Issue of Equity

RNS Number : 2304S

Imaginatik PLC

06 September 2010

 



6 September 2010

Imaginatik plc

("Imaginatik" or the "Company")

Issue of equity

Imaginatik (AIM: IMTK), a leading provider of enterprise collaborative software and processes,announces that it has conditionally raised approximately £0.8 million (gross) through a placing of 53,333,332 new ordinary shares of 0.0625p each (the "Placing Shares") at a price of 1.5 pence per share (the "Placing").  The Company intends that the net proceeds of the Placing will be used generally to strengthen its balance sheet, providing an appropriate level of working capital for the business and to facilitate further growth, including the addition of high quality sales people in the US and UK.

The Placing Shares, which will rank pari passu upon issue with the existing ordinary shares of 0.0625p each in the Company (the "Ordinary Shares"), have been conditionally placed by Arbuthnot Securities Limited ("Arbuthnot") with institutional and other investors, including the directors of the Company (the "Directors"), details of which are set out below. Pursuant to the terms of the placing agreement entered into today between Arbuthnot and the Company. Arbuthnot, as agent for Imaginatik, has agreed to use its reasonable endeavours to place the Placing Shares with investors. The Placing is not underwritten. The Placing Price of 1.5 pence per Placing Share represents a discount of approximately 14.3 per cent. to the closing mid-market price per Imaginatik ordinary share on 3 September 2010, being the last dealing day prior to the date of this announcement.

The issue of the Placing Shares is conditional, amongst other things, on:

(i)         admission to trading on AIM of the Placing Shares ("Admission"); and

(ii)         the placing agreement not being terminated prior to Admission

The placing agreement contains warranties given by the Company with respect to its business and certain matters connected with the Placing.  In addition, the Company has given certain indemnities to Arbuthnot in connection with the Placing and Arbuthnot's performance of services in relation to the Placing.

The Directors' Placing participations are detailed in the table below:

Name of Director	No. of Placing Shares subscribed	% of Placing Shares subscribed	No. of Ordinary Shares held following Admission	% of Enlarged Share Capital
M. Cooper	13,333,334	25.0%	14,811,922	7.0%
S. Taylor	3,333,334	6.3%	4,712,192	2.2%
P. Morland	666,666	1.2%	2,079,464	1.0%
A. Wainwright *	2,666,666	5.0%	4,092,418	1.9%

*Mr Wainwright's subscription for Placing Shares will be satisfied through the part capitalisation of outstanding indebtedness due to be repaid to Mr Wainwright by the Company.

The aggregate subscription by the Directors constitutes a related party transaction (the "Transaction") for the purposes of the AIM Rules for Companies (the "AIM Rules"). There being no independent Directors, in accordance with the AIM Rules, Arbuthnot, the Company's Nominated Adviser, considers that the terms of the Transaction to be fair and reasonable insofar as the shareholders of the Company are concerned.

In addition, Octopus Investments Limited ("Octopus") is subscribing for 10,000,000 Placing Shares in the Placing (the "Octopus Subscription").  Octopus is a substantial shareholder in the Company, as defined in the AIM Rules. For the purposes of the AIM Rules, the subscription by Octopus also constitutes a related party transaction. The Directors (with the exception of Matt Cooper, the Chairman of the Company and also Chairman of Octopus), having consulted with Arbuthnot, the Company's Nominated Adviser, consider the terms of the Octopus Subscription to be fair and reasonable insofar as the shareholders of the Company are concerned.

Application has been made to London Stock Exchange plc for the Placing Shares to be admitted to trading on AIM.  Subject, inter alia, to admission of the Placing Shares to AIM becoming effective, dealings in the Placing Shares are expected to commence on AIM at 8.00 a.m. on 9 September 2010. The Placing Shares represent approximately 33.5 per cent. of the Company's existing issued share capital and will, when issued, represent approximately 25.1 per cent. of the Company's enlarged share capital (the "Enlarged Share Capital").

Following Admission, the Company will have 212,557,208 Ordinary Shares in issue, which figure may be used by shareholders, from Admission, 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 FSA's Disclosure and Transparency Rules.

Matt Cooper, Executive Chairman of Imaginatik, commented: -

"Further to our announcement on 18 August 2010 I am delighted that institutional investors remain committed to supporting the business. Their investment, together with a substantial investment from the directors, provides the company with an opportunity to prove its place within the growing innovation and idea management market place."

Annual Report and Notice of Annual General Meeting

Imaginatik also announces that it has sent its Report and Accounts for the year ended 31 March 2010 to shareholders, together with a notice of Annual General Meeting, to be held at 10.00 a.m. on Wednesday 29 September 2010. These documents may be accessed at www.imaginatik.com.

For further information, please contact:

Imaginatik plc	020 7917 2975
Matt Cooper, Executive Chairman
Shawn Taylor, CFO
Arbuthnot Securities Limited	020 7012 2000
Tom Griffiths/Richard Johnson
Threadneedle Communications	020 7653 9840
Caroline Evans-Jones/Hilary Millar

About Imaginatik

Imaginatik is a leading provider of web-based enterprise collaboration software. Imaginatik's core software, Idea Central, is designed to help companies focus on idea generation towards strategic business objectives, and to share, develop and review those ideas across the organisation. Some of the world's largest organisations such as Merck, Dow, Chevron, General Electric and Cargill use Imaginatik's software, consulting and leading-edge research to enable their best-of-breed innovation, cost-reduction and process improvement activities.

Having been named as a World Economic Forum Technology Pioneer and a finalist for the IBM Lotus Awards in the Best Industry Solution category, Imaginatik's software and consulting services have helped clients discover significant sources of additional revenue, as well as tangible cost savings. Imaginatik is also committed to developing strategic solutions in the field of innovation, working with academic institutions such as the Hult Business School in Boston, and the Cass School of Business, London, as well as leading practitioners of corporate innovation.

For further information please visit http://www.imaginatik.com

 

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