Proposed Secondary Placing
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Elixirr International plc (AIM:ELIX), an established, global award-winning, challenger consultancy, announces that it has been informed by certain Directors, PDMRs, Partners and Shareholders of the Company of their intention to sell, in aggregate, up to £25 million of existing ordinary shares of 0.005 pence each ("Ordinary Shares") in the capital of Company (the "Placing Shares") at a price of 650 pence per Placing Share (the "Placing") in order to satisfy strong institutional demand.
Each of Stephen Newton (Chief Executive Officer), Graham Busby (Chief Financial Officer), Gavin Patterson (Non-Executive Chairman), Simon Retter (Non-Executive Director), Ian Ferguson (Director) and Charlotte Stranner (Non-Executive Director) (the "Selling Directors"), Brandon Bichler, Eric Rich, Daniel Garsin and Dieter Halfar, being PDMRs of the Company and other Partners (together, the "Selling Partners"), alongside certain other non-institutional shareholders (together with the Selling Directors and Selling Partners, the "Selling Shareholders") intend to participate in the Placing.
Following a series of meetings with both new and existing institutional investors, it became apparent that demand for the Ordinary Shares was in excess of those readily available for sale. The Selling Directors and Selling Partners recognise the strategic importance of a strong and supportive institutional shareholder base, hence have decided to release a portion of their own holdings in order to help satisfy this demand.
Cavendish Capital Markets Limited ("Cavendish") is acting as sole bookrunner ("Bookrunner") in relation to the Placing.
The sale of the Placing Shares will be effected by way of an accelerated bookbuild to institutional investors which will be launched immediately following this announcement (the "Bookbuild"). Cavendish will determine the amount of Placing Shares each of the Selling Shareholders will sell as part of the Placing.
A further announcement noting the number of Placing Shares sold by and subsequent holdings of the Selling Shareholders who are also Directors or PDMRs of the Company will be made following completion of the Bookbuild.
The timing for the close of the Bookbuild and the distribution of allocations will be at the absolute discretion of Cavendish.
The Placing Shares represent, assuming the maximum amount are placed, in aggregate approximately 8.0 per cent. of the existing issued share capital of the Company.
Information to Distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of (a) retail investors, (b) investors who meet the criteria of professional clients and (c) eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors 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 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 Target Market Assessment, Cavendish will only procure investors who meet the criteria of professional clients and eligible counterparties.
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