Comprehensive Refinancing
Summary by AI BETAClose X
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR WITHIN AUSTRALIA, CANADA, SWITZERLAND, SOUTH KOREA, ISRAEL, SOUTH AFRICA, JAPAN, SINGAPORE AND THE UNITED STATES AND ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE OR FORM PART OF A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL CONSTITUTE OR FORM PART OF ANY OFFER, INVITATION OR RECOMMENDATION TO PURCHASE, SELL OR SUBSCRIBE FOR ANY SECURITIES IN ANY JURISDICTION. NOTHING IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED AS A TERM OR CONDITION OF THE CAPITAL RAISING. NOTHING CONTAINED HEREIN SHALL FORM THE BASIS OF OR BE RELIED UPON IN CONNECTION WITH, OR ACT AS AN INDUCEMENT TO ENTER INTO, ANY INVESTMENT ACTIVITY. ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF SECURITIES MENTIONED HEREIN MUST BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE PROSPECTUS ONCE PUBLISHED. COPIES OF THE PROSPECTUS WILL, FOLLOWING PUBLICATION, BE AVAILABLE FROM THE REGISTERED OFFICE OF THE COMPANY AND ON ITS WEBSITE AT WWW.VIDENDUM.COM, SUBJECT TO APPLICABLE LAW AND REGULATIONS. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE UK VERSION OF THE MARKET ABUSE REGULATION (EU 596/2014) WHICH IS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.
10 March 2026
VIDENDUM plc
Comprehensive Refinancing
Videndum plc ("Videndum" or the "Company", and together with its subsidiaries, the "Group") is pleased to announce the final terms of its comprehensive Refinancing, including a significant equity raise. Following completion of the Refinancing, the Company will have significantly deleveraged its capital structure and materially improved its key credit metrics and believes it will be well positioned to deliver on its business potential.
Key highlights
· £111.7m reduction in 31 December 2025 pro forma net debt to £31.2m (including £25.8m of finance leases) supported by:
- Underwritten gross £85m (net c.£78.9m) Firm Placing (96%), Placing and Open Offer (4%) at an Offer Price of 270 pence per New Ordinary Share (equivalent to a pre-Consolidation issue price of 1.35 pence per ordinary share)
- The equitisation of £23m of Existing RCF debt by Polus Capital in exchange for new equity
- The write off and release of £15.8m of Existing RCF debt by the Lenders
· Approximately £60m of ongoing debt facilities with Polus Capital as the main lender
· The net equity proceeds will be used as follows:
- £50m pay down of the Existing RCF and pay £6m of fees relating to the lender process
- The new debt facilities and remaining net proceeds will increase the group's ongoing liquidity and headroom
· Equity raise upsized from £70m to £85m following signficant demand from institutional investors
· In the medium term, the Board expects the Group to deliver revenue in excess of £350m and is targeting a mid-teen EBITDA margin
· For FY26, the Board expects good revenue growth, supported by the introduction of new products in both FY25 and FY26. The Board's expectations for FY26 remain unchanged
· Shareholder resolutions to approve, inter alia, the issue of the New Ordinary Shares and a Capital Reorganisation, including a share Consolidation to achieve a more appropriate share price for the equity raise and going forward
· The equity raise and equitisation of Existing RCF debt is expected to complete on 30 March 2026
· If the Refinancing does not proceed, the Company and its Lenders have agreed in principle to a lender-led alternative transaction. This transaction would preserve the ability of the Group (other than the Company) to trade as a going concern, but would be highly likely to result in no or de minimis recovery for existing shareholders
Stephen Harris, Chairman, said:
"The Board believes the Refinancing is in the best interests of shareholders taken as a whole and other stakeholders. Our markets have been tough but we believe the prospects are there. We've focused the Group's operations, enacted significant self-help actions and have clear strategic levers to improve performance. Videndum is embedded at the heart of content creation, with mission critical products that attach to and support camera systems across professional workflows.
Securing a stable and sustainable financial capital structure enables us to focus on achieving medium term group revenues greater than £350 million, together with a mid-teen EBITDA margin."
The Firm Placing and Placing are being conducted by way of an accelerated bookbuild process, which will be launched immediately following this announcement and is subject to the terms and conditions set out in Appendix III to this announcement (which forms part of this announcement).
Investec is acting as Sponsor, Global Co-ordinator and Sole Bookrunner to Videndum in connection with the Capital Raising.
Prospectus
A prospectus setting out full details of the proposed Capital Reorganisation, Capital Raising and Debt for Equity Conversion (the "Prospectus") is expected to be published on Videndum's website later today. The preceding summary should be read in conjunction with the full text of the following announcement, together with the Prospectus.
Unless the context otherwise requires, words and expressions defined in the Prospectus shall have the same meanings in this announcement.
For further information, please contact:
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Videndum plc Stephen Harris, Chairman Brian Morgan, Group Chief Financial Officer |
+ 44 (0) 20 8332 4602 |
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Investec Bank plc (Sponsor, Global Co-ordinator and Sole Bookrunner) Christopher Baird, David Flin, Charles Craven, Duncan Smith, Ben Griffiths |
+44 (0) 20 7597 5970 |
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Lazard & Co., Limited (Financial Adviser) Richard Shaw, Edward Earlam, Simon Chambers, James Simpson |
+44 (0) 20 7187 2000
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FTI Consulting (Communications Adviser) Richard Mountain, Ben Fletcher |
+44 (0) 20 3272 1340 |
The person responsible for release of this announcement on behalf of Videndum is Jon Bolton, Company Secretary.
Important notices
This announcement has been issued by and is the sole responsibility of the Company. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may or should be placed by any person for any purpose whatsoever on the information contained in this announcement or on its accuracy, fairness or completeness. The information in this announcement is subject to change without notice.
This announcement is not a prospectus (or a prospectus equivalent document) but an advertisement for the purposes of the Public Offers and Admissions to Trading Regulations 2024 (the "POATR") and the Prospectus Rules: Admission to Trading on a Regulated Market of the FCA (the "PRM"). Neither this announcement nor anything contained in it shall form the basis of, or be relied on in conjunction with, any offer or commitment whatsoever in any jurisdiction. Investors should not acquire any New Ordinary Shares referred to in this announcement except on the basis of the information contained in the Prospectus to be published by the Company in connection with the Capital Raising. Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement. The Prospectus will provide further details of the New Ordinary Shares being offered pursuant to the Capital Raising.
This announcement (and the information contained herein) is not for release, publication, transmission, forwarding or distribution, directly or indirectly, in whole or in part, in, into or within the United States of America, its territories and possessions, any State of the United States or the District of Columbia (collectively, the "United States"). This announcement is for information purposes only and is not intended to constitute, and should not be construed as, an offer to sell or issue, or a solicitation of any offer to purchase, subscribe for or otherwise acquire, securities in the United States. Securities may not be offered or sold in the United States absent registration under the US Securities Act of 1933, as amended (the "US Securities Act"), or an exemption therefrom. The New Ordinary Shares have not been and will not be registered under the US Securities Act or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, pledged, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. No public offering of the New Ordinary Shares has been or will be made in the United States. Subject to certain limited exceptions, Application Forms have not been, and will not be, sent to, and Open Offer Entitlements have not been, and will not be, credited to the CREST account of, any Qualifying Shareholder with a registered address in or that is known to be located in the United States. None of the New Ordinary Shares, Open Offer Entitlements, Application Forms, this announcement or any other document connected with the Capital Raising has been or will be approved or disapproved by the United States Securities and Exchange Commission or by the securities commissions of any state or other jurisdiction of the United States or any other regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the New Ordinary Shares, or the accuracy or adequacy of the Application Forms, this announcement or any other document connected with the Capital Raising. Any representation to the contrary is a criminal offence in the United States.
This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for New Ordinary Shares or to take up any entitlements to New Ordinary Shares in any jurisdiction. No offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for New Ordinary Shares or to take up any entitlements to New Ordinary Shares will be made in any jurisdiction in which such an offer or solicitation is unlawful. The information contained in this announcement and the Prospectus is not for release, publication or distribution to persons in Australia, Canada, Switzerland, South Korea, Israel, South Africa, Japan, Singapore and the United States, and any other jurisdiction where the extension or availability of the Capital Raising (and any other transaction contemplated thereby) would breach any applicable law or regulation, and, subject to certain exceptions, should not be distributed, forwarded to or transmitted in or into any jurisdiction, where to do so might constitute a violation of local securities laws or regulations.
The distribution of this announcement, the Prospectus, the Application Form and the offering or transfer of New Ordinary Shares into jurisdictions other than the United Kingdom may be restricted by law, and, therefore, persons into whose possession this announcement, the Prospectus, the Application Form and/or any accompanying documents comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction. In particular, subject to certain exceptions, this announcement, the Prospectus (once published) and the Application Forms (once printed) should not be distributed, forwarded to or transmitted in, into or within Australia, Canada, Switzerland, South Korea, Israel, South Africa, Japan, Singapore and the United States, or any other jurisdiction where the extension or availability of the Capital Raising (and any other transaction contemplated thereby) would breach any applicable law or regulation.
Recipients of this announcement and/or the Prospectus should conduct their own investigation, evaluation and analysis of the business, data and property described in this announcement and/or the Prospectus. This announcement does not constitute a recommendation concerning any investor's options with respect to the Capital Raising. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each shareholder or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.
Notice to all investors
Investec Bank plc ("Investec") is authorised in the United Kingdom by the Prudential Regulation Authority and regulated in the United Kingdom by the FCA. Investec is acting exclusively for Videndum and for no one else in connection with the Capital Raising and will not regard any other person as a client in relation to the Capital Raising and neither Investec nor any of its affiliates, subsidiaries or branches will be responsible to anyone other than Videndum for providing the protections afforded to its clients or clients of its affiliates, nor for providing advice in connection with the Capital Raising or any other matter, transaction or arrangement referred to in this announcement.
Lazard & Co., Limited ("Lazard"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as financial adviser to Videndum and no one else in connection with the Refinancing and will not be responsible to anyone other than Videndum for providing the protections afforded to clients of Lazard nor for providing advice in relation to the Refinancing or any other matters referred to in this announcement. Neither Lazard nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard in connection with this announcement, any statement contained herein or otherwise.
Apart from the responsibilities and liabilities, if any, which may be imposed on each of Lazard and Investec by FSMA or the regulatory regime established thereunder, neither Lazard nor Investec nor any of their respective subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard or Investec in connection with the Capital Raising, this announcement, any statement contained herein, or otherwise.
Apart from the responsibilities and liabilities, if any, which may be imposed on Lazard or Investec by FSMA or the regulatory regime established thereunder, or under the regulatory regime of any other jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Lazard nor Investec, nor any of their respective affiliates, directors, officers, employees or advisers, accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to contents of this announcement or any other information made available to or publicly available to any interested party or its advisers, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, and any liability therefore is expressly disclaimed. None of the information in this announcement has been independently verified or approved by Lazard, Investec or any of their respective affiliates.
Investec, in accordance with applicable legal and regulatory provisions, may engage in transactions in relation to the New Ordinary Shares and/or related instruments for its own account for the purpose of hedging its underwriting exposure or otherwise. In connection with the Capital Raising, Investec and any of its affiliates, acting as investors for their own accounts, may acquire New Ordinary Shares as a principal position and in that capacity may retain, acquire, subscribe for, purchase, sell, offer to sell or otherwise deal for their own accounts in such New Ordinary Shares and other securities of the Company or related investments in connection with the Capital Raising or otherwise. Accordingly, references in this announcement to the New Ordinary Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue, offer, 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 (including swaps or contracts for difference) with investors in connection with which Investec (or its affiliates) may from time to time acquire, hold or dispose of New Ordinary Shares.
In the event that Investec acquires New Ordinary Shares which are not taken up by Qualifying Shareholders, Investec may co-ordinate disposals of such shares in accordance with applicable law and regulation. Except as required by applicable law or regulation, Investec and its affiliates do not propose to make any public disclosure in relation to such transactions.
Information to distributors
Solely for the purposes of the product governance requirements of 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 New Ordinary Shares have been subject to a product approval process, which has determined that they each are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in Chapter 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, "distributors" (for the purposes of the UK Product Governance Requirements) should note that: the price of the New Ordinary Shares may decline and investors could lose all or part of their investment; the New Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the New Ordinary 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 any contractual, legal or regulatory selling restrictions in relation to the Capital Raising. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Investec will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (i) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A, respectively, of the FCA Handbook Conduct of Business Sourcebook; or (ii) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to, the New Ordinary Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the New Ordinary Shares and determining appropriate distribution channels.
Forward-looking statements
This announcement contains forward-looking statements, including with respect to financial information, that are based on current expectations or beliefs, as well as assumptions about future events. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. In some cases, forward-looking statements use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could", "is confident", or other words of similar meaning.
None of the Company, its officers, advisers or any other person gives any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur, in part or in whole.
No undue reliance should be placed on any such statements because they speak only as at the date of this announcement and, by their very nature, they are subject to known and unknown risks and uncertainties and can be affected by other factors that could cause actual results, and the Company's plans and objectives, to differ materially from those expressed or implied in the forward-looking statements. No representation or warranty is made that any forward-looking statement will come to pass. You are advised to read the Prospectus when published and the information incorporated by reference therein in their entirety, and, in particular, the section of the Prospectus headed "Risk Factors", for a further discussion of the factors that could affect the Group's future performance and the industry in which it operates. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements, including statements regarding prospective financial information, in this announcement may not occur. In addition, even if the Group's actual results of operations, financial condition and the development of the business sectors in which it operates are consistent with the forward-looking statements contained in the Prospectus, those results or developments may not be indicative of results or developments in subsequent periods. These statements are not fact and should not be relied on as being necessarily indicative of future results, and readers of this announcement are cautioned not to place undue reliance on the forward-looking statements, including those regarding prospective financial information.
No statement in this announcement is intended as a profit forecast or estimate for any period, and no statement in this announcement should be interpreted to mean that underlying operating profit for the current or future financial years would necessarily be above a minimum level, or match or exceed the historical published operating profit or set a minimum level of operating profit, nor that earnings or earnings per share or dividend per share for the Company for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share or dividend per share for the Company.
Neither the Company nor Lazard or Investec or their respective affiliates are under any obligation to update or revise publicly any forward-looking statement contained within this announcement, whether as a result of new information, future events or otherwise, other than in accordance with their legal or regulatory obligations (including, for the avoidance of doubt, the POATR, the PRM, the UK Listing Rules, UK MAR, FSMA and the Disclosure Guidance and Transparency Rules). Additionally, statements of the intentions or beliefs of the board of directors of the Company reflect the present intentions and beliefs of the board of directors of the Company as at the date of this announcement and may be subject to change as the composition of the board of directors of the Company alters, or as circumstances require.
VIDENDUM PLC
Proposed £85 million underwritten Capital Raising by way of Firm Placing and Placing and Open Offer
Proposed Debt for Equity Conversion
Proposed Capital Reorganisation
Videndum plc ("Videndum" or the "Company", and together with its subsidiaries, the "Group") is pleased to announce the final terms of its comprehensive Refinancing, including a significant equity raise. Following completion of the Refinancing, the Company will have significantly deleveraged its capital structure and materially improved its key credit metrics and believes it will be well positioned to deliver on its business potential.
1. Introduction to the Capital Raising
Videndum announces today that it proposes to raise gross proceeds of approximately £85 million through a Firm Placing and Placing and Open Offer (the "Capital Raising"). The Capital Raising is being proposed as part of a broader set of Refinancing proposals agreed with the Company's Lenders, comprising the Capital Reorganisation, the Capital Raising, the Debt for Equity Conversion and the Debt Repayment and Restructuring, each as described more fully below.
Pursuant to the Capital Raising, 30,186,315 New Ordinary Shares will be issued through the Firm Placing and 1,295,167 New Ordinary Shares will be issued through the Placing and Open Offer, on the basis of 5 New Ordinary Shares for every 400 Existing Ordinary Shares held by Qualifying Shareholders at the Record Date (equivalent to 5 New Ordinary Shares for every 2 Consolidated Shares (subject to rounding for fractions) held by Qualifying Shareholders following completion of the Capital Reorganisation), in each case at an Offer Price of 270 pence per New Ordinary Share (which is equivalent to an issue price of 1.35 pence per Ordinary Share before the Capital Reorganisation). In addition, 8,123,457 New Ordinary Shares will be issued pursuant to the Debt for Equity Conversion at an Offer Price of 270 pence per New Ordinary Share (which is equivalent to an issue price of 1.35 pence per Ordinary Share before the Capital Reorganisation). For the avoidance of doubt, the New Ordinary Shares to be issued pursuant to the Capital Raising and the Debt for Equity Conversion will be Consolidated Shares.
The Company is currently in a closed period under MAR pending the announcement of the Full Year 2025 Results, which are expected to be released on or around 31 March 2026. Accordingly, while certain Directors and Senior Managers would like to participate in the Capital Raising, they are not currently permitted to do so under MAR. However, the Board recognises the importance of Directors' and Senior Managers' participation for Shareholders and as such, assuming the successful completion of the Capital Raising and the passing of the Director and Senior Manager Subscription Resolutions, the Participating Directors and certain Senior Managers have indicated their intention to subscribe for the Director and Senior Manager Subscription Shares at the Offer Price as soon as they are able to do so.
Taking into account the effect of the Capital Reorganisation, the Offer Price represents a discount of 87% to the Consolidated Closing Price of 2,070 pence on 6 March 2026 (being the Latest Practicable Date). The Offer Price (and the discount) has been set by the Directors following their assessment of the prevailing market conditions and anticipated demand for the Capital Raising Shares. The Board, having taken appropriate advice from its advisers, believes that the Offer Price (including the discount) is appropriate in the circumstances.
The Firm Placing and the Placing and Open Offer have been fully underwritten by Investec, subject to the conditions set out in the Placing Agreement.
2. Background to and reasons for the Refinancing
2.1 Company overview
Videndum is a leading global provider of premium branded hardware products and software solutions to the content-creation market. The Group is embedded at the heart of professional content creation, providing mission-critical products which attach to and support camera systems across professional workflows. Its portfolio of industry-recognised brands occupies defensible niches through strong product positioning, innovative technology and, in many cases, leadership in market share, supporting customer stickiness and high switching costs. Customers include professional photographers and videographers; TV broadcasters, production companies and location crews; film and production companies; and live-streaming enterprises.
Videndum's products typically attach to, or support, a camera for broadcast, cinematic, video and photographic applications and are offered as a cohesive package. The portfolio includes camera supports, video transmission systems and monitors, live-streaming solutions, robotic camera systems, prompters, LED lighting, mobile power, carrying solutions, backgrounds, audio capture and noise-reduction equipment. In FY25, revenue was diversified across the Group's three core end-markets, comprising approximately 49% from ICC, approximately 28% from Cine and scripted TV and approximately 23% from Broadcast.
The Group has progressed its strategic and operational initiatives, implementing a two-divisional structure from January 2026 comprising Videndum Production Imaging ("VPI") and Videndum Creative Solutions ("VCS"). Portfolio and cash actions have included the disposal of the consumer-oriented JOBY brand, the transfer of the Amimon intellectual property to VCS and the disposal of the Group's Amimon operation in Israel, alongside inventory reduction of approximately £15 million during FY25 and strengthened governance. Operationally, the Group has rejuvenated its New Product Introduction ("NPI") process (supporting the launch of 22 new product lines), reinstated pricing discipline and advanced margin expansion and efficiency initiatives through procurement-led product cost reduction and improved factory utilisation.
The Group is also simplifying its footprint and reducing duplicated overheads, including through the transfer of manufacturing from Bury St Edmunds (UK) to Feltre (Italy) and Cartago (Costa Rica), the closure of the Ashby-de-la-Zouch site (with manufacturing outsourced or moved to Feltre and storage to Bury St Edmunds), headcount reduction from approximately 1,500 to approximately 1,250 during 2025, the closure of the Group's Australia operations with a transition to a third-party distribution model fulfilled from the Group's China and EU warehouses and simplification of operations in China to lower the cost base. These actions are intended to streamline operations, reduce overheads and support margin restoration as volumes normalise, and have contributed to approximately £15 million of in-year savings in 2025 (with an expected annualised exit run-rate of approximately £19 million by year-end 2025), with a further £8 million targeted in 2026.
Market indicators have begun to improve. In ICC, Support sales have historically tracked Interchangeable Lens Camera sales with a lag of approximately two years and 2025 Interchangeable Lens Camera sales were up double-digits year-on-year, with the Group exiting the consumer end of this market through the sale of JOBY in Q3 2025. In Cine and scripted TV, production starts increased steadily from Q4 2024 to Q3 2025 and current estimates for Q1 2026 are encouraging. In Broadcast, while the market remains broadly flat, the Group is seeing stronger growth in Outside Broadcast and sports coverage.
2.2 Strategic, operational and financial priorities
Strategic priorities
The Group is sharpening its focus on professional content creation, concentrating resources on core professional segments across Broadcast, Cine and scripted TV and pro-ICC, while continuing to exit non-core brands and assets. The strategy includes accelerating innovation in core categories (including improved NPI cadence), consolidating and strengthening R&D activities, exploiting Assistive AI and strengthening go-to-market execution through deeper key customer/channel relationships, increased marketing investment and geographic expansion (including in Asia).
Operational priorities
Management is executing a structured efficiency and simplification programme which seeks to restore margins and improve cash generation. Key actions include implementation of a two-divisional structure from January 2026, footprint simplification and manufacturing consolidation, reinstated pricing discipline (including tighter control of channel discounting and improved coordination of promotional spend), and margin/efficiency initiatives (procurement-led product cost reduction and improved factory utilisation). The cost reduction programme delivered approximately £15 million of in-year savings in FY25, with a further £8 million targeted in FY26, supported by headcount optimisation and tighter discretionary spend.
Financial priorities
Videndum is embedding a focus on cash, costs and liquidity as a core pillar of its financial strategy. The Group is maintaining strict control over operating costs and discretionary spend, with liquidity management treated as a core operational KPI alongside profitability.
The Group's near-term focus is on liquidity, working capital optimisation and deleveraging: inventory reduction has been a key focus area (approximately £15 million reduction during FY25), alongside portfolio/cash actions (including disposals) and disciplined capital allocation. Post-Refinancing, management expects reduced debt-related costs and operating leverage as volumes normalise, and remains focused on sustainable medium-term growth, targeting revenue greater than £350 million and a mid-teen EBITDA margin.
For FY26, the Board expects good revenue growth, supported by the introduction of new products in both FY25 and FY26. The Board's expectations for FY26 remain unchanged.
Looking to the medium term, the Board remains focused on driving sustainable growth and expects the Group to deliver revenue in excess of £350 million, while targeting a mid-teen EBITDA margin. This outlook is expected to be underpinned by a combination of end-market recovery and self-help initiatives, including: (i) normalisation in Cine and scripted TV, supporting demand for the Group's wireless video and monitoring solutions; (ii) continued strength in Outside Broadcast and sports, alongside a broader broadcast automation/robotics and prompting upgrade cycle; (iii) structurally rising pro-creator demand in ICC as camera shipments recover; (iv) an accelerated NPI cadence to stimulate upgrade and replacement cycles; (v) tighter pricing discipline, including more controlled promotional discounting aligned with cost reduction, to support volume recovery without sacrificing mix; and (vi) incremental growth from Asia expansion and increased marketing investment.
2.3 Requirement for the Refinancing
Historic trading
In December 2024, the Company identified that it was at risk of breaching certain financial covenants under the Existing RCF. Following discussions with the Lenders, the Company agreed amendments to the December 2024 covenant levels and the introduction of additional financial covenants in February 2025. As part of these amendments, the Lenders reduced the aggregate commitments available under the Existing RCF from £150 million to £129 million.
Following the end of 2024, the amended December covenant tests were met, and both the February 2025 and March 2025 covenants tests were waived. In April 2025, the Company entered into a further agreement with the Lenders to reset the covenant package and reinstate £10 million of commitments under the Existing RCF, increasing total available liquidity under the Existing RCF to £139 million. This agreement was conditional on: (i) the completion of an equity placing to raise gross proceeds of £6 million; and (ii) certain amendments to the Existing RCF providing the Lenders with enhanced enforcement rights, including, in certain circumstances, the ability to trigger an event of default and enforce security should the Company fail to complete a refinancing or agree an alternative deleveraging plan by October 2025. Given the maturity date of the Existing RCF in August 2026, the Company planned to facilitate a refinancing during 2025 through a private credit process. The Company subsequently completed an equity placing raising approximately £8 million (gross), as announced on 30 April 2025.
The Group subsequently launched a process to fully or partially refinance the Existing RCF in April 2025. Despite the level of effort undertaken, progress was hampered by difficult market conditions and general economic uncertainty, and it was not possible to complete the proposed private credit process. In light of this, the Group held constructive discussions with the Lenders in relation to an alternative deleveraging plan to improve the Company's liquidity and establish a prudent and sustainable capital structure, from which it can implement its strategy going forward.
On 16 October 2025, the Company announced to the market that constructive discussions regarding the deleveraging plan covenant remained ongoing and would require new sources of liquidity, including a combination of disposal proceeds and the raising of new debt and equity. Additionally, the Lenders requested a trailing last twelve-month October EBITDA covenant of £10 million, with the expectation that sufficient progress will be made on the deleveraging plan such that, should trading fall short or the deleveraging plan not be agreed, the Lenders will waive or defer both covenants.
On 23 December 2025, the Company announced that it had agreed in principle with the Lenders and the Company's two largest shareholders the main components of the proposed Refinancing, comprising: (i) a Firm Placing, Placing and Open Offer to raise approximately £70 million (gross); (ii) the equitisation of approximately £23 million of Existing RCF debt by Polus Capital in exchange for new equity pursuant to the Debt for Equity Conversion; (iii) the repayment of approximately £50 million of the Existing RCF from the proceeds of the Capital Raising; and (iv) the restructuring of the remainder of the Existing RCF (including new term loan tranches and the entry into a new three-year Super Senior Facility underwritten by Polus Capital). The Company also announced that all relevant covenant tests under the Existing RCF had been extended or waived, providing the Company with additional time to progress the Refinancing.
Forthcoming, as yet unpublished, Full Year 2025 Results
The Prospectus will include a clean working capital statement, which has been made on the basis that the Refinancing has completed, confirming the working capital available to the Group is sufficient for its present requirements (that is, for at least 12 months following the date of the Prospectus).
The Full Year 2025 Results are currently expected to be published on or around 31 March 2026. While the Full Year 2025 Results and the audit thereof have not been finalised, the Directors expect that, notwithstanding completion of the Refinancing, they (and the Group's auditors, in their corresponding audit opinion) will include a statement of material uncertainty related to going concern in the Full Year 2025 Results, which may cast significant doubt over the Group's ability to continue as a going concern. This statement of material uncertainty will relate to the period which is more than 18 months after the date on which the Full Year 2025 Results are published, and will therefore relate to the period which is more than 18 months after the date of the Prospectus. Accordingly, it will relate to the period which is after the 12-month going concern assessment period in respect of the Full Year 2025 Results and after the 12-month working capital assessment period in respect of the Prospectus. In preparing and/or considering the Full Year 2025 Results, the Directors and the Group's auditors (as applicable) have had regard to paragraph 8.9 of The Financial Reporting Council's Guidance on the Going Concern Basis of Accounting and Related Reporting, issued on 25 February 2025, which states that "the auditor also must inquire about events or conditions beyond the period of the directors' assessment that may cast significant doubt on the company's ability to continue as a going concern. When such events or conditions are identified, the auditor requests the directors to evaluate their potential significance on the going concern assessment".
If the Refinancing successfully completes and the Group trades at the levels modelled in the stress test applied by the Directors and considered by the Group's auditors for the purposes of the going concern assessment in respect of the Full Year 2025 Results, the Group is forecast to have positive liquidity for at least 18 months. However, in this stress test scenario, it is possible that a sale, further restructuring or other fundamental re-organisation of the Group could be required to be implemented more than 18 months after the date of the Full Year 2025 Results, and more than 18 months after the date of the Prospectus. The Directors expect the statement of material uncertainty will be included in the Full Year 2025 Results because, in such circumstances, the Directors may need to consider such actions, and take certain preparatory steps in relation thereto, within the final months of the 18 month period following the date of the Full Year 2025 Results (albeit such actions would not be required to be implemented until more than 18 months after the date of the Full Year 2025 Results, and until more than 18 months after the date of the Prospectus). There is no guarantee that the Group could carry out such actions if required at such time, nor that any such actions would be sufficient. The statement of material uncertainty expected to be included in the Full Year 2025 Results relates to the period which is beyond the 12-month going concern assessment period in respect of the Full Year 2025 Results and beyond the 12-month working capital assessment period in respect of the Prospectus. Accordingly, such statement of material uncertainty will be consistent with and does not modify, qualify or contradict the working capital statement that will be set out in the Prospectus.
Alternative transaction should the Refinancing not proceed
If Shareholders do not vote in favour of the Refinancing Resolutions, the Refinancing will not take place. The Lenders have waived certain of the financial covenants and the requirement to deliver to the Lenders a deleveraging plan in respect of the Company in the Existing RCF on a periodic basis since October 2025 and have now agreed, pursuant to the Restructuring Implementation Deed, to further waivers of these matters which will lapse in circumstances where the Restructuring Implementation Deed is terminated in accordance with its terms (including if the Company announces that the Capital Raising will not proceed). Subject to the Lender-led Alternative Transaction, following the expiry of these waivers, there will be continuing events of default under the Existing RCF, entitling the Lenders to accelerate the Existing RCF whereby it would become immediately due and the outstanding amount of £131.7 million would become payable on the date of such acceleration, in the absence of a further waiver or deferral from the Lenders which becomes immediately effective on such date. The Company anticipates that this would give rise to an immediate liquidity shortfall of up to £131.7 million. The Lenders would also have the right to take immediate steps to enforce their existing security over shares in certain Group companies and other key assets of the Group as a result of the failure of the Refinancing.
As part of the negotiations with the Lenders to agree the Debt Repayment and Restructuring and the Debt for Equity Conversion, the Company and the Lenders have agreed in principle that an alternative Lender-led enforcement transaction will be implemented if the Refinancing Resolutions are not passed at the General Meeting, and accordingly the Capital Reorganisation, the Capital Raising, the Debt for Equity Conversion and the Debt Repayment and Restructuring do not proceed (the "Lender-led Alternative Transaction"). Given this agreement in principle, the Company considers that further waivers and deferrals from the Lenders would be very unlikely, other than any such waivers or deferrals which are required to implement the Lender-led Alternative Transaction. Under the terms of the Lender-led Alternative Transaction, if each of the Refinancing Resolutions is not passed at the General Meeting, it is expected that, to implement the agreed terms of the Lender-led Alternative Transaction, the Lenders would instruct the agent under the Existing RCF to serve notice accelerating the Existing RCF and enforce their existing security over shares in the Company's wholly-owned subsidiary, Videndum Group Limited ("Videndum Midco"), by the appointment of a receiver. This receiver would subsequently effect the sale of Videndum Midco to a new holding company which is wholly-owned by the Lenders ("LenderCo"), which will likely be for nominal consideration (based on an independent valuation of Videndum Midco), resulting in de minimis value remaining in the Company.
The Company expects, following engagement with the Lenders, that LenderCo would continue to run the Group's existing business as a going concern. In order to facilitate this, the Lenders have agreed in principle to restructure the Existing RCF and provide additional funding to Videndum Midco and its subsidiaries as part of the Lender-Led Alternative Transaction. Shareholders would not have any ability to participate in the Lender-led Alternative Transaction or receive any shares in LenderCo.
Given that Videndum Midco is the Company's only subsidiary and is the direct or indirect holding company of all the Company's operating subsidiaries, the Company would no longer be able to carry on the Group's business following the implementation of the Lender-led Alternative Transaction, and the Company would not have any material assets. It is expected that the Company would be wound-up following the implementation of the Lender-led Alternative Transaction. In order for the Company to be wound-up on a solvent basis, it is expected that funding will be needed from LenderCo and, therefore, whether or not the Company can be solvently wound-up will be dependent upon, among other things, the availability of such funding from the Lenders. However, even if the Company were to be wound-up on a solvent basis, the Company considers it is highly likely that the Lender-led Alternative Transaction would result in no or de minimis value being returned to Shareholders.
The Lender-led Alternative Transaction has been negotiated and prepared with the Lenders alongside the Refinancing and is intended to be implemented ("Enforcement Day") in accordance with an agreed set of terms if the Refinancing Resolutions are not passed at the General Meeting. If any of the Refinancing Resolutions is not passed, the Company expects that Enforcement Day would occur, and accordingly that the Lender-led Alternative Transaction would be implemented, on a date which is within approximately four weeks from the date of the General Meeting, reflecting a short gap between the date of the General Meeting and Enforcement Day for administrative purposes and for appropriate consultation with the trustee of the Group's pension scheme. However, there can be no certainty that Enforcement Day would not occur sooner.
While it is currently anticipated that the Lender-led Alternative Transaction would be implemented if Shareholders do not vote in favour of the Refinancing Resolutions at the General Meeting (which would be achieved by the Lenders instructing the agent under the Existing RCF to serve notice accelerating the Existing RCF and enforce their existing security over shares in Videndum Midco by appointing a receiver), should the Lenders choose not to implement the Lender-led Alternative Transaction or it was otherwise incapable of implementation, absent further waivers and deferrals under the Existing RCF from the Lenders (which the Company does not consider would be forthcoming), the Lenders would have the right to accelerate the Existing RCF, whereby it would become immediately due and the outstanding amount of £131.7 million would become payable with effect from the date of the General Meeting. The Company anticipates that this would give rise to an immediate liquidity shortfall of up to £131.7 million and it would also give rise to the Lenders' right to enforce their existing security. In these circumstances the Company does not consider that it would have any alternative actions available to it to prevent it from entering into insolvency proceedings, and the Company would likely enter into insolvency proceedings shortly thereafter. While the implementation method of any such insolvency process is not known, the Company expects that it would lead to a break-up sale of the Group's assets, with assets being sold either by the insolvency practitioner or further to the Lenders enforcing their security. Given the value of the Group's assets relative to the amount outstanding under its Existing RCF and the security granted over such assets in favour of the Group's creditors, it is very unlikely that this would result in any value being returned to Shareholders.
In addition, given that the Lender-led Alternative Transaction has been agreed in principle with the Lenders as the alternative path forward if the Refinancing does not proceed, the Company expects that it will not be possible to negotiate any further waivers or deferrals under the Existing RCF or an alternative transaction if the Refinancing does not proceed.
The Company has therefore today announced its proposal to effect the Refinancing, comprising the Capital Reorganisation, the Capital Raising, the Debt for Equity Conversion and the Debt Repayment and Restructuring, which the Board considers is in the best interests of Shareholders, and in order to prevent the Existing RCF becoming immediately due and payable upon the expiry of the aforementioned waivers, which the Company expects would give rise to the consequences described above. In addition, the Refinancing will support a reduction in the Group's Leverage, which the Directors believe would establish a prudent and sustainable capital structure for Videndum from which the Company can execute its strategy.
3. Use of proceeds
The Company expects to raise gross proceeds of approximately £85 million through the Capital Raising. The aggregate expenses of, or incidental to, the Capital Raising to be borne by the Company are estimated to be approximately £6.1 million (excluding VAT). Accordingly, the net proceeds are expected to be approximately £78.9 million (after deduction of estimated commissions, fees, expenses and excluding VAT).
£50 million in net proceeds is intended to fund a partial repayment of the Existing RCF, with a further £15.8 million of the Existing RCF being written off and released by the Lenders and £23 million being written off and released pursuant to the Debt for Equity Conversion. The remaining amount of £45 million owed under the Existing RCF will be restructured into the Senior Facility of £45 million with the Lenders (comprising a £31.5 million term loan with Polus Capital with a three-year maturity and a £13.5 million term loan with the Lenders with a two-year maturity), and the Company will also enter into the Super Senior Facility of £15 million, underwritten by Polus Capital. This will result in a significant reduction in net debt of £111.7 million upon completion of the Refinancing. The remaining net proceeds from the Capital Raising and liquidity under the Super Senior Facility will be used to strengthen the Group's liquidity position and support the management of the go-forward capital position.
The overall effect is intended to prevent the Existing RCF becoming immediately due and payable upon the expiry of the aforementioned waivers and the associated consequences described above, and also to establish a prudent and sustainable capital structure for Videndum from which the Company can execute its strategy. The Company believes that this represents the optimal approach to improve liquidity, deleverage its balance sheet, address the Group's immediate challenges and position the Company to capitalise on a recovery in end-market demand.
Assuming successful completion of the Refinancing, the Company believes that the Group will be well positioned in the medium to longer term. As a leading global provider of premium branded hardware products and software solutions to the content-creation market, the Company is confident of returning the Group to profitable growth when there is a market recovery whilst maintaining a prudent capital structure.
4. Current trading and outlook
Following a softer start to the financial year during FY25, trading strengthened quarter-on-quarter resulting in the Group delivering revenues of approximately £228 million, which supports a full year outturn in line with the Board's expectations.
During FY25 the Group has successfully executed approximately £15 million of cost savings, with a further £8 million expected to be realised in FY26. The Group achieved this through operational progress across product, pricing, footprint and reduced costs. The Group's NPI process has been rejuvenated, supporting the successful launch of 22 new product lines across the Group. Pricing discipline has been reinstated, including tighter control of channel discounting and improved coordination of promotional spend.
The Group has continued to simplify its strategic and operational structure. The Group implemented a simplified two-division operating model with effect from January 2026 (VPI and VCS). At an operational level this included the closure of two manufacturing facilities in the UK, with production transferred to Feltre and Cartago and, where appropriate, outsourced. Operations have also been consolidated across Asia Pacific and Europe, reducing complexity and duplication of overheads.
These actions have supported margin expansion through lower product costs and outsourced services, achieved via procurement initiatives, as well as improved operating efficiencies from higher utilisation of manufacturing facilities following consolidation. Operating expenses have been reduced through headcount optimisation, improved sourcing of third-party support and enhanced management of discretionary spend. The Group also undertook targeted asset disposals, including the disposal of its consumer-oriented JOBY brand, the transfer of Amimon intellectual property to VCS in the US, the disposal of its Amimon operation in Israel, and an inventory reduction of approximately £15 million to date.
For FY26, the Board expects good revenue growth, supported by the introduction of new products in both FY25 and FY26. The Board's expectations for FY26 remain unchanged. Looking to the medium term, the Board remains focused on driving sustainable growth - the Board expects the Group to deliver revenue in excess of £350 million and is targeting a mid-teen EBITDA margin. This outlook is expected to be underpinned by ongoing operational efficiencies, disciplined cost-reduction initiatives and continued contribution from the NPI process.
5. Risk factors and further information
Shareholders should consider fully and carefully the risk factors associated with Videndum, as set out in the Prospectus.
Shareholders should read the whole of the Prospectus and not rely solely on the information set out in this announcement.
6. Principal terms and conditions of the Refinancing
6.1 Capital Reorganisation
The Capital Reorganisation, comprised of the Sub-division and the Consolidation, is proposed in order to achieve a higher market price per Ordinary Share for the Consolidated Shares and, accordingly, a more appropriate Offer Price. In addition, if the Sub-division was not implemented, the Offer Price may have been at a discount to the current nominal value of the Existing Ordinary Shares of 20 pence. Companies are prohibited from allotting shares at a discount to their nominal value, and this is addressed by the Sub-division element of the Capital Reorganisation. In addition, if the Consolidation was not implemented, the number of Ordinary Shares in issue following the implementation of the Capital Raising would mean that a small movement in the Company's share price in monetary terms could translate to a large percentage movements and inappropriate volatility.
Under the Capital Reorganisation, which the Directors propose to implement prior to the implementation of the Capital Raising:
· each Existing Ordinary Share of 20 pence nominal value will be sub-divided and converted into 1 intermediate share ("Intermediate Share") of 0.005 pence nominal value and 1 deferred share of 19.995 pence nominal value ("Deferred Share"); and
· immediately thereafter, every 200 Intermediate Shares of 0.005 pence nominal value will be consolidated into 1 Consolidated Share of 1 pence nominal value.
The effect of the Capital Reorganisation will be that Shareholders on the Company's register of members at the Capital Reorganisation Record Date will, on implementation of the Capital Reorganisation, hold:
1 Consolidated Share of 1 pence nominal value for every 200 Existing Ordinary Shares of 20 pence nominal value
The Capital Reorganisation, if approved by Shareholders, will be made by reference to holdings of Existing Ordinary Shares on the Company's register of members as at 6:00 p.m. on 27 March 2026 (or such other time or date as the Directors may determine). The proportion of the issued ordinary share capital of the Company held by each Shareholder immediately following the Capital Reorganisation (and prior to the Capital Raising) will, save for fractional entitlements, remain unchanged. In addition, apart from the change in nominal value, each Consolidated Share will carry the same rights as set out in the Articles of Association that apply to the Existing Ordinary Shares (including in relation to voting, pre-emption rights, dividends and rights on a return of capital).
The purpose of the Deferred Shares is solely to facilitate the reduction in the nominal value of the Ordinary Shares to 0.005 pence per share. The Deferred Shares will be effectively valueless as they will carry very limited rights, including no voting or dividend rights. The Company has the right to buy back the Deferred Shares for aggregate consideration of £0.01 and/or transfer all of the Deferred Shares to the secretary of the Company for nil consideration.
Where the Consolidation results in any Shareholder being entitled to a fraction of a Consolidated Share, that fraction will not be allotted to such Shareholder and arrangements will be put in place for any such fractional entitlements arising from the Consolidation to be aggregated and sold in the market on behalf of the relevant Shareholders. Amounts of less than £5.00 will not be paid to such Shareholders and will instead be retained for the benefit of the Company. As a result of the Consolidation, Shareholders with fewer than 200 Existing Ordinary Shares may no longer hold Shares in the Company.
The Closing Price of each Existing Ordinary Share on 6 March 2026 (being the Latest Practicable Date) was 10.35 pence. In accordance with the Consolidation Ratio, the Consolidated Closing Price of each Consolidated Share would have been 2,070 pence on that date if the Capital Reorganisation had occurred.
It is proposed that, in order to facilitate the Share Consolidation, 196 Excess Ordinary Shares will be issued to the Company's Employee Benefit Trust prior to the Capital Reorganisation Record Date so that the Company's issued share capital will be exactly divisible by 200. These 196 Excess Ordinary Shares will be issued at nominal value.
If approved, the Capital Reorganisation is expected to become effective on 30 March 2026. Following the Capital Reorganisation, it is expected that the Consolidated Shares will be admitted to the equity shares (commercial companies) category of the Official List and to trading on the London Stock Exchange at 8:00 a.m. on 30 March 2026, with an ISIN of GB00BWGBNB23 and a SEDOL of BWGBNB2.
6.2 Firm Placing and Placing and Open Offer
|
· a Firm Placing of 30,186,315 New Ordinary Shares; and
· a Placing and Open Offer of 1,295,167 New Ordinary Shares,
(together, the "Capital Raising") in each case at an Offer Price of 270 pence per New Ordinary Share (which is equivalent to an issue price of 1.35 pence per Ordinary Share before the Capital Reorganisation). The New Ordinary Shares will, when issued and fully paid, rank pari passu in all respects with the Consolidated Shares. For the avoidance of doubt, the New Ordinary Shares to be issued pursuant to the Capital Raising will be Consolidated Shares.
The Firm Placing and the Placing and Open Offer are being fully underwritten by Investec, subject to certain customary conditions in the Placing Agreement. The Capital Raising is conditional on, among other things, each of the Refinancing Resolutions having been passed by Shareholders at the General Meeting.
The Board has considered the best way to structure the proposed equity capital raising in light of the Group's current financial position and the interests of all Shareholders. The decision to structure the equity capital raising by way of a combination of a Firm Placing and a Placing and Open Offer takes into account a number of factors, including the total net proceeds to be raised pursuant to the Capital Raising, the need for certainty and speed of execution, the availability and pricing of underwriting for different structures and the possibility to widen the Company's shareholder base with new investors in the Company. The Board has sought to balance the dilution to existing Shareholders arising from the Firm Placing and the Debt for Equity Conversion with the need to ensure guaranteed commitments through the Firm Placing to ensure the success of the Capital Raising and the need to undertake the Debt for Equity Conversion in order to effect the Refinancing successfully to prevent the Existing RCF becoming immediately due and payable upon the expiry of certain waivers granted by the Lenders, which the Company anticipates would give rise to an immediate liquidity shortfall of up to £131.7 million, and entitle the Lenders to enforce their security over shares in certain Group companies and other key assets of the Group. In addition, the Refinancing will support a reduction in the Group's Leverage, which the Directors believe would establish a prudent and sustainable capital structure for Videndum from which the Company can execute its strategy.
Further details of the terms and conditions of the Capital Raising, including the procedure for acceptance and payment and the procedure in respect of rights not taken up, will be set out in the Prospectus and, where relevant, the Application Form.
Offer Price
The Capital Reorganisation is proposed in order to achieve a higher market price per Ordinary Share for the Consolidated Shares and, accordingly, a more appropriate Offer Price. Taking into account the effect of the Capital Reorganisation, the Offer Price of 270 pence per New Ordinary Share therefore represents a 87% discount to the Consolidated Closing Price of 2,070 pence on 6 March 2026 (being the Latest Practicable Date). The Offer Price is equivalent to an issue price of 1.35 pence per Ordinary Share before the Capital Reorganisation.
The Offer Price (and the discount) has been set by the Directors following their assessment of the prevailing market conditions and anticipated demand for the Capital Raising Shares. The Board, having taken appropriate advice from its advisers, believes that the Offer Price (including the discount) is appropriate in the circumstances.
Firm Placing
The Company proposes to issue 30,186,315 Firm Placing Shares to Firm Placees at the Offer Price, on a non-pre-emptive basis. The Firm Placing will not be subject to clawback to satisfy Open Offer Entitlements taken up by Qualifying Shareholders.
Placing and Open Offer
Subject to the terms and conditions set out in this document (and, in the case of Qualifying Non-CREST Shareholders, the Application Form), the Open Offer Shares are being offered for acquisition by way of rights to Qualifying Shareholders on the following basis:
5 New Ordinary Shares for every 400 Existing Ordinary Shares
(which is equivalent to 5 New Ordinary Shares for every 2 Consolidated Shares)
held and registered in the name of each such Qualifying Shareholder on 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 this document (and, in the case of Qualifying Non-CREST Shareholders, the Application Form).
Qualifying Shareholders may apply for any whole number of Open Offer Shares up to their Open Offer Entitlements. Fractions of Open Offer Shares will not be allotted and each Qualifying Shareholder's Open Offer Entitlements will be rounded down to the nearest whole number. The fractional entitlements will be aggregated and sold for the benefit of the Company under the Placing. Accordingly, Qualifying Shareholders with fewer than 80 Existing Ordinary Shares at the Record Date will not be entitled to take up any Open Offer Shares. Holdings of Existing Ordinary Shares in certificated and uncertificated form will be treated as separate holdings for the purpose of calculating Open Offer Entitlements.
Investec has agreed, subject to the terms and conditions of the Placing Agreement, to use reasonable endeavours to procure Placees for the Capital Raising Shares at the Offer Price. To the extent that any Firm Placee or Placee procured by Investec fails to subscribe for any or all of the Firm Placing Shares and/or Placing Shares which have been allocated to it, subject to certain conditions, Investec shall subscribe for the Firm Placing Shares and/or the Placing Shares at the Offer Price.
Impact of not applying for Capital Raising Shares
Any Capital Raising Shares which are not applied for under the Open Offer will be allocated to Conditional Placees pursuant to the Placing. Pursuant to the Placing Agreement, Investec has agreed to use reasonable endeavours to procure conditional subscribers (subject to clawback to satisfy Open Offer Entitlements taken up by Qualifying Shareholders) for the Capital Raising Shares at the Offer Price. If Investec is unable to procure subscribers for any Capital Raising Shares that are not taken up by Qualifying Shareholders pursuant to the Open Offer (including in the event that a prospective Conditional Placee fails to take up any or all of the Capital Raising Shares which have been allocated to it or which it has agreed to take up at the Offer Price), then Investec has agreed, on the terms and subject to the conditions set out in the Placing Agreement, to subscribe for such Capital Raising Shares at the Offer Price.
Shareholders should be aware that the Open Offer is not a rights issue. As such, Qualifying Non-CREST Shareholders should note that their Application Forms are not negotiable documents and cannot be traded. Qualifying CREST Shareholders should note that, although the Open Offer Entitlements will be admitted to CREST, and be enabled for settlement, the Open Offer Entitlements will not be tradeable or listed and applications in respect of the Open Offer may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim. Capital Raising Shares for which application has not been made under the Open Offer will not be sold in the market for the benefit of those who do not apply under the Open Offer and Qualifying Shareholders who do not apply to take up their entitlements will have no rights, and will not receive any benefit, under the Open Offer. Any Capital Raising Shares which are not applied for under the Open Offer will be allocated to Conditional Placees pursuant to the Placing.
Dilution
If a Qualifying Shareholder who is not a Placee does not take up any of their Open Offer Entitlements, such Qualifying Shareholder's holding, as a percentage of the Enlarged Share Capital, will be diluted by 98.7% as a result of the Capital Raising and the Debt for Equity Conversion.
As a result of the issue of the Firm Placing Shares and the Debt for Equity Shares, even if a Qualifying Shareholder who is not a Placee takes up their Open Offer Entitlements in full, such Qualifying Shareholder's holding, as a percentage of the Enlarged Share Capital, will be diluted by 98.7% as a result of the Firm Placing and the Debt for Equity Conversion.
Shareholders in the United States and Canada (subject to certain limited exceptions) and the other Excluded Territories will not be able to participate in the Open Offer and will therefore experience dilution as a result of the Capital Raising and the Debt for Equity Conversion.
Conditionality
The Capital Raising is conditional, among other things, on:
· the passing of each of the Refinancing Resolutions at the General Meeting without material amendment;
· Admission of the New Ordinary Shares becoming effective by not later than 8:00 a.m. on 30 March 2026 (or such later time and/or date as Investec and the Company may agree in advance in writing); and
· the Placing Agreement becoming unconditional in all respects (save for the condition relating to Admission) and not having been rescinded or terminated in accordance with its terms prior to Admission.
If any of the conditions are not satisfied (including if any of the Refinancing Resolutions is not passed) or, if applicable, waived, then the Capital Raising (and accordingly the Capital Reorganisation, the Debt for Equity Conversion and the Debt Repayment and Restructuring) will not take place. None of the Refinancing Resolutions may be passed independently of any of the other Refinancing Resolutions, therefore if any of the Refinancing Resolutions is not passed, the Capital Raising will not proceed. For the avoidance of doubt, none of the Refinancing Resolutions are conditional on the passing of any of the Director and Senior Manager Subscription Resolutions.
The Director and Senior Manager Subscriptions are conditional on the passing of each of the Director and Senior Manager Subscription Resolutions. The Director and Senior Manager Subscription Resolutions are each conditional on the passing of all other Resolutions by Shareholders at the General Meeting.
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.
6.3 Debt Repayment and Restructuring, including the Debt for Equity Conversion
The Company has entered into an agreement with its Lenders, which is conditional on each Refinancing Resolution being passed by Shareholders at the General Meeting, pursuant to which:
· £50 million of the net proceeds of the Capital Raising will be used to fund a partial repayment of the Group's Existing RCF;
· Polus Capital will be issued with 8,123,457 New Ordinary Shares in return for the write-off and release of £23 million of the amount drawn down from Polus Capital under the Group's Existing RCF pursuant to the Debt for Equity Conversion;
· £15.8 million of the amount owed under the Existing RCF to the Lenders will be written off and released by the Lenders;
· the remaining amount of £45 million owed under the Existing RCF will be restructured into the Senior Facility of £45 million with the Lenders comprising two tranches:
o Tranche A: a £31.5 million term loan with Polus Capital with a three-year maturity; and
o Tranche B: a £13.5 million term loan with the Lenders with a two-year maturity; and
· the Company will enter into the Super Senior Facility of £15 million, underwritten by Polus Capital, with a three-year maturity,
(together the "Debt Repayment and Restructuring"). This will result in a significant reduction in net debt of £111.7 million upon completion of the Refinancing. The Debt Repayment and Restructuring and availability of the Super Senior Facility (and the Capital Reorganisation, the Capital Raising and the Debt for Equity Conversion) is conditional on each Refinancing Resolution being passed by Shareholders at the General Meeting. None of the Refinancing Resolutions may be passed independently of any of the other Refinancing Resolutions, therefore if any of the Refinancing Resolutions is not passed, the Debt Repayment and Restructuring (and accordingly the Capital Reorganisation, the Capital Raising and the Debt for Equity Conversion) will not proceed. For the avoidance of doubt, none of the Refinancing Resolutions are conditional on the passing of any of the Director and Senior Manager Subscription Resolutions.
The interest rate under the Senior Facility and the Super Senior Facility will be equal to the aggregate of the relevant reference rate (such as SONIA for sterling loans) and the applicable margin. The margin will be subject to a ratchet between 3.75% and 6.75% per annum depending on the ratio of consolidated net borrowings to EBITDA. The day one margin will be 5.75% per annum.
Under the terms of the Senior Facility and the Super Senior Facility, the Group will be subject to certain financial covenants, namely a £5 million minimum liquidity covenant until 31 March 2028 and, thereafter, an interest cover ratio (calculated as EBITA to consolidated net interest charges) and a net borrowings ratio (calculated as net borrowings to EBITDA). The interest cover ratio steps up over time from 1.25x at 31 March 2028 to 2.00x at 31 March 2029, and the net borrowings ratio decreases over time from 4.75x at 31 March 2028 to 4.25x at 31 March 2029.
The Senior Facility and the Super Senior Facility will provide that certain disposals undertaken by the Group require the Company to prepay the loans made under the Senior Facility and/or the Super Senior Facility (as applicable) in the following order of priority: first to repaying tranche B of the Senior Facility, second to repaying tranche A of the Senior Facility and third to repaying loans made under the Super Senior Facility.
6.4 Director and Senior Manager Subscriptions
The Company is currently in a closed period under MAR pending the announcement of the Full Year 2025 Results, which are expected to be released on or around 31 March 2026. Accordingly, while certain Directors and Senior Managers would like to participate in the Capital Raising, they are not currently permitted to do so under MAR. However, the Board recognises the importance of Directors' and Senior Managers' participation for Shareholders and as such, assuming the successful completion of the Capital Raising and the passing of the Director and Senior Manager Subscription Resolutions, the Participating Directors and certain Senior Managers have indicated their intention to subscribe for the Director and Senior Manager Subscription Shares at the Offer Price as soon as they are able to do so.
The Participating Directors' and the relevant Senior Managers' intention to subscribe for the Director and Senior Manager Subscription Shares is non-binding and remains subject to entry into direct subscription agreements with the Company following the announcement of the Full Year 2025 Results.
Should the Director and Senior Manager Subscriptions proceed, the Director and Senior Manager Subscription Shares would be issued pursuant to the Director and Senior Manager Subscription Resolutions. The authorities to be granted pursuant to the Director and Senior Manager Subscription Resolutions will be valid until 8:00 a.m. on 13 April 2026.
The expected details of the Director and Senior Manager Subscriptions are set out below.
|
Name |
Existing Ordinary Shares beneficially held (as at the Latest Practicable Date) |
Expected approximate investment in New Ordinary Shares pursuant to the Director and Senior Manager Subscriptions (£) |
|
Stephen Harris |
168,689 |
200,000 |
|
Brian Morgan |
- |
50,000 |
|
Graham Oldroyd |
49,217 |
30,000 |
|
Anna Vikström Persson |
37,981 |
20,000 |
|
Polly Williams |
- |
20,000 |
|
Eva Lindqvist |
31,764 |
20,000 |
|
Martin Cooke |
- |
10,000 |
In aggregate, 129,633 new Ordinary Shares are expected to be issued to the Directors by the Company in connection with the Director and Senior Manager Subscriptions and the Company expects to raise additional proceeds of approximately £0.35 million (gross) should the subscriptions by the Directors be completed pursuant to the Director and Senior Manager Subscriptions.
Certain Senior Managers also intend to subscribe for new Ordinary Shares up to a maximum aggregate amount of £0.18 million (gross) if completed pursuant to the Director and Senior Manager Subscriptions.
7. Significant commitments and related party transaction
Significant commitments
The Company has received an irrevocable undertaking from Alantra confirming its intention: (i) to vote in favour of the Resolutions at the General Meeting, in respect of an aggregate of 24,842,037 Existing Ordinary Shares, representing approximately 24% of the Existing Ordinary Shares as at the Latest Practicable Date; and (ii) to subscribe for New Ordinary Shares pursuant to the Firm Placing and Placing and Open Offer, which will amount to a maximum value of New Ordinary Shares of approximately £22 million. Following the Refinancing, Alantra will hold up to 20.6% of the Enlarged Share Capital (being 8,272,358 Ordinary Shares, comprising 124,210 Existing Ordinary Shares and 8,148,148 New Ordinary Shares).
The Company has also received an irrevocable undertaking from Aberforth confirming its intention: (i) to vote in favour of the Resolutions at the General Meeting, in respect of an aggregate of 12,880,682 Existing Ordinary Shares, representing approximately 12.4% of the Existing Ordinary Shares as at the Latest Practicable Date; and (ii) to subscribe for New Ordinary Shares pursuant to the Firm Placing and Placing and Open Offer, which will amount to a maximum value of New Ordinary Shares of approximately £19 million. Following the Refinancing, Aberforth will hold up to 17.8% of the Enlarged Share Capital (being 7,132,864 Ordinary Shares, comprising 106,939 Existing Ordinary Shares and 7,025,926 New Ordinary Shares).
The Company has also received an irrevocable undertaking from Harwood Capital confirming its intention to vote in favour of the Resolutions at the General Meeting, in respect of an aggregate of 6 million Existing Ordinary Shares, representing approximately 5.8% of the Existing Ordinary Shares as at the Latest Practicable Date.
As part of the Capital Raising, Polus Capital has agreed a period of 12 months following Admission (the "Orderly Market Period") under which:
(a) it will not dispose of any of the Debt for Equity Shares for the first six months of the Orderly Market Period; and
(b) for the second six months of the Orderly Market Period, it will not on any one day dispose of more than 15% of the average daily trading volume of the Ordinary Shares on the London Stock Exchange in the 20 preceding trading days.
If at any time during the Orderly Market Period, the Company's share price is equal to or greater than a multiple of three times the Issue Price (post Capital Reorganisation) (the "Hurdle Price"), the restrictions in (a) and (b) will be suspended and Polus Capital shall be permitted to dispose of Debt for Equity Shares for such time as the Company's share price remains equal to or greater than the Hurdle Price. However, if the Company's share price subsequently falls below the Hurdle Price: (i) during the first six months of the Orderly Market Period, the restriction in (a) shall cease to apply and the restriction in (b) shall apply instead for the remainder of the Orderly Market Period; and/or (ii) during the second six months of the Orderly Market Period (and for any period of the first six months of the Orderly Market Period where such period has ceased to apply in accordance with limb (i)), the restriction in (b) shall continue to apply for the remainder of the Orderly Market Period, in each case subject to the operation of such suspension provisions. The restrictions in (a) and (b) are also subject to customary exceptions (including that Polus Capital may dispose of Debt for Equity Shares at any time during the Orderly Market Period with the Company's prior written consent).
The Company has received a written expression of support from BGF Investments confirming its intention to vote in favour of the Resolutions at the General Meeting in respect of an aggregate of 3,227,000 Existing Ordinary Shares, representing approximately 3.1% of the Existing Ordinary Shares as at the Latest Practicable Date.
Related party transaction
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, 24% 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.
8. General Meeting
A notice convening a general meeting of the Company to be held at 10:30 a.m. on 27 March 2026 at Regal House, 70 London Road, Twickenham, TW1 3QS is set out at the end of the Prospectus, which is expected to be published on 10 March 2026. The purpose of the General Meeting is to seek Shareholders' approval for the Resolutions, summarised as follows:
(A) Resolution 1 (ordinary resolution): that pursuant to section 551 of the Companies Act, the Directors are authorised until the conclusion of the next annual general meeting of the Company to: (i) allot shares up to an aggregate nominal amount of £396,049.39, representing approximately 7,645% of the Company's issued ordinary share capital as at the Latest Practicable Date (as adjusted for the Capital Reorganisation), pursuant to or in connection with the Capital Raising and the Debt for Equity Conversion; and (ii) make an offer or agreement in connection with the Capital Raising and the Debt for Equity Conversion which would or might require shares to be allotted after expiry of this allotment authority;
(B) Resolution 2 (ordinary resolution): that the Directors are authorised until the conclusion of the next annual general meeting of the Company to allot 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 discount of 87% to the Consolidated Closing Price on 6 March 2026 (being the Latest Practicable Date) and otherwise on the terms set out in the Prospectus;
(C) Resolution 3 (special resolution): that pre-emption rights are disapplied up to an aggregate nominal amount of £396,049.39, representing approximately 7,645% of the Company's issued ordinary share capital as at the Latest Practicable Date (as adjusted for the Capital Reorganisation), pursuant to or in connection with the Capital Raising and the Debt for Equity Conversion, subject to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or legal or practical problems;
(D) Resolution 4 (ordinary resolution): that the Directors are authorised to: (1) sub-divide each Existing Ordinary Share of 20 pence in issue on the Capital Reorganisation Record Date into 1 Intermediate Share of 0.005 pence, carrying the same rights and obligations as the Existing Ordinary Shares, save as to nominal value, and 1 Deferred Share of 19.995 pence, having the rights and being subject to the restrictions set out in the Articles of Association, as amended; and (2) consolidate every 200 Intermediate Shares of 0.005 pence into 1 Consolidated Share of 1 pence, having the same rights and obligations as the Existing Ordinary Shares, save as to nominal value;
(E) Resolution 5 (special resolution): that the Directors are authorised to amend the Articles of Association to set out the rights and restrictions attaching to the Deferred Shares;
(F) Resolution 6 (ordinary resolution): that pursuant to section 551 of the Companies Act, the Directors are authorised until 8:00 a.m. on 13 April 2026 to: (i) allot shares up to an aggregate nominal amount of £1,944.48 representing approximately 37.5% of the Company's issued ordinary share capital as at the Latest Practicable Date (as adjusted for the Capital Reorganisation), pursuant to or in connection with the Director and Senior Manager Subscriptions; and (ii) make an offer or agreement in connection with the Director and Senior Manager Subscriptions which would or might require shares to be allotted after expiry of this allotment authority;
(G) Resolution 7 (ordinary resolution): that the Directors are authorised until 8:00 a.m. on 13 April 2026 to allot 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 on 6 March 2026 (being the Latest Practicable Date) and otherwise on the terms set out in the Prospectus; and
(H) Resolution 8 (special resolution): that pre-emption rights are disapplied up to an aggregate nominal amount of £1,944.48, representing approximately 37.5% of the Company's issued ordinary share capital as at the Latest Practicable Date (as adjusted for the Capital Reorganisation), pursuant to or in connection with the Director and Senior Manager Subscriptions, subject to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or legal or practical problems.
The full text of the Resolutions is set out in the Notice of General Meeting in the Prospectus, which is expected to be published on 10 March 2026. Voting on the Resolutions will be conducted by way of a poll and not by a show of hands.
As at the Latest Practicable Date, the Company holds no Ordinary Shares in treasury.
9. Action to be taken
Full details of the terms and conditions of the Capital Raising and the procedure for application and payment will be set out in the Prospectus, which is expected to be published on 10 March 2026. If Shareholders are in any doubt as to the action they should take, they are recommended to seek their own personal financial advice immediately from their stockbroker, bank manager, solicitor, accountant, fund manager or other independent financial adviser authorised under FSMA if they are in the United Kingdom or, if they are not, from another appropriately authorised independent financial adviser.
10. Dividends and dividend policy
The terms of the Group's Existing RCF currently prohibit the Board from declaring a dividend and the terms of the New Debt Facilities restrict dividends being declared by the Board where the ratio of consolidated net borrowings to EBITDA exceeds 3.0x and, in relation to the Senior Facility, where any amount is outstanding under tranche B of the Senior Facility. The Company recognises the importance of dividends to the Group's shareholders and intends to resume payment of a progressive and sustainable dividend when permitted and appropriate to do so.
11. Directors' intentions and recommendation
The Board considers that the Refinancing is in the best interests of the Shareholders of Videndum taken as a whole and unanimously recommends that you vote in favour of the Resolutions to be proposed at the General Meeting. Each Director who is able to vote at the General Meeting intends to vote in favour of the Resolutions.
In addition, assuming the successful completion of the Refinancing, certain of the Directors have indicated an intention to subscribe for Director and Senior Manager Subscription Shares when they are permitted to do so under MAR following release of the Full Year 2025 Results, as set out in paragraph 6.4 of this announcement.
APPENDIX I
Indicative summary timetable of principal events
|
Record Date for Open Offer Entitlements |
6:00 p.m. on 6 March 2026 |
|
Announcement of the Capital Raising |
10 March 2026 |
|
Ex-Entitlements Date for the Open Offer |
8:00 a.m. on 10 March 2026 |
|
Publication of the Prospectus |
10 March 2026 |
|
Posting of the Prospectus, Application Forms (to Qualifying Non-Crest Shareholders only) and the Form of Proxy |
10 March 2026 |
|
Open Offer Entitlements credited to stock accounts in CREST (Qualifying CREST Shareholders only) |
as soon as practicable after 8:00 a.m. on 11 March 2026 |
|
Recommended latest time for requesting withdrawal of Open Offer Entitlements from CREST (i.e. if your Open Offer Entitlements are in CREST and you wish to convert them to certificated form) |
4:30 p.m. on 20 March 2026 |
|
Latest time for depositing Open Offer Entitlements into CREST (i.e. if your Open Offer Entitlements are represented by an Application Form and you wish to convert them to uncertificated form) |
3:00 p.m. on 23 March 2026 |
|
Latest time and date for splitting Application Forms (to satisfy bona fide market claims only) |
3:00 p.m. on 24 March 2026 |
|
Latest time and date for receipt of Forms of Proxy |
10:30 a.m. on 25 March 2026 |
|
Latest time and date for receipt of completed Application Forms and payments in full and settlement of CREST instructions (as appropriate) |
11:00 a.m. on 26 March 2026 |
|
General Meeting |
10:30 a.m. on 27 March 2026 |
|
Announcement of the results of the Capital Raising and General Meeting |
27 March 2026 |
|
Capital Reorganisation Record Date |
6:00 p.m. on 27 March 2026 |
|
Capital Reorganisation Effective Date |
8:00 a.m. on 30 March 2026 |
|
Admission and commencement of dealings of the Consolidated Shares and the New Ordinary Shares, fully paid, on the London Stock Exchange |
8:00 a.m. on 30 March 2026 |
|
Consolidated Shares and New Ordinary Shares credited to stock accounts in CREST (Qualifying CREST Shareholders only) |
as soon as possible after 8:00 a.m. on 30 March 2026 |
|
Expected date for despatch of definitive share certificates for the Consolidated Shares and the New Ordinary Shares in certificated form |
by no later than 13 April 2026 |
Appendix II
DEFINITIONS
|
"Aberforth" |
means Aberforth Partners LLP; |
|
"Admission" |
means admission of the New Ordinary Shares to the equity shares (commercial companies) category of the Official List and to trading on the main market for listed securities of the London Stock Exchange; |
|
"Alantra" |
means Alantra EQMC Asset Management; |
|
"Application Form" |
means the personalised application form on which Qualifying Non-CREST Shareholders may apply for New Ordinary Shares under the Open Offer; |
|
"BGF Investments" |
means BGF Investments LP |
|
"Board" |
means the board of directors of the Company from time to time; |
|
"Bookbuild" |
has the meaning given in Appendix III to this announcement; |
|
"Bookrunner" |
means Investec Bank plc; |
|
"Business Day" |
means any day on which banks are generally open in London for the transaction of business other than a Saturday or Sunday or public holiday; |
|
"Capital Raising" |
means the Firm Placing and the Placing and Open Offer; |
|
"Capital Raising Related Party Transaction" |
means the Related Party Transaction, as defined in the UK Listing Rules, in respect of the issue of the New Ordinary Shares to Alantra pursuant to the Firm Placing; |
|
"Capital Raising Shares" |
means the 31,481,482 New Ordinary Shares to be issued pursuant to the Firm Placing and the Placing and Open Offer; |
|
"Capital Reorganisation" |
means the Sub-division and the Consolidation; |
|
"Capital Reorganisation Effective Date" |
means 8:00 a.m. on 30 March 2026; |
|
"CCSS" |
means the CREST Courier and Sorting Service established by Euroclear UK to facilitate, among other things, the deposit and withdrawal of securities, as defined in the CREST Manual; |
|
"certificated" or "in certificated form" |
means a share or other security which is not in uncertificated form (that is, not in CREST); |
|
"Chair" |
means the Chair of the Company; |
|
"Closing Price" |
means the closing, middle market quotation of an Existing Ordinary Share, as derived from Bloomberg; |
|
"Companies Act" |
means the Companies Act 2006 of England and Wales, as amended, modified or re-enacted from time to time; |
|
"Company" or "Videndum" |
Videndum plc, a public limited company incorporated in England and Wales with registered number 00227691; |
|
"Conditional Placee" |
means any person who agrees to conditionally subscribe for Open Offer Shares (subject to clawback to satisfy Open Offer Entitlements taken up by Qualifying Shareholders) pursuant to the Placing; |
|
"Conditions" |
has the meaning given in Appendix III to this announcement; |
|
"Consolidated Closing Price" |
means the Closing Price multiplied by the Consolidation Ratio; |
|
"Consolidated Shares" |
means the ordinary shares of 1 pence each in the share capital of the Company resulting from the Consolidation; |
|
"Consolidation" |
means the proposed consolidation of each Intermediate Share into 1 Consolidated Share; |
|
"Consolidation Ratio" |
means the ratio of 1 Consolidated Share for every 200 Existing Ordinary Shares to be used in the Consolidation; |
|
"Consolidated Gross Borrowings" |
means at any time the aggregate (without double counting and excluding any amount owed to another member of the Group) of the following: (A) the outstanding principal amount of any moneys borrowed by any member of the Group and any outstanding overdraft debit balance of any member of the Group;(B) the outstanding principal amount of any debenture, bond, note, loan stock or other security of any member of the Group;(C) the outstanding principal amount of any acceptance under any acceptance credit opened by a bank or other financial institution in favour of any member of the Group;(D) the outstanding principal amount of all moneys owing to a member of the Group in connection with the sale or discounting of receivables (otherwise than on a non-recourse basis); and(E) the capitalised element of indebtedness of any member of the Group in respect of any lease or hire purchase contract (excluding trade accounts arising in the normal course of trading);the outstanding principal amount of any indebtedness of any person of a type referred to in sub-paragraphs (A) to (E) above which is the subject of a guarantee, indemnity or similar assurance against financial loss given by any member of the Group; |
|
"Consolidated Net Borrowings" |
means the aggregate amount of all Consolidated Gross Borrowings less cash at bank and cash equivalent investments, as determined from the most recently published annual or semi-annual consolidated financial statements of the Group; |
|
"CREST" |
means the system for the paperless settlement of trades in securities and the holding of uncertificated securities in accordance with the CREST Regulations operated by Euroclear UK; |
|
"CREST Manual" |
means the rules governing the operation of CREST, consisting of the CREST Reference Manual, CREST International Manual, CREST Central Counterparty Service Manual, CREST Rules, Registrars Service Standards, Settlement Discipline Rules, CREST CCSS Operations Manual, Daily Timetable, CREST Application Procedure and CREST Glossary of Terms (all as defined in the CREST Glossary of Terms promulgated by Euroclear on 15 July 1996, as amended); |
|
"CREST Regulations" |
means the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), as amended from time to time; |
|
"CREST sponsor" |
means a CREST participant admitted to CREST as a CREST sponsor; |
|
"Debt for Equity Conversion" |
means the issue of 8,123,457 New Ordinary Shares to Polus Capital in consideration for the write-off and release of £23 million of debt owed to Polus Capital pursuant to the Existing RCF; |
|
"Debt for Equity Shares" |
means the 8,123,457 New Ordinary Shares to be issued to Polus Capital pursuant to the Debt for Equity Conversion; |
|
"Debt Repayment and Restructuring" |
has the meaning given in paragraph 6.3 of this announcement; |
|
"Deferred Shares" |
means the deferred shares of 19.995 pence each in the share capital of the Company resulting from the Sub-division; |
|
"Director and Senior Manager Subscriptions" |
means the proposed subscriptions for Director and Senior Manager Subscription Shares by the Participating Directors and certain Senior Managers at the Offer Price, further details of which are set out in paragraph 6.4 of this announcement; |
|
"Director and Senior Manager Subscription Resolutions" |
means Resolutions 6 to 8 (inclusive) to be proposed at the General Meeting, as summarised in paragraph 8 of this announcement; |
|
"Director and Senior Manager Subscription Shares" |
means the new Ordinary Shares for which the Participating Directors and certain Senior Managers have indicated a non-binding intention to subscribe for pursuant to the Director and Senior Manager Subscriptions; |
|
"Directors" |
means the directors of the Company as at the date of this document, and "Director" means any one of them; |
|
"Disclosure Guidance and Transparency Rules" |
means the disclosure guidance and transparency rules made under Part VI of FSMA (as set out in the FCA Handbook), as amended; |
|
"EBITDA" |
means, for any period, the earnings before interest, taxes, depreciation, and amortisation of the Group (including the 12 month pro forma effect of any acquisitions or disposals made in the period in the case of acquisitions, applying the same accounting principles as if the acquired company was already part of the Group), after adding back all depreciation; |
|
"EEA" |
means the European Economic Area first established by the agreement signed at Oporto on 2 May 1992; |
|
"Enforcement Day" |
has the meaning given in paragraph 2.3 of this announcement; |
|
"Enlarged Share Capital" |
means the expected issued ordinary share capital of the Company immediately following the issue of the New Ordinary Shares; |
|
"EU" or "European Union" |
means the European Union first established by the treaty made at Maastricht on 7 February 1992; |
|
"EU Prospectus Regulation" |
means the Prospectus Regulation (EU) 2017/1129, as amended from time to time; |
|
"Euroclear UK" |
means Euroclear UK & International Limited, the operator of CREST; |
|
"Excess Ordinary Shares" |
means ordinary shares (not exceeding 196 in total) to be issued to the Company's Employee Benefit Trust prior to the Capital Reorganisation Record Date so that the Company's issued share capital will be exactly divisible by 200; |
|
"Excluded Territories" |
means Australia, Canada, Switzerland, South Korea, Israel, Singapore, South Africa, Japan and the United States (subject to certain limited exceptions), and any other jurisdiction where the extension or availability of the Capital Raising (and any other transaction contemplated thereby) would breach any applicable law or regulation and "Excluded Territory" means any one of them; |
|
"Ex-Entitlements Date" |
means the date on which the New Ordinary Shares are expected to commence trading ex-entitlements, being 8:00 a.m. on 10 March 2026; |
|
"Existing Ordinary Shares" |
means the existing Ordinary Shares in issue immediately preceding the Capital Raising; |
|
"Existing RCF" |
means the £150,000,000 multi-currency revolving credit facility agreement originally dated 5 July 2016 (as amended from time to time) made between, among others: the Company and certain of its subsidiaries as original borrowers; (ii) the Company and certain of its subsidiaries as original guarantors; (iii) the Lenders as original lenders; (iv) GLAS USA LLC as agent; and (v) GLAS Trust Corporation Limited as security agent, as amended and/or amended and restated from time to time; |
|
"FCA" |
means the Financial Conduct Authority; |
|
"FCA Handbook" |
means the FCA's Handbook of Rules and Guidance, as amended from time to time; |
|
"Firm Placee" |
means any person that has conditionally agreed to subscribe for Firm Placing Shares; |
|
"Firm Placing" |
means the conditional placing of the Firm Placing Shares on the terms and subject to the conditions contained in the Placing Agreement; |
|
"Firm Placing Shares" |
means the 30,186,315 New Ordinary Shares which are to be issued by the Company pursuant to the Firm Placing; |
|
"Form of Proxy" |
means the form of proxy for use at the General Meeting which accompanies this document; |
|
"FSMA" |
means the Financial Services and Markets Act 2000 of England and Wales, as amended from time to time; |
|
"Full Year 2025 Results" |
means the, as yet unpublished, consolidated financial statements for the Group as at, and for, the financial year ended 31 December 2025; |
|
"General Meeting" |
means the general meeting of the Company to be convened to be held 10:30 a.m. on 27 March 2026 at Regal House, 70 London Road, Twickenham, TW1 3QS; |
|
"Global Co-ordinator" |
means Investec Bank plc; |
|
"Group" |
means the Company and each of its direct and indirect subsidiaries from time to time (where "subsidiary" shall have the meaning ascribed to it in the Companies Act); |
|
"Harwood Capital" |
means Harwood Private Capital LLP; |
|
"Hurdle Price" |
has the meaning given in paragraph 7 of this announcement; |
|
"ICC" |
means independent content creators; |
|
"Intermediate Shares" |
means the ordinary shares of 0.005 pence each in the capital of the Company resulting from the Sub-division; |
|
"Latest Practicable Date" |
means 6 March 2026, being the latest practicable date prior to publication of this announcement; |
|
"Lenders" |
means each of the lenders under the Existing RCF and any bank, financial institution, trust, fund or other entity which becomes a Lender in accordance with the terms of the Existing RCF; |
|
"LenderCo" |
has the meaning given in paragraph 2.3 of this announcement; |
|
"Lender-led Alternative Transaction" |
has the meaning given in paragraph 2.3 of this announcement; |
|
"Leverage" |
means Consolidated Net Borrowings to EBITDA according to the terms of the Group's lending covenants; |
|
"London Stock Exchange" |
means London Stock Exchange Group plc or its successor(s); |
|
"MiFID II" |
means the Markets in Financial Instruments Directive II; |
|
"New Ordinary Shares" |
means the Ordinary Shares to be issued by the Company pursuant to the Capital Raising and the Debt for Equity Conversion, in each case as the context requires; |
|
"Notice" |
means the notice of the General Meeting contained in the Prospectus; |
|
"NPI" |
means New Product Introduction; |
|
"Offer Price" |
means 270 pence per New Ordinary Share (which is equivalent to an issue price of 1.35 pence per Ordinary Share before the Capital Reorganisation); |
|
"Official List" |
means the official list maintained by the FCA pursuant to FSMA; |
|
"Off-set" |
has the meaning given in Appendix III to this announcement; |
|
"Off-set Application Form" |
has the meaning given in Appendix III to this announcement; |
|
"Open Offer" |
means the conditional invitation to Qualifying Shareholders to apply to subscribe for the Open Offer Shares at the Offer Price on the terms and subject to the conditions set out in this document and, in the case of Qualifying Non-CREST Shareholders only, the Application Form; |
|
"Open Offer Entitlements" |
means entitlements to subscribe for Open Offer Shares allocated to a Qualifying Shareholder pursuant to the Open Offer; |
|
"Open Offer Shares" |
means 1,295,167 New Ordinary Shares which are to be issued by the Company pursuant to the Open Offer; |
|
"Order" |
has the meaning given in Appendix III to this announcement; |
|
"Orderly Market Period" |
has the meaning given in paragraph 7 of this announcement; |
|
"Ordinary Shares" |
means: (i) prior to the implementation of the Sub-division, the ordinary shares of 20 pence each in the share capital of the Company; (ii) between the implementation of the Sub-division and the implementation of the Consolidation, the ordinary shares of 0.005 pence each in the capital of the Company; and (iii) following the implementation of the Consolidation, the ordinary shares of 1 pence each in the capital of the Company; |
|
"Participating Directors" |
means, together, Stephen Harris, Brian Morgan, Graham Oldroyd, Anna Vikström Persson, Polly Williams, Eva Lindqvist and Martin Cooke, being the Directors who have indicated an intention to subscribe for Director and Senior Manager Subscription Shares; |
|
"Placee" |
means a Conditional Placee or a Firm Placee; |
|
"Placing" |
means the conditional placing of the Open Offer Shares, subject to clawback pursuant to the Open Offer, on the terms and subject to the conditions contained in the Placing Agreement; |
|
"Placings" |
has the meaning given in Appendix III to this announcement; |
|
"Placing Agreement" |
means the agreement entered into by the Company and the Bookrunner, pursuant to which the Company has appointed Investec as Global Co-ordinator and Bookrunner in connection with the Capital Raising, and Sponsor in connection with Admission; |
|
"Placing Results Announcement" |
has the meaning given in Appendix III to this announcement; |
|
"Placing Shares" |
means the Open Offer Shares proposed to be issued by the Company pursuant to the Placing (to the extent that such shares have not been validly taken up pursuant to the Open Offer); |
|
"POATR" |
means the Public Offers and Admissions to Trading Regulations 2024; |
|
"Polus Capital" |
means: (i) together, in their capacity as Lenders, Kington Sarl, Marshfield Sarl and Sherston Sarl; and (ii) together, in their capacity as subscribers for New Ordinary Shares, Bybrook Capital Master Fund LP, Bybrook Capital Master Fund LP and Bybrook Capital Master Fund LP, in each case as the context requires; |
|
"PRA" |
means the Prudential Regulation Authority; |
|
"Preliminary Prospectus" |
has the meaning given in Appendix III to this announcement; |
|
"PRM" |
means the Prospectus Rules: Admission to Trading on a Regulated Market of the FCA; |
|
"Prospectus" |
has the meaning given in Appendix III to this announcement; |
|
"QIB" |
has the meaning given in Appendix III to this announcement; |
|
"Qualified Investors" |
has the meaning given in Appendix III to this announcement; |
|
"Qualifying CREST Shareholders" |
means Qualifying Shareholders holding Ordinary Shares in uncertificated form; |
|
"Qualifying Non-CREST Shareholders" |
means Qualifying Shareholders holding Ordinary Shares in certificated form; |
|
"Qualifying Shareholders" |
means holders of Existing Ordinary Shares on the register of members of the Company at the Record Date; |
|
"Record Date" |
means 6:00 p.m. (London time) on 6 March 2026 which is the date on which a Shareholder must hold Ordinary Shares to be a Qualifying Shareholder; |
|
"Refinancing" |
means the Capital Reorganisation, the Capital Raising, the Debt for Equity Conversion and the Debt Repayment and Restructuring; |
|
"Refinancing Resolutions" |
means Resolutions 1 to 5 (inclusive) to be proposed at the General Meeting, as summarised in paragraph 8 of this announcement; |
|
"Regulations" |
has the meaning given in Appendix III to this announcement; |
|
"Regulation S" |
means Regulation S under the US Securities Act; |
|
"Relevant Persons" |
has the meaning given in Appendix III to this announcement; |
|
"Resolutions" |
means each of the resolutions to be proposed at the General Meeting; |
|
"Restructuring Implementation Deed" |
means the restructuring implementation deed dated 10 March 2026 entered into between the Company and the RID Lenders; |
|
"RID Lenders" |
means the lenders under the Super Senior Facility; |
|
"Rule 144A" |
means Rule 144A under the US Securities Act; |
|
"Senior Facility" |
means the £45 million term loan facility to be entered into shortly after Transaction Close as an amendment and restatement of the Existing RCF; |
|
"Shareholders" |
means the holder(s) of Ordinary Shares from time to time and "Shareholder" means any one of them; |
|
"Short Position" |
has the meaning given in Appendix III to this announcement; |
|
"SONIA" |
means the sterling overnight index average interest rate benchmark; |
|
"Sponsor" |
means Investec Bank plc; |
|
"Sub-division" |
means the proposed sub-division of the Existing Ordinary Shares into Intermediate Shares of 0.005 pence nominal value each and Deferred Shares of 19.995 pence nominal value each; |
|
"Super Senior Facility" |
means the £15 million multi-currency revolving credit facility to be entered into shortly after Transaction Close between: (i) the Company as borrower; (ii) the Company and certain of its subsidiaries as original guarantors; (iii) Polus Capital as mandated lead arrangers and original lenders; (iv) GLAS USA LLC as agent; and (iv) GLAS Trust Corporation Limited as security agent; |
|
"Tax" |
means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same); |
|
"Transaction Close" |
means 30 March 2026; |
|
"UK MAR" |
means Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse, in the form retained in the English law and as amended from time to time; |
|
"uncertificated" or "in uncertificated form" |
refers to a share or other security recorded on the relevant register of the share or security concerned as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST; |
|
"United Kingdom" or "UK" |
means the United Kingdom of Great Britain and Northern Ireland; |
|
"United States" or "US" |
means the United States of America, its territories and possessions, any state of the United States and the District of Columbia; |
|
"US Securities Act" |
means the US Securities Act of 1933, as amended; |
|
"VAT" |
means:(A) any value added tax imposed by Value Added Tax Act 1994 and legislation and regulations supplemental thereto;(B) to the extent not included in paragraph (A) above, any Tax imposed in compliance with the council directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112); and(C) any other Tax of a similar nature to the Taxes referred to in paragraph (A) or paragraph (B) above, whether imposed in the UK or a member state of the EU in substitution for, or levied in addition to, the Taxes referred to in paragraph (A) or paragraph (B) above or imposed elsewhere; |
|
"VCS" |
means Videndum Creative Solutions; |
|
"Videndum Midco" |
has the meaning given in paragraph 2.3 of this announcement; and |
|
"VPI" |
means Videndum Production Imaging. |
APPENDIX III
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE FIRM PLACING AND PLACING
FOR INVITED PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE FIRM PLACING (THE "FIRM PLACING") OF NEW ORDINARY SHARES IN VIDENDUM PLC (THE "COMPANY") OR THE PLACING OF NEW ORDINARY SHARES IN THE COMPANY SUBJECT TO CLAWBACK (THE "PLACING" AND, TOGETHER WITH THE FIRM PLACING, THE "PLACINGS") IN RESPECT OF VALID APPLICATIONS BY QUALIFYING SHAREHOLDERS PURSUANT TO THE OPEN OFFER (THE "OPEN OFFER", AND TOGETHER WITH THE PLACINGS, THE "CAPITAL RAISING"). THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE ONLY DIRECTED AT, AND BEING DISTRIBUTED TO: (A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129, AS AMENDED (THE "EU PROSPECTUS REGULATION") ("QUALIFIED INVESTORS"); (B) IF IN THE UNITED KINGDOM, PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF PARAGRAPH 15 OF SCHEDULE 1 TO THE PUBLIC OFFERS AND ADMISSIONS TO TRADING REGULATIONS 2024 ("POATR") AND FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") OR ARE PERSONS FALLING WITHIN ARTICLE 49(2) OF THE ORDER AND WHO ARE QUALIFIED INVESTORS; (C) IN THE CASE OF PERSONS LOCATED IN THE UNITED STATES, PERSONS WHO ARE REASONABLY BELIEVED TO BE "QUALIFIED INSTITUTIONAL BUYERS" (EACH, A "QIB") (AS DEFINED IN RULE 144A UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT")); OR (D) ANY OTHER PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED; AND, IN EACH CASE, HAVE BEEN INVITED TO PARTICIPATE IN THE FIRM PLACING AND/OR THE PLACING BY THE BOOKRUNNER (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY PERSON WHO HAS RECEIVED OR IS DISTRIBUTING THESE TERMS AND CONDITIONS MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THESE TERMS AND CONDITIONS RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THESE TERMS AND CONDITIONS DO NOT THEMSELVES CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND THE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY IN, INTO OR WITHIN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THERE HAS NOT BEEN AND WILL NOT BE A PUBLIC OFFERING OF THE SECURITIES IN THE UNITED STATES.
EACH PLACEE (AS SUCH TERM IS DEFINED BELOW) SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN ACQUISITION OF CAPITAL RAISING SHARES (AS SUCH TERM IS DEFINED BELOW).
Unless otherwise defined in these terms and conditions, capitalised terms used in these terms and conditions shall have the meanings given to them in this announcement, or otherwise in the preliminary circular and prospectus dated 10 March 2026 prepared by, and relating to, the Company (the "Preliminary Prospectus") in connection, inter alia, with the Capital Raising and Admission. The Preliminary Prospectus has not been approved by the Financial Conduct Authority (the "FCA").
In connection, inter alia, with the Capital Raising and Admission, the final approved combined circular and prospectus (the "Prospectus") prepared by and relating to the Company is expected to be dated on or around 10 March 2026. The Prospectus will, subject to approval by the FCA, be published on the Company's website and made available to you and will be despatched by the Company to its Shareholders (other than those who have elected or have deemed to have elected to receive soft copy, e-mail notifications or postal notifications of the publication of documents). The Prospectus is not expected to be approved and published prior to Placees entering into a legally binding commitment in respect of the Firm Placing or Placing with the Bookrunner, as agent of and on behalf of the Company. As such, any commitments made under the Firm Placing and/or the Placing will be on the basis of the Preliminary Prospectus and this announcement and the terms and conditions in this Appendix.
The Firm Placing will consist of an offer of New Ordinary Shares (the "Firm Placing Shares") by way of a placing with institutional investors. The Placing will consist of an offer of New Ordinary Shares by way of a placing with institutional investors subject to clawback by Qualifying Shareholders pursuant to the Open Offer (the "Placing Shares" and together with the Firm Placing Shares, the "Capital Raising Shares"). If a person indicates to the Bookrunner that it wishes to participate in the Firm Placing and/or Placing by making an oral or written offer to acquire Firm Placing Shares pursuant to the terms of the Firm Placing and/or Placing Shares pursuant to the terms of the Placing (each such person, a "Placee"), such person will be deemed: (i) to have read and understood in their entirety the terms and conditions in this Appendix and the announcement of which it forms part and the Preliminary Prospectus; (ii) to be participating and making such offer on the terms and conditions contained in this Appendix; and (iii) to be providing the representations, warranties, indemnities, agreements, undertakings, acknowledgements and confirmations contained in the terms and conditions in this Appendix.
In particular, each Placee represents, warrants and acknowledges that:
1. it is a Relevant Person and undertakes that it will acquire, hold, manage and dispose of any of the Capital Raising Shares that are allocated to it for the purposes of its business only;
2. in the case of any Capital Raising Shares subscribed for by it as a financial intermediary, if in a member state of the EEA or the UK, it is a Qualified Investor and: (i) the Capital Raising Shares acquired by and/or subscribed for by it have not been acquired and/or subscribed for on a non-discretionary basis on behalf of, nor have they been acquired and/or subscribed for with a view to their offer or resale to, persons in any EEA member state or the UK other than Qualified Investors (as such term is defined in either the EU Prospectus Regulation or the POATR, as applicable), or in circumstances in which the prior consent of the Bookrunner has been obtained to each such proposed offer or resale; or (ii) where Capital Raising Shares have been acquired and/or subscribed for by it on behalf of persons in any EEA member state or the UK other than Qualified Investors, the offer of those Capital Raising Shares to it is not treated under the EU Prospectus Regulation or the POATR (as applicable) as having been made to such persons;
3. it is and, at the time the Capital Raising Shares are acquired, will be either: (i) not located in the United States (within the meaning of Regulation S under the US Securities Act ("Regulation S")); acquiring the Capital Raising Shares in an offshore transaction in accordance with Regulation S; not a resident of any Excluded Territories (as defined below) or a corporation, partnership or other entity organised under the laws of any Excluded Territories; and subscribing for the Capital Raising Shares for its own account (or for the account of affiliates or funds managed by it or its affiliates with respect to which it either has investment discretion or which are located outside the United States); or (ii) a QIB, which is (a) aware, and each potential beneficial owner of the Capital Raising Shares has been advised, that the sale to it of the Capital Raising Shares is being made in accordance with Rule 144A or another available exemption from, or in a transaction not subject to, registration under the US Securities Act, and (b) either acquiring the Capital Raising Shares for its own account, or any account for which it is acquiring the Capital Raising Shares is a QIB. If the Placee is participating in the Placings as or on behalf of a QIB, it agrees to furnish to the Bookrunner and the Company a signed U.S. investor letter in the form provided by the Bookrunner and the Company. These terms and conditions do not constitute, subject to certain exceptions, an offer to sell or issue or the invitation or solicitation of an offer to buy or acquire the Capital Raising Shares in, or to residents of, any jurisdiction including, without limitation, Australia, Canada, Switzerland, South Korea, Israel, South Africa, Japan, Singapore and the United States or any other jurisdiction where the extension or availability of the Placings would breach any applicable laws or regulations (each an "Excluded Territory", and "Excluded Territories" shall mean any of them);
4. it understands (or, if acting for the account of another person, such person understands) the resale and transfer restrictions set out in this Appendix;
5. the Company and the Bookrunner will rely upon the truth and accuracy of the foregoing representations, warranties and acknowledgements; and
6. these terms and conditions and the information contained herein are not for release, publication or distribution, directly or indirectly, in whole or in part, to persons in, or who are residents of, the United States, or, subject to certain exceptions, any other Excluded Territory.
In particular, the Capital Raising Shares referred to in these terms and conditions have not been and will not be registered under the US Securities Act or the securities laws of any state or other jurisdiction of the United States and the Capital Raising Shares may not be offered, sold, transferred or delivered, directly or indirectly in, into or within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable laws of any state or other jurisdiction of the United States. Accordingly, the Capital Raising Shares are being offered and sold outside the United States in accordance with Regulation S. There has not been and will not be a public offering of the Capital Raising Shares in the United States, and any offering or sale of Capital Raising Shares in the United States will be made only to a limited number of persons reasonably believed to be QIBs pursuant to an exemption from registration under the US Securities Act in a transaction not involving a public offering. The Capital Raising Shares have not been approved, disapproved or recommended by the U.S. Securities and Exchange Commission, or any state securities commission in the United States, or any other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placings or the accuracy or adequacy of these terms and conditions. Any representation to the contrary is a criminal offence in the United States.
The distribution of these terms and conditions and the offer and/or placing of the Capital Raising Shares in certain other jurisdictions may be restricted by law. No action has been or will be taken by the Bookrunner or the Company that would, or is intended to, permit an offer of the Capital Raising Shares or possession or distribution of these terms and conditions or any other offering or publicity material relating to the Capital Raising Shares in any jurisdiction where any such action for that purpose is required, save as mentioned above. Persons into whose possession these terms and conditions come are required by the Bookrunner and the Company to inform themselves about and to observe any such restrictions.
Each Placee's commitments will be made solely on the basis of the information set out in the terms and conditions in this Appendix, this announcement and the Preliminary Prospectus. Each Placee, by participating in the Placings, acknowledges and agrees that it has not relied on any other information, representation, warranty or statement made by or on behalf of the Bookrunner or the Company or any of their respective affiliates and the Bookrunner, the Company or any person acting on such person's behalf or any of their respective affiliates has or shall have liability for any Placee's decision to accept the invitation to participate in the Placing based on any other information, representation, warranty or statement. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting the invitation to participate in the Placings.
No undertaking, representation, warranty or any other assurance, express or implied, is made or given by or on behalf of the Bookrunner or any of its affiliates, its directors, officers, employees, agents, advisers, or any other person, as to the accuracy, completeness, correctness or fairness of the information or opinions contained in the Preliminary Prospectus and/or the Prospectus (when published), this announcement or for any other statement made or purported to be made by any of them, or on behalf of them, in connection with the Company, the Capital Raising or Admission and no such person shall have any responsibility or liability for any such information or opinions or for any errors or omissions. Accordingly, save to the extent permitted by law, no liability whatsoever is accepted by the Bookrunner or any of its directors, officers, employees or affiliates or any other person for any loss howsoever arising, directly or indirectly, from any use of this announcement or such information or opinions contained herein or otherwise arising in connection with the Preliminary Prospectus and/or the Prospectus (when published).
These terms and conditions do not constitute or form part of, and should not be construed as, any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any Capital Raising Shares or any other securities or an inducement or recommendation to enter into investment activity, nor shall these terms and conditions (or any part of them), nor the fact of their distribution, form the basis of, or be relied on in connection with, any investment activity. No statement in this announcement is intended to be nor may be construed as a profit forecast and nor should any such statement be interpreted to mean that the Company's profits or earnings per share for any future period will necessarily match or exceed historical published profits or earnings per share of the Company.
Proposed Firm Placing of Firm Placing Shares and Placing of Placing Shares subject to clawback in respect of valid applications by Qualifying Shareholders pursuant to the Open Offer
Placees are referred to in the terms and conditions in this Appendix, this announcement and the Preliminary Prospectus containing details of, inter alia, the Capital Raising and Admission. The terms and conditions in this Appendix, this announcement, the Preliminary Prospectus and the Prospectus (when published) have been prepared and issued, or will be issued, by the Company, and each of these documents is and will be the sole responsibility of the Company.
The Bookrunner has agreed, pursuant to the Placing Agreement, to use reasonable endeavours to procure subscribers for the Firm Placing Shares and Placing Shares, as agent for the Company, at the Offer Price. Placees for Placing Shares in the Placing are subject to clawback to satisfy valid application by Qualifying Shareholders under the Open Offer. The Firm Placing Shares are not subject to clawback and do not form part of the Placing and Open Offer. The Firm Placing and Placing and Open Offer have been fully underwritten by the Bookrunner on, and subject to, the terms and conditions of the Placing Agreement.
To the extent that any Placee fails to take up any or all of the Capital Raising Shares which have been allocated to it or which it has agreed to take up at the Offer Price, the Bookrunner has agreed, on the terms and subject to the conditions in the Placing Agreement, to take up such Capital Raising Shares at the Offer Price.
To the extent that Placees cannot be found for the Capital Raising Shares (which are not in respect of the Placing Shares, applied for by Qualifying Shareholders under the Open Offer), the Bookrunner has agreed, on the terms and subject to the conditions in the Placing Agreement, to take up such Capital Raising Shares at the Offer Price.
Listing and admission to trading
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 its Main Market for listed securities.
Application will also be made to Euroclear UK & International Limited for the entitlements to the Open Offer Shares (the "Open Offer Entitlements") to be admitted as separate participating securities within CREST.
The New Ordinary Shares issued under the Firm Placing, the Placing and the Open Offer, when issued and fully paid, will be identical to, and will rank pari passu in all respects with, the Consolidated Shares, including the right to receive all dividends and other distributions declared, made or paid on the Consolidated Shares by reference to a record date on or after Admission.
Subject to the conditions below being satisfied, it is expected that Admission will become effective on 30 March 2026 and that dealings for normal settlement in the Capital Raising Shares will commence at 8:00 a.m. on the same day.
The Firm Placing, the Placing and the Open Offer are conditional, inter alia, on:
a) the Prospectus being approved by the FCA on or before 4:00 p.m. on 10 March 2026 and being made available to the public by no later than 6:00 p.m. on that day (or, in each case, such later time and/or date as the Company and the Bookrunner may agree in writing);
b) each of the Refinancing Resolutions being passed by Shareholders at the General Meeting;
c) Admission becoming effective by not later than 8:00 a.m. on 30 March 2026 (or such later time or date as the Company and the Bookrunner may agree in writing); and
d) the Placing Agreement having become unconditional in all respects and not having been terminated by the Bookrunner in accordance with its terms prior to Admission.
The full terms and conditions of the Open Offer will be contained in the Prospectus to be issued by the Company in connection with, inter alia, the Capital Raising and Admission. The Prospectus to be issued by the Company is expected to be approved by the FCA and made available to the public in accordance with paragraph 9.5 of the PRM.
Bookbuild of the Placings
The Bookrunner will be conducting an accelerated bookbuild process commencing immediately following this announcement (the "Bookbuild") in order to determine demand for participation in the Placings. The Bookrunner, as agent for the Company, will seek to procure Placees as part of this Bookbuild. These terms and conditions give details of the terms and conditions of, and the mechanics for participation in, the Placings.
Principal terms of the Bookbuild
a) By participating in the Placings, Placees will be deemed: (i) to have read and understood the terms and conditions in this Appendix, this announcement and the Preliminary Prospectus; (ii) to be participating and making an offer for any Capital Raising Shares on these terms and conditions; and (iii) to be providing the representations, warranties, indemnities, agreements, undertakings, acknowledgements and confirmations contained in these terms and conditions.
b) Participation in the Placings will only be available to persons who are Relevant Persons and who may lawfully be, and are, invited to participate by the Bookrunner. The Bookrunner and its respective affiliates are entitled to enter bids for Capital Raising Shares as principal in the Bookbuild.
c) To bid in the Bookbuild, Placees should communicate their bid by telephone or in writing to their usual sales contact at the Bookrunner. Each bid should state the aggregate number of Firm Placing Shares and Placing Shares which the Placee wishes to acquire at the Offer Price.
d) The Offer Price will be payable to the Bookrunner (on behalf of the Company) by the Placees in respect of the Capital Raising Shares allocated to them. Bids may be scaled down by the Bookrunner on the basis referred to in paragraph (g) below.
e) The Bookbuild is expected to close on or around 4:00 p.m. on 10 March 2026, subject to acceleration, but may close earlier or later, at the discretion of the Bookrunner and the Company. The timing of the closing of the books and allocations will be agreed between the Bookrunner and the Company following completion of the Bookbuild. The Bookrunner may, in agreement with the Company, accept offers to subscribe for Capital Raising Shares that are received after the Bookbuild has closed.
f) An offer to subscribe for Capital Raising Shares in the Bookbuild will be made on the basis of the terms and conditions in this Appendix (which shall be deemed to be incorporated into such offer), this announcement and the Preliminary Prospectus and will be legally binding on the Placee by which, or on behalf of which, it is made and will not be capable of variation or revocation.
g) Subject to paragraph (f) above, the Bookrunner reserves the right not to accept bids or to accept bids, either in whole or in part, on the basis of allocations determined at the Bookrunner's discretion and may scale down any bids as the Bookrunner may determine, subject to consultation with the Company. The acceptance of bids shall be at the Bookrunner's absolute discretion, subject to consultation with the Company.
h) If successful, each Placee's allocation will be confirmed to it by the Bookrunner following the close of the Bookbuild. Oral or written confirmation (at the Bookrunner's discretion) from the Bookrunner to such Placee confirming its allocation will constitute a legally binding commitment upon such Placee, in favour of the Bookrunner and the Company to acquire the number of Capital Raising Shares allocated to it (and in the respective numbers of Firm Placing Shares and Placing Shares (subject to clawback) so allocated) on the terms and conditions set out herein (which shall be deemed to be incorporated in such legally binding commitment). Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to the Bookrunner, to pay to the Bookrunner (or as the Bookrunner may direct) as agent for the Company in cleared funds an amount equal to the product of the Offer Price and the number of Firm Placing Shares and, once apportioned after clawback (in accordance with the procedure described in the paragraph entitled "Placing procedure" below), the Placing Shares, which such Placee has agreed to acquire.
i) Each Placee's allocation and commitment together with settlement arrangements will be confirmed by an electronic contract note and/or electronic trade confirmation issued to such Placee by the Bookrunner in due course. The contract note or trade confirmation will include the payment and settlement procedures to be followed by Placees in connection with their acquisition of Capital Raising Shares.
j) The Company will make a further announcement following the close of the Bookbuild detailing the number of Capital Raising Shares to be issued (the "Placing Results Announcement"). It is expected that such Placing Results Announcement will be made as soon as practicable after the close of the Bookbuild.
k) Irrespective of the time at which a Placee's allocation(s) pursuant to the Placings is/are confirmed, settlement for all Capital Raising Shares to be acquired pursuant to the Placings will be required to be made at the same time on the basis explained below under the paragraph "Registration and settlement".
l) By participating in the Bookbuild, each Placee agrees that its rights and obligations in respect of the Firm Placing and/or Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee. All obligations under the Placings will be subject to the fulfilment of the conditions referred to below under the paragraph "Conditions of the Placings and Termination of the Placing Agreement".
m) To the fullest extent permissible by law, neither the Bookrunner nor any of its affiliates nor any of its or its affiliates' agents, directors, officers or employees, respectively, shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither the Bookrunner nor any of its affiliates nor any of its or its respective affiliates' agents, directors, officers or employees, respectively, shall have any liability (including, to the extent permissible by law, any fiduciary duties), to any Placee (or to any person whether acting on behalf of a Placee or otherwise) in respect of the Bookrunner's conduct of the Bookbuild or of such alternative method of effecting the Placings as the Bookrunner and the Company may agree.
Conditions of the Placings and Termination of the Placing Agreement
Placees will only be called on to subscribe for Capital Raising Shares if the obligations of the Bookrunner under the Placing Agreement have become unconditional in all respects and the Bookrunner has not terminated the Placing Agreement prior to Admission.
The Bookrunner's obligations under the Placing Agreement in respect of the Firm Placing, the Placing and the Open Offer are conditional on, inter alia:
a) the Prospectus having been approved by the FCA in accordance with the PRM by not later than 4:00 p.m. on 10 March 2026 and having been made available to the public in accordance with the PRM by no later than 6:00 p.m. on that day (or such later time and/or date as the Company and the Bookrunner may agree in writing);
b) Admission occurring by not later than 8:00 a.m. on 30 March 2026 or such later time and/or date as the Company and the Bookrunner may agree in writing, being not later than 29 April 2026;
c) the passing of each of the Refinancing Resolutions (without any amendment which, in the opinion of the Bookrunner, is material) at the General Meeting by no later than 27 March 2026 (or at any adjournment of such meeting);
d) the representations and warranties given by the Company to the Bookrunner in the Placing Agreement (disregarding certain materiality qualifiers set out therein), being true and accurate as of the date of the Placing Agreement, the date of the Placing Results Announcement (if different from the date of the Placing Agreement), the date of the Prospectus, the date of any supplementary prospectus published prior to Admission and immediately before Admission, in each case as though they had been given by reference to the facts and circumstances then subsisting, save to the extent that (other than in respect of certain representations and warranties), in the good faith opinion of the Bookrunner, the relevant breach is not material;
e) compliance by the Company with all of its obligations and undertakings under the Placing Agreement or under the terms and conditions of the Capital Raising which fall to be performed or complied with on or prior to Admission, save to the extent that, in the good faith opinion of the Bookrunner, such non-compliance is not material;
f) each Irrevocable Undertaking (as that term is defined in the Placing Agreement) remaining in full force and effect and not, in the good faith opinion of the Bookrunner (acting reasonably) having been terminated or modified or amended in any material respect;
g) the Existing RCF remaining in full force and effect and not having been terminated or modified or amended (other than as may be expressly envisaged by the terms of the Restructuring Implementation Deed), in the good faith opinion of the Bookrunner (acting reasonably), in any material respect;
h) the Restructuring Implementation Deed remaining in full force and effect and not having been terminated or modified or amended, or its terms not complied with (including, for the avoidance of doubt, there having be no modification or amendment to any Agreed Form Refinancing Agreement (in each case as that term is defined in the Placing Agreement) appended thereto), in the good faith opinion of the Bookrunner (acting reasonably), in any material respect;
i) the posting of the Application Forms and the sending of a CREST instruction to credit the CREST accounts of Qualifying Shareholders as contemplated in the Prospectus and in accordance with the Placing Agreement;
j) no matter referred to in paragraphs 10.1.1(R), 10.1.4(R) or 10.1.22(R) of the PRM arising between the publication of the Prospectus and Admission which the Bookrunner considers in good faith to be material;
k) any supplementary prospectus required prior to Admission pursuant to paragraph 10.1R of the PRM having been approved by the FCA and having been published prior to Admission in accordance with paragraphs 9.5 and 9.6 of the PRM;
l) there not having occurred, in the good faith opinion of the Bookrunner, any Material Adverse Change (as that term is defined in the Placing Agreement) at any time between the date of the Placing Agreement and Admission (whether or not foreseeable at the date of the Placing Agreement);
m) no matter having arisen before Admission which might reasonably be expected, in the good faith opinion of the Bookrunner (acting reasonably), to give rise to a material claim under the indemnity in the Placing Agreement; and
n) the Company having applied to Euroclear for admission of the Open Offer Entitlements as participating securities within CREST and no notification having been received from Euroclear on or prior to Admission that such admission has been or is to be refused and Euroclear approving the entry into CREST of the Open Offer Entitlements,
(all such conditions included in the Placing Agreement being, together, the "Conditions").
The Placing Agreement can be terminated at any time before Admission by the Bookrunner by giving notice to the Company in certain circumstances, including (but not limited to) where:
a) any statement contained in any offer document (or any amendment or supplement thereto) is or has become untrue or inaccurate in any material respect or omits to state a material fact necessary in order to make such statement, in light of the circumstances under which it was made, not misleading, or any matter has arisen which would, if such offer document (or amendment or supplement thereto) were to be issued at that time, constitute an omission therefrom which, in the opinion of the Bookrunner, is material;
b) there has been a breach by the Company of any of its obligations under the Placing Agreement (including by not satisfying the Conditions by the time specified or required) or any other term of condition applicable to the Capital Raising which in each case fall to be performed or complied with prior to Admission, which in the good faith opinion of the Bookrunner is material;
c) any Irrevocable Undertaking has been terminated or modified or amended, in the good faith opinion of the Bookrunner (acting reasonably), in any material respect;
d) the Existing RCF has been terminated or modified or amended (other than as may be expressly envisaged by the terms of the Restructuring Implementation Deed), in the good faith opinion of the Bookrunner (acting reasonably), in any material respect;
e) the Restructuring Implementation Deed has been terminated or modified or amended, or its terms not complied with (including, for the avoidance of doubt, any modification or amendment to any Agreed Form Refinancing Agreement (in each case as that term is defined in the Placing Agreement) appended thereto), in the good faith opinion of the Bookrunner (acting reasonably), in any material respect;
f) there has been a breach by the Company of any of the representations and warranties given to the Bookrunner in the Placing Agreement (disregarding certain materiality qualifiers set out therein), or an event occurs which, if those representations and warranties were repeated immediately after that event, would make any of them untrue or incorrect, save to the extent (other than in respect of certain representations and warranties), in the good faith opinion of the Bookrunner, the relevant breach is not material;
g) there has been, in the good faith opinion of the Bookrunner, a Material Adverse Change (whether or not foreseeable at the date of the Placing Agreement);
h) any matter referred to in paragraphs 10.1.1(R), 10.1.4(R) or 10.1.22(R) of the PRM has arisen between the publication of the Prospectus and Admission which would require the publication of a supplementary prospectus and which in the good faith opinion of the Bookrunner is materially adverse;
i) there has occurred:
a. (i) any adverse change in the financial markets in the United States, the United Kingdom, Canada or in any member of the EEA or the international financial markets; (ii) any outbreak or escalation of hostilities, war, act of terrorism, declaration of emergency or martial law or other calamity or crisis or event; (iii) any change or development involving a prospective change in national or international political, financial, economic, monetary or market conditions or currency exchange rates or controls;
b. any suspension of or material limitation to trading in any securities of the Company by the London Stock Exchange or the suspension or material limitation to trading generally on the New York Stock Exchange, the NASDAQ National Market, the Toronto Stock Exchange or the London Stock Exchange, or minimum or maximum prices for trading having been fixed, or maximum ranges for prices of securities having been required, by any of said exchanges or by order of any governmental authority, or a material disruption in commercial banking or securities settlement or clearance services in the United States, Canada, the United Kingdom or in any member of the EEA;
c. any change in the United Kingdom taxation laws materially adversely affecting the Group, the New Ordinary Shares or the issue thereof; or
d. any declaration of a banking moratorium by the United States, the United Kingdom, Canada or any member of the EEA,
which would, in the good faith opinion of the Bookrunner, make it impractical or inadvisable to proceed with the Capital Raising or the underwriting of the Capital Raising Shares, or
j) the application for Admission is refused by the London Stock Exchange, or is withdrawn by the Company.
If any Condition has not been satisfied or has become incapable of being satisfied by the required time and date (and is not waived by the Bookrunner as described below) or if the Placing Agreement is terminated, all obligations under these terms and conditions will automatically terminate.
By participating in the Placings, each Placee agrees that its rights and obligations hereunder are conditional on the Placing Agreement becoming unconditional in all respects and that its rights and obligations will terminate only in the circumstances described above and will not be capable of rescission or termination by it after oral or written confirmation by the Bookrunner (at the Bookrunner's discretion) following the close of the Bookbuild.
The Bookrunner may in its absolute discretion in writing and upon such terms as it thinks fit waive the satisfaction of certain of the Conditions in the Placing Agreement or extend the time provided for fulfilment of such Conditions. Any such extension or waiver will not affect Placees' commitments as set out in these terms and conditions.
By participating in the Placings each Placee agrees that the exercise by the Company or the Bookrunner of any right or other discretion under the Placing Agreement, including (without limitation) any decision made by the Bookrunner as to whether or not to waive or to extend the time and/or date for the fulfilment of any condition in the Placing Agreement and/or (on behalf of the Bookrunner) whether or not to exercise any termination right, shall be within the absolute discretion of the Company and the Bookrunner (as the case may be).
Neither the Company nor the Bookrunner shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision made by the Bookrunner as to whether or not to waive or to extend the time and/or date for the fulfilment of any condition in the Placing Agreement and/or whether or not to exercise any such termination right.
Withdrawal rights
Placees acknowledge that their agreement to subscribe for Capital Raising Shares is not by way of acceptance of the public offer made in the Prospectus and the Application Form but is by way of a collateral contract and as such, paragraph 10.1.14R of the PRM does not entitle Placees to withdraw in the event that the Company publishes a supplementary prospectus in connection with the Capital Raising or Admission.
Placing procedure
Placees shall subscribe for the Firm Placing Shares and/or Placing Shares to be issued pursuant to the Firm Placing and/or Placing (subject to clawback in the case of the Placing) and any allocation of the Firm Placing Shares and Placing Shares (subject to clawback) to be issued pursuant to the Firm Placing and/or the Placing will be notified to them on or around 10 March 2026 (or such other time and/or date as the Company and the Bookrunner may agree).
Placees will be called upon to subscribe for, and shall subscribe for, the Placing Shares only to the extent that valid applications and payment in full by Qualifying Shareholders under the Open Offer are not received by 11:00 a.m. on 26 March 2026 or if applications have not otherwise not been deemed to be valid in accordance with the terms set out in the Prospectus and the Application Form.
If you are a Qualifying Shareholder and you take up and pay for New Ordinary Shares under the Open Offer to which you are entitled in accordance with its terms, you may request, by returning an off-set application form which may be acquired from the Bookrunner (the "Off-set Application Form"), that your participation in the Placing be reduced by up to the number of New Ordinary Shares in your total Open Offer entitlement which you have validly taken up and paid for under the Open Offer (to a maximum of the number of New Ordinary Shares in your Placing participation) ("Off-set"). If the Off-set Application Form is not returned by the closing time of the Open Offer, you will be deemed to have waived your right to claim Off-set in respect of any New Ordinary Shares taken up under the Open Offer.
Payment in full for any Firm Placing Shares and Placing Shares so allocated (subject to clawback in the case of the Placing Shares) in respect of the Placings at the Offer Price must be made by no later than 8:00 a.m. on 30 March 2026 (or by such later date as shall be no later than five business days following Admission, if Admission is delayed).
The Bookrunner will notify Placees if any of the dates in these terms and conditions should change, including as a result of delay in the posting of the Prospectus, the Application Forms or the crediting of the Open Offer Entitlements in CREST or the production of a supplementary prospectus or otherwise.
Lock-up
The Company has undertaken to the Bookrunner that, between the date of the Placing Agreement and the date falling 180 days after the last date for acceptance under the terms of the Open Offer (inclusive), it will not, without the prior written consent of the Bookrunner enter into certain transactions involving or relating to the Ordinary Shares, subject to certain customary and other carve-outs agreed between the Bookrunner and the Company.
By participating in the Placings, Placees agree that the exercise by the Bookrunner of any power to grant consent to waive the undertaking by the Company of a transaction which would otherwise be subject to the lock-up under the Placing Agreement shall be within the absolute discretion of the Bookrunner and that they need not make any reference to, or consult with, Placees and that they shall have no liability to Placees whatsoever in connection with any such exercise of the power to grant consent.
Registration and settlement
Settlement of transactions in the Capital Raising Shares following Admission will take place within the CREST system, subject to certain exceptions.
The Bookrunner and the Company reserve the right to require settlement for, and delivery of, the Capital Raising Shares to Placees by such other means that they deem necessary if delivery or settlement is not possible or practicable within the CREST system within the timetable set out in the Preliminary Prospectus and/or the Prospectus or would not be consistent with the regulatory requirements in the Placee's jurisdiction. Each Placee will be deemed to agree that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions which they have in place with the Bookrunner.
Settlement for the Capital Raising Shares will be on a delivery versus payment basis and is expected to take place on or around 30 March 2026.
Interest is chargeable daily on payments to the extent that value is received after the due date from Placees at the rate of two percentage points above prevailing SONIA. Each Placee is deemed to agree that if it does not comply with these obligations, the Bookrunner may sell any or all of the Capital Raising Shares allocated to it on its behalf and retain from the proceeds, for its own account and benefit, an amount equal to the aggregate amount owed by the Placee to the Bookrunner (on behalf of the Company) plus any interest due. By communicating a bid for Capital Raising Shares, each Placee confers on the Bookrunner and the Company all such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which the Bookrunner lawfully takes in pursuance of such sale. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon any transaction in the Capital Raising Shares on such Placee's behalf.
Acceptance
By participating in the Placings, each Placee (and any person acting on such Placee's behalf) (together, "you") irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (as the case may be) with the Bookrunner and its affiliates and agents and the Company, the following:
1. you are duly incorporated and validly existing under the laws of your jurisdiction of incorporation. You have power under your constitutional documents and have obtained all necessary authorities (including, without limitation, all relevant members' resolutions) to subscribe for and pay for the Capital Raising Shares in the manner proposed and to enter into and perform your obligations pursuant to the terms and conditions in this Appendix, and there are no governmental or regulatory consents or other third party approvals, authorisations or orders required in order for you to subscribe for and pay for the Capital Raising Shares in the manner proposed and to enter into and perform your obligations pursuant to the terms and conditions in this Appendix that have not been or will not prior to Admission have been obtained and you have not taken any action which will or may result in the Bookrunner or the Company being in breach of the legal or regulatory requirements of any jurisdiction;
2. your agreement to subscribe for Capital Raising Shares will comply with all agreements to which you are a party or by which you or any of your properties or assets is bound and which are material to your participation and your obligations in respect thereof;
3. the information, if any, relating to you set out in the Preliminary Prospectus is true and accurate and not misleading in any respect and the information relating to you provided or to be provided by you for inclusion in the Prospectus is or will be true and accurate and not misleading in any respect;
4. you have received a copy of this announcement (and the terms and conditions herein), the Preliminary Prospectus (including the terms and conditions of the Capital Raising) and all such other information as you deem necessary to make an investment decision in relation to the Capital Raising Shares. Your commitment will be solely on the basis of the information contained in the Preliminary Prospectus and this announcement. You acknowledge however that the Preliminary Prospectus is in draft form and is subject to updating, completion, revision, further verification and amendment and you agree that you have relied on your own investigation of the business, financial or other position of the Company in accepting your participation in the Placings;
5. you have funds available to pay the full amount in respect of your participation in the Placings as and when due;
6. you acknowledge and agree that the Capital Raising Shares have not been and will not be registered under the US Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States. You further understand that the Capital Raising Shares have not been registered under the applicable laws of any of the Excluded Territories;
7. You are not located in the United States (within the meaning of Regulation S); you are acquiring the Capital Raising Shares in an offshore transaction in accordance with Regulation S; not a resident of any Excluded Territories or a corporation, partnership or other entity organised under the laws of any Excluded Territories; and subscribing for the Capital Raising Shares for your own account (or for the account of your affiliates or funds managed by you or your affiliates with respect to which you either have investment discretion or which are located outside the United States);
8. you are subscribing for the Capital Raising Shares for investment purposes, in each case, not with a view to, or for resale in connection with, the distribution thereof, directly or indirectly, in whole or in part, into or within the United States within the meaning of U.S. securities laws;
9. you acknowledge and agree that you are not acquiring the Capital Raising Shares as a result of any "directed selling efforts" as defined in Regulation S;
10. you are: (i) a person of a kind described in Article 19 and/or Article 49 of the Order and you understand that the terms and conditions set out herein are directed only at (a) persons who have professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Order or (b) high net worth entities (including companies and unincorporated associations of high net worth and trusts of high value) or other persons falling within Article 49(2)(a) to (d) of the Order, and that, accordingly, any investment or investment activity to which these terms and conditions relate is available only to you as such a person or will be engaged in only with you as such a person; and (ii) not intending to offer or sell or otherwise deal with the Capital Raising Shares in any way which would result in an offer to the public in the UK within the meaning of POATR or in any other jurisdiction or require registration or prospectus publication or similar actions in any other jurisdiction;
11. you understand and accept that in offering you a participation in the Placings, the Bookrunner is not making any recommendations to or advising you regarding the suitability or merits of any transaction you may enter into in connection with the Capital Raising or otherwise and that you are not, and do not regard yourself as, a client of the Bookrunner or of any of its affiliates in connection with the Capital Raising. To the fullest extent permitted by law, you acknowledge and agree to the disclaimers contained in this announcement;
12. you acknowledge that the Bookrunner is authorised in the United Kingdom by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the PRA and the FCA;
13. without limiting the foregoing, you acknowledge that the Bookrunner is acting exclusively for the Company and no one else in connection with the Capital Raising, and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in connection with the Capital Raising or any other matter referred to in the terms and conditions in this Appendix, this announcement, the Preliminary Prospectus and/or the Prospectus (when published);
14. you understand and accept that the exercise by the Bookrunner of any rights or discretions under the Placing Agreement shall be within the absolute discretion of the Bookrunner, which does not need to have any reference to you and shall have no liability to you whatsoever in connection with any decision to exercise or not to exercise any such right and you agree that you have no rights against the Bookrunner or the Company, or any of their respective directors and employees under the Placing Agreement pursuant to the Contracts (Rights of Third Parties Act) 1999;
15. you are not a person whose business is, or includes, issuing depository receipts or a person whose business is, or includes, the provision of clearance services for the purchase or sale of securities or a nominee of any such person;
16. you declare that sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary receipts and clearance services) do not apply on your acquisition of any Capital Raising Shares under the Capital Raising (if this is not applicable please indicate your status for stamp duty and stamp duty reserve tax purposes);
17. you have read, agreed with, understood and accepted the terms and conditions in this Appendix, this announcement and the Preliminary Prospectus and, accordingly, irrevocably agree in accordance with such terms and conditions to subscribe and pay for the number of Capital Raising Shares comprised in your participation in the Placings. In particular, and without limitation, you acknowledge that your participation in the Placing is subject to clawback to satisfy acceptances under the terms of the Open Offer;
18. you acknowledge that your agreement to subscribe for the number of Capital Raising Shares comprised in your participation in the Placings is not to be made pursuant to the Prospectus but is made pursuant to the terms and conditions in this Appendix;
19. you confirm that if you duly apply and subscribe (on the terms set out in the Prospectus) for Open Offer Shares to which you are entitled such application and subscription shall extend to an irrevocable undertaking to subscribe such number of New Ordinary Shares at the Offer Price following expiry of the Open Offer in the event that, as a result of your default or otherwise, you have failed to fulfil your obligation to apply and subscribe for all those Open Offer Shares to which you are entitled;
20. you have not, in agreeing to subscribe for Capital Raising Shares, relied on any information, representations and/or warranties from the Bookrunner or the Company or any of their directors, officers, agents, representatives, subsidiaries or affiliates or any other person save for the information contained in the Preliminary Prospectus and this announcement;
21. you acknowledge that the content of this announcement, the Preliminary Prospectus and the Prospectus (when published) is exclusively the responsibility of the Company and neither the Bookrunner nor any person acting on its behalf has or shall have liability for any information, representation or statement contained in such documents or any information previously published by or on behalf of the Company and will not be liable for your decision to participate in the Capital Raising based on any information, representation or statement contained in such documents or otherwise;
22. (i) you have not relied on, and will not rely on, any information relating to the Company contained or which may be contained in any research report or investor presentation prepared or which may be prepared by the Bookrunner or any of its affiliates or any person acting on behalf of any such person; (ii) neither the Bookrunner nor any of its affiliates nor any person acting on behalf of any of such persons has or shall have any responsibility or liability for public information relating to the Company; (iii) neither the Bookrunner nor any of its affiliates nor any person acting on behalf of any of such persons has or shall have any responsibility or liability for any additional information that has otherwise been made available to it, whether at the date of publication of such information, the date of these terms and conditions or otherwise; and that (iv) neither the Bookrunner nor any of its affiliates nor any person acting on behalf of any of such persons makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of any such information referred to in (i) to (iii) above, whether at the date of publication of such information, the date of this announcement or otherwise;
23. you are acting as principal only in respect of the Capital Raising or, if you are acting for any other person: (i) you are duly authorised to do so and have full power to make the acknowledgments, representations and agreements herein on behalf of each such person; (ii) you are and will remain liable to the Company and the Bookrunner for the performance of all of your obligations as a Placee in respect of the Capital Raising (regardless of the fact that you are acting for another person); (iii) you are a Relevant Person and undertake that you will acquire, hold, manage or dispose of any Capital Raising Shares that are allocated to you for the purposes of your business; and/or if you are a financial intermediary, that: (a) the Capital Raising Shares acquired and/or subscribed for by you have not been acquired and/or subscribed for on a non-discretionary basis for or on behalf of, and nor have they been acquired and/or subscribed for by you with a view to their offer or resale to, persons in a member state of the EEA or the UK other than Qualified Investors (as such term if defined in either the EU Prospectus Regulation or the POATR, as applicable); or (b) where the Capital Raising Shares have been acquired and/or subscribed for by you on a non-discretionary basis for or on behalf of persons in a member state of the EEA or the UK other than Qualified Investors, or have been acquired and/or subscribed for by you with a view to their offer or resale to persons in a member state of the EEA or the UK other than Qualified Investors, the prior consent of the Bookrunner has been obtained and the offer or resale of those Capital Raising Shares to such persons will be made only where it will not be treated under the EU Prospectus Regulation or POATR (as applicable) as an offer to the public;
24. that a communication that the Capital Raising or the book is "covered" (i.e. indicated demand from investors in the book equals or exceeds the amount of the securities being offered) is not any indication or assurance that the book will remain covered or that the Capital Raising and securities will be fully distributed by the Bookrunner. The Bookrunner reserves the right to take up a portion of the securities in the Capital Raising as a principal position at any stage at their sole discretion, inter alia, to take account of the Company's objectives, MiFID II requirements and/or its allocation policies;
25. you and any person acting on your behalf acknowledge that the Bookrunner does not owe any fiduciary or other duty to you in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement;
26. you agree to provide the Bookrunner with such relevant documents as it may reasonably request to comply with requests or requirements that either it or the Company may receive from relevant regulators in relation to the Capital Raising, subject to its legal, regulatory and compliance requirements and restrictions;
27. you will not, during the period commencing on the date of this announcement and ending on Admission: (i) directly or indirectly, enter into any swap, derivative, or other transaction or arrangement that is intended, directly or indirectly, to have the economic effect of hedging or otherwise mitigating the economic risk associated with your commitment to subscribe for Capital Raising Shares or Open Offer Shares, whether any such transaction is to be settled by delivery of Capital Raising Shares, Open Offer Shares or other securities, in cash, or otherwise; or (ii) engage in any short selling or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any Capital Raising Shares or Open Offer Shares or any securities convertible into or exchangeable or exercisable for Capital Raising Shares or Open Offer Shares (each, a "Short Position"). You represent and warrant that, as of the date of this announcement, you do not have any Short Position with respect to the Ordinary Shares or any securities convertible into or exchangeable or exercisable for Ordinary Shares. You acknowledge that the Company and the Bookrunner is relying on this clause in accepting your order and that any breach of this clause would cause irreparable harm to the Company and the Bookrunner. The foregoing shall not apply to your ordinary course sales and trading activity unrelated to your obligations to subscribe for Capital Raising Shares or Open Offer Shares in the Capital Raising, and in particular (but without limitation) (save as prohibited by law) it shall not apply to: (a) any transaction to facilitate a client order; (b) transactions constituting ordinary course market making activity; (c) transactions entered into for the purposes of hedging in relation to the Company's securities that are undertaken with a view to achieving a substantially market neutral position (but allowing for daily trading fluctuations and without taking into account your commitment to subscribe for Capital Raising Shares or Open Offer Shares); (d) principal positions in the Company's securities or in derivatives related to the Company's securities held or entered into by you or any of your affiliates in the ordinary course of business prior to the date of this announcement; or (e) transactions that involve any securities or derivatives that reference any existing and established sector or market index, provided that the weighting of the Ordinary Shares in such sector does not exceed 10% of the index, and any such transactions shall be undertaken in compliance with applicable securities laws and regulations;
28. you are aware of, have complied with and will continue to comply with any obligations we respectively have under the Criminal Justice Act 1993, the Proceeds of Crime Act 2002, the Financial Services and Markets Act 2000 and UK MAR, to the extent applicable to you;
29. if you are a resident in the EEA, you are a "Qualified Investor" within the meaning of the EU Prospectus Regulation;
30. you are aware of your obligations in connection with money laundering under the Proceeds of Crime Act 2002 and have complied with the Money Laundering Regulations 2017 and any other applicable legislation concerning prevention of money laundering (the "Regulations") and, if you are making payment on behalf of a third party, you have obtained and recorded satisfactory evidence to verify the identity of the third party as required by the Regulations;
31. if you are acquiring any New Ordinary Shares as a fiduciary or agent for one or more accounts, you have sole investment discretion with respect to each such account and you have full power to make, and do make, the warranties and undertakings set out herein on behalf of each such account;
32. you acknowledge that time is of the essence as regards your obligations in respect of your participation in the Placings; and
33. you acknowledge that the Company, the Bookrunner and any person acting on their behalf will rely upon the truth and accuracy of and compliance with the foregoing confirmations, representations, warranties, undertakings and acknowledgements.
Please also note that the agreement to allot and issue Capital Raising Shares to Placees (or the persons for whom Placees are contracting as agent) free of stamp duty and stamp duty reserve tax in the UK relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct from the Company for the Capital Raising Shares in question. Each Placee agrees to indemnify on an after-tax basis and hold the Bookrunner and/or the Company and their respective affiliates harmless from any and all stamp duty, stamp duty reserve tax and all other similar duties or taxes to the extent that such taxes, interest, fines or penalties arise from the unreasonable default or delay of that Placee or its agent. In addition, Placees should note that they will be liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the acquisition by them of any Capital Raising Shares or the agreement by them to acquire any Capital Raising Shares.
Furthermore, each Placee agrees to indemnify and hold the Company, the Bookrunner and each of their and their respective affiliates' agents, directors, officers and employees, harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings given by the Placee in this announcement and further agrees that the Company and the Bookrunner and their respective affiliates and agents will rely on the truth and accuracy of the confirmations, warranties, acknowledgements and undertakings in this announcement and, if any of the foregoing is or becomes no longer true or accurate, the Placee shall promptly notify the Bookrunner and the Company. All confirmations, warranties, acknowledgements, agreements and undertakings given by the Placee pursuant to this announcement are given to the Bookrunner for itself and its affiliates and agents and to the Company and will survive completion of the Firm Placing, the Placing, the Open Offer and/or Admission.
Selling Restrictions
By participating in the Placings, you irrevocably acknowledge, confirm, undertake, represent, warrant and agree (as the case may be) with the Bookrunner and the Company, the following:
1. you are not a person who has a registered address in, or is a resident, citizen or national of, a country or countries, in which it is unlawful to make or accept an offer to subscribe for Capital Raising Shares;
2. you have fully observed and will fully observe the applicable laws of any relevant territory, including complying with the selling restrictions set out herein and obtaining any requisite governmental or other consents and you have fully observed and will fully observe any other requisite formalities and pay any issue, transfer or other taxes due in such territories;
3. if you are in the United Kingdom, you are a "Qualified Investor" within the meaning of paragraph 15 of schedule 1 to the POATR who has professional experience in matters relating to investments and who falls within the definition of "investment professionals" in Article 19(5) of the Order; or (ii) who falls within Article 49(2) of the Order;
4. if you are in a member state of the EEA, you are a "Qualified Investor" as defined in Article 2(e) of the EU Prospectus Regulation;
5. you are a person whose ordinary activities involve you (as principal or agent) acquiring, holding, managing or disposing of investments for the purpose of your business and you undertake that you will (as principal or agent) acquire, hold, manage or dispose of any Capital Raising Shares that are allocated to you for the purposes of your business;
6. you are and, at the time the Capital Raising Shares are purchased, will be, outside the United States, acquiring the Capital Raising Shares in an offshore transaction in accordance with Regulation S; not a resident of any Excluded Territory or a corporation, partnership or other entity organised under the laws of any Excluded Territory; subscribing for Capital Raising Shares for your own account (or for the account of your affiliates or funds managed by you or your affiliates with respect to which you either have investment discretion or which are outside the United States);
7. none of the Capital Raising Shares have been or will be registered under the US Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States; and
8. you (on your behalf and on behalf of any Placee on whose behalf you are acting) have: (i) fully observed the laws of all relevant jurisdictions which apply to you; (ii) obtained all governmental and other consents which may be required; (iii) fully observed any other requisite formalities; (iv) paid or will pay any issue, transfer or other taxes; (v) not taken any action which will or may result in the Company or the Bookrunner (or any of them) being in breach of a legal or regulatory requirement of any territory in connection with the Placings; (vi) obtained all other necessary consents and authorities required to enable you to give your commitment to subscribe for the relevant Capital Raising Shares; and (vii) the power and capacity to, and will, perform your obligations under these terms and conditions.
Times
Unless the context otherwise requires, all references to time are to London time. All times and dates in these terms and conditions may be subject to amendment. The Bookrunner will notify Placees and any persons acting on behalf of the Placees of any changes.
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