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

VidendumAnnouncement

27/03/2026 11:30

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RNS Number : 4753Y  Videndum PLC  27 March 2026

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, 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.

27 March 2026

Videndum plc

Results of Capital Raising and General Meeting

Further to the announcement by Videndum plc (the "Company") on 10 March 2026,
the Open Offer closed for acceptances at 11.00 a.m. on 26 March 2026. The
Company has received valid acceptances from Qualifying Shareholders under
their Open Offer Entitlements in respect of 786,287 New Ordinary Shares,
representing approximately 60.70% of the Open Offer Shares.

The Company is pleased to announce that, at the General Meeting of the Company
held at 10.30 a.m. on 27 March 2026, each of 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 10 March 2026 (the "Prospectus")) were
duly passed as ordinary and/or 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).

Jon Bolton

Group Company Secretary

020 8332 4600

 

Capitalised terms used but not otherwise defined in this announcement have the
meanings set out in the Prospectus.

The record date for the Capital Reorganisation will be 6.00 p.m. on 27 March
2026. The effective date for the Capital Reorganisation will be 8.00 a.m. on
30 March 2026. Following the passing of the Resolutions, it is expected that
Admission will become effective and dealings in the Consolidated Shares and
the New Ordinary Shares will commence at 8.00 a.m. on 30 March 2026.

The total issued ordinary share capital of the Company following Admission
will be 40,123,007 Ordinary Shares and the total number of voting rights of
the Company will be 40,123,007. 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.

A snapshot of Videndum plc

Videndum is a leading global provider of premium branded hardware products and
software solutions to the content creation market.

Our product portfolio includes camera supports, video transmission systems and
monitors, live streaming solutions, robotic camera systems, prompters, LED
lighting, mobile power, bags, backgrounds, audio capture and noise reduction
equipment.

We employ around 1,200 people across the world in 9 different countries.
Videndum plc is listed on the London Stock Exchange, ticker: VID.

More information can be found at: https://videndum.com/
(https://videndum.com/)

LEI number: 2138007H5DQ4X8YOCF14

A copy of the Resolutions will be submitted to the National Storage Mechanism
and will be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) . A copy of this
announcement will also be available to view on the Company's website at
https://videndum.com/investors/proposed-equity-raise-2026/.

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
 1. To authorise the allotment of New Ordinary Shares up to an aggregate          78,744,954    99.91            68,058        0.09             78,813,012  76.06%                     6,591
 nominal amount of £396,049.39 pursuant to the Capital Raising and the Debt
 for Equity Conversion at an issue price of 270 pence per New Ordinary Share.
 2. To authorise the allotment of up to 39,604,939 New Ordinary Shares pursuant   78,632,966    99.77            180,046       0.23             78,813,012  76.06%                     6,591
 to the Capital Raising and the Debt for Equity Conversion at an issue price of
 270 pence, which is at a 87% discount to the Consolidated Closing Price as at
 6 March 2026 (being the Latest Practicable Date).
 3. To authorise the disapplication of pre-emption rights to the allotment of     78,631,692    99.77            181,782       0.23             78,813,474  76.06%                     6,129
 equity securities pursuant to the authority conferred by Resolutions 1 and 2
 up to an aggregate nominal amount of £396,049.39.
 4. To approve the sub-division of each Existing Ordinary Share of 20 pence       78,649,061    99.79            163,962       0.21             78,813,023  76.06%                     6,580
 into 1 Intermediate Share of 0.005 pence and 1 Deferred Share of 19.995 pence,
 and the consolidation of every 200 Intermediate Shares of 0.005 pence into 1
 Consolidated Share of 1 pence.
 5. To authorise the Directors to amend the Articles of Association to set out    78,651,503    99.79            162,297       0.21             78,813,800  76.07%                     5,803
 the rights and restrictions attaching to the Deferred Shares.
 6. To authorise the allotment of new Ordinary Shares up to an aggregate          78,627,585    99.77            184,427       0.23             78,812,012  76.06%                     7,591
 nominal amount of £1,944.48 pursuant to the Director and Senior Manager
 Subscriptions at an issue price of 270 pence per new Ordinary Share.
 7. To authorise the allotment of up to 194,448 new Ordinary Shares pursuant to   78,627,585    99.77            184,427       0.23             78,812,012  76.06%                     7,591
 the Director and Senior Manager Subscriptions at an issue price of 270 pence,
 which is at a 87% discount to the Consolidated Closing Price as at 6 March
 2026 (being the Latest Practicable Date).
 8. To authorise the disapplication of pre-emption rights to the allotment of     78,627,991    99.77            184,483       0.23             78,812,474  76.06%                     7,129
 equity securities pursuant to the authority conferred by Resolutions 6 and 7
 up to an aggregate nominal amount of £1,944.48.

Notes:

1)     Percentages are expressed as a proportion of the total votes cast
(which does not include votes withheld).

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 Chair of the
meeting have been included in the 'For' totals.

4)     As at 6.30 p.m. on 25 March 2026 (being the record time for the
General Meeting), the Company had 103,613,600 Ordinary Shares in issue, none
of which were held in treasury. The total number of voting rights in the
Company was therefore 103,613,600.

 

Pre-Emption Group Reporting

The Capital Raising is a non-pre-emptive issue of equity securities for cash
and accordingly the Company makes the following post-transaction report in
accordance with the most recently published Pre-Emption Group Statement of
Principles (2022).

 Name of issuer       Videndum plc
 Transaction details  On 23 December 2025, the Company announced that a £70 million equity
                      fundraise would take place in Q1 2026 (following other announcements
                      throughout 2025 regarding the need to raise additional capital). Shareholders
                      were given considerable notice to buy shares on the open market to become a
                      shareholder to participate in the issue. The 23 December 2025 announcement
                      indicated there would be little to no value in the existing equity if the
                      fundraise did not proceed.

                      The Company issued in aggregate 31,481,482 New Ordinary Shares pursuant to the
                      Capital Raising, of which 30,186,315 New Ordinary Shares were issued under the
                      Firm Placing and 1,295,167 New Ordinary Shares were issued under the Placing
                      and Open Offer, which represented approximately 6,077% of issued ordinary
                      share capital on 6 March 2026 (adjusted for the Capital Reorganisation which
                      occurred prior to the Capital Raising).

                      Settlement for the New Ordinary Shares is expected to take place at 8.00 a.m.
                      on 30 March 2026.
 Use of proceeds      £50 million in net proceeds will be used to fund a partial repayment of the
                      Company's revolving credit facility. The remaining net proceeds from the
                      Capital Raising will be used to strengthen the Group's liquidity position and
                      support the management of the go-forward capital position. The Capital Raising
                      also formed part of and supported a broader set of Refinancing proposals by
                      the Company.
 Quantum of proceeds  In aggregate, the Capital Raising raised gross proceeds of approximately £85
                      million and net proceeds of approximately £78.9 million given strong
                      institutional demand, an uplift from the £70 million fundraise indicated in
                      the Company's 23 December 2025 announcement
 Discount             The Offer Price of 270 pence represents a discount of 87% to the Consolidated
                      Closing Price of 2,070 pence on 6 March 2026.
 Allocations          Soft pre-emption was adhered to in the allocations process. Management was
                      involved in the allocations process, which has been carried out in compliance
                      with all applicable MiFID II allocation requirements. Allocations made outside
                      of soft pre-emption were preferentially directed towards existing shareholders
                      in excess of their pro rata, and wall-crossed accounts.
 Consultation         Since the announcements throughout 2025 there has been consultation with
                      institutions on a non-wall-crossed basis

                      Management and the Bookrunner undertook a pre-launch wall-crossing process,
                      including consultation with major shareholders, to the extent there was
                      interest from the major shareholders.
 Retail investors     Due consideration was given by the Board as to whether a retail offer be
                      undertaken. Following discussions between the Company and Investec, it was
                      decided that a retail offer would not be included in the Capital Raising. The
                      offer structure included an Open Offer to allow all existing shareholders the
                      opportunity to participate should they wish to do so.

 

 

 

 

 

Important notices

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 on 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.

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 announcement, 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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