Appointment of NOMAD and Completion of Placing

RNS Number : 2366F

Imaginatik PLC

26 October 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")

Appointment of new Nominated Adviser

Completion of Placing and Issuance of Convertible Unsecured Loan Notes

Open Offer to raise an additional £250,000

Restoration of Trading

Further to the announcement dated 18 October 2018, Imaginatik plc (AIM: IMTK) plc, the #1 ranked leader in corporate innovation management, is pleased to announce a series of measures designed to restore the trading of the Company's shares on AIM, strengthen the finances of the Company, and to provide a stable and robust basis for the future development of the Company's operations.

Highlights

·    Immediate restoration of trading on AIM;

·    Appointment of WH Ireland as the Company's Nominated Adviser ("Nomad") and joint broker with immediate effect;

·    Completion of a placing of new shares to raise gross proceeds of approximately £160,000 at a price of 1.1p (the "Placing");

·    Issuance of Convertible Unsecured Loan Notes ("CLNs") to raise an additional £90,000;

·    Proposed underwritten Open Offer Entitlement for Qualifying Shareholders on the basis of 1 Open Offer Share for every two Existing Ordinary Shares at same price of 1.1p issue price, raising an additional £250,000.

Details

Appointment of new Nomad and joint broker

The Company is pleased to announce the appointment of WH Ireland as Nomad and joint broker with immediate effect.

Restoration of trading in ordinary shares

Trading in the Company's shares on AIM is expected to recommence at 7.30am on 26 October 2018.

The Placing

Under the terms of the Placing, the Company has placed 14,545,455 new ordinary shares of 0.002 pence each in the capital of the Company, 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 newly listed on the NEX Exchange Growth Market.

The Placing Price of 1.1p represents a 49 per cent. discount to the closing middle market price of an ordinary share of 2.15 pence on 27 September 2018, being the date of the suspension of the Company's shares on AIM.

Open Offer

In order to enable Shareholders to have an opportunity to invest in the Company on the same terms as the Placing, it is the intention of the Directors for the Company to raise up to £250,000 through an Open Offer pursuant to which up to 22,727,274 new Ordinary Shares will be offered at an issue price of 1.1p per share to Existing Shareholders. It is the intention of the Board that the Open Offer shall be underwritten.

The Open Offer will only be made to Existing Shareholders, whose names appear on the register of members of the Company on 26 October 2018 being the Record Date.

The proceeds of the Open Offer will be used to provide additional working capital for the Company.

Further details of the Open Offer will be announced as soon as practically possible.

Convertible Loan Notes

The Company additionally announces that it has also issued £90,000 of new, unsecured, convertible loan notes ("CLNs") to Eight Capital. The CLNs have a term of 3 years and an annual coupon of 7.5 per cent.  Interest shall be payable quarterly in arrears and will be capable of conversion at any time at the election of the Eight Capital.

The CLNs shall be convertible in whole or in part into new Ordinary Shares in Imaginatik at the lower of the 1.1p per share, or 10 per cent. below the average previous 5 days market mid-price at point of conversion.

Warrants 

As a condition of the investment, Eight Capital has been granted 7,272,728 warrants over ordinary shares in Imaginatik (the "Warrants").

In relation to the Placing, Eight Capital shall be granted one Warrant for every 2 shares held. In relation to CLNs, it shall receive one warrant for every 2 shares allocated to the CLNs.

The Warrants shall have a three-year life and shall be exercisable at the lower of the equity issue price 1.1 p per share, the market price at the time of completion of this transaction or the average previous 5 days market mid-price at point of execution.

Total voting rights and significant shareholding 

Following the issue of 14,545,455 Placing Shares, the Company's issued share capital comprises 48,987,986 Ordinary Shares of 0.002 pence each. This figure may be used by Shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Financial Conduct Authority's Disclosure and Transparency Rules.

Following the Placing, the Company has been notified that Eight Capital Partners plc is interested in a total of 14,545,455 Ordinary Shares of the Company, representing 29.7 percent. of the Company's issued share capital.

Board Representation

As part of the Investment, Eight Capital has been granted the right to appoint a director to the board of Imaginatik, subject to due diligence being undertaken by Imaginatik's nominated adviser.

The Directors of the Company accept responsibility for the content of this announcement.

- ENDS -

For further information, please contact:

Imaginatik plc Angus Forrest CEO	Via Alma
WH Ireland - Nominated Adviser and joint broker Mike Coe / Chris Savidge	Tel: [phone]
Peterhouse Capital Limited - Broker Duncan Vasey / Lucy Williams	Tel: [phone]
Alma PR Caroline Forde / Robyn Fisher	Tel: [phone]

About Imaginatik

Imaginatik is the only innovation solution provider which has combined a proven innovation program with purpose-built idea management software to enable companies to achieve breakthrough and continuous innovation at scale. Imaginatik works with leading global enterprises to build and integrate innovation management skills as a core competency. Customers include ExxonMobil, Altria, TD Bank, Sodexo, Caterpillar and Cargill.

For more information visit www.imaginatik.com.

 

END

 

 

MSCMABATMBTTBFP