REG - Videndum PLC - Results of Capital Raising and General Meeting

VidendumAnnouncement

07/12/2023 13:15

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RNS Number : 0722W  Videndum PLC  07 December 2023

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INDIRECTLY, IN OR INTO 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 A PART
OF A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL
CONSTITUTE OR FORM A 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 SECURITIES MENTIONED HEREIN MUST BE MADE ONLY ON THE
BASIS OF THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE
PROSPECTUS ONCE PUBLISHED. COPIES OF THE PROSPECTUS WILL, FOLLOWING
PUBLICATION, BE 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.

7 December 2023

VIDENDUM plc

Results of Capital Raising and General Meeting

On 20 November 2023, Videndum plc ("Videndum" or the "Company") announced
details of a Firm Placing and Placing and Open Offer (the "Capital Raising")
to raise gross proceeds of £125 million, approximately £75 million by way of
a Firm Placing of 28,122,472 New Ordinary Shares and approximately £50
million by way of a Placing and Open Offer of 18,748,315 New Ordinary Shares,
in each case at an issue price of 267 pence per New Ordinary Share. The Open
Offer Shares were conditionally placed with Conditional Placees subject to the
Placing, subject to clawback to satisfy Open Offer Entitlements taken up by
Qualifying Shareholders. The Firm Placing Shares are not subject to clawback
and are not part of the Open Offer. Concurrently with the Capital Raising, the
Directors and certain members of the senior management will directly subscribe
for 459,167 New Ordinary Shares at the Offer Price.

The Open Offer closed for acceptances at 11.00 a.m. on 6 December 2023. The
Company has received valid acceptances from Qualifying Shareholders under
their Open Offer Entitlements in respect of 15,816,322 New Ordinary Shares,
representing approximately 84.4% of the Open Offer Shares.

Stephen Bird, Group Chief Executive, commented:

"We are pleased with the very strong response to the Capital Raising and I
would like to thank both our shareholders and new investors for their support.
We now have a robust capital base which will enable Videndum to focus its
resources on strategic execution and long-term value creation for shareholders
through our market-leading, premium brands which are focused on the content
creation market."

The Company is also pleased to announce that, at the General Meeting of the
Company held at 10.30 a.m. on 7 December 2023, the Resolutions (as set out in
the Notice of General Meeting found at the end of the combined circular and
prospectus of the Company published on 21 November 2023 (the "Prospectus"))
were duly passed as ordinary and special resolutions (as applicable), each on
a poll vote (in which every member present in person or by proxy and eligible
to vote on the resolution had one vote for each share held).

The number of votes for and against the Resolutions, and the number of votes
withheld, in the poll, on which Equiniti (the Company's registrar) acted as
scrutineer, were as follows:

 RESOLUTION                                                                       FOR                            AGAINST                        TOTAL                                  WITHHELD
                                                                                  No. of votes  % of votes cast  No. of votes  % of votes cast  Votes cast  % of issued share capital  No. of votes
 Ordinary resolutions
 1. To authorise the allotment of New Ordinary Shares up to an aggregate          36,435,189    98.00            742,658       2.00             37,177,847  79.32                      254,388
 nominal amount of £9,465,991 pursuant to the Capital Raising and the Director
 and Senior Management Subscriptions at an issue price of 267 pence per New
 Ordinary Share
 2. To authorise the allotment of up to 47,329,954 New Ordinary Shares pursuant   36,402,182    98.02            733,625       1.98             37,135,807  79.23                      296,428
 to the Capital Raising and the Director and Senior Management Subscriptions at
 an issue price of 267 pence, which is at a 3.3% discount to the Closing Price
 at 20 November 2023
 3. To approve the subscription by Alantra EQMC Asset Management SGIIC S.A. of    25,236,969    97.15            739,225       2.85             25,976,194  55.42                      1,564,852
 up to 11,235,955 New Ordinary Shares pursuant to the Capital Raising
 Special resolution
 4. To authorise the disapplication of pre-emption rights to the allotment of     36,393,068    97.89            785,058       2.11             37,178,126  79.32                      254,109
 equity securities pursuant to the authority conferred by Resolutions 1 and 2
 up to an aggregate nominal amount of £9,465,991.

 

1)   Percentages are expressed as a proportion of the total votes cast
(which does not include votes withheld). Neither Alantra EQMC Asset Management
SGIIC S.A. nor any of its affiliates voted on Resolution 3.

 

2)   A vote withheld is not a vote in law and is not included in the
calculation of the votes 'For' or 'Against' the Resolutions, nor the total
votes cast.

 

3)   Any proxy appointments which gave discretion to the Chairman of the
meeting have been included in the 'For' totals.

 

4)   As at 6.30 p.m. on 5 December 2023 (being the record time for the
General Meeting), the Company had 46,870,787 Ordinary Shares in issue, none of
which were held in treasury. The total number of voting rights in the Company
was therefore 46,870,787.

 

In accordance with Listing Rule 9.6.2R, a copy of the Resolutions will be
submitted to the National Storage Mechanism, where it will shortly be
available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism. In addition, a copy of
the Resolutions will also be filed with Companies House. A copy of this
announcement will available to view on the Company's website at
https://videndum.com/investors/proposed-equity-raise/
(https://eur03.safelinks.protection.outlook.com/?url=https%3A%2F%2Fprotect-eu.mimecast.com%2Fs%2FGZ02CEZrKI1p4zESZiJqW%3Fdomain%3Dvidendum.com%2F&data=05%7C01%7Ccallum.morganti%40slaughterandmay.com%7C3746d7192cca47c826c508dbe5f09f13%7C2bde20df36814b0eb7e57d6c9260dff7%7C1%7C0%7C638356593922123117%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C3000%7C%7C%7C&sdata=yIs4EjdI4v%2F8BWxFgmKxwK5XSDNVbfNno7MMzj%2FPRoI%3D&reserved=0)
.

 

The passing of the Resolutions will enable the Company to proceed with the
Capital Raising and the Director and Senior Management Subscriptions. The
Capital Raising and Director and Senior Management Subscriptions remain
conditional upon:

 

(i)   Admission becoming effective by not later than 8.00 a.m. on 8 December
2023 (or such later time and/or date as the Company and the Joint Bookrunners
may agree); and

 

(ii)  the Placing Agreement becoming unconditional in all respects (save for
the condition relating to Admission) and not having been rescinded or
terminated in accordance with its terms prior to Admission.

 

Applications have been made for the admission of 47,329,954 Ordinary Shares to
the premium listing segment of the Official List of the Financial Conduct
Authority ("FCA") and to trading on the London Stock Exchange's main market
for listed securities. It is expected that Admission will become effective and
that dealings in the New Ordinary Shares will commence at 8.00 a.m. on 8
December 2023.

 

The New Ordinary Shares when issued will rank, from Admission, pari passu in
all respects with the Existing Ordinary Shares and will have the right to
receive all dividends and distributions declared in respect of issued Ordinary
Share capital of the Company after Admission.

 

The total issued share capital of the Company following Admission will be
94,200,741 Ordinary Shares and the total number of voting rights of the
Company will be 94,200,741 and 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 in their interest in, the
share capital of the Company under the FCA's Disclosure Guidance and
Transparency Rules.

 

The Company intends to announce its results for the financial year ended 31
December 2023 on Tuesday 19 March 2024.

 

For further information, please contact:

 Videndum plc                                                         +44 (0)20 8332 4602

Stephen Bird, Group Chief Executive

Andrea Rigamonti, Group Chief Financial Officer

Jennifer Shaw, Group Communications Director
 N.M. Rothschild & Sons Limited (Sponsor and Financial Adviser)       +44 (0)20 7280 5000

 Ravi Gupta

 John Byrne

 Shannon Nicholls

 Ricky Paul
 Jefferies International Limited (Joint Global Coordinator and Joint  +44 (0)20 7029 8000
 Bookrunner)

 Ed Matthews

 Lee Morton

 Will Soutar
 Investec plc (Joint Global Coordinator and Joint Bookrunner)         +44 (0) 20 7597 5970

 David Flin

 Ben Griffiths

 Will Brinkley
 MHP Group (Communications Adviser)                                   +44 (0) 7817 458 804

 Tim Rowntree                                                         +44 (0) 7736 464 749

 Ollie Hoare

 Robert Collett-Creedy

 Christian Harte

 

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 Prospectus Regulation Rules 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 to be 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 will provide 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 (once published) and the Application Forms (once printed)
should not be distributed, forwarded to or transmitted in or into 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

Rothschild & Co is authorised and regulated by the FCA in the United
Kingdom. Rothschild & Co is acting exclusively for Videndum plc and no one
else in connection with this announcement and the Capital Raising will not be
responsible to anyone other than Videndum plc for providing the protections
afforded to its clients nor for providing advice to any person in relation to
the Capital Raising or any matters referred to in this announcement.

Investec Bank plc ("IBP") is authorised in the United Kingdom by the
Prudential Regulation Authority and regulated by the FCA and the Prudential
Regulation Authority in the United Kingdom. Investec Europe Limited (trading
as Investec Europe) ("IEL"), acting as agent on behalf of IBP in certain
jurisdictions in the EEA (IBP and IEL together hereafter referred to as
"Investec"), is regulated in Ireland by the Central Bank of Ireland. Jefferies
is authorised and regulated by the FCA in the United Kingdom. Investec and
Jefferies are acting exclusively for Videndum plc and no one else in
connection with this announcement and the Capital Raising and will not be
responsible to anyone other than Videndum plc for providing the protections
afforded to its clients nor for providing advice to any person in relation to
the Capital Raising or any matters referred to in this announcement.

None of the Banks, nor any of their respective subsidiaries, branches or
affiliates, nor any of their respective directors, officers or employees 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, Investec or Jefferies in
connection with the Capital Raising, this announcement, any statement
contained herein, or otherwise.

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 the Banks, nor any of their respective subsidiaries, branches, affiliates
or agents as to, or in relation to, the accuracy or completeness 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 the Banks or any
of their respective affiliates.

The Joint Global Co-ordinators, in accordance with applicable legal and
regulatory provisions, may engage in transactions in relation to the New
Ordinary Shares and/or related instruments for their own account for the
purpose of hedging their underwriting exposure or otherwise. In connection
with the Capital Raising, the Joint Global Co-ordinators and any of their
respective 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 each of the Joint Global Co-ordinators and any of their
respective affiliates acting as investors for their own accounts. In addition,
certain of the Joint Global Co-ordinators or their respective affiliates may
enter into financing arrangements (including swaps or contracts for
difference) with investors in connection with which such Joint Global
Co-ordinators (or their respective affiliates) may from time to time acquire,
hold or dispose of New Ordinary Shares.

In the event that the Joint Global Co-ordinators acquire New Ordinary Shares
which are not taken up by Qualifying Shareholders, the Joint Global
Co-ordinators may co-ordinate disposals of such shares in accordance with
applicable law and regulation. Except as required by applicable law or
regulation, the Joint Global Co-ordinators and their respective 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: (a) 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 (b) 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, the Joint Global
Co-ordinators 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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