Open Offer

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 £252,578 (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 £90,000 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	£252,578.56
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 of this document, and Application Forms	2 November 2018
Date Existing Ordinary Shares marked 'ex-entitlement' by the London Stock Exchange	8.00 a.m. on 2 November 2018
Open Offer Entitlements and Excess Open Offer Entitlements credited to CREST stock accounts of Qualifying CREST Shareholders	8.00 a.m. on 5 November 2018 or as soon possible thereafter
Recommended latest time and date for requesting withdrawal of Open Offer Entitlements and Excess Open Offer Entitlements from CREST	4.30 p.m. on 21 November 2018
Latest time and date for depositing Open Offer Entitlements and Excess Open Offer Entitlements into CREST	3.00 p.m. on 23 November 2018
Latest time and date for splitting Application Forms (to satisfy bona fide market claims in relation to Open Offer Entitlements only)	3.00 p.m. on 23 November 2018
Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer or settlement of the relevant CREST instructions (as appropriate)	11.00 a.m. on 26 November 2018
Admission and commencement of dealings in the New Ordinary Shares on AIM expected to commence	8.00 a.m. on 28 November 2018
Expected time and date on which CREST accounts to be credited with New Ordinary Shares in uncertificated form	On or after 8.00 a.m. on 28 November 2018
Expected date for despatch of definitive share certificates in respect of New Ordinary Shares to be issued in certificated form	By 5 December 2018

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 Angus Forrest CEO	Via Alma
WH Ireland - Nominated Adviser Mike Coe / Chris Savidge	Tel:  [phone]
Peterhouse Capital Limited - Broker Eran Zucker / Lucy Williams	Tel: [phone]
Alma PR Caroline Forde / Robyn Fisher	Tel: [phone]

 

END

 

 

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