Results of Placing

RNS Number : 3418X

GetBusy PLC

18 December 2019

 

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

Not for publication, distribution or release directly or indirectly, in whole or in part, in or into the United States of America, Canada, Japan, the Republic of South Africa, or into any other jurisdiction where offers or sales would be prohibited by applicable law. This announcement is for information purposes only and is not an offer to sell or a solicitation to buy securities in GetBusy plc or any other entity in any jurisdiction, including the United States of America, Canada, Australia, Japan, the Republic of South Africa, or New Zealand.

Further, this Announcement is made for information purposes only and does not constitute an offer to sell or issue or a solicitation to buy, subscribe for or otherwise acquire shares in GetBusy plc in any jurisdiction in which any such offer or solicitation would be unlawful.

18 December 2019

GetBusy plc

Results of Placing

Further to the announcement earlier today of the proposed Placing by GetBusy plc ("GetBusy" or the "Company"), the Company is pleased to announce the successful completion of the conditional Placing.

A total of 4,444,444 New Ordinary Shares in the Company ("Placing Shares") have been conditionally placed by Liberum, acting as sole bookrunner, at a price of 45 pence per Share pursuant to the Placing, raising total gross proceeds of approximately £2 million.

Separately, as announced earlier today, the Company also intends to implement the proposed Share Capital Reorganisation, proposed new Incentive Plans and a proposed waiver of the obligations under Rule 9 of the Takeover Code in relation to potential Share Subscriptions and the grant of rights to subscribe for New Ordinary Shares pursuant to the terms of the new Incentive Plans.

The net proceeds raised by the Placing will be distributed by the Company to those Shareholders entitled to a Fractional Entitlement following the pro rata deduction of the costs associated with the Share Capital Reorganisation and Placing on a share-by-share basis, amongst those New Ordinary Shares that have been created as a consequence of the aggregation of the Fractional Entitlements, other than where the proceeds of sale amount to £5.00 or less.

Subject to the waiver or satisfaction of all conditions, an application will be made to the London Stock Exchange for the Placing Shares to be admitted to AIM ("Admission"), and it is expected that Admission will become effective and dealings in the Placing Shares will commence on 8 January 2020. The Placing is conditional upon (among other things): (i) the Resolutions being passed at the General Meeting; (ii) the Company having complied with all of its undertakings, covenants and obligations under the Placing Agreement which fall to be performed or satisfied on or prior to Admission; and (iii) Admission becoming effective.

The Placing Shares will, when issued, rank pari passu in all respects with, and will carry the same voting and dividend rights as the Existing Ordinary Shares.

As at the latest practicable date prior to the date of this Announcement, the Company has calculated that Fractional Entitlements equal to approximately 4,219,614 New Ordinary Shares will be created as a result of the Consolidation, representing 8.7 per cent. of the New Ordinary Shares created as a result of the Share Capital Reorganisation.  The Company cannot, however, be certain that between the date of this Announcement and the Record Date market movements in the Ordinary Shares will not take place, which might give rise to a lesser or greater number of Fractional Entitlements as a result of the Consolidation. 

Liberum has therefore sought to place (acting following consultation with the Company and for the purposes of minimising the risk that the number of Fractional Entitlements exceeds the Placing Participations (as defined below)) 4,444,444 Ordinary Shares, being Ordinary Shares representing 9.2 per cent. of the New Ordinary Shares expected to be created as a result of the Consolidation. 

Consequently, Liberum reserves the right, in its sole and absolute discretion, (following consultation with the Company), to scale back applications in such amounts as it considers appropriate and if Placing commitments to acquire and pay for Placing Shares ("Placing Participations") are received for more than the total number of Placing Shares available following the General Meeting, such Placing Participations shall be scaled back by Liberum (following consultation with the Company), as it may in its absolute discretion, determine. No assurance can be given that the Placing Participations will be met in full, in part or at all.

Conversely, if extraordinary market movements occur which result in additional New Ordinary Shares being created which exceed the commitments secured via the Placing (which is considered to be highly unlikely) such additional New Ordinary Shares would, at Admission, be issued to Paul Haworth on trust pending their subsequent sale in the market, at a price to be agreed and which may not be comparable to the price achieved on the Placing.  The net proceeds raised in any subsequent sale will be distributed by the Company to those Shareholders entitled to a Fractional Entitlement following the pro rata deduction of the costs associated with the Share Capital Reorganisation and the subsequent sale on a share-by-share basis amongst the holders of those additional New Ordinary Shares that have been created as a consequence of the aggregation of the Fractional Entitlements, other than where the proceeds of sale amount to £5.00 or less.

Capitalised terms used in this announcement shall have the meaning given in the announcement of earlier today, unless otherwise defined.

The person responsible for making this announcement on behalf of the Company is Paul Haworth.

Enquiries

GetBusy plc
Daniel Rabie (Chief Executive Officer)	[e-mail]
Paul Haworth (Chief Financial Officer)
Liberum (Nomad and Broker)
Bidhi Bhoma / Cameron Duncan / Louis Davies	[phone]

 

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