Result of the Placing
Videndum completed a non-pre-emptive placing of 9.3m shares at 85p, raising £8m gross.
- Placing Shares issued 9,330,310
- Placing Price per share 85 pence
- Gross proceeds raised £8 million
- Premium to closing price 24.3 per cent
- Share dilution approximately 9.99 per cent
- Total shares in issue post-Admission 103,613,404
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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.
Notice to all investors
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.
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.
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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