TIDMIMTK
RNS Number : 1133G
Imaginatik PLC
02 November 2018
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) No 596/2014 ("MAR"). Prior to
publication, certain information contained within this Announcement
was deemed to constitute inside information for the purposes of
Article 7 of MAR
Imaginatik plc
("Imaginatik" or "the Company")
Launch of Underwritten Open Offer
On 26 October 2018, Imaginatik plc (AIM: IMTK) plc, the #1
ranked leader in corporate innovation management was pleased to
announce an underwritten Open Offer. Today, 2 November it will post
a document to Qualifying Shareholders (the "Circular") regarding an
Open Offer of 22,961,687 New Ordinary Shares at 1.1 pence ("the
Issue Price") to raise up to approximately GBP252,578 (before
expenses). The Issue Price represents a discount of 41.33 per cent
to the closing price on the 31 October 2018.
Qualifying Shareholders will have a Basic Entitlement of 6 Open
Offer Share for every 9 Existing Ordinary Shares held and will also
have the opportunity to apply for additional shares under the
Excess Application Facility.
Background to, and reasons for the Open Offer
On 26 October 2018 the Company announced a series of measures
designed to restore the trading of the Company's shares on AIM, to
strengthen the finances of the Company, and to provide a stable and
robust basis for the future development of the Company's
operations.
The series of measures announced on the 26 October 2018 included
a placing of 14,545,455 new ordinary shares of 0.002 pence each
(the "Placing") in the capital of the Company, at a price of 1.1p
(the "Placing Price"), representing approximately 29.7 per cent of
the enlarged issued ordinary share capital of the Company, with
Eight Capital Partners Plc ("Eight Capital"), an investment vehicle
listed on the NEX Exchange Growth Market.
The Company has also issued GBP90,000 of new, unsecured,
convertible loan notes ("CLNs") to Eight Capital. The CLNs have a
term of three years and an annual coupon of 7.5 per cent.
The funds raised from the Open Offer together with the funds
raised as part of the Placing announced on 26 October 2018 will
partly be used to repay a loan and to provide additional working
capital.
Effects of the Open Offer
Upon Admission, and assuming full take up of the Open Offer
Entitlements, the Enlarged Issued Share Capital is expected to be
71,949,673 Ordinary Shares. On this basis, the New Ordinary Shares
will represent approximately 31.91 per cent. of the Company's
Enlarged Issued Share Capital.
Following the issue of the New Ordinary Shares pursuant to the
Open Offer, assuming full take up of the Open Offer Entitlements,
Qualifying Shareholders who do not take up any of their Open Offer
entitlements will suffer a dilution of 31.91 per cent. to their
interests in the Company.
The Directors have concluded that proceeding with the Open Offer
is the most suitable option available to the Company for raising
additional funds through the issue of New Ordinary Shares and that
issuing the New Ordinary Shares at a discount is fair and
reasonable so far as all existing Shareholders are concerned.
OPEN OFFER STATISTICS
Number of Existing Ordinary Shares in issue at
the date of this document 48,987,986
Number of Existing Ordinary Shares in issue at
the Record Date 34,442,531
Issue Price per New Ordinary Share 1.1 pence
Open Offer Entitlement 6 Open Offer Shares
for every 9 Existing
Ordinary Shares
Number of Open Offer Shares* 22,961,687
Open Offer Shares as a percentage of the Enlarged
Issued Share Capital* 31.91 per cent.
Proceeds of the Open Offer GBP252,578.56
Enlarged Issued Share Capital* 71,949,673
ISIN for Open Offer Entitlements GB00BD3S3T18
ISIN for Excess Open Offer Entitlements GB00BD3S3S01
ISIN for Existing ordinary Shares and, following
Admission, the New GB00BFMDJC60
Ordinary Shares
* Assuming take-up in full of the Open Offer by Qualifying
Shareholders.
Settlement and dealing
In due course application will be made for the Open Offer Shares
to be admitted to trading on AIM and Admission is expected to
become effective and that dealings will commence at 8.00 a.m. on 28
November 2018.
The Open Offer Shares will rank, pari passu, in all respects
with the Existing Ordinary Shares, including the right to receive
all dividends and other distributions declared on or after the date
on which they are issued. It is expected that CREST accounts will
be credited with entitlements to the New Ordinary Shares as soon as
practicable after 8.00 a.m. on the day of Admission and that share
certificates (where applicable) will be despatched as soon as
practicable after Admission.
Underwriting Commitment
On 1 November 2018, Imaginatik and Peterhouse entered into an
Underwriting Commitment under which Peterhouse has agreed severally
to procure subscribers for, or, failing which, that Peterhouse
shall introduce investors who themselves shall subscribe for (in
proportion to their underwriting commitment), New Ordinary Shares
to the extent not taken up under the Open Offer in each case at the
Issue Price.
Recommendation
The Directors consider the Open Offer to be in the best
interests of the Company and its Shareholders as a whole. As the
Company is in a close period the Directors are not able to trade in
Imaginatik shares including participation in the Open Offer at this
stage, if the Company ceases to be in a close period within the
Open Offer timetable it is their intention to participate in the
Open Offer.
The Directors of the Company accept responsibility for the
content of this announcement.
Capitalised terms not defined in this Application Form shall
have the same meanings as set out in the Circular.
A copy of the Circular post to Qualifying Shareholders together
with the application form can be downloaded from the Company's
website: www.imaginatik.com
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Open Offer Record Date 6.00 p.m. on 26 October
2018
Announcement of the Open Offer 2 November 2018
Date of this document and of the posting 2 November 2018
of this document, and Application Forms
Date Existing Ordinary Shares marked 'ex-entitlement' 8.00 a.m. on 2 November
by the London Stock Exchange 2018
Open Offer Entitlements and Excess Open 8.00 a.m. on 5 November
Offer Entitlements credited to CREST stock 2018 or as soon possible
accounts of Qualifying CREST Shareholders thereafter
Recommended latest time and date for requesting 4.30 p.m. on 21 November
withdrawal of Open Offer Entitlements and 2018
Excess Open Offer Entitlements from CREST
Latest time and date for depositing Open 3.00 p.m. on 23 November
Offer Entitlements and Excess Open Offer 2018
Entitlements into CREST
Latest time and date for splitting Application 3.00 p.m. on 23 November
Forms (to satisfy bona fide market claims 2018
in relation to Open Offer Entitlements
only)
Latest time and date for receipt of completed 11.00 a.m. on 26 November
Application Forms and payment in full under 2018
the Open Offer or settlement of the relevant
CREST instructions (as appropriate)
Admission and commencement of dealings 8.00 a.m. on 28 November
in the New Ordinary Shares on AIM expected 2018
to commence
Expected time and date on which CREST accounts On or after 8.00 a.m.
to be credited with New Ordinary Shares on
in uncertificated form 28 November 2018
Expected date for despatch of definitive By 5 December 2018
share certificates in respect of New Ordinary
Shares to be issued in certificated form
Notes:
1. Reference to times in this document is to London time unless
otherwise stated.
2. Each of the times and dates above are indicative only and are
subject to change. If any of the above times and/or dates change,
the revised times and/or dates will be notified by the Company to
the Shareholders by announcement through a Regulatory Information
Service.
- ENDS -
For further information, please contact:
Imaginatik plc Via Alma
Angus Forrest CEO
WH Ireland - Nominated Adviser Tel: 0117 945 3472
Mike Coe / Chris Savidge
Peterhouse Capital Limited - Broker Tel: +44 (0) 20 7220 9797
Eran Zucker / Lucy Williams
Alma PR Tel: +44 (0) 20 8004 4218
Caroline Forde / Robyn Fisher
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END
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