NETDIMENSIONS (HOLDINGS) LIMITED 5 November 2015
('NetDimensions' or 'the Company')
NetDimensions (AIM: NETD; OTCQX: NETDY), a global provider of performance, knowledge and learning management systems, is pleased to announce the conditional placing of 12,000,000 new ordinary shares ('New Ordinary Shares') of US$0.001 each (par value) in the Company at a price of 60 pence per share ('Placing Price') to raise gross proceeds of £7.2m.
The New Ordinary Shares represent approximately 30.7 per cent of the issued ordinary share capital of the Company prior to the Placing and 23.5 per cent. of the Enlarged Share Capital. The New Ordinary Shares have been conditionally placed with new and existing investors. The Placing Price represents a 4.8 per cent discount to the closing middle market price of 63 pence on 4 November 2015, being the last trading day immediately preceding the date of this Announcement.
The Company has positioned itself to take advantage of the growth opportunities available globally and, via its network of consulting partners and resellers, has a presence in major software markets around the world.
The Board will apply the proceeds from the Placing to capitalise on opportunities in global markets for enterprise talent management solutions, in particular across the High Consequence Industries identified by the Board, being Healthcare, Life Sciences, Manufacturing, Transportation, Energy and Financial Services and including previously announced contract wins. These opportunities include complex deployments with large multinational manufacturing groups.
Jay Shaw, NetDimensions CEO, commented: 'Global spending on integrated Talent Management Systems is estimated at more than US$6bn in 2014 and with the support of our existing and new shareholders we have the opportunity to continue to accelerate our growth towards our target of US$50m by the end of 2018'
The New Ordinary Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares. The Placing is conditional, inter alia, on the admission of the New Ordinary Shares to trading on AIM and the Placing Agreement not being terminated by Panmure Gordon (UK) Limited ('Panmure Gordon') prior to Admission. Application has been made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading. It is expected that Admission will take place and that dealings in the New Ordinary Shares will commence at 8.00 a.m. on 10 November 2015.
The Appendix to this announcement (which forms part of this announcement) sets out the terms and conditions of the Placing. Persons who have chosen to participate in the Placing, by making an oral or written offer to acquire Placing Shares, 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 herein, and to be providing the representations, warranties and acknowledgements contained in the Appendix.
Henderson Global Investors Limited ('Henderson') is a related party under the AIM Rules by virtue of being a substantial shareholder in the Company as defined in the AIM Rules. The issue of 2,900,000 Ordinary Shares to Henderson therefore constitutes a related party transaction as defined in the AIM Rules.
Accordingly, as required by the AIM Rules, the independent directors (being each of the directors with the exception of James Brooke, who is also a fund manager at Henderson), having consulted with the Company's nominated adviser, Panmure Gordon, consider that the terms of the transaction are fair and reasonable insofar as the Company's shareholders are concerned.
Following Admission the total number of Ordinary Shares with voting rights in issue will be 51,150,226. There are no shares held in treasury. The above figure of 51,150,226 Ordinary Shares may be used by shareholders in the Company 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 in accordance with the Company's articles of association.
For further information:
NetDimensions (Holdings) Limited | Tel: +852 2122 4500 |
Jay Shaw / Matthew Chaloner | |
Panmure Gordon (UK) Limited (Nomad & Broker) | Tel: +44 20 7886 2500 |
Fred Walsh / Peter Steel / James Greenwood (Investment Banking) | |
Erik Anderson / Tom Nicholson (Corporate Broking) | |
Walbrook PR Ltd (Financial Public Relations) | Tel: +44 20 7933 8792 |
Paul Cornelius / Sam Allen / Nick Rome | netdimensions@walbrookpr.com |
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it is a Relevant Person (as defined above) and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;
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it is acquiring the Placing Shares for its own account or for an account with respect to which it exercises sole investment discretion, and that it (and any such account) is outside the United States and is acquiring the Placing Shares in an 'offshore transaction' in accordance with Regulation S under the Securities Act; and
- if it is a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, that any Placing Shares acquired by it in the 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
Panmure Gordon has today entered into the Placing Agreement under which, subject to the conditions set out in that agreement, Panmure Gordon has agreed to use its reasonable endeavours to procure subscribers for the Placing Shares at the Placing Price with certain institutional and other investors, as further described in this Announcement and as set out in the Placing Agreement. No element of the Placing is underwritten. Simultaneously with the Placing, the Subscriber will subscribe for the Subscription Shares at the Placing Price on the terms of the Subscription Letter.
The Placing is conditional upon the Placing Agreement becoming unconditional in all respects.
The New Ordinary Shares will, when issued, be subject to the articles of association of the Company, be credited as fully paid and rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive dividends and other distributions declared or made following Admission.
Application will be made to the London Stock Exchange for admission of the New Ordinary Shares to trading on AIM. Admission is conditional upon, amongst other things, the conditions in the Placing Agreement being satisfied and the Placing Agreement not having been terminated in accordance with its terms. It is expected that Admission will become effective at 8.00 a.m. on 10 November 2015 and that dealings in the New Ordinary Shares will commence at that time.
Panmure Gordon is acting as broker and agent of the Company in respect of the Placing Shares.
Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by Panmure Gordon.
The Placing Price and the number of Placing Shares to be issued have been agreed between Panmure Gordon and the Company following completion of the Bookbuild.
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