Conditional Subscription for new shares

RNS Number : 9167P

Glantus Holdings PLC

14 February 2023

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 WHICH IS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.

THIS ANNOUNCEMENT AND THE INFORMATION IN IT, IS RESTRICTED, AND IS NOT FOR RELEASE PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE, OR FORM THE BASIS OF AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY NEW OR EXISTING ORDINARY SHARES OF GLANTUS HOLDINGS PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.

Glantus Holdings plc

(''Glantus'' or the ''Company'')

Conditional Subscription for new shares to raise €1.4 million

Glantus (AIM: GLAN), the provider of Accounts Payable ("AP") automation and analytics solutions announces that, further to the Company's trading update earlier today ("Trading Update"), it is raising  gross proceeds of approximately €1.4 million (before expenses) through a conditional subscription (the "Subscription").

Pursuant to the Subscription, the Company has received conditional subscription letters for new ordinary shares of €0.001 each ("Ordinary Shares") at a price of 9.25 pence per Ordinary Share (the "Issue Price") (the "Subscription Shares"). The Issue Price represents a premium of c.12 per cent. to the previous day's closing share price of 8.25 pence per share on 13 February 2023.

The Company's Chief Executive Officer, Maurice Healy is participating in the Subscription and subscribing €350,000 for new Ordinary Shares in order to maintain his shareholding. The other subscribers in the Subscription are a combination of new and existing investors.

The issue of the Subscription Shares requires and is conditional upon, inter alia, the passing of certain share allotment and authority resolutions at an extraordinary general meeting ("EGM") of the Company. A circular convening the EGM and providing further details on the proposals (including timetable) will be prepared and sent to shareholders in due course. Further updates will be made as appropriate.

Use of proceeds from the Subscription

The Company intends to use the net proceeds of the Subscription to settle certain deferred consideration payments for the acquisition of Technology Insight Corporation and Meridian Cost Benefit Limited, as well as some remaining costs associated with the Company's recent restructuring and for working capital purposes.

In addition, as set out in the Trading Update, under the Company's existing banking facilities with its lender, Beach Point Capital ("BPC"), the Company is due to repay €5 million in August 2023. The Company has been in discussions with BPC regarding such repayment and announces that it has received from BPC a conditional commitment to extend the repayment date by 12 months to 31 August 2024 (the "Extension Commitment").

The Extension Commitment is conditional on both final legal agreement and the Company raising £1.2 million through an equity raise. The Company is satisfying this equity raise condition through the Subscription.  However, even if the Subscription completes, there can be no certainty that an agreement for the BPC repayment extension will be completed.

Related Party Transaction

The participation of Maurice Healy, as a Director of the Company, in the Subscription constitutes a related party transaction pursuant to AIM Rule 13 (the "Related Party Transaction"). The independent Directors consider, having consulted with Shore Capital and Corporate Limited ("Shore Capital"), the Company's nominated adviser, that the terms of the Related Party Transaction are  fair and reasonable insofar as shareholders of the Company are concerned.

Enquiries:

Glantus Holdings
Maurice Healy, CEO Diane Gray Smith, Interim CFO [e-mail]	+ 353 86 2677800
Shore Capital
Nominated Advisor and Broker Patrick Castle / John More / Tom Knibbs	+ 44 207 408 4090
Yellow Jersey PR
Charles Goodwin Lilian Filips Annabelle Wills	[phone]

Notification of transactions by Directors, Persons Discharging Managerial Responsibilities ("PDMRs") and persons closely associated with them.

1		Details of the person discharging managerial responsibilities / person closely associated
a)		Name		Maurice Healy
2		Reason for the notification
a)		Position/status		CEO
b)		Initial notification / Amendment		Initial notification
3		Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)		Name		G lantus Holdings Plc
b)		LEI		635400B4AX5FLIUCGM84
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 financial instrument, type of instrument Identification code		Ordinary shares of €0.001 each in the capital of Glantus Holdings plc ("Ordinary Shares") ESVUFR ISIN  IE00BNG2V304
b)		Nature of the transaction		Conditional Subscription of new Ordinary Shares
c)		Price(s) and volume(s)		Price Volume 9.25 pence €350,000 worth of Ordinary Shares at a price of 9.25 pence. The exact volume of shares is to be determined upon confirmation of the exchange rate near date of Admission.
d)		Aggregated information - Aggregated volume - Price		N/A
e)		Date of the transaction		14 February 2023
f)		Place of the transaction		London Stock Exchange (XLON); AIM Market

About Glantus Holdings plc

Glantus Holdings (AIM: GLAN) Glantus is a global provider of accounts payable automation and analytics solutions. Glantus' mission is to harness technology to drive innovation, unlocking efficiencies in AP to maximise working capital for global enterprise organisations. The award-winning Glantus DataShark Platform connects all AP systems and suppliers on one agile platform, eliminating cost and delivering new revenue streams. We work in tandem with our partners to deliver joint enterprise digital transformation solutions. For more information see glantus.com.

Founded in 2014 and headquartered in Dublin, Glantus has offices in the United States, United Kingdom, Poland and Costa Rica.  

IMPORTANT NOTICE

This Announcement, and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into or from the United States, Canada, Australia, Japan or the Republic of South Africa, or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction (the "Restricted Jurisdictions").

Certain statements in this Announcement are forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "could", "intend", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which the Company's businesses operate to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given those risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by the UK Financial Conduct Authority ("FCA"), the London Stock Exchange plc or applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Any indication in this Announcement of the price at which the Company's shares have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by or on behalf of the Company or Shore Capital or by their affiliates or their respective agents, directors, officers and employees as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.

Members of the public are not eligible to take part in the Subscription and no public offering of the Subscription Shares is being or will be made.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this Announcement.

Shore Capital and Corporate Limited (Shore Capital), which is authorised and regulated in the UK by the FCA, is acting as nominated adviser to the Company in connection with the matters described in this announcement and is not acting for any other persons in relation to the Subscription. The responsibilities of Shore Capital, as the Company's nominated adviser under the AIM Rules and the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or to any Director, Shareholder or other person in respect of his decision to acquire shares in the capital of the Company in reliance on any part of this announcement or otherwise.

 

END

 

 

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