Firm Placing and Placing and Launch of Open Offer
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 ANY NEW ORDINARY SHARES MUST BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE PROSPECTUS. 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.
10 March 2026
VIDENDUM plc
Results of Firm Placing and Placing and Launch of Open Offer
Videndum plc ("Videndum" or the "Company") announces that, further to its announcement dated 10 March 2026 (the "Launch Announcement"), the accelerated bookbuild has closed and the Company has conditionally raised gross proceeds of £85 million (the "Capital Raising") at an Offer Price of 270 pence (post-Capital Reorganisation) per New Ordinary Share.
Defined terms in this announcement shall have the meaning ascribed to them in the Launch Announcement and/or the prospectus published by the Company (the "Prospectus"), unless otherwise specified.
The Capital Raising comprises:
· a Firm Placing of 30,186,315 New Ordinary Shares; and
· a Placing and Open Offer of 1,295,167 New Ordinary Shares,
in each case at an Offer Price of 270 pence per New Ordinary Share. All New Ordinary Shares will, when issued and fully paid, rank pari passu in all respects with the Consolidated Shares.
The Firm Placing and the Placing and Open Offer are fully underwritten by Investec Bank plc ("Investec"), subject to the terms and conditions of the Placing Agreement.
Capital Reorganisation and form of shares
For the avoidance of doubt, the New Ordinary Shares to be issued pursuant to the Capital Raising will be Consolidated Shares following the proposed Capital Reorganisation (comprising a Sub-division and Consolidation), such that the Offer Price of 270 pence per New Ordinary Share is equivalent to an issue price of 1.35 pence per Ordinary Share pre-Capital Reorganisation.
Results of the Firm Placing
Investec, acting as Sponsor, Global Co-ordinator and Sole Bookrunner, has placed 30,186,315 New Ordinary Shares ("Firm Placing Shares") with institutional investors at the Offer Price. The Firm Placing Shares are not subject to clawback and do not form part of the Placing and Open Offer.
Results of the Placing (and relationship with the Open Offer)
Investec has conditionally placed 1,295,167 New Ordinary Shares ("Placing Shares") with institutional investors at the Offer Price. The Placing Shares are subject to clawback to satisfy valid applications by Qualifying Shareholders pursuant to the Open Offer.
Open Offer
The Open Offer provides Qualifying Shareholders with the opportunity to subscribe for Open Offer Shares at the Offer Price on the basis of:
5 New Ordinary Shares for every 400 Existing Ordinary Shares
held by them and registered in their names at the Record Date (and so in proportion to any other number of Existing Ordinary Shares then held) and otherwise on the terms and conditions set out in the Prospectus (and, in the case of Qualifying Non-CREST Shareholders, the Application Form which will accompany the Prospectus). This is equivalent to 5 New Ordinary Shares for every 2 Consolidated Shares, subject to rounding for fractions, following completion of the Capital Reorganisation). The Record Date is 6:00 p.m. (London time) on 6 March 2026.
The Open Offer is not a rights issue. Open Offer Entitlements will be enabled for settlement in CREST but will not be tradeable or listed. The latest time and date for receipt of completed application forms and payments in full (and settlement of CREST instructions, as applicable) is expected to be 11:00 a.m. on 26 March 2026. Fractional entitlements will not be allotted and will be aggregated and sold for the benefit of the Company under the Placing.
Further details on the Open Offer are included in the Prospectus.
Related Party Transactions
Major Shareholders
Alantra is a related party of the Company for the purposes of the UK Listing Rules as it is a substantial shareholder of the Company which is entitled to exercise, or control the exercise of, 23.98% of the votes able to be cast at general meetings of the Company (as at the Latest Practicable Date). The maximum aggregate value of the New Ordinary Shares to be issued to Alantra pursuant to the Capital Raising is approximately £22 million. Accordingly, the issue of such New Ordinary Shares to Alantra constitutes a notifiable related party transaction falling within UK Listing Rule 8.2.1R. The Board confirms that it has approved Alantra's participation in the Capital Raising and considers it is fair and reasonable as far as Shareholders of the Company are concerned, and that the Board has been so advised by Investec as Sponsor.
The rules regarding related party transactions under UK Listing Rule 8.2 do not apply to any New Ordinary Shares issued to Alantra as a result of it taking up its Open Offer Entitlements, as such take up is exempt under paragraph 2(1) of Annex 1 to UK Listing Rule 8. Such rules are, however, applicable to any New Ordinary Shares issued to Alantra pursuant to the Firm Placing and Placing, which will amount to a maximum value of New Ordinary Shares of approximately £22 million.
The Board considers the terms of the Capital Raising Related Party Transaction, as described herein, to be fair and reasonable as far as Shareholders are concerned and the Directors have been so advised by Investec acting in its capacity as the Company's Sponsor. In providing its advice to the Directors, Investec has taken into account the Directors' commercial assessment of the Capital Raising Related Party Transaction.
General Meeting and conditions
The Capital Raising is conditional on, among other things, Shareholder approval of the Refinancing Resolutions at the Company's General Meeting expected to be held at 10:30 a.m. on 27 March 2026 at Regal House, 70 London Road, Twickenham, TW1 3QS (the "General Meeting"). If any of the conditions are not satisfied (or, where applicable, waived), the Capital Raising will not proceed.
Admission, settlement and dealings
The New Ordinary Shares will be admitted to the equity shares (commercial companies) category of the Official List and an application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on the London Stock Exchange's main market for listed securities. It is expected that Admission will become effective and dealings in the New Ordinary Shares (fully paid) will commence at 8:00 a.m. on 30 March 2026. Settlement of transactions in the Firm Placing Shares and the Placing Shares will take place within CREST (subject to certain exceptions).
The Prospectus has been published by Videndum and will be sent to Shareholders that have elected to receive hard copies of such shareholder documentation as soon as practicable, and a copy is available on the Company's website at www.videndum.com.
For further information, please contact:
|
Videndum plc Stephen Harris, Chairman Brian Morgan, Group Chief Financial Officer |
+ 44 (0) 20 8332 4602 |
|
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 |
|
Lazard & Co., Limited (Financial Adviser) Richard Shaw, Edward Earlam, Simon Chambers, James Simpson |
+44 (0) 20 7187 2000 |
|
FTI Consulting (Communications Adviser) Richard Mountain, Ben Fletcher |
+44 (0) 20 3272 1340 |
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 and the Prospectus Rules: Admission to Trading on a Regulated Market of the FCA. Neither this announcement nor anything contained in it shall form the basis of, or be relied upon 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 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 provides 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 and the Application Forms 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 document, 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.
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