanced future cash generation. The Board of the
Company are very much focussed on ensuring that delivery against its plans
will maximise shareholder value"

Related Parties

Christopher Satterthwaite (non-Executive chairman), Joanna Arnold (CEO), Mark
Fautley (CFO), Sarah Vawda (Non-executive director) (together the
"Participating Directors") and Kestrel Partners LLP ("Kestrel Partners") have
agreed to subscribe for the following New Shares in the Placing.

 Name                       Number of Shares subscribed for
 Christopher Satterthwaite  26,315
 Joanna Arnold              39,473
 Mark Fautley               39,473
 Sarah Vawda                13,157
 Kestrel Partners           3,142,449

 

The Participating Directors and Kestrel Partners are deemed to be related
parties of the Company for the purposes of the AIM Rules.

Chris Pilling (being the sole independent director for the purposes of AIM
Rule 13 in relation to the Placing) considers, having consulted with the
Company's nominated adviser, Cavendish, that the terms upon which the
Participating Directors and Kestrel Partners are participating in the Placing
are fair and reasonable insofar as Shareholders are concerned.

Total Voting Rights

Application has been made to the London Stock Exchange for the Placing Shares
to be admitted to trading on AIM and it is expected that Admission will be
effective and dealings will commence in respect of the Placing Shares at 8.00
a.m. on or around 13 May 2025.

Following Admission, the Company's issued share capital will consist of
138,419,122 Ordinary Shares. The Company holds 2,825,646 Ordinary Shares in
Treasury. Therefore, on Admission, the total number of voting rights will be
135,593,476. This figure may be used by Shareholders as the denominator for
the calculation by which they may determine if they are required to notify
their interest in, or change to their interest in, the Company under the FCA's
Disclosure Guidance and Transparency Rules.

Unless otherwise defined herein or the context requires, capitalised terms
used in this announcement ("Announcement") shall have the same meanings given
to them in the Company's announcement released earlier yesterday under RNS
number 7553H.

 

For further information, please contact:

 

For further information:

 Pulsar Group Plc                                                   020 3426 4070
 Joanna Arnold (CEO)

 Mark Fautley (CFO)

 Cavendish Capital Markets Limited (Nominated Adviser and Broker)   020 7220 0500
 Corporate Finance:

 Marc Milmo / Isaac Hooper / Elysia Bough
 Corporate Broking:

 Sunila de Silva

 

 

IMPORTANT NOTICES AND DISCLAIMER

 

This Announcement has been issued by and is the sole responsibility of the
Company. The person responsible for arranging for the release of this
Announcement on behalf of the Company is Mark Fautley, Chief Financial
Officer.

This Announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America.  This Announcement is
not an offer of securities for sale into the United States. The securities
referred to herein have not been and will not be registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold in the
United States, except pursuant to an applicable exemption from registration.
No public offering of securities is being made in the United States. No
prospectus will be made available in connection with the matters contained in
this Announcement and no such prospectus is required (in accordance with the
Prospectus Regulation (as defined below)) to be published.

This Announcement is directed only at persons whose ordinary activities
involve them in acquiring, holding, managing and disposing of investments (as
principal or agent) for the purposes of their business and who have
professional experience in matters relating to investment and who are: (a) if
in a member state of the European Economic Area, "qualified investors" as
defined in Article 2(e) of Regulation (EU) 2017/1129(the "EU Prospectus
Regulation") ("EU Qualified Investors");  (b) if in the United Kingdom,
"qualified investors" as defined in Article 2(e)of the EU Prospectus
Regulation which forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 who (i) fall within article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended
(the "Order"), or (ii) fall within  article 49(2)(a) to (d) of the Order;
and (c) otherwise, to persons to whom it may otherwise be lawful to
communicate it (all such persons together being referenced to as "relevant
persons"). Any investment in connection with the Placing will only be
available to, and will only be engaged with, relevant persons. Any person who
is not a relevant person should not act or rely on this Announcement or any of
its contents.

This Announcement is not being distributed by, nor has it been approved for
the purposes of section 21 of the Financial Services and Markets Act 2000 (as
amended) (the "FSMA") by, a person authorised under FSMA. This Announcement is
being distributed and communicated to persons in the UK only in circumstances
in which section 21(1) of FSMA does not apply.

Cavendish Capital Markets Limited, which is authorised and regulated by the
Financial Conduct Authority in the United Kingdom, is acting as Nominated
Adviser and broker to the Company in connection with the Placing and no one
else and will not be responsible to anyone other than the Company for
providing the protections afforded to clients of Cavendish nor for providing
advice in relation to the Placing and/or any other matter referred to in this
Announcement. Apart from the responsibilities and liabilities, if any, which
may be imposed on Cavendish by the FSMA or by the regulatory regime
established under it, and except in the event of their committing fraud,
neither Cavendish nor any of its respective affiliates accepts any
responsibility whatsoever for the accuracy, completeness or sufficiency of the
information contained in this Announcement or for any other statement made or
purported to be made by or on behalf of Cavendish or any of its respective
affiliates in connection with the Company, the Ordinary Shares or the Placing.
Cavendish and each of its respective affiliates accordingly disclaim all and
any liability, whether arising in tort, contract or otherwise (save as
referred to above) in respect of any statements or other information contained
in this Announcement.

The distribution of this Announcement and the offering of the Ordinary Shares
in certain jurisdictions may be restricted by law. No action has been taken by
the Company or Cavendish that would permit an offering of such shares or
possession or distribution of this Announcement or any other offering or
publicity material relating to such shares in any jurisdiction where action
for that purpose is required. Persons into whose possession this Announcement
comes are required by the Company and Cavendish to inform themselves about,
and to observe, such restrictions. Persons (including, without limitation,
nominees and trustees) who have a contractual right or other legal obligations
to forward a copy of this Announcement should seek appropriate advice before
taking any action.

This Announcement contains (or may contain) certain forward-looking statements
with respect to certain of the Company's current expectations and projections
about future events. These statements, which sometimes use words such as
"aim", "anticipate", "believe", "intend", "plan" "estimate", "expect" and
words of similar meaning or the negative thereof, reflect the directors'
beliefs and expectations and involve a number of risks, uncertainties and
assumptions that could cause actual results and performance to differ
materially from any expected future results or performance expressed or
implied by the forward-looking statement. Statements contained in this
Announcement regarding past trends or activities should not be taken as a
representation that such trends or activities will continue in the future. The
information contained in this Announcement is subject to change without notice
and, except as required by applicable law or regulation, neither the Company
nor Cavendish nor their respective affiliates assume any responsibility or
obligation to update publicly or review any of the forward-looking statements
contained herein. You should not place undue reliance on forward-looking
statements, which speak only as of the date of this Announcement.

No statement in this Announcement is or is intended to be a profit forecast or
profit estimate or to imply that the earnings of the Company for the current
or future financial years will necessarily match or exceed the historical or
published earnings of the Company. The price and value of shares and the
income from them may go down as well as up and investors may not get back the
full amount invested on disposal of the shares. Past performance is not a
guide to future performance.

The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than AIM.

Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website or in this Announcement is incorporated
in, or forms part of, this Announcement.

This Announcement does not constitute a recommendation concerning any
investor's options with respect to the Placing. Any investment decision to buy
Ordinary Shares in the Placing must be made solely on the basis of publicly
available information, which has not been independently verified by Cavendish.
Each investor or prospective investor should conduct his, her or its own
investigation, analysis and evaluation of the business and data described in
this Announcement. The contents of this Announcement are not to be construed
as legal, business, financial or tax advice. Each investor or prospective
investor should consult his, her or its own legal adviser, business adviser,
financial adviser or tax adviser for legal, financial, business or tax advice.

 

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