Results of Capital Raising and General Meeting
Videndum plc announced the successful completion of its capital raising and general meeting, with 786,287 New Ordinary Shares accepted under the Open Offer, representing approximately 60.70% of the Open Offer Shares. All resolutions presented at the General Meeting were duly passed, including those authorizing the allotment of new shares and the disapplication of pre-emption rights. The capital reorganisation is effective March 30, 2026, at which point the total issued ordinary share capital will be 40,123,007 shares. The capital raising generated gross proceeds of approximately £85 million, with net proceeds of approximately £78.9 million, to be used for partial repayment of the revolving credit facility and to strengthen liquidity.
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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
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
We employ around 1,200 people across the world in 9 different countries. Videndum plc is listed on the London Stock Exchange, ticker: VID.
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. 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 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. | 78,744,954 | 99.91 | 68,058 | 0.09 | 78,813,012 | 76.06% | 6,591 |
| 2. To authorise the allotment of up to 39,604,939 New Ordinary Shares pursuant 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). | 78,632,966 | 99.77 | 180,046 | 0.23 | 78,813,012 | 76.06% | 6,591 |
| 3. To authorise the disapplication of pre-emption rights to the allotment of equity securities pursuant to the authority conferred by Resolutions 1 and 2 up to an aggregate nominal amount of £396,049.39. | 78,631,692 | 99.77 | 181,782 | 0.23 | 78,813,474 | 76.06% | 6,129 |
| 4. To approve the sub-division of each Existing Ordinary Share of 20 pence 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. | 78,649,061 | 99.79 | 163,962 | 0.21 | 78,813,023 | 76.06% | 6,580 |
| 5. To authorise the Directors to amend the Articles of Association to set out the rights and restrictions attaching to the Deferred Shares. | 78,651,503 | 99.79 | 162,297 | 0.21 | 78,813,800 | 76.07% | 5,803 |
| 6. To authorise the allotment of new Ordinary Shares up to an aggregate 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. | 78,627,585 | 99.77 | 184,427 | 0.23 | 78,812,012 | 76.06% | 7,591 |
| 7. To authorise the allotment of up to 194,448 new Ordinary Shares pursuant to 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). | 78,627,585 | 99.77 | 184,427 | 0.23 | 78,812,012 | 76.06% | 7,591 |
| 8. To authorise the disapplication of pre-emption rights to the allotment of equity securities pursuant to the authority conferred by Resolutions 6 and 7 up to an aggregate nominal amount of £1,944.48. | 78,627,991 | 99.77 | 184,483 | 0.23 | 78,812,474 | 76.06% | 7,129 |
Notes:
- Any proxy appointments which gave discretion to the Chair of the meeting have been included in the 'For' totals.
- 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. |
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