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.
30 August 2024
DATALEX PLC ("Datalex" or the
"Company")
Publication of Circular and
Notice of Extraordinary General Meeting
Further to the announcements dated
28 August 2024 in relation to its proposed Firm Placing and Placing
and Open Offer (the "Capital
Raise"), Datalex announces that it has today issued a
circular to shareholders (the "Circular") containing a notice of an
extraordinary general meeting to be held at 11:00 a.m. on 26
September 2024 at Block V, Eastpoint Business Park, Dublin 3,
Ireland (the "EGM").
Completion of the Capital Raise is conditional, inter alia, upon
the approval of the shareholder resolutions to be proposed at the
EGM (the "Resolutions").
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 dated 28 August 2024 announcing the Capital Raise,
unless the context provides otherwise.
The Circular will be sent or
otherwise made available to Shareholders later today, together with
a Form of Proxy. The Circular is available for inspection in
electronic form on the Company's website
https://www.datalex.com/.
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
|
|
|
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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, Open Offer
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, Placing and Open Offer
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, Placing or Open Offer. 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.
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.
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.