Results of Capital Raising and General Meeting
Summary by AI BETAClose X
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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 ARE 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.
27 March 2026
Videndum plc
Results of Capital Raising and General Meeting
Further to the announcement by Videndum plc (the "Company") on 10 March 2026, the Open Offer closed for acceptances at 11.00 a.m. on 26 March 2026. The Company has received valid acceptances from Qualifying Shareholders under their Open Offer Entitlements in respect of 786,287 New Ordinary Shares, representing approximately 60.70% of the Open Offer Shares.
The Company is pleased to announce that, at the General Meeting of the Company held at 10.30 a.m. on 27 March 2026, each of the Resolutions (as set out in the Notice of General Meeting found at the end of the combined circular and prospectus of the Company published on 10 March 2026 (the "Prospectus")) were duly passed as ordinary and/or special resolutions (as applicable), each on a poll vote (in which every member present in person or by proxy and eligible to vote on the resolution had one vote for each share held).
Jon Bolton
Group Company Secretary
020 8332 4600
Capitalised terms used but not otherwise defined in this announcement have the meanings set out in the Prospectus.
The record date for the Capital Reorganisation will be 6.00 p.m. on 27 March 2026. The effective date for the Capital Reorganisation will be 8.00 a.m. on 30 March 2026. Following the passing of the Resolutions, it is expected that Admission will become effective and dealings in the Consolidated Shares and the New Ordinary Shares will commence at 8.00 a.m. on 30 March 2026.
The total issued ordinary share capital of the Company following Admission will be 40,123,007 Ordinary Shares and the total number of voting rights of the Company will be 40,123,007. This figure may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.
A snapshot of Videndum plc
Videndum is a leading global provider of premium branded hardware products and software solutions to the content creation market.
Our product portfolio includes camera supports, video transmission systems and monitors, live streaming solutions, robotic camera systems, prompters, LED lighting, mobile power, bags, backgrounds, audio capture and noise reduction equipment.
We employ around 1,200 people across the world in 9 different countries. Videndum plc is listed on the London Stock Exchange, ticker: VID.
More information can be found at: https://videndum.com/
LEI number: 2138007H5DQ4X8YOCF14
A copy of the Resolutions will be submitted to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. A copy of this announcement will also be available to view on the Company's website at https://videndum.com/investors/proposed-equity-raise-2026/.
The number of votes for and against the Resolutions, and the number of votes withheld, in the poll, on which Equiniti (the Company's registrar) acted as scrutineer, were as follows:
|
RESOLUTION |
FOR |
AGAINST |
TOTAL |
WITHHELD |
|||
|
No. of votes |
% of votes cast |
No. of votes |
% of votes cast |
Votes cast |
% of issued share capital |
No. of votes |
|
|
1. To authorise the allotment of New Ordinary Shares up to an aggregate nominal amount of £396,049.39 pursuant to the Capital Raising and the Debt for Equity Conversion at an issue price of 270 pence per New Ordinary Share. |
78,744,954 |
99.91 |
68,058 |
0.09 |
78,813,012 |
76.06% |
6,591 |
|
2. To authorise the allotment of up to 39,604,939 New Ordinary Shares pursuant to the Capital Raising and the Debt for Equity Conversion at an issue price of 270 pence, which is at a 87% discount to the Consolidated Closing Price as at 6 March 2026 (being the Latest Practicable Date). |
78,632,966 |
99.77 |
180,046 |
0.23 |
78,813,012 |
76.06% |
6,591 |
|
3. To authorise the disapplication of pre-emption rights to the allotment of equity securities pursuant to the authority conferred by Resolutions 1 and 2 up to an aggregate nominal amount of £396,049.39. |
78,631,692 |
99.77 |
181,782 |
0.23 |
78,813,474 |
76.06% |
6,129 |
|
4. To approve the sub-division of each Existing Ordinary Share of 20 pence into 1 Intermediate Share of 0.005 pence and 1 Deferred Share of 19.995 pence, and the consolidation of every 200 Intermediate Shares of 0.005 pence into 1 Consolidated Share of 1 pence. |
78,649,061 |
99.79 |
163,962 |
0.21 |
78,813,023 |
76.06% |
6,580 |
|
5. To authorise the Directors to amend the Articles of Association to set out the rights and restrictions attaching to the Deferred Shares. |
78,651,503 |
99.79 |
162,297 |
0.21 |
78,813,800 |
76.07% |
5,803 |
|
6. To authorise the allotment of new Ordinary Shares up to an aggregate nominal amount of £1,944.48 pursuant to the Director and Senior Manager Subscriptions at an issue price of 270 pence per new Ordinary Share. |
78,627,585 |
99.77 |
184,427 |
0.23 |
78,812,012 |
76.06% |
7,591 |
|
7. To authorise the allotment of up to 194,448 new Ordinary Shares pursuant to the Director and Senior Manager Subscriptions at an issue price of 270 pence, which is at a 87% discount to the Consolidated Closing Price as at 6 March 2026 (being the Latest Practicable Date). |
78,627,585 |
99.77 |
184,427 |
0.23 |
78,812,012 |
76.06% |
7,591 |
|
8. To authorise the disapplication of pre-emption rights to the allotment of equity securities pursuant to the authority conferred by Resolutions 6 and 7 up to an aggregate nominal amount of £1,944.48. |
78,627,991 |
99.77 |
184,483 |
0.23 |
78,812,474 |
76.06% |
7,129 |
Notes:
1) Percentages are expressed as a proportion of the total votes cast (which does not include votes withheld).
2) A vote withheld is not a vote in law and is not included in the calculation of the votes 'For' or 'Against' the Resolutions, nor the total votes cast.
3) Any proxy appointments which gave discretion to the Chair of the meeting have been included in the 'For' totals.
4) As at 6.30 p.m. on 25 March 2026 (being the record time for the General Meeting), the Company had 103,613,600 Ordinary Shares in issue, none of which were held in treasury. The total number of voting rights in the Company was therefore 103,613,600.
Pre-Emption Group Reporting
The Capital Raising is a non-pre-emptive issue of equity securities for cash and accordingly the Company makes the following post-transaction report in accordance with the most recently published Pre-Emption Group Statement of Principles (2022).
|
Name of issuer |
Videndum plc |
|
Transaction details |
On 23 December 2025, the Company announced that a £70 million equity fundraise would take place in Q1 2026 (following other announcements throughout 2025 regarding the need to raise additional capital). Shareholders were given considerable notice to buy shares on the open market to become a shareholder to participate in the issue. The 23 December 2025 announcement indicated there would be little to no value in the existing equity if the fundraise did not proceed. The Company issued in aggregate 31,481,482 New Ordinary Shares pursuant to the Capital Raising, of which 30,186,315 New Ordinary Shares were issued under the Firm Placing and 1,295,167 New Ordinary Shares were issued under the Placing and Open Offer, which represented approximately 6,077% of issued ordinary share capital on 6 March 2026 (adjusted for the Capital Reorganisation which occurred prior to the Capital Raising). Settlement for the New Ordinary Shares is expected to take place at 8.00 a.m. on 30 March 2026. |
|
Use of proceeds |
£50 million in net proceeds will be used to fund a partial repayment of the Company's revolving credit facility. The remaining net proceeds from the Capital Raising will be used to strengthen the Group's liquidity position and support the management of the go-forward capital position. The Capital Raising also formed part of and supported a broader set of Refinancing proposals by the Company. |
|
Quantum of proceeds |
In aggregate, the Capital Raising raised gross proceeds of approximately £85 million and net proceeds of approximately £78.9 million given strong institutional demand, an uplift from the £70 million fundraise indicated in the Company's 23 December 2025 announcement |
|
Discount |
The Offer Price of 270 pence represents a discount of 87% to the Consolidated Closing Price of 2,070 pence on 6 March 2026. |
|
Allocations |
Soft pre-emption was adhered to in the allocations process. Management was involved in the allocations process, which has been carried out in compliance with all applicable MiFID II allocation requirements. Allocations made outside of soft pre-emption were preferentially directed towards existing shareholders in excess of their pro rata, and wall-crossed accounts. |
|
Consultation |
Since the announcements throughout 2025 there has been consultation with institutions on a non-wall-crossed basis Management and the Bookrunner undertook a pre-launch wall-crossing process, including consultation with major shareholders, to the extent there was interest from the major shareholders. |
|
Retail investors |
Due consideration was given by the Board as to whether a retail offer be undertaken. Following discussions between the Company and Investec, it was decided that a retail offer would not be included in the Capital Raising. The offer structure included an Open Offer to allow all existing shareholders the opportunity to participate should they wish to do so. |
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 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 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.
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 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.
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