REG - Tialis Essential IT - Strategy Update and Issue of Equity

Tialis Essential ITAnnouncement

01/07/2025 14:15

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RNS Number : 2623P  Tialis Essential IT PLC  01 July 2025

1 July 2025

 

The information contained within this announcement is deemed to constitute
inside information as stipulated under the retained EU law version of the
Market Abuse Regulation (EU) No. 596/2014 (the "UK MAR") which is part of UK
law by virtue of the European Union (Withdrawal) Act 2018. The information is
disclosed in accordance with the Company's obligations under Article 17 of the
UK MAR. Upon the publication of this announcement, this inside information is
now considered to be in the public domain.

 

Tialis Essential IT Plc ("Tialis" or the "Company")

 

Strategy update and issue of equity

 

 

Tialis, the mid-market IT Managed Services provider, announces the acquisition
of a loan agreement from MXC Capital Guernsey Limited ("MXC") between MXC and
Digital Petcare UK Limited ("Digital Petcare"). The loan has an outstanding
value of £1.485m and carries an interest rate of 12%. In exchange Tialis will
issue 2,320,313 Ordinary Shares of 1p each ("Ordinary Shares") to MXC, at the
mid-market closing price on 30 June 2025 of 64p, to the same value of the
outstanding loan. The loan has been placed into a newly created subsidiary
of Tialis called Tialis Essential IT Debt Limited.

 

Concurrently, Tialis has also acquired MXC's outstanding equity positon, of
approximately 10.6%, in CloudCoCo Group PLC ("CloudCoCo"). In exchange Tialis
will issue 310,821 Ordinary Shares to MXC, at the mid-market closing price on
30 June 2025 of 64p, to the value of £198,926, being the corresponding share
value in CloudCoCo at 30 June 2025.

 

This is the first of several new deals that Tialis is planning to undertake as
it expands its activities to deliver growth through acquisition and considers
synergistic targets to deepen its service offerings, as announced in the final
results for the year ended 31 December 2024, which could include becoming a
diversified holdings company.

 

 

Background

 

Tialis is led by Ian Smith, Executive Director, who, over the last 21 years,
has completed over 100 investments, divestments, acquisitions and
restructurings in the tech sector. Notable exits include Matrix
Communications, Anix, Accumuli, Castleton Software, and Tax Systems - all
public companies. Restructurings included Redstone PLC, Maxima PLC, 2Ergo PLC
and Calyx.

 

Over the last 7 years, Ian has also been a consultant to the Guernsey
Investment Fund.

 

The opportunity has now arisen to consolidate a number of investments into
Tialis, realising synergies and enabling a greater focus. Accordingly,
shareholder approval may be sought for follow on investments as they are
traded into Tialis.

 

Ian Smith said: "This is an amazing opportunity for Tialis to accrete
shareholder value today and for the future. The chance to manage a pool of
permanent capital and assets, leverage the cashflow from those into dividends
and create further capital growth was too good to miss. I have a long track
record of delivering value in this sector and intend to do it again but this
time from a higher starting point. It is my intention to build on my share
ownership of the Company for the foreseeable future".

 

 

Issue of Equity and Total Voting Rights

 

Application will be made to the London Stock Exchange for the admission of
2,631,134 Ordinary Shares to trading on AIM ("Admission"). It is expected that
Admission will become effective and dealings in the new Ordinary Shares will
commence on or around 7 July 2025.

 

The new Ordinary Shares will be issued fully paid and will rank pari passu in
all respects with the Company's existing Ordinary Shares.

 

Following Admission, the total number of Ordinary Shares in the capital of the
Company in issue will be 27,166,211. As the Company does not currently hold
any Ordinary Shares in treasury, the total number of voting rights in the
Company following Admission will be 27,166,211. This figure may be used by
Shareholders, from Admission, as the denominator for the calculations by which
they will determine if they are required to notify their interest in, or a
change in their interest in, the share capital of the Company under the FCA's
Disclosure and Transparency Rules.

 

 

Related Party Transaction

Ian Smith, by virtue of being a director and significant shareholder of the
Company and MXC, is considered to be a related party of the Company.

 

As such, both the acquisition by Tialis of the Digital Petcare loan from MXC
and the CloudCoco equity share swap, constitute related party transactions for
the purposes of Rule 13 of the AIM Rules for Companies (together, the "Related
Party Transactions").

The Directors of the Company (other than Ian Smith) consider, having consulted
with Cavendish Capital Markets Limited, the Company's Nominated Adviser, that
the terms of the Related Party Transaction are fair and reasonable insofar as
the Company's shareholders are concerned.

 

Ian Smith is also the Chief Executive Officer and major shareholder of MXC.
Following the above transactions, MXC's holding in Tialis is 21,085,819
Ordinary Shares representing 77.62% of the Company's issued ordinary share
capital. Mr Smith's direct beneficial interest in the Company is 647,166
Ordinary Shares, which represents 2.38% of the Company's issued ordinary share
capital. Ian and MXC hold in aggregate 21,732,985 Ordinary Shares,
representing 80.00% of the Company's issued ordinary share capital.

 

 

Further details of the PDMR dealing are included below. This information has
been provided in accordance with Article 5(1)(b) of the Market Abuse
Regulation (EU) No 596/2014 which is part of UK law by virtue of the European
Union (Withdrawal) Act 2018.

 

 

 

For more information, contact:

 

 Tialis Essential IT Plc                                 Tel: +44 (0)344 874 1000

 Ian Smith, Executive Director

 Cavendish Capital Markets Ltd                           Tel: +44 (0)20 7220 0500

 Nominated Adviser and Broker

 Corporate finance: Jonny Franklin-Adams/ Elysia Bough

 Corporate Broking: Tim Redfern

 

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING
MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

 

 1   Details of the person discharging managerial responsibilities/person closely
     associated
 a)  Name                                                         Ian Smith
 2   Reason for the notification
 a)  Position/status                                              Director
 b)  Initial notification/ Amendment                              Initial Notification
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Tialis Essential IT plc
 b)  LEI                                                          213800HA4PK7BHINK929
 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 of 1p each

     Identification code

                                                                  GB00BN4M3M55
 b)  Nature of the transaction                                    Acquisition of 2,631,134 ordinary shares
 c)  Price(s) and volume(s)                                       Price(s)   Volume(s)
                                                                  64 pence   2,631,134
 d)  Aggregated information

     -     Aggregated volume                                      1.     Exchange of MXC loan in Digital Petcare for Tialis shares

     -     Price

                                                                  2,320,313 share volume at 64p = £1,485,000

                                                                  2.     Exchange of MXC equity holding in CloudCoCo plc for Tialis Shares

                                                                  310,821 share volume at 64p = £198,926

 e)  Date of the transaction                                      30 June 2025
 f)  Place of the transaction                                     London, AIM

d)

Aggregated information

-     Aggregated volume

-     Price

 

1.     Exchange of MXC loan in Digital Petcare for Tialis shares

 

2,320,313 share volume at 64p = £1,485,000

 

2.     Exchange of MXC equity holding in CloudCoCo plc for Tialis Shares

 

310,821 share volume at 64p = £198,926

 

 

e)

Date of the transaction

30 June 2025

f)

Place of the transaction

London, AIM

 

 

 

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