REG - Videndum PLC - Result of the Placing

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RNS Number : 7936G  Videndum PLC  30 April 2025

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION, TRANSMISSION, DISTRIBUTION OR FORWARDING, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, HONG KONG, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE
UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

For immediate release

30 April 2025

Videndum plc

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

Result of the Placing

Videndum, the international provider of premium branded hardware products and
software solutions to the content creation market, announces the successful
completion of the non-pre-emptive placing of new ordinary shares in the
capital of the Company announced earlier today (the "Placing").

A total of 9,330,310 new ordinary shares of 20 pence each in the capital of
the Company (the "Placing Shares") have been placed by Investec at a price of
85 pence per Placing Share (the "Placing Price"). The Placing and the Director
Subscriptions successfully raised gross proceeds of approximately £8 million
(before expenses and fees). The Placing was oversubscribed with support from
Videndum's existing shareholders.

The Placing Price represents a 24.3 per cent. premium to the closing price on
29 April 2025 (being the last practicable day prior to the date of this
Announcement). The Placing Shares and the Director Subscription Shares being
issued represent approximately 9.99 per cent of the existing issued ordinary
share capital of Videndum on the date of this Announcement.

Applications have been made (i) to the Financial Conduct Authority (the "FCA")
for admission of the Placing Shares and the Director Subscription Shares to
the equity shares (commercial companies) category of the Official List; and
(ii) to London Stock Exchange plc for admission of the Placing Shares to
trading on its main market for listed securities (together, "Admission").
Admission is expected to take place at 8.00 a.m. on 2 May 2025 and dealings in
the Placing Shares and the Director Subscriprion Shares are expected to
commence at 8.00 a.m. on 2 May 2025.

Settlement for the Placing Shares, and the Director Subscription Shares, and
Admission are expected to take place on or before 5.00 p.m. on 2 May 2025. The
Placing is conditional upon, among other things, Admission becoming effective.
The Placing is also conditional upon the Placing Agreement not being
terminated in accordance with its terms.

The Placing Shares and the Director Subscription Shares, when issued, will be
fully paid and will rank pari passu in all respects with each other and with
the existing ordinary shares of the Company, including, without limitation,
the right to receive all dividends and other distributions declared, made or
paid after the date of issue.

Total Voting Rights

Following Admission, the total number of shares in issue in Videndum will be
103,613,404 ordinary shares of 20 pence each. There are no shares held in
treasury therefore, following Admission, the total number of shares with
voting rights in the Company is 103,613,404 ordinary shares of 20 pence each.
This figure may be used by shareholders as the denominator for the
calculations by which they will determine if they are required to notify their
interest in, or a change to their interest in, the Company under the FCA's
Disclosure Guidance and Transparency Rules. The ISIN number of the Placing
Shares and the Director Subscription Shares is GB0009296665.

Director participation

In conjunction with the Placing, the following directors of the Company have
agreed to subscribe for the number of Director Subscription Shares in the
capital of the Company at the Placing Price opposite their names as set out
below:

 Name                   Number of Director Subscription Shares to be subscribed
 Stephen Harris         35,297
 Graham Oldroyd         11,764
 Richard Tyson          11,764
 Anna Vikstrom Persson  11,764
 Eva Lindqvist          11,764
 Total                  82,353

Capitalised terms used but not defined in this Announcement shall have the
meanings given to them in the launch announcement in respect of the Placing
released by the Company earlier today.

For further information, please contact:

 Videndum plc                                                                  +44 (0) 20 8332 4600

Stephen Harris, Executive Chairman

Sean Glithero, Interim Chief Financial Officer

Georgina Kreysa, Group Communications Manager
 N.M. Rothschild & Sons Limited (Financial Advisor)                            +44 20 7280 5000

 Ravi Gupta

 John Byrne

 Shannon Nicholls
 Investec Bank plc (Financial Advisor, Underwriter, Sole Bookrunner and Joint  +44 20 7597 5970
 Corporate Broker)

 Christopher Baird

David Flin

Will Brinkley

 

This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notices"
section of this Announcement.

IMPORTANT NOTICES

This Announcement and the information contained herein is restricted and not
for release, publication, transmission, distribution or forwarding, in whole
or in part, directly or indirectly, in or into the United States, Australia,
Canada, Hong Kong, Japan or the Republic of South Africa or any other
jurisdiction in which publication, release or distribution would be unlawful
(each a "Restricted Territory"). This Announcement is for information purposes
only and is not an offer to sell or issue, or the solicitation of an offer to
buy, acquire or subscribe for shares in the capital of the Company in any
Restricted Territory or any other state or jurisdiction. This Announcement has
not been approved by the FCA or the London Stock Exchange, nor is it intended
that it will be so approved. Any failure to comply with the restrictions set
out in this Announcement may constitute a violation of the securities laws of
such jurisdictions.

The Placing Shares have not been and will not be registered under the US
Securities Act of 1933, as amended (the "US Securities Act"), or under the
securities law or with any securities regulatory authority 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 absent registration under the US
Securities Act, except pursuant to an 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 any other
jurisdiction of the United States. Accordingly, the Placing Shares will be
offered and sold only outside of the United States in "offshore transactions"
pursuant to Regulation S under the US Securities Act and otherwise in
accordance with applicable laws.

No public offering of securities is being made in the United States, the
United Kingdom or elsewhere.

The Placing and the Placing Shares have not been approved, disapproved or
recommended by the United States Securities and Exchange Commission, any state
securities commission in the United States or any other regulatory authority
in the United States, nor have any of the foregoing authorities passed upon or
endorsed the merits of the offering of the Placing Shares. Any representation
to the contrary is a criminal offence in the United States. Subject to certain
exceptions, the securities referred to herein may not be offered or sold in
any Restricted Territory or to, or for the account or benefit of, any
national, resident or citizen of any Restricted Territory.

No public offering of securities is being made in the United States, the
United Kingdom, the EEA or elsewhere. All offers of the Placing Shares will be
made pursuant to an exemption under the EU Prospectus Regulation or the UK
Prospectus Regulation (as applicable) from the requirement to produce a
prospectus. This Announcement is being distributed to persons in the United
Kingdom only in circumstances in which section 21(1) of FSMA does not apply.

No prospectus will be made available in connection with the matters contained
in this Announcement and no such prospectus is required to be published under
the Prospectus Regulation (EU) 2017/1129 as amended from time to time (the
"Prospectus Regulation") or the Prospectus Regulation as it forms part of UK
domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "UK
Prospectus Regulation"). Persons needing advice should consult an independent
financial adviser. This Announcement is being communicated and distributed to
persons in the United Kingdom only in circumstances in which section 21(1) of
FSMA does not apply.

Members of the public are not eligible to take part in the Placing. This
Announcement and the terms and conditions set out herein are for information
purposes only and are directed at and my only be communicated to (a) in the
European Economic Area ("EEA"), persons who are "qualified investors" within
the meaning of Article 2(e) of Prospectus Regulation (Regulation (EU)
2017/1129) ("Qualified Investors"); and (b) in the United Kingdom, at
Qualified Investors within the meaning of Article 2(e) of the UK Prospectus
Regulation who are also (i) persons having professional experience in matters
relating to investments who fall within the definition of "investment
professionals" in Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order"); (ii) high net worth bodies
corporate, unincorporated associations and partnerships and trustees of high
value trusts as described in Article 49(2) of the Order; or (c) persons to
whom it may otherwise lawfully be communicated (all such persons together
being referred to as "Relevant Persons").

This Announcement and the terms and conditions set out herein must not be
acted on or relied on by persons who are not Relevant Persons. Persons
distributing this Announcement must satisfy themselves that it is lawful to do
so. Any investment or investment activity to which this Announcement and the
terms and conditions set out herein relates is available only to Relevant
Persons and will be engaged in only with Relevant Persons. This Announcement
does not itself constitute an offer for sale or subscription of any securities
in the Company.

No action has been taken by the Company, and/or Investec 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 Investec to
inform themselves about, and to observe, such restrictions.

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. The contents of this
Announcement have not been reviewed by any regulatory authority in the United
Kingdom or elsewhere. Each investor or prospective investor is advised to
exercise caution in relation to the Placing.

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 has been issued by, and is the sole responsibility of, the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by Investec, or by any of its partners, directors, officers,
employees, advisers, consultants, affiliates or agents nor by Rothschild &
Co nor by any of its Rothschild & Co Affiliates as to or in relation to,
the accuracy or completeness of this Announcement or any other written or oral
information made available to or publicly available to any interested party or
its advisers, and any liability therefore is expressly disclaimed.

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 Placing Shares to be issued or sold pursuant to the Placing will not be
admitted to trading on any stock exchange other than the London Stock
Exchange.

This Announcement has been prepared for the purposes of complying with
applicable law and regulation in the United Kingdom and the information
disclosed may not be the same as that which would have been disclosed if this
Announcement had been prepared in accordance with the laws and regulations of
any jurisdiction outside the United Kingdom.

Notice to all investors

Investec is authorised by the Prudential Regulatory Authority ("PRA") and
regulated in the United Kingdom by the PRA and the FCA. Investec is acting
solely for Videndum and is acting for no one else in connection with the
Placing and will not regard any other person (whether or not a recipient of
this Announcement) as a client in relation to the Placing and will not be
responsible to anyone other than Videndum for providing the protections
afforded to its clients, nor for providing advice in connection with the
Placing or any other matter, transaction or arrangement referred to herein.

None of the information in this Announcement has been independently verified
or approved by Investec or any of its partners, directors, officers,
employees, advisers, consultants, agents or affiliates. Apart from the
responsibilities and liabilities, if any, which may be imposed upon Investec
by FSMA, neither Investec nor any of its subsidiary undertakings, affiliates
or any of their directors, officers, employees, consultants, advisers or
agents accept any responsibility or liability whatsoever (whether arising in
tort, contract or otherwise) for the contents of the information contained in
this Announcement (including, but not limited to, any errors, omissions or
inaccuracies in the information or any opinions) or for any other statement
made or purported to be made by or on behalf of Investec or any of its
partners, directors, officers, employees, advisers, consultants, agents or
affiliates in connection with Videndum or the Placing Shares or the Placing
and nothing in this Announcement is, or shall be relied upon as, a promise or
representation in this respect, whether as to the past or future. Investec
accepts no liability or responsibility for any loss, costs or damage suffered
or incurred howsoever arising, directly or indirectly, from any use of this
Announcement or its content or otherwise in connection therewith or any acts
or omissions by the Company. Investec and its subsidiary undertakings,
affiliates or any of its directors, officers, employees, advisers and agents
accordingly disclaims to the fullest extent permitted by law all and any
responsibility and liability whether arising in tort, contract or otherwise
(save as referred to above) which it might otherwise have in respect of this
Announcement or any such statement and no representation, warranty, express or
implied, is made by Investec or any of its partners, directors, officers,
employees, advisers, consultants, agents or affiliates as to the accuracy,
completeness or sufficiency of the information contained in this Announcement.

In connection with the Placing, Investec and any of its affiliates, acting as
investors for their own accounts, may subscribe for or purchase Placing Shares
as a principal position and in that capacity may retain, purchase, sell, offer
to sell or otherwise deal for their own accounts in such Placing Shares and
other securities of the Company or related investments in connection with the
Placing or otherwise. Accordingly, references to the Placing Shares being
offered, subscribed, acquired, placed or otherwise dealt in should be read as
including any offer to, or 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
and swaps in connection with which they or their affiliates may from time to
time acquire, hold or dispose of Placing Shares. Investec has no intention to
disclose the extent of any such investment or transactions otherwise than in
accordance with any legal or regulatory obligations to do so.

Rothschild & Co, which is authorised and regulated in the UK by the
Financial Conduct Authority, is acting exclusively as financial adviser to the
Company and for no‑one else in connection with the Placing and shall not be
responsible to anyone other than the Company for providing the protections
afforded to clients of Rothschild & Co, nor for providing advice in
connection with the announcement or any matter referred to herein. Neither
Rothschild & Co nor any of its affiliates (nor their respective directors,
officers, employees or agents) ("Rothschild & Co 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 Rothschild & Co in connection with this
Announcement or any statement contained herein and none of the information in
this Announcement has been independently verified by Rothschild & Co nor
by any of its Rothschild & Co Affiliates. No representation or warranty,
express or implied, is made by Rothschild & Co nor by any of its
Rothschild & Co Affiliates as to the contents of this Announcement.

Cautionary statement regarding forward-looking statements

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. Words such as "believes", "anticipates",
"estimates", "expects", "intends", "aims", "potential", "will", "may",
"plans", "intends", "would", "could", "considered", "likely", "estimate" and
variations of these words and similar future or conditional expressions are
intended to identify forward-looking statements but are not the exclusive
means of identifying such statements. All statements other than statements of
historical fact included in this Announcement are forward-looking statements.
Forward-looking statements appear in a number of places throughout this
Announcement and include statements regarding the Directors' or the Company's
intentions, beliefs or current expectations concerning, among other things,
operating results, financial condition, prospects, growth, expansion plans,
strategies, the industry in which the Group operates and the general economic
outlook.

None of the Company, its officers, advisers or any other person gives any
representation, assurance or guarantee that the occurrence of the events
expressed or implied in any forward-looking statements in this announcement
will actually occur, in part or in whole.

No undue reliance should be placed on any such statements because they speak
only as at the date of this announcement and, by their very nature, they are
subject to known and unknown risks and uncertainties and can be affected by
other factors that could cause actual results, and the Company's plans and
objectives, to differ materially from those expressed or implied in the
forward-looking statements. No representation or warranty is made that any
forward-looking statement will come to pass. No statement in this Announcement
is intended to be a profit forecast or profit estimate for any period and no
statement in this Announcement should be relied upon as a guide to future
performance or should be interpreted to mean that earnings, earnings per share
or income, cash flow from operations or free cash flow for the Company for the
current or future financial periods would necessarily match or exceed the
historical published earnings, earnings per share or income, cash flow from
operations or free cash flow for the Company. The forward-looking statements
contained in this Announcement speak only as of the date of this Announcement.

Neither the Company, nor any member of the Group, nor Investec undertakes any
obligation to update or revise any of the forward-looking statements, whether
as a result of new information, future events or otherwise, save in respect of
any requirement under applicable law or regulation (including, without
limitation, FSMA, UK MAR and the FCA's UK Listing Rules and Disclosure
Guidance and Transparency Rules).

This Announcement does not identify or suggest, or purport to identify or
suggest, the risks (direct or indirect) that may be associated with an
investment in the Placing Shares. Any investment decisions to buy Placing
Shares in the Placing must be made solely on the basis of publicly available
information, which has not been independently verified by Investec.

UK Product Governance Requirements

Solely for the purposes of the product governance requirements contained
within the FCA Handbook Product Intervention and Product Governance Sourcebook
(the "UK Product Governance Requirements") and/or any equivalent requirements
elsewhere to the extent determined to be applicable, 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 Placing Shares have been subject
to a product approval process, which has determined that such Placing Shares
are: (i) compatible with an end target market of: (a) retail clients, as
defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms
part of domestic law by virtue of the European Union (Withdrawal) Act 2018
("EUWA"); (b) investors who meet the criteria of professional clients as
defined in Regulation (EU) No 600/2014 as it forms part of domestic law by
virtue of the EUWA; and (c) eligible counterparties, as defined in the FCA
Handbook Conduct of Business Sourcebook ("COBS"); and (ii) eligible for
distribution through all distribution channels as are permitted by Directive
2014/65/EU (the "UK Target Market Assessment"). Notwithstanding the UK Target
Market Assessment, "distributors" (for the purposes of the UK Product
Governance Requirements) should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an investment
in the Placing 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 UK Target Market Assessment is without prejudice to the requirements of
any contractual, legal or regulatory selling restrictions in relation to the
Placing. Furthermore, it is noted that, notwithstanding the UK Target Market
Assessment, Investec will only procure investors who meet the criteria of
professional clients and eligible counterparties.

For the avoidance of doubt, the UK Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of COBS 9A and COBS 10A, respectively; or (b) a recommendation to any
investor or group of investors to invest in, or purchase or take any other
action whatsoever with respect to the Placing Shares.

Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.

NOTWITHSTANDING ANYTHING IN THE FOREGOING, NO PUBLIC OFFERING OF THE PLACING
SHARES IS BEING MADE BY ANY PERSON ANYWHERE AND THE COMPANY HAS NOT AUTHORISED
OR CONSENTED TO ANY SUCH OFFERING IN RELATION TO THE PLACING

 

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