Firm Placing and Placing and Launch of Open Offer
Videndum plc has successfully raised gross proceeds of £85 million through a Firm Placing and a Placing and Open Offer, with new ordinary shares issued at 270 pence each. The capital raising includes a Firm Placing of 30,186,315 shares and a Placing and Open Offer of 1,295,167 shares, with the latter subject to clawback for qualifying shareholders. A significant related party transaction involves Alantra potentially acquiring shares valued at approximately £22 million. The capital raising is contingent on shareholder approval at a General Meeting scheduled for March 27, 2026, with admission and trading of the new shares expected to commence on March 30, 2026.
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VIDENDUM plc
Results of Firm Placing and Placing and Launch of Open Offer
Videndum plc ("Videndum" or the "Company") announces that, further to its announcement dated 10 March 2026 (the "Launch Announcement"), the accelerated bookbuild has closed and the Company has conditionally raised gross proceeds of £85 million (the "Capital Raising") at an Offer Price of 270 pence (post-Capital Reorganisation) per New Ordinary Share.
Defined terms in this announcement shall have the meaning ascribed to them in the Launch Announcement and/or the prospectus published by the Company (the "Prospectus"), unless otherwise specified.
The Capital Raising comprises:
- a Firm Placing of 30,186,315 New Ordinary Shares; and
- a Placing and Open Offer of 1,295,167 New Ordinary Shares,
in each case at an Offer Price of 270 pence per New Ordinary Share. All New Ordinary Shares will, when issued and fully paid, rank pari passu in all respects with the Consolidated Shares.
The Firm Placing and the Placing and Open Offer are fully underwritten by Investec Bank plc ("Investec"), subject to the terms and conditions of the Placing Agreement.
Capital Reorganisation and form of shares
For the avoidance of doubt, the New Ordinary Shares to be issued pursuant to the Capital Raising will be Consolidated Shares following the proposed Capital Reorganisation (comprising a Sub-division and Consolidation), such that the Offer Price of 270 pence per New Ordinary Share is equivalent to an issue price of 1.35 pence per Ordinary Share pre-Capital Reorganisation.
Results of the Firm Placing
Investec, acting as Sponsor, Global Co-ordinator and Sole Bookrunner, has placed 30,186,315 New Ordinary Shares ("Firm Placing Shares") with institutional investors at the Offer Price. The Firm Placing Shares are not subject to clawback and do not form part of the Placing and Open Offer.
Results of the Placing (and relationship with the Open Offer)
Investec has conditionally placed 1,295,167 New Ordinary Shares ("Placing Shares") with institutional investors at the Offer Price. The Placing Shares are subject to clawback to satisfy valid applications by Qualifying Shareholders pursuant to the Open Offer.
Open Offer
The Open Offer provides Qualifying Shareholders with the opportunity to subscribe for Open Offer Shares at the Offer Price on the basis of:
5 New Ordinary Shares for every 400 Existing Ordinary Shares
held by them and registered in their names at the Record Date (and so in proportion to any other number of Existing Ordinary Shares then held) and otherwise on the terms and conditions set out in the Prospectus (and, in the case of Qualifying Non-CREST Shareholders, the Application Form which will accompany the Prospectus). This is equivalent to 5 New Ordinary Shares for every 2 Consolidated Shares, subject to rounding for fractions, following completion of the Capital Reorganisation). The Record Date is 6:00 p.m. (London time) on 6 March 2026.
The Open Offer is not a rights issue. Open Offer Entitlements will be enabled for settlement in CREST but will not be tradeable or listed. The latest time and date for receipt of completed application forms and payments in full (and settlement of CREST instructions, as applicable) is expected to be 11:00 a.m. on 26 March 2026. Fractional entitlements will not be allotted and will be aggregated and sold for the benefit of the Company under the Placing.
Further details on the Open Offer are included in the Prospectus.
Related Party Transactions
Major Shareholders
Alantra is a related party of the Company for the purposes of the UK Listing Rules as it is a substantial shareholder of the Company which is entitled to exercise, or control the exercise of, 23.98% of the votes able to be cast at general meetings of the Company (as at the Latest Practicable Date). The maximum aggregate value of the New Ordinary Shares to be issued to Alantra pursuant to the Capital Raising is approximately £22 million. Accordingly, the issue of such New Ordinary Shares to Alantra constitutes a notifiable related party transaction falling within UK Listing Rule 8.2.1R. The Board confirms that it has approved Alantra's participation in the Capital Raising and considers it is fair and reasonable as far as Shareholders of the Company are concerned, and that the Board has been so advised by Investec as Sponsor.
The rules regarding related party transactions under UK Listing Rule 8.2 do not apply to any New Ordinary Shares issued to Alantra as a result of it taking up its Open Offer Entitlements, as such take up is exempt under paragraph 2(1) of Annex 1 to UK Listing Rule 8. Such rules are, however, applicable to any New Ordinary Shares issued to Alantra pursuant to the Firm Placing and Placing, which will amount to a maximum value of New Ordinary Shares of approximately £22 million.
The Board considers the terms of the Capital Raising Related Party Transaction, as described herein, to be fair and reasonable as far as Shareholders are concerned and the Directors have been so advised by Investec acting in its capacity as the Company's Sponsor. In providing its advice to the Directors, Investec has taken into account the Directors' commercial assessment of the Capital Raising Related Party Transaction.
General Meeting and conditions
The Capital Raising is conditional on, among other things, Shareholder approval of the Refinancing Resolutions at the Company's General Meeting expected to be held at 10:30 a.m. on 27 March 2026 at Regal House, 70 London Road, Twickenham, TW1 3QS (the "General Meeting"). If any of the conditions are not satisfied (or, where applicable, waived), the Capital Raising will not proceed.
Admission, settlement and dealings
The New Ordinary Shares will be admitted to the equity shares (commercial companies) category of the Official List and an application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on the London Stock Exchange's main market for listed securities. It is expected that Admission will become effective and dealings in the New Ordinary Shares (fully paid) will commence at 8:00 a.m. on 30 March 2026. Settlement of transactions in the Firm Placing Shares and the Placing Shares will take place within CREST (subject to certain exceptions).
The Prospectus has been published by Videndum and will be sent to Shareholders that have elected to receive hard copies of such shareholder documentation as soon as practicable, and a copy is available on the Company's website at www.videndum.com.
Notice to all investors
Information to distributors
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