Results of Capital Raising and General Meeting

Videndum PLC

07 December 2023

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, SWITZERLAND, SOUTH KOREA, ISRAEL, SOUTH AFRICA, JAPAN, SINGAPORE AND THE UNITED STATES AND ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE OR FORM A PART OF A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL CONSTITUTE OR FORM A PART OF ANY OFFER, INVITATION OR RECOMMENDATION TO PURCHASE, SELL OR SUBSCRIBE FOR ANY SECURITIES IN ANY JURISDICTION. NOTHING IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED AS A TERM OR CONDITION OF THE CAPITAL RAISING. NOTHING CONTAINED HEREIN SHALL FORM THE BASIS OF OR BE RELIED UPON IN CONNECTION WITH, OR ACT AS AN INDUCEMENT TO ENTER INTO, ANY INVESTMENT ACTIVITY. ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF SECURITIES MENTIONED HEREIN MUST BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE PROSPECTUS ONCE PUBLISHED. COPIES OF THE PROSPECTUS WILL, FOLLOWING PUBLICATION, BE AVAILABLE FROM THE REGISTERED OFFICE OF THE COMPANY AND ON ITS WEBSITE AT WWW.VIDENDUM.COM, SUBJECT TO APPLICABLE LAW AND REGULATIONS. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

7 December 2023

VIDENDUM plc
Results of Capital Raising and General Meeting

On 20 November 2023, Videndum plc ("Videndum" or the "Company") announced details of a Firm Placing and Placing and Open Offer (the "Capital Raising") to raise gross proceeds of £125 million, approximately £75 million by way of a Firm Placing of 28,122,472 New Ordinary Shares and approximately £50 million by way of a Placing and Open Offer of 18,748,315 New Ordinary Shares, in each case at an issue price of 267 pence per New Ordinary Share. The Open Offer Shares were conditionally placed with Conditional Placees subject to the Placing, subject to clawback to satisfy Open Offer Entitlements taken up by Qualifying Shareholders. The Firm Placing Shares are not subject to clawback and are not part of the Open Offer. Concurrently with the Capital Raising, the Directors and certain members of the senior management will directly subscribe for 459,167 New Ordinary Shares at the Offer Price.

The Open Offer closed for acceptances at 11.00 a.m. on 6 December 2023. The Company has received valid acceptances from Qualifying Shareholders under their Open Offer Entitlements in respect of 15,816,322 New Ordinary Shares, representing approximately 84.4% of the Open Offer Shares.

Stephen Bird, Group Chief Executive, commented:

"We are pleased with the very strong response to the Capital Raising and I would like to thank both our shareholders and new investors for their support. We now have a robust capital base which will enable Videndum to focus its resources on strategic execution and long-term value creation for shareholders through our market-leading, premium brands which are focused on the content creation market."

The Company is also pleased to announce that, at the General Meeting of the Company held at 10.30 a.m. on 7 December 2023, the Resolutions (as set out in the Notice of General Meeting found at the end of the combined circular and prospectus of the Company published on 21 November 2023 (the "Prospectus")) were duly passed as ordinary and special resolutions (as applicable), each on a poll vote (in which every member present in person or by proxy and eligible to vote on the resolution had one vote for each share held).

The number of votes for and against the Resolutions, and the number of votes withheld, in the poll, on which Equiniti (the Company's registrar) acted as scrutineer, were as follows:

RESOLUTION	FOR		AGAINST		TOTAL		WITHHELD
	No. of votes	% of votes cast	No. of votes	% of votes cast	Votes cast	% of issued share capital	No. of votes
Ordinary resolutions
1. To authorise the allotment of New Ordinary Shares up to an aggregate nominal amount of £9,465,991 pursuant to the Capital Raising and the Director and Senior Management Subscriptions at an issue price of 267 pence per New Ordinary Share	36,435,189	98.00	742,658	2.00	37,177,847	79.32	254,388
2. To authorise the allotment of up to 47,329,954 New Ordinary Shares pursuant to the Capital Raising and the Director and Senior Management Subscriptions at an issue price of 267 pence, which is at a 3.3% discount to the Closing Price at 20 November 2023	36,402,182	98.02	733,625	1.98	37,135,807	79.23	296,428
3. To approve the subscription by Alantra EQMC Asset Management SGIIC S.A. of up to 11,235,955 New Ordinary Shares pursuant to the Capital Raising	25,236,969	97.15	739,225	2.85	25,976,194	55.42	1,564,852
Special resolution
4. To authorise the disapplication of pre-emption rights to the allotment of equity securities pursuant to the authority conferred by Resolutions 1 and 2 up to an aggregate nominal amount of £9,465,991.	36,393,068	97.89	785,058	2.11	37,178,126	79.32	254,109

1)   Percentages are expressed as a proportion of the total votes cast (which does not include votes withheld). Neither Alantra EQMC Asset Management SGIIC S.A. nor any of its affiliates voted on Resolution 3.

2)   A vote withheld is not a vote in law and is not included in the calculation of the votes 'For' or 'Against' the Resolutions, nor the total votes cast.

3)   Any proxy appointments which gave discretion to the Chairman of the meeting have been included in the 'For' totals.

4)   As at 6.30 p.m. on 5 December 2023 (being the record time for the General Meeting), the Company had 46,870,787 Ordinary Shares in issue, none of which were held in treasury. The total number of voting rights in the Company was therefore 46,870,787.

In accordance with Listing Rule 9.6.2R, a copy of the Resolutions will be submitted to the National Storage Mechanism, where it will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. In addition, a copy of the Resolutions will also be filed with Companies House. A copy of this announcement will available to view on the Company's website at https://videndum.com/investors/proposed-equity-raise/.

The passing of the Resolutions will enable the Company to proceed with the Capital Raising and the Director and Senior Management Subscriptions. The Capital Raising and Director and Senior Management Subscriptions remain conditional upon:

(i)   Admission becoming effective by not later than 8.00 a.m. on 8 December 2023 (or such later time and/or date as the Company and the Joint Bookrunners may agree); and

(ii)  the Placing Agreement becoming unconditional in all respects (save for the condition relating to Admission) and not having been rescinded or terminated in accordance with its terms prior to Admission.

Applications have been made for the admission of 47,329,954 Ordinary Shares to the premium listing segment of the Official List of the Financial Conduct Authority ("FCA") and to trading on the London Stock Exchange's main market for listed securities. It is expected that Admission will become effective and that dealings in the New Ordinary Shares will commence at 8.00 a.m. on 8 December 2023.

The New Ordinary Shares when issued will rank, from Admission, pari passu in all respects with the Existing Ordinary Shares and will have the right to receive all dividends and distributions declared in respect of issued Ordinary Share capital of the Company after Admission.

The total issued share capital of the Company following Admission will be 94,200,741 Ordinary Shares and the total number of voting rights of the Company will be 94,200,741 and this figure may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

The Company intends to announce its results for the financial year ended 31 December 2023 on Tuesday 19 March 2024.  

For further information, please contact:

Videndum plc Stephen Bird, Group Chief Executive Andrea Rigamonti, Group Chief Financial Officer Jennifer Shaw, Group Communications Director	[phone]
N.M. Rothschild & Sons Limited (Sponsor and Financial Adviser) Ravi Gupta John Byrne Shannon Nicholls Ricky Paul	[phone]
Jefferies International Limited (Joint Global Coordinator and Joint Bookrunner) Ed Matthews Lee Morton Will Soutar	[phone]
Investec plc (Joint Global Coordinator and Joint Bookrunner) David Flin Ben Griffiths Will Brinkley	[phone]
MHP Group (Communications Adviser) Tim Rowntree Ollie Hoare Robert Collett-Creedy Christian Harte	[phone] [phone]

Important notices

Unless the context otherwise requires, words and expressions defined in the Prospectus shall have the same meanings in this announcement.

This announcement has been issued by and is the sole responsibility of the Company. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may or should be placed by any person for any purpose whatsoever on the information contained in this announcement or on its accuracy, fairness or completeness. The information in this announcement is subject to change without notice.

This announcement is not a prospectus (or a prospectus equivalent document) but an advertisement for the purposes of the Prospectus Regulation Rules of the FCA. Neither this announcement nor anything contained in it shall form the basis of, or be relied upon in conjunction with, any offer or commitment whatsoever in any jurisdiction. Investors should not acquire any New Ordinary Shares referred to in this announcement except on the basis of the information contained in the Prospectus to be published by the Company in connection with the Capital Raising.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement. The Prospectus will provide further details of the New Ordinary Shares being offered pursuant to the Capital Raising.

This announcement (and the information contained herein) is not for release, publication, transmission, forwarding or distribution, directly or indirectly, in whole or in part, in, into or within the United States of America, its territories and possessions, any State of the United States or the District of Columbia (collectively, the "United States"). This announcement is for information purposes only and is not intended to constitute, and should not be construed as, an offer to sell or issue, or a solicitation of any offer to purchase, subscribe for or otherwise acquire, securities in the United States. Securities may not be offered or sold in the United States absent registration under the US Securities Act of 1933, as amended (the "US Securities Act"), or an exemption therefrom. The New Ordinary Shares have not been and will not be registered under the US Securities Act or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, pledged, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. No public offering of the New Ordinary Shares has been or will be made in the United States. Subject to certain limited exceptions, Application Forms have not been, and will not be, sent to, and Open Offer Entitlements have not been, and will not be, credited to the CREST account of, any Qualifying Shareholder with a registered address in or that is known to be located in the United States. None of the New Ordinary Shares, Open Offer Entitlements, Application Forms, this announcement or any other document connected with the Capital Raising has been or will be approved or disapproved by the United States Securities and Exchange Commission or by the securities commissions of any state or other jurisdiction of the United States or any other regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the New Ordinary Shares, or the accuracy or adequacy of the Application Forms, this announcement or any other document connected with the Capital Raising. Any representation to the contrary is a criminal offence in the United States.

This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for New Ordinary Shares or to take up any entitlements to New Ordinary Shares in any jurisdiction. No offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for New Ordinary Shares or to take up any entitlements to New Ordinary Shares will be made in any jurisdiction in which such an offer or solicitation is unlawful. The information contained in this announcement and the Prospectus is not for release, publication or distribution to persons in Australia, Canada, Switzerland, South Korea, Israel, South Africa, Japan, Singapore and the United States, and any other jurisdiction where the extension or availability of the Capital Raising (and any other transaction contemplated thereby) would breach any applicable law or regulation, and, subject to certain exceptions, should not be distributed, forwarded to or transmitted in or into any jurisdiction, where to do so might constitute a violation of local securities laws or regulations.

The distribution of this announcement, the Prospectus, the Application Form and the offering or transfer of New Ordinary Shares into jurisdictions other than the United Kingdom may be restricted by law, and, therefore, persons into whose possession this announcement, the Prospectus, the Application Form and/or any accompanying documents comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction. In particular, subject to certain exceptions, this announcement, the Prospectus (once published) and the Application Forms (once printed) should not be distributed, forwarded to or transmitted in or into Australia, Canada, Switzerland, South Korea, Israel, South Africa, Japan, Singapore and the United States, or any other jurisdiction where the extension or availability of the Capital Raising (and any other transaction contemplated thereby) would breach any applicable law or regulation.

Recipients of this announcement and/or the Prospectus should conduct their own investigation, evaluation and analysis of the business, data and property described in this announcement and/or the Prospectus. This announcement does not constitute a recommendation concerning any investor's options with respect to the Capital Raising. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each shareholder or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

Notice to all investors

Rothschild & Co is authorised and regulated by the FCA in the United Kingdom. Rothschild & Co is acting exclusively for Videndum plc and no one else in connection with this announcement and the Capital Raising will not be responsible to anyone other than Videndum plc for providing the protections afforded to its clients nor for providing advice to any person in relation to the Capital Raising or any matters referred to in this announcement.

Investec Bank plc ("IBP") is authorised in the United Kingdom by the Prudential Regulation Authority and regulated by the FCA and the Prudential Regulation Authority in the United Kingdom. Investec Europe Limited (trading as Investec Europe) ("IEL"), acting as agent on behalf of IBP in certain jurisdictions in the EEA (IBP and IEL together hereafter referred to as "Investec"), is regulated in Ireland by the Central Bank of Ireland. Jefferies is authorised and regulated by the FCA in the United Kingdom. Investec and Jefferies are acting exclusively for Videndum plc and no one else in connection with this announcement and the Capital Raising and will not be responsible to anyone other than Videndum plc for providing the protections afforded to its clients nor for providing advice to any person in relation to the Capital Raising or any matters referred to in this announcement.

None of the Banks, nor any of their respective subsidiaries, branches or affiliates, nor any of their respective directors, officers or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Rothschild & Co, Investec or Jefferies in connection with the Capital Raising, this announcement, any statement contained herein, or otherwise.

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 the Banks, nor any of their respective subsidiaries, branches, affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other information made available to or publicly available to any interested party or its advisers, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, and any liability therefore is expressly disclaimed. None of the information in this announcement has been independently verified or approved by the Banks or any of their respective affiliates.

The Joint Global Co-ordinators, in accordance with applicable legal and regulatory provisions, may engage in transactions in relation to the New Ordinary Shares and/or related instruments for their own account for the purpose of hedging their underwriting exposure or otherwise. In connection with the Capital Raising, the Joint Global Co-ordinators and any of their respective affiliates, acting as investors for their own accounts may acquire New Ordinary Shares as a principal position and in that capacity may retain, acquire, subscribe for, purchase, sell, offer to sell or otherwise deal for their own accounts in such New Ordinary Shares and other securities of the Company or related investments in connection with the Capital Raising or otherwise. Accordingly, references in this announcement to the New Ordinary Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue, offer, subscription, acquisition, placing or dealing by each of the Joint Global Co-ordinators and any of their respective affiliates acting as investors for their own accounts. In addition, certain of the Joint Global Co-ordinators or their respective affiliates may enter into financing arrangements (including swaps or contracts for difference) with investors in connection with which such Joint Global Co-ordinators (or their respective affiliates) may from time to time acquire, hold or dispose of New Ordinary Shares.

In the event that the Joint Global Co-ordinators acquire New Ordinary Shares which are not taken up by Qualifying Shareholders, the Joint Global Co-ordinators may co-ordinate disposals of such shares in accordance with applicable law and regulation. Except as required by applicable law or regulation, the Joint Global Co-ordinators and their respective affiliates do not propose to make any public disclosure in relation to such transactions.

Information to distributors

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto the New Ordinary Shares have been subject to a product approval process, which has determined that they each are: (a) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in Chapter 3 of the FCA Handbook Conduct of Business Sourcebook; and (b) eligible for distribution through all permitted distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, "distributors" (for the purposes of the UK Product Governance Requirements) should note that: the price of the New Ordinary Shares may decline and investors could lose all or part of their investment; the New Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the New Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Capital Raising. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Global Co-ordinators will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (i) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A, respectively, of the FCA Handbook Conduct of Business Sourcebook; or (ii) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to, the New Ordinary Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the New Ordinary Shares and determining appropriate distribution channels.

 

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