THIS ANNOUNCEMENT AND THE
INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH
AFRICA OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE
IMPORTANT NOTICE SECTION OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION
PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY
JURISDICTION.
This announcement is released by
Datalex plc and contains inside information for the purposes of
Article 7 of the Market Abuse Regulation (EU) 596/2014
("EU MAR") and is disclosed
in accordance with the Company's obligations under Article 17 of EU
MAR.
28 August 2024
DATALEX PLC ("Datalex" or the
"Company")
Results of Firm Placing and
Placing
Datalex is pleased to announce that,
following the announcement made earlier today regarding the details
of a proposed Firm Placing and Placing and Open Offer (the "Capital
Raise"), in aggregate 55,469,070
New Ordinary Shares are to be issued pursuant to
the Capital Raise, at an issue price of €0.45 per New Ordinary Share (the
"Issue Price"), raising gross proceeds of approximately €25.0
million (approximately €24.3 million net of fees and expenses). Of
these, 37,777,777 New Ordinary Shares have been placed pursuant to
the Firm Placing and 17,691,293 New Ordinary Shares have been
placed, subject to clawback under the Open Offer, pursuant to the
Placing.
The New Ordinary Shares to be issued
represent 41.8% of the Existing Ordinary Shares and
will represent 29.5% of the enlarged issued share capital of the Company
(immediately following completion of the Capital Raise).
The Firm Placing
A total of 37,777,777 New Ordinary
Shares have been successfully placed pursuant to the Firm Placing
at the Issue Price, raising approximately €17.0 million (prior to deduction of
fees and expenses).
The Firm Placed Shares are not subject to clawback and do not form part
of the Placing and Open Offer. The Firm Placing is subject to the
same conditions and termination rights which apply to the Placing
and Open Offer.
The Placing and Open Offer
A further approximately €8.0 million
(prior to deduction of fees and expenses) is intended to be raised
by way of the Placing and Open Offer. The Open Offer, participation
in which will be available to Qualifying Shareholders, will
commence following publication of a Circular by the Company.
Goodbody has conditionally placed all of the Placed Shares at the
Issue Price to IIU Nominees for in aggregate approximately €8.0
million. The commitments of IIU Nominees under the Placing are
subject to clawback in respect of valid applications for Open Offer
Shares by Qualifying Shareholders.
Subject to Independent Shareholders'
approval and the Placing and Open Offer not being terminated, any
Open Offer Shares which are not applied for in respect of the Open
Offer will be issued to IIU Nominees, with the net proceeds
retained for the benefit of the Company.
Completion of the Capital Raise will
be conditional, amongst other things, on approval by Shareholders
(including that of Independent Shareholders) at an Extraordinary
General Meeting of the Company which is expected to be held on 26
September 2024.
Admission is expected to become
effective, and dealings to commence in the New Ordinary Shares on
Euronext Growth, at 8.00 a.m. (Dublin time) on 27 September
2024.
Capitalised terms used in this
announcement (this "Announcement"), which have not been defined
have the meanings given to them in the announcement made by the
Company earlier today announcing the Capital Raise, unless the
context provides otherwise.
For
further information, please
contact:
Datalex plc
|
Tel: +353 (1) 806 3500
|
Jonathan Rockett
|
Chief Executive Officer
|
|
|
|
|
Steven Moloney
|
Chief Financial Officer
|
|
|
|
|
Neil McLoughlin
|
Chief Commercial & Legal
Officer
|
|
|
|
Goodbody - Euronext Growth Listing Sponsor, Corporate Broker,
Financial Adviser, Bookrunner
|
Tel: +353 (0) 1 667 0420
|
Cameron Duncan
Peter Bennett
William Hall
Xiao Wang
|
|
Important Notices
This Announcement has been issued
by, and is the sole responsibility 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 Goodbody or by any of its affiliates or agents
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 in connection with the Firm Placing, Placing and
Admission, and any liability therefor is expressly
disclaimed.
Goodbody Stockbrokers UC
("Goodbody"), which is authorised and regulated in Ireland by the
CBI, is acting for the Company as Bookrunner in connection with the
Capital Raise and no-one else in connection with the Capital Raise
and is not, and will not be, responsible to anyone other than the
Company for providing the protections afforded to its clients nor
for providing advice in relation to the Firm Placing and Placing
and/or any other matter referred to in this
Announcement.
Apart from the responsibilities and
liabilities, if any, which may be imposed on the Bookrunner by the
Financial Services and Markets Act 2000 of the United Kingdom or by
the regulatory regime established under it, neither Goodbody nor
any of its affiliates owes or accepts any duty, liability or
responsibility whatsoever to any person who is not a client for the
contents of the information contained in this Announcement or for
any other statement made or purported to be made by or on behalf of
the Bookrunner or its affiliates in connection with the Company,
the Firm Placing or Placing. Goodbody and each of its affiliates
accordingly disclaim all and any liability, whether arising in
tort, contract or otherwise (save as referred to above) in respect
of any statements or other information contained in this
Announcement and no representation or warranty, express or implied,
is made by the Goodbody or any of its affiliates as to the
accuracy, completeness or sufficiency of the information contained
in this Announcement. Neither Goodbody nor any of its affiliates,
directors, officers, employees, agents or advisors have authorised
the contents of, or any part of, this Announcement.
In connection with the Firm Placing
and Placing, Goodbody and any of its affiliates may take up a
portion of the shares in the Firm Placing or Placing as a principal
position and in that capacity may retain, purchase, sell, offer to
sell for its own account such shares and other securities of the
Company or related investments in connection with the Firm Placing,
Placing or otherwise. Accordingly, references to Firm Placing
Shares and Placed Shares being offered, acquired, placed or
otherwise dealt in should be read as including any issue or offer
to, or acquisition, placing or dealing by Goodbody and any of its
affiliates acting in such capacity. In addition, Goodbody and any
of its affiliates may enter into financing arrangements (including
swaps, warrants or contracts for differences) with investors in
connection with which Goodbody and any of its affiliates may from
time to time acquire, hold or dispose of shares. Goodbody does not
intend to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or
regulatory obligations to do so.
Goodbody and its affiliates may have
engaged in transactions with, and provided various commercial
banking, investment banking, financial advisory transactions and
services in the ordinary course of its business with the Company
and/or its affiliates for which they would have received customary
fees and commissions. Goodbody and its affiliates may provide such
services to the Company and/or its affiliates in the
future.
Members of the public are not
eligible to take part in the Firm Placing or Placing. All offers of
the Firm Placing Shares and Placed Shares will be made pursuant to
an exemption under Regulation (EU) 2017/1129 (the "Prospectus Regulation") from the
requirement to produce a prospectus for offers of the Firm Placing
Shares and Placed Shares. This Announcement is directed only at and
may only be communicated to: (A) persons in a Member State of the
European Economic Area who are qualified investors ("Qualified Investors") within the
meaning of Article 2(e) of the Prospectus Regulation; or (B) in the
United Kingdom, Qualified Investors who are also (A) persons having
professional experience in matters relating to investments who fall
within the definition of "investment professional" in Article 19(5)
of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 of the United Kingdom, as amended (the
"Order"), (B) persons who
fall within Article 49(2)(a) to (d) ("High Net Worth Companies,
Unincorporated Associations, etc") of the Order; or (C) persons to
whom it may otherwise be lawfully communicated including the
Company Placing Participants (all such persons referred to in (A),
(B) and (C) above together being referred to as "Relevant Persons").
This Announcement is not for
publication or distribution, directly or indirectly, in or into the
United States of America. This Announcement is not an offer of
securities for sale into the United States. The offer and sale
of the securities referred to herein have not been and will not be
registered under the U.S. Securities Act of 1933, as amended, and
such securities may not be offered or sold in the United States,
except pursuant to an applicable exemption from registration.
No public offering of securities is being made in the United
States.
This Announcement must not be acted
on or relied on by persons who are not Relevant Persons. Persons
distributing this Announcement must satisfy themselves that it is
lawful to do so. Any investment or investment activity to which
this Announcement relates is available only to Relevant Persons and
will be engaged in only with Relevant Persons. This Announcement is
for information purposes only and shall not constitute an offer to
sell or issue or the solicitation of an offer to buy, subscribe for
or otherwise acquire securities in any jurisdiction in which any
such offer or solicitation would be unlawful. Any failure to comply
with this restriction may constitute a violation of the securities
laws of such jurisdictions. Persons needing advice should consult
an independent financial adviser.
This Announcement and the
information contained herein is restricted and is not for release,
publication or distribution, directly or indirectly, in whole or in
part, in, into or from Australia, Canada, Japan, the Republic of
South Africa or any other state or jurisdiction in which the same
would be restricted, unlawful or unauthorised (each a "Restricted Territory"). In addition,
the offering of the Firm Placing Shares or Placed Shares in certain
jurisdictions may be restricted by law. This Announcement is for
information purposes only and does not constitute an offer to buy,
sell, issue, acquire or subscribe for, or the solicitation of an
offer to buy, sell, issue, acquire or subscribe for shares in the
capital of the Company in any Restricted Territory or to any person
to whom it is unlawful to make such offer or solicitation. No
action has been taken by the Company or the Bookrunner that would
permit an offering of such shares or possession or distribution of
this Announcement or any other offering or publicity material
relating to such shares in any jurisdiction where action for that
purpose is required. Persons into whose possession this
Announcement comes are required by the Company and the Bookrunner
to inform themselves about, and to observe, such restrictions. Any
failure to comply with these restrictions may constitute a
violation of the securities laws of such jurisdictions.
The information in this Announcement
may not be forwarded or distributed to any other person and may not
be reproduced in any manner whatsoever. Any forwarding,
distribution, reproduction, or disclosure of this information in
whole or in part is unauthorised. Failure to comply with this
directive may result in a violation of the Securities Act or the
applicable laws of other jurisdictions.
This Announcement does not identify
or suggest, or purport to identify or suggest, the risks (direct or
indirect) that may be associated with an investment in the Firm
Placing Shares and Placed Shares. Any investment decision to buy
Firm Placing Shares or Placed Shares in the Placing must be made
solely on the basis of publicly available information, which has
not been independently verified by the Bookrunner. The contents of
this Announcement are not to be construed as legal, financial or
tax advice. Persons needing advice should consult an independent
financial adviser.
Solely for the purposes of the
product governance requirements contained within: (a) EU Directive
2014/65/EU on markets in financial instruments, as amended
("MiFID II"); (b) Articles
9 and 10 of Commission Delegated Directive (EU) 2017/593
supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product
Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any 'manufacturer' (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Firm Placing Shares and Placed Shares have been subject to a
product approval process, which has determined that such Firm
Placing and Placed Shares are: (i) 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 MiFID II; and (ii) eligible for distribution through all
distribution channels as are permitted by MiFID II (the
"Target Market
Assessment"). Notwithstanding the Target Market Assessment,
distributors should note that: the price of the Firm Placing Shares
and Placed Shares may decline and investors could lose all or part
of their investment; the Firm Placing Shares and Placed Shares
offer no guaranteed income and no capital protection; and an
investment in the Firm Placing Shares or Placed 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 the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, The Bookrunner will only procure investors who meet the
criteria of professional clients and eligible counterparties or who
are Company Placing Participants. For the avoidance of doubt, the
Target Market Assessment does not constitute: (a) an assessment of
suitability or appropriateness for the purposes of MiFID II; or (b)
a recommendation to any investor or group of investors to invest
in, or purchase or take any other action whatsoever with respect to
the Firm Placing Shares and Placed Shares. Each distributor is
responsible for undertaking its own target market assessment in
respect of the Firm Placing Shares and Placed Shares and
determining appropriate distribution channels.
Certain statements contained in this
Announcement are or may constitute "forward-looking statements". By
their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend upon future
circumstances that may or may not occur, many of which are beyond
the control of the Company and all of which are based on its
current beliefs and expectations about future events. Such
forward-looking statements involve known and unknown risks,
uncertainties and other factors, which may cause the actual
results, performance or achievements of the Group, or industry
results, to be materially different from any future results,
performance or achievements expressed or implied by such
forward-looking statements. Such forward- looking statements are
based on numerous assumptions regarding the present and future
business strategies of the Group and the environment in which the
Group will operate in the future. These forward-looking statements
speak only as at the date of this Announcement.
Forward-looking statements are
typically identified by the use of forward-looking terminology such
as "believes", "expects", "may", "will", "would", "should",
"intends", "estimates", "plans", "assumes" or "anticipates" or the
negative of such words or other variations on them or comparable
terminology, or by discussions of strategy which involve risks and
uncertainties. Such risks, uncertainties and other factors include,
among others: the macroeconomic and other impacts of COVID-19,
general economic and business conditions, changes in technology,
government policy and ability to attract and retain personnel.
Except as required by applicable law, the Listing Rules and other
regulations, Euronext Dublin or by any appropriate regulatory body,
Datalex plc expressly disclaims any obligation or undertaking to
release publicly any updates or revisions to any forward-looking
statements contained herein to reflect any change in the Group's
expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is
based.
Past performance may not be a
reliable guide to future performance. Investments may fall as well
as rise in value. Income may fluctuate in accordance with market
conditions and taxation arrangements. Changes in exchange rates may
have an adverse effect on the value, price or income of the
Ordinary Shares, including the New Ordinary Shares the subject of
the Open Offer.
Euronext Growth is a market designed
primarily for emerging or smaller companies to which a higher
investment risk tends to be attached than to larger or more
established companies. Euronext Growth securities are not admitted
to the Official List of Euronext Dublin. The Euronext Growth Rules
are less demanding than those of the Official List of Euronext
Dublin. A prospective investor should be aware of the risks of
investing in such companies and should make the decision to invest
only after careful consideration and, if appropriate, consultation
with an independent financial advisor.
Certain numbers in this Announcement
have been rounded up or down. There may therefore be discrepancies
between the actual totals of the individual amounts in this
Announcement and the underlying data.
The New Ordinary Shares to be issued
pursuant to the Firm Placing and Placing will not be admitted to
trading on any stock exchange other than the Euronext Growth Market
of Euronext Dublin. Persons (including individuals, funds or
otherwise) by whom or on whose behalf a commitment to acquire Firm
Placing Shares or Placed Shares has been given ("Placees") will be deemed to have read
and understood this Announcement in its entirety (including the
Appendix) and to be making such offer on the Terms and Conditions
in it, and to be providing the representations, warranties,
indemnities, acknowledgements, and undertakings contained in the
Appendix.
In particular, each such Placee will
be asked to represent, warrant and acknowledge that: (i) it is a
Relevant Person (as defined in the Appendix) and undertakes that it
will acquire, hold, manage or dispose of any Firm Placing Shares
and Placed Shares that are allocated to it for the purposes of its
business and it is acquiring such shares for its own account; (ii)
it and any account with respect to which it exercises sole
investment discretion, is either (a) outside the United States, or
(b) a QIB; and (iii) if it is a financial intermediary, as that
term is used in Article 2(d) of the Prospectus Regulation, that it
understands the resale and transfer restrictions set out in the
Appendix and that any Firm Placing Shares or Placed Shares
acquired by it in the Firm Placing or Placing will not be acquired
on a non-discretionary basis on behalf of, nor will they be
acquired with a view to their offer or resale to, persons in
circumstances which may give rise to an offer of securities to the
public other than an offer or resale in a member state of the EEA
to Qualified Investors or in the United Kingdom to Relevant
Persons, or in circumstances in which the prior consent of the
Bookrunner has been given to each such proposed offer or
resale.
Persons (including, without
limitation, nominees and trustees) who have a contractual or other
legal obligation to forward a copy of the Appendix or this
Announcement should seek appropriate advice before taking any
action.
No prospectus or offering document
will be made available in connection with the matters contained in
this Announcement and no such prospectus or offering document is
required (in accordance with the Prospectus Regulation) to be
published. This Announcement has not been approved by the Central
Bank of Ireland, Euronext Dublin, or any other competent regulatory
authority.
The most recent Annual Report,
trading update and other information relating to the Company are
available on the Datalex website at www.datalex.com.
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.
This Announcement does not
constitute a recommendation concerning the Firm Placing or
Placing.
By choosing to participate in the
Firm Placing and Placing and by making an oral and legally binding
offer to acquire Firm Placing and Placed Shares, investors will be
deemed to have read and understood this Announcement in its
entirety (including the Appendix) and to be making such offer on
the terms and subject to the conditions in it, and to be providing
the representations, warranties, indemnities, acknowledgements and
undertakings contained in the Appendix.
This Announcement should be read in
its entirety. In particular, you should read and understand the
information provided in the "Important Notices" section of this
Announcement.
References in this Announcement to
IIU's pro rata entitlement to participate in the Open Offer exclude
any entitlement in respect of certain Ordinary Shares in the
Company held by IIU Nominees in the form of American Depositary
Receipts in respect of which, for U.S. securities law reasons, IIU
Nominees shall not qualify to participate in the Open
Offer.