Payment of Earn-out and Issue of Equity

Judges Scientific PLC

06 June 2023

 

Press Release

Judges Scientific plc

("Judges Scientific", "Judges", the "Company" or the "Group")

Payment of Geotek Earn-out

Issue of Ordinary Shares

and

Total Voting Rights

Judges Scientific, a group focused on acquiring and developing companies in the scientific instrument sector, announces payment of the Earn-out consideration for the acquisition of Geotek pursuant to its announcement on 23 May 2022 (the "Geotek Announcement").

Payment of Earn Out Consideration via Cash and issue of Ordinary Shares

On 23 May 2022, the Company completed its acquisition of Geotek for total consideration of up to £80 million plus excess cash, consisting of an initial cash consideration of £45 million, paid on completion and further contingent consideration of up to £35 million (the "Earn-out") to be satisfied through a mixture of cash and new ordinary shares in the Company. The Earn-out was payable on achievement of a minimum adjusted EBIT of £6.4 million for the calendar year 2022 increasing pro rata on a 7:1 ratio until it reached a cap when an adjusted EBIT of £11.4 million was achieved. The Company is pleased to announce that Geotek has met the conditions required to achieve the maximum Earn-out.

As set out in the Geotek Announcement, the Earn-out is to be satisfied half in cash and half in new ordinary shares in Judges to be issued at a price of £76.80 per new ordinary share, Judges' prevailing share price at the time of signing heads of terms with Geotek's vendors. Accordingly, the Company has issued 227,863 ordinary shares of 5p each ("Ordinary Shares") to the vendors of Geotek to satisfy the ordinary share element of the Earn-out. The remaining consideration in respect of Earn-out has been paid in cash.

Application for admission of the new Ordinary Shares to trading on AIM has been made and dealing in the new Ordinary Shares is expected to commence at 8.00 a.m. on 9 June 2023. The new Ordinary Shares will rank pari-passu with the Company's existing issued Ordinary Shares.

Issue of Ordinary Shares

As detailed in the Geotek Acquisition, the transaction was originated by Charles Holroyd, a non-executive director of Judges and, as with all Judges Scientific non-executive directors, and as disclosed in the Group's Annual Report and Accounts, he is incentivised to originate acquisitions on behalf of the Group and accordingly is entitled to an Introduction Fee in respect of the acquisition. Pursuant to the Introduction Fee, Judges has today issued 2,278 new Ordinary shares to Charles Holroyd in relation to the Earn-out.

Following the issue of shares, Mr Holroyd now holds 7,223 Ordinary Shares representing 0.1% of the total issued share capital and voting rights in the Company.

Application for admission of the new Ordinary Shares to trading on AIM has been made and dealing in the new Ordinary Shares is expected to commence at 8.00 a.m. on 9 June 2023. The new Ordinary Shares will rank pari-passu with the Company's existing issued Ordinary Shares.

Total Voting Rights

Following admission of the new Ordinary Shares, Judges confirms that the total issued share capital has increased to 6,605,078 Ordinary Shares.

There are no Ordinary Shares held in treasury. Each Ordinary Share carries voting rights on the basis of one vote per Ordinary Share. Therefore, the total number of voting rights in Judges Scientific is 6,605,078 Ordinary Shares.

The above figure may be used by shareholders as the denominator for calculations to determine if they have a notifiable interest in Judges Scientific under the Disclosure and Transparency Rules, or if such interest has changed.

Capitalised terms used in this announcement shall, unless otherwise defined, have the same meaning as in the Geotek Announcement.

-     Ends        -  

For further information please contact:
Judges Scientific plc David Cicurel, CEO Brad Ormsby, Group FD Tel: [phone]	Shore Capital (Nominated Adviser & Joint Broker) Stephane Auton Iain Sexton Tel: [phone]
Liberum (Joint Broker) Edward Mansfield William Hall Tel : [phone]	Investec Bank plc (Joint Broker) Virginia Bull Carlton Nelson Tel: [phone]
Alma PR (Financial Public Relations) Sam Modlin Justine James Joe Pederzolli Tel: [phone] [e-mail]

Notes to editors:

Judges Scientific plc (AIM: JDG), is a group focused on acquiring and developing companies in the scientific instrument sector.  The Group now consists of 22 businesses acquired since 2005.

The acquired companies are primarily UK-based with products sold worldwide to a diverse range of markets including: higher education institutions, scientific research facilities, manufacturers and regulatory authorities.  The UK is a recognised centre of excellence for scientific instruments.  The Group has received five Queen's Awards for innovation and export.

The Group's companies predominantly operate in global niche markets, with long term growth fundamentals and resilient margins.

Judges Scientific maintains a policy of selectively acquiring businesses that generate sustainable profits and cash.  Shareholder returns are created through the reduction of debt, organic growth and dividends.

For further information, please visit www.judges.uk.com

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Charles Holroyd
2	Reason for the notification
a)	Position/status	Non Executive Director
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Judges Scientific plc
b)	LEI	2138004EXWWPTW1JOL31
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 in Judges Scientific plc GB0032398678
b)	Nature of the transaction	Issue of shares in payment of an introduction fee in relation to a transaction by the Company
c)	Price(s) and volume(s)	Price(s) Volume(s) 7680.0p 2,278
d)	Aggregated information - Aggregated volume - Price	N/A (single transaction)
e)	Date of the transaction	06/06/2023
f)	Place of the transaction	London Stock Exchange, AIM Market (XLON)

 

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