TIDMIMTK
RNS Number : 2590Q
Imaginatik PLC
05 June 2018
05 June 2018
Imaginatik plc
("Imaginatik" or "the Company")
Result of strategic review and new funding
Board changes
Appointment of new joint broker
Highlights
-- Termination of sale process; retention of existing business;
-- Board and management changes including departure of both Chairman and Chief Executive;
-- Resultant immediate GBP750,000 plus reduction in annual costs;
-- GBP225,000 of new funds raised; and
-- Appointment of Peterhouse Capital Limited as joint broker
Introduction
Imaginatik plc (AIM: IMTK.L), the innovation company, provides
an update on the result of the Company's strategic review, new
funding and changes to the composition of the Company's board of
directors.
Further to the Company's announcement on 1 February 2018 and
subsequent updates, the directors have explored opportunities to
sell the Company. They have held detailed discussions with several
interested parties but based on the proposals put forward by
potential purchasers, the Board decided that it would be unable to
make a positive recommendation to the shareholders. As a result,
the Board today confirms that it has closed the formal sale process
and terminated all discussions with interested parties.
Accordingly, the Company is no longer in an Offer Period as defined
in the City Code on Takeovers and Mergers.
As announced on 29 May 2018, the directors began a parallel
process to seek new funding to enable the Company's business to
continue for the immediate future. Further to this announcement,
the Company has also looked at ways to reduce the Company's cost
base.
Strategic Review and New Funding
The Company confirms that on 4 June 2018 it secured new funding
(the "Funding") to enable an alternative strategy to be implemented
with a view to securing the Company's long-term future. As part of
the Funding, a cost reduction programme has been agreed, which is
expected to reduce costs by more than GBP750,000 on an annualised
basis, when complete. This compares with an adjusted loss after tax
of approximately GBP550,000* incurred by the Company in the
financial year ended 31 March 2017. Additionally, improved
operational efficiencies are expected to enable the Company to
better grow its revenues at marginal incremental cost.
The directors note that the Company retains a roster of 38
customers, currently worth annualised revenues of approximately
GBP2.8m. In the last financial year, the Company secured 13 new
customers, seven of which are on annual or multi-year contracts
consisting of both technology and consulting, adding to the
Company's base of recurring revenue.
*Net of an exceptional foreign exchange loss of GBP0.23m
Changes to the Board
The board has today accepted the resignation with immediate
effect of the Company's Chairman, Matt Cooper. Mr Cooper has waived
his entitlement to receive payment in lieu of notice. The directors
would like to thank Mr Cooper for his significant financial and
strategic support to the Company over the past years and the
directors wish Mr Cooper well for the future. Chief Executive
Officer, Ralph Welborn has left the Company with immediate effect
without compensation.
New appointments to the board will be announced in due course,
alongside the cost reduction and efficiency programme which has
been agreed.
Financing
GBP225,000 of new financing has been secured by way of a
fundraising undertaken by Peterhouse Capital which involves a
combination of a subscription by Matt Cooper, Chairman, of
GBP225,000 by the issue of a new Convertible Loan Note (the
"Notes") and the simultaneous sale by Mr Cooper of GBP225,000 worth
of shares at 0.5p per share to new investors introduced by
Peterhouse Capital Limited.
As a result of Mr Cooper's share sale, he now holds 7,929,475
shares representing approximately 3.54% of the total issued share
capital of the Company.
The Notes which are interest free and unsecured, are convertible
at a price of 0.5p per share. Given that the Company's current par
value is 1p, it is the intention of the Company to shortly convene
a general meeting of all shareholders to approve, inter alia, a
reduction of the par value to allow the full conversion of the
Notes.
The issue of the Notes (the "Transaction") is deemed to be a
related party transaction as Matt Cooper is a substantial
shareholder as well as a director of the Company. The independent
directors, being Simon Charles and Shawn Taylor, consider, having
consulted with its nominated adviser, that the terms of the
Transaction are fair and reasonable insofar as its shareholders are
concerned.
Appointment of new joint broker
The Company has appointed Peterhouse Capital Limited as joint
broker and thanks them for their contribution in securing the
current fund raising.
For further information please contact:
Imaginatik plc Tel: +44 (0) 1329
243 243
Shawn Taylor, CFO
finnCap Ltd - Nomad and broker Tel: +44 (0) 20
7220 0500
Jonny Franklin-Adams/Max Bullen-Smith, corporate
finance
Camille Gochez, corporate broking
Peterhouse Capital Limited - Joint broker Tel: +44 (0) 20
7220 9797
Duncan Vasey / Lucy Williams
Alma PR Tel: +44 (0) 20
8004 4218
Caroline Forde / Robyn Fisher
Notification and public disclosure of transactions by persons
discharging managerial responsibilities and persons closely
associated with them
1. Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Matthew Cooper
------------------------------- ----------------------------------
2. Reason for the Notification
-------------------------------------------------------------------
a) Position/status Chairman
------------------------------- ----------------------------------
b) Initial notification/Amendment Initial notification
------------------------------- ----------------------------------
3. Details of the issuer, emission allowance market
participant, auction platform, auctioneer or auction
monitor
-------------------------------------------------------------------
a) Name Imaginatik plc
------------------------------- ----------------------------------
b) LEI
213800ZY2C2TI2C5WQ61
------------------------------- ----------------------------------
4. Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type of
transaction; (iii) each date; and (iv) each place
where transactions have been conducted
-------------------------------------------------------------------
a) Description of the Ordinary shares of
Financial instrument, 1p
type of instrument
Identification code GB00BP8XY588
------------------------------- ----------------------------------
b) Nature of the transaction Sale of Ordinary Shares
------------------------------- ----------------------------------
c) Price(s) and volume(s) Sale of Ordinary Shares
Price(s) Volume(s)
0.005p 45,000,000
-----------
------------------------------- ----------------------------------
d) Aggregated information: n/a
* Aggregated volume
* Price
------------------------------- ----------------------------------
e) Date of the transaction 04 June 2018
------------------------------- ----------------------------------
f) Place of the transaction London Stock Exchange, AIM Market
(XLON)
------------------------------- ----------------------------------
About Imaginatik
Imaginatik provides a range of Innovation solutions comprised of
consultancy, enterprise software and program management to deliver
innovation results to companies such as Exxon Mobil, Altria, Shell,
Goodyear, the Yorkshire Building Society, Caterpillar, AECOM,
Novartis and Cargill. Few companies possess the internal capability
to consistently generate fresh ideas, identify those worth pursuing
and reliably transform them into real, value-enhancing assets.
Imaginatik's mission is to help these companies build sustainable
innovation competencies. In 2016 Forrester Research found that
"Imaginatik has the most comprehensive innovation management
solution," providing excellent industry recognition of Imaginatik's
full-service innovation offering, combining both technology and
consultancy services.
Imaginatik is a public company whose shares are traded on the
AIM market of the London Stock Exchange (LSE: IMTK.L) with offices
in Boston, MA, and Fareham, UK. For more information visit
www.imaginatik.com.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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