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Result of Placing

In brief · summary, not quotable

RM raises £13.5m through placing of 14.2m shares at 95p, significantly oversubscribed.

  • Gross proceeds £13.5 million
  • Placing shares issued 14,210,527
  • Placing price per share 95 pence
  • Discount to closing price 5%
  • Dilution to existing shareholders approximately 16.9%
Full announcement

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RM plc (LSE: RM) (the "Company" or, together with its subsidiary undertakings, the "Group"), a leading global education technology ("EdTech"), digital learning and assessment solutions provider, is pleased to announce that, further to the announcement made earlier today (the "Launch Announcement") regarding the launch of the Placing, an aggregate of 14,210,527 Placing Shares have been successfully placed by Singer Capital Markets at the Placing Price of 95 pence per Placing Share to raise gross proceeds of approximately £13.5 million. The Placing received strong demand and was significantly oversubscribed.

Singer Capital Markets is acting as sole bookrunner and sole broker in connection with the Placing.

Helen Stevenson, Chair of RM, said:

"We are very pleased to announce the successful completion of the significantly oversubscribed placing and I would like to thank all those investors for supporting this raise. We look forward to reporting on RM Ava's development alongside further progress made with executing our strategy."

Consultation with Shareholders

The Company is issuing new Ordinary Shares amounting to approximately 16.9 per cent. of the existing issued ordinary share capital of the Company (the "Existing Ordinary Shares") on a non-pre-emptive basis pursuant to the Placing. Certain directors of the Company (the "Directors" or the "Board") have consulted with the Company's major institutional Shareholders ahead of the release of this Announcement. The Placing structure was chosen because it minimises cost, time to completion, as well as exposure to market volatility. The consultation has confirmed the Board's view that the Placing is in the best interests of Shareholders, as well as wider stakeholders in the Company.

Director Participation

The following Directors participated in the Placing pursuant to the terms and conditions of the Placing as set out in the Appendix to the Launch Announcement:

DirectorRoleNumber of Placing Shares subscribed forInterest in Ordinary Shares following AdmissionPercentage of the enlarged issued share capital of the Company following Admission (%)
Helen StevensonNon-Executive Chair30,559210,9260.215%
Mark CookChief Executive Officer26,315113,4600.116%
Simon GoodwinChief Financial Officer5,24210,1430.010%
Christopher HumphreyNon-Executive Director21,052221,0520.225%
Carolyn DawsonNon-Executive Director2,6312,6310.003%

Placing and Admission

The Placing Price of 95 pence per share represents a discount of 5 per cent. to the closing mid-market price of 100 pence per Ordinary Share on 9 October 2025, being the latest practicable date prior to the publication of the Launch Announcement.

The Placing Shares, when issued, will be fully paid and will rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of issue.

Applications have been made to the London Stock Exchange for admission of the Placing Shares to listing in the equity shares (commercial companies) category of the Official List of the Financial Conduct Authority (the "FCA") and to trading on the London Stock Exchange's main market for listed securities ("Admission").

Settlement for the Placing Shares and Admission are expected to take place on or around 8.00 a.m. on 14 October 2025.

The Placing is conditional upon, among other things, the Placing Agreement not being terminated in accordance with its terms and Admission becoming effective.

Total voting rights

Following Admission, the Company will have a total of 98,085,543 Ordinary Shares in issue. With effect from Admission, 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 Disclosure Guidance and Transparency Rules of the Financial Conduct Authority.

Mark Cook ( Chief Executive Officer ) Simon Goodwin ( Chief Financial Officer ) Daniel Fattal ( Company Secretary and Investor relations )

Singer Capital Markets Securities Limited - sole bookrunner and sole broker+44 207 496 3000
Asha Chotai / Tom Salvesen / Oliver Platts
Headland Consultancy (Financial PR)+44 203 805 4822

Stephen Malthouse ( smalthouse@headlandconsultancy.com ) Chloe Francklin (cfrancklin@headlandconsultancy.com) Dan Mahoney (dmahoney@headlandconsultancy.com)

Information to Distributors

UK product governance

Solely for the purposes of the product governance requirements contained within 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 Placing Shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of investors who meet the criteria of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors (for the purposes of UK Product Governance Requirements) should note that: (a) the price of the Placing Shares may decline and investors could lose all or part of their investment; (b) the Placing Shares offer no guaranteed income and no capital protection; and (c) 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, Singer Capital Markets will only procure investors who meet the criteria of professional clients and eligible counterparties.

EEA product governance

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 in the European Economic Area (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 "EU Target Market Assessment"). Notwithstanding the EU 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 EU 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 EU Target Market Assessment, Singer Capital Markets will only procure investors who meet the criteria of professional clients and eligible counterparties.

Each distributor is responsible for undertaking its own EU Target Market Assessment in respect of the Placing Shares and determining appropriate distribution channels.

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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