TIDMIQG
RNS Number : 1538H
IQGeo Group PLC
01 December 2020
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES, CANADA, JAPAN, AUSTRALIA, THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. FURTHER DETAILS
OF THE ACQUISITION AND FUNDRAISING ARE SET OUT BELOW.
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 ANY NEW ORDINARY
SHARES OF IQGEO GROUP PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN
ARTICLE 7 OF THE MARKET ABUSE REGULATION NO. 596/2014 ("MAR"). UPON
THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS
NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
IQGEO GROUP PLC
("IQGeo", the "Company" or the "Group")
Results of Fundraising
IQGeo Group plc (AIM: IQG), a provider of geospatial
collaboration and productivity software to the telecommunications
and utilities industries, is pleased to announce, further to the
Company's announcement released this morning regarding the proposed
Bookbuild (the "Fundraising Announcement"), the successful
completion of an over-subscribed placing (the "Placing") and direct
subscription (the "Subscription") (together the "Fundraising") in
connection with the acquisition of OSPInsight International Inc.
("OSPI") (the "Acquisition"). The Fundraising (and therefore the
Acquisition) is conditional upon, inter alia, the approval of
certain resolutions (the "Resolutions") at the General Meeting,
which will be convened for 18 December 2020.
A total of 6,096,153 new Ordinary Shares in the Company have
been conditionally placed by finnCap Ltd ("finnCap"), at a price of
78 pence per share (being the closing mid-market price on 30 Nov,
being the last business day before release of this announcement)
(the "Issue Price") with existing and new institutional investors
(the "Placing Shares"). In addition, the Directors of the Company
have agreed to subscribe for 698,719 new Ordinary Shares at the
Issue Price through the Subscription (the "Subscription Shares")
(together with the Placing Shares, the "New Ordinary Shares").
The Fundraising of 6,794,872 New Ordinary Shares has raised
total gross proceeds of approximately GBP5.3 million. The New
Ordinary Shares being issued represent together approximately 13.7
per cent of the existing issued ordinary share capital of the
Company prior to the Fundraising.
The definitions referenced in this announcement remain in line
with those from the Fundraising Announcement unless otherwise
stated.
Richard Petti, CEO of IQGeo, commented "We are pleased to have
completed this Fundraising and are grateful for the strong support
shown by both our existing shareholders and our new institutional
investors, whom we welcome on to the register. The participation
and contribution from the Board also demonstrates our strong belief
in the strategy and prospects for the Group. We embarked on this
fundraise from a position of strength, thanks to the Group's strong
balance sheet and positive trading momentum during the second half
of the year against a challenging trading environment. The proceeds
of the Fundraising will enable us to build on that momentum by
funding the acquisition of OSPI which represents a significant and
compelling opportunity for the Group to expand its presence
internationally in key global markets and to build on our platform
for future growth."
Admission
Application will be made to the London Stock Exchange for the
6,794,872 New Ordinary Shares pursuant to the Fundraising and the
961,538* Initial Consideration Shares pursuant to the Acquisition
to be admitted to trading on AIM. Subject to the passing of the
Resolutions at the General Meeting, it is expected that admission
to AIM ("Admission") will become effective and that dealings on AIM
will commence in the New Ordinary Shares and Initial Consideration
Shares at 8.00 a.m. on 21 December 2020.
* Assuming that the Initial Consideration Shares are issued at
78 pence per Ordinary Share being the closing mid-price of the
Ordinary Shares on 30 November 2020 (being the latest practicable
date prior the announcement of the Placing) and based on an
exchange rate of $1:GBP0.75 being the prevailing spot rate of
exchange for U.S. Dollars quoted by Barclays Bank plc as at 5.00
p.m. (British time) on 30 November 2020 (being the latest
practicable date prior the announcement of the Placing). This
figure will be amended and an updated figure announced as
appropriate.
The Fundraising is conditional upon, inter alia, the approval of
the Resolutions at the General Meeting and Admission becoming
effective. The Placing is also conditional upon the placing
agreement between the Company and finnCap becoming unconditional
and not being terminated in accordance with its terms.
Related party transactions
As set out below, all the Directors or their associates (as
defined under the AIM Rules) have agreed to subscribe for a total
of 698,719 Subscription Shares. The Directors and their associates
(acting together) will be treated as a "related party" and their
participation in the Placing as a "related party transaction" for
the purposes of Rule 13 of the AIM Rules.
Kestrel Partners LLP ("Kestrel Partners") is a substantial
shareholder in the Company (as defined under the AIM Rules) and has
agreed to subscribe for a total of 1,666,667 Placing Shares in the
Placing. Kestrel Partners will therefore also be treated as a
"related party" and its participation in the Placing as a "related
party transaction" for the purposes of Rule 13 of the AIM
Rules.
Columbia Threadneedle Investments ("Columbia Threadneedle") is a
substantial shareholder in the Company (as defined under the AIM
Rules) and has agreed to subscribe for a total of 1,218,852 Placing
Shares in the Placing. Columbia Threadneedle will therefore also be
treated as a "related party" and its participation in the Placing
as a "related party transaction" for the purposes of Rule 13 of the
AIM Rules.
Canaccord Genuity Group Inc. ("Canaccord Genuity") is a
substantial shareholder in the Company (as defined under the AIM
Rules) and has agreed to subscribe for a total of 1,600,307 Placing
Shares in the Placing. Canaccord Genuity will therefore also be
treated as a "related party" and its participation in the Placing
as a "related party transaction" for the purposes of Rule 13 of the
AIM Rules.
In lieu of any independent directors' recommendation in relation
to i) the Directors' and their associates' participation in the
Subscription, and ii) Kestrel Partners', Columbia Threadneedle's
and Canaccord Genuity's participation in the Placing, in order to
provide a statement as to what is fair and reasonable, finnCap, in
its capacity as Nominated Adviser to the Company for the purposes
of the AIM Rules, considers that the participation in the
Subscription by the Directors and their associates and the
participation in the Placing by Kestrel Partners, Columbia
Threadneedle and Canaccord Genuity is fair and reasonable insofar
as the shareholders of the Company are concerned.
The individual subscriptions for the Directors and their
associates are set out below:
Director Existing Number of Subscription Resultant holding Expected %
shareholding Shares of Ordinary of enlarged
Shares issued share
capital**
Haywood Chapman* - 102,564 102,564 0.18%
-------------- ----------------------- ------------------ --------------
Ian Kershaw 19,000 19,231 38,231 0.07%
-------------- ----------------------- ------------------ --------------
Andrew MacLeod - 64,103 64,103 0.11%
-------------- ----------------------- ------------------ --------------
Richard Petti 133,661 64,103 197,764 0.34%
-------------- ----------------------- ------------------ --------------
Robert Sansom 3,831,714 384,615 4,216,329 7.35%
-------------- ----------------------- ------------------ --------------
Paul Taylor 191,459 64,103 255,562 0.45%
-------------- ----------------------- ------------------ --------------
Total 4,175,834 698,719 4,874,553 8.50%
-------------- ----------------------- ------------------ --------------
*To be registered in the name of Deborah Anne Chapman, Haywood
Chapman's wife.
**Assuming that 961,538 Initial Consideration Shares are issued,
subject to the conditions set out above
Enquiries:
IQGeo Group plc +44(0)1223 606655
Richard Petti, CEO www.iqgeo.com
Haywood Chapman, CFO
finnCap Ltd - NOMAD and Broker +44(0)20 7220 0500
Henrik Persson, Anthony Adams - Corporate
Finance
Tim Redfern, Richard Chambers - ECM
Notes to editors
IQGeo's end-to-end geospatial software improves productivity and
collaboration across enterprise planning, design, construction,
maintenance and sales processes for telecoms and utility network
operators. Our mobile-first enterprise solutions create and
maintain, an accurate view of complex network assets that is easily
accessible by anyone, wherever and whenever needed.
Specialized applications combined with our open IQGeo Platform
help network operators create a single source of network truth to
meet their digital transformation ambitions and operational KPIs.
Our award-winning, cloud-enabled solutions save time and money, and
improve safety and productivity, while enhancing customer
satisfaction.
With over 50,000 active software users, IQGeo has an established
and rapidly growing customer base with telecoms and utility
companies worldwide.
IQGeo trades on AIM with the ticker IQG.
For additional information please visit www.iqgeo.com
Important notices
No statement in this announcement is intended to be a profit
forecast or estimate and no statement in this announcement should
be interpreted to mean that earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the
Company.
finnCap is authorised and regulated by the FCA in the United
Kingdom and is acting exclusively for the Company and no one else
in connection with the Placing, and finnCap will not be responsible
to anyone (including any Placees) other than the Company for
providing the protections afforded to its clients or for providing
advice in relation to the Placing or any other matters referred to
in this announcement.
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MSCDZMGZDMZGGZM
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