REG - Videndum PLC - Publication of a Prospectus

VidendumAnnouncement

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RNS Number : 0830W  Videndum PLC  10 March 2026

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, INTO OR WITHIN AUSTRALIA, CANADA, SWITZERLAND, SOUTH KOREA,
ISRAEL, SOUTH AFRICA, JAPAN, SINGAPORE AND THE UNITED STATES AND ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS
OR REGULATIONS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE OR FORM PART OF
A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL
CONSTITUTE OR FORM PART OF ANY OFFER, INVITATION OR RECOMMENDATION TO
PURCHASE, SELL OR SUBSCRIBE FOR ANY SECURITIES IN ANY JURISDICTION. NOTHING IN
THIS ANNOUNCEMENT SHOULD BE INTERPRETED AS A TERM OR CONDITION OF THE CAPITAL
RAISING. NOTHING CONTAINED HEREIN SHALL FORM THE BASIS OF OR BE RELIED UPON IN
CONNECTION WITH, OR ACT AS AN INDUCEMENT TO ENTER INTO, ANY INVESTMENT
ACTIVITY. ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR
OTHERWISE DISPOSE OF ANY NEW ORDINARY SHARES MUST BE MADE ONLY ON THE BASIS OF
THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE
PROSPECTUS. COPIES OF THE PROSPECTUS ARE AVAILABLE FROM THE REGISTERED OFFICE
OF THE COMPANY AND ON ITS WEBSITE AT WWW.VIDENDUM.COM, SUBJECT TO APPLICABLE
LAW AND REGULATIONS. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS
ANNOUNCEMENT.

10 March 2026

VIDENDUM plc

publication of prospectus

Further to the announcements by Videndum plc (the "Company") earlier today
relating to the Firm Placing and Placing and Open Offer to raise gross
proceeds of £85 million (the "Capital Raising"), which is being proposed as
part of a broader set of Refinancing proposals agreed with the Company's
Lenders, the Company is pleased to announce that the Financial Conduct
Authority ("FCA") has approved the combined prospectus and circular dated 10
March 2026 (the "Prospectus") and the Prospectus has been published by the
Company.

The Prospectus contains further details of the Capital Raising and the broader
Refinancing (and the components thereof) and will be posted to shareholders of
the Company that have elected to receive hard copies of such shareholder
documentation as soon as practicable. The Prospectus is also available on the
Company's website, www.videndum.com. The Prospectus contains notice of a
general meeting to approve the Capital Raising, the Capital Reorganisation,
the Debt for Equity Conversion and the Director and Senior Management
Subscriptions, expected to be held at 10.30 a.m. on 27 March 2026.

A copy of the Prospectus will be submitted to the National Storage Mechanism
and will shortly be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

For further information, please contact:

 Videndum plc                                                                 + 44 (0) 20 8332 4602

Stephen Harris, Chairman

Brian Morgan, Group Chief Financial Officer
 Investec Bank plc (Sponsor, Global Co-ordinator and Bookrunner)              +44 (0) 20 7597 5970

 Christopher Baird, David Flin, Charles Craven, Duncan Smith, Ben Griffiths
 Lazard & Co., Limited (Financial Adviser)                                    +44 (0) 20 7187 2000

 Richard Shaw, Edward Earlam, Simon Chambers, James Simpson
 FTI Consulting (Communications Adviser)                                      +44 (0) 20 3272 1340

 Richard Mountain, Ben Fletcher

 

Important notices

Unless the context otherwise requires, words and expressions defined in the
Prospectus shall have the same meanings in this announcement.

This announcement has been issued by and is the sole responsibility of the
Company. The information contained in this announcement is for background
purposes only and does not purport to be full or complete. No reliance may or
should be placed by any person for any purpose whatsoever on the information
contained in this announcement or on its accuracy, fairness or completeness.
The information in this announcement is subject to change without notice.

This announcement is not a prospectus (or a prospectus equivalent document)
but an advertisement for the purposes of the Public Offers and Admissions to
Trading Regulations 2024 and the Prospectus Rules: Admission to Trading on a
Regulated Market of the FCA. Neither this announcement nor anything contained
in it shall form the basis of, or be relied upon in conjunction with, any
offer or commitment whatsoever in any jurisdiction. Investors should not
acquire any New Ordinary Shares referred to in this announcement except on the
basis of the information contained in the Prospectus published by the Company
in connection with the Capital Raising. Neither the content of the Company's
website nor any website accessible by hyperlinks on the Company's website is
incorporated in, or forms part of, this announcement. The Prospectus provides
further details of the New Ordinary Shares being offered pursuant to the
Capital Raising.

This announcement (and the information contained herein) is not for release,
publication, transmission, forwarding or distribution, directly or indirectly,
in whole or in part, in, into or within the United States of America, its
territories and possessions, any State of the United States or the District of
Columbia (collectively, the "United States"). This announcement is for
information purposes only and is not intended to constitute, and should not be
construed as, an offer to sell or issue, or a solicitation of any offer to
purchase, subscribe for or otherwise acquire, securities in the United States.
Securities may not be offered or sold in the United States absent registration
under the US Securities Act of 1933, as amended (the "US Securities Act"), or
an exemption therefrom. The New Ordinary Shares have not been and will not be
registered under the US Securities Act or under any securities laws of any
state or other jurisdiction of the United States and may not be offered, sold,
pledged, taken up, exercised, resold, renounced, transferred or delivered,
directly or indirectly, in or into the United States except pursuant to an
applicable exemption from, or in a transaction not subject to, the
registration requirements of the US Securities Act and in compliance with any
applicable securities laws of any state or other jurisdiction of the United
States. No public offering of the New Ordinary Shares has been or will be made
in the United States. Subject to certain limited exceptions, Application Forms
have not been, and will not be, sent to, and Open Offer Entitlements have not
been, and will not be, credited to the CREST account of, any Qualifying
Shareholder with a registered address in or that is known to be located in the
United States. None of the New Ordinary Shares, Open Offer Entitlements,
Application Forms, this announcement or any other document connected with the
Capital Raising has been or will be approved or disapproved by the United
States Securities and Exchange Commission or by the securities commissions of
any state or other jurisdiction of the United States or any other regulatory
authority, nor have any of the foregoing authorities passed upon or endorsed
the merits of the offering of the New Ordinary Shares, or the accuracy or
adequacy of the Application Forms, this announcement or any other document
connected with the Capital Raising. Any representation to the contrary is a
criminal offence in the United States.

This announcement is for information purposes only and is not intended to and
does not constitute or form part of any offer or invitation to purchase or
subscribe for, or any solicitation to purchase or subscribe for New Ordinary
Shares or to take up any entitlements to New Ordinary Shares in any
jurisdiction. No offer or invitation to purchase or subscribe for, or any
solicitation to purchase or subscribe for New Ordinary Shares or to take up
any entitlements to New Ordinary Shares will be made in any jurisdiction in
which such an offer or solicitation is unlawful. The information contained in
this announcement and the Prospectus is not for release, publication or
distribution to persons in Australia, Canada, Switzerland, South Korea,
Israel, South Africa, Japan, Singapore and the United States, and any other
jurisdiction where the extension or availability of the Capital Raising (and
any other transaction contemplated thereby) would breach any applicable law or
regulation, and, subject to certain exceptions, should not be distributed,
forwarded to or transmitted in or into any jurisdiction, where to do so might
constitute a violation of local securities laws or regulations.

The distribution of this announcement, the Prospectus, the Application Form
and the offering or transfer of New Ordinary Shares into jurisdictions other
than the United Kingdom may be restricted by law, and, therefore, persons into
whose possession this announcement, the Prospectus, the Application Form
and/or any accompanying documents comes should inform themselves about and
observe any such restrictions. Any failure to comply with any such
restrictions may constitute a violation of the securities laws of such
jurisdiction. In particular, subject to certain exceptions, this announcement,
the Prospectus and the Application Forms should not be distributed, forwarded
to or transmitted in, into or within Australia, Canada, Switzerland, South
Korea, Israel, South Africa, Japan, Singapore and the United States, or any
other jurisdiction where the extension or availability of the Capital Raising
(and any other transaction contemplated thereby) would breach any applicable
law or regulation.

Recipients of this announcement and/or the Prospectus should conduct their own
investigation, evaluation and analysis of the business, data and property
described in this announcement and/or the Prospectus. This announcement does
not constitute a recommendation concerning any investor's options with respect
to the Capital Raising. The price and value of securities can go down as well
as up. Past performance is not a guide to future performance. The contents of
this announcement are not to be construed as legal, business, financial or tax
advice. Each shareholder 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.

Notice to all investors

Investec Bank plc ("Investec") is authorised in the United Kingdom by the
Prudential Regulation Authority and regulated in the United Kingdom by the
FCA. Investec is acting exclusively for Videndum and for no one else in
connection with the Capital Raising and will not regard any other person as a
client in relation to the Capital Raising and neither Investec nor any of its
affiliates, subsidiaries or branches will be responsible to anyone other than
Videndum for providing the protections afforded to its clients or clients of
its affiliates, nor for providing advice in connection with the Capital
Raising or any other matter, transaction or arrangement referred to in this
announcement.

Lazard & Co., Limited ("Lazard"), which is authorised and regulated in the
United Kingdom by the FCA, is acting exclusively as financial adviser to
Videndum and no one else in connection with the Refinancing and will not be
responsible to anyone other than Videndum for providing the protections
afforded to clients of Lazard nor for providing advice in relation to the
Refinancing or any other matters referred to in this announcement. Neither
Lazard nor any of its affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client of Lazard
in connection with this document, any statement contained herein or otherwise.

Apart from the responsibilities and liabilities, if any, which may be imposed
on each of Lazard and Investec by FSMA or the regulatory regime established
thereunder, neither Lazard nor Investec nor any of their respective
subsidiaries, branches or affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client of Lazard
or Investec in connection with the Capital Raising, this announcement, any
statement contained herein, or otherwise.

Apart from the responsibilities and liabilities, if any, which may be imposed
on Lazard or Investec by FSMA or the regulatory regime established thereunder,
or under the regulatory regime of any other jurisdiction where exclusion of
liability under the relevant regulatory regime would be illegal, void or
unenforceable, neither Lazard nor Investec, nor any of their respective
affiliates, directors, officers, employees or advisers, accepts any
responsibility or liability whatsoever for, or makes any representation or
warranty, express or implied, as to contents of this announcement or any other
information made available to or publicly available to any interested party or
its advisers, whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available, and any liability therefore is
expressly disclaimed. None of the information in this announcement has been
independently verified or approved by Lazard, Investec or any of their
respective affiliates.

Investec, in accordance with applicable legal and regulatory provisions, may
engage in transactions in relation to the New Ordinary Shares and/or related
instruments for its own account for the purpose of hedging its underwriting
exposure or otherwise. In connection with the Capital Raising, Investec and
any of its affiliates, acting as investors for their own accounts, may acquire
New Ordinary Shares as a principal position and in that capacity may retain,
acquire, subscribe for, purchase, sell, offer to sell or otherwise deal for
their own accounts in such New Ordinary Shares and other securities of the
Company or related investments in connection with the Capital Raising or
otherwise. Accordingly, references in this announcement to the New Ordinary
Shares being issued, offered, subscribed, acquired, placed or otherwise dealt
in should be read as including any issue, offer, subscription, acquisition,
placing or dealing by Investec and any of its affiliates acting as investors
for their own accounts. In addition, Investec or its affiliates may enter into
financing arrangements (including swaps or contracts for difference) with
investors in connection with which Investec (or its affiliates) may from time
to time acquire, hold or dispose of New Ordinary Shares.

In the event that Investec acquires New Ordinary Shares which are not taken up
by Qualifying Shareholders, Investec may co-ordinate disposals of such shares
in accordance with applicable law and regulation. Except as required by
applicable law or regulation, Investec and its affiliates do not propose to
make any public disclosure in relation to such transactions.

Information to distributors

Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK Product Governance Requirements"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any "manufacturer" (for
the purposes of the UK Product Governance Requirements) may otherwise have
with respect thereto the New Ordinary Shares have been subject to a product
approval process, which has determined that they each are: (i) compatible with
an end target market of retail investors and investors who meet the criteria
of professional clients and eligible counterparties, each as defined in
Chapter 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii)
eligible for distribution through all permitted distribution channels (the
"Target Market Assessment"). Notwithstanding the Target Market Assessment,
"distributors" (for the purposes of the UK Product Governance Requirements)
should note that: the price of the New Ordinary Shares may decline and
investors could lose all or part of their investment; the New Ordinary Shares
offer no guaranteed income and no capital protection; and an investment in the
New Ordinary Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom. The Target Market
Assessment is without prejudice to any contractual, legal or regulatory
selling restrictions in relation to the Capital Raising. Furthermore, it is
noted that, notwithstanding the Target Market Assessment, Investec will only
procure investors who meet the criteria of professional clients and eligible
counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute:
(i) an assessment of suitability or appropriateness for the purposes of
Chapters 9A or 10A, respectively, of the FCA Handbook Conduct of Business
Sourcebook; or (ii) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with respect to,
the New Ordinary Shares. Each distributor is responsible for undertaking its
own target market assessment in respect of the New Ordinary Shares and
determining appropriate distribution channels.

 

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