Result of Placing
17 July 2018
Image Scan Holdings plc (AIM: IGE), specialists in the field of X-ray imaging for the security and industrial inspection markets, is pleased to announce the result of the bookbuild announced earlier today.
A total of 25,000,000 new Ordinary Shares in the Company have been conditionally placed at a price of 4 pence per new Ordinary Share (the “Placing Price”) raising proceeds of approximately £1.0 million (before expenses) together with a subscription by Spring Ventures Group Investments Limited of 6,250,000 new Ordinary Shares at the Placing Price raising proceeds of £0.25 million to partially fund the acquisition of Todd Research Limited. The Placing Price represents a 27.3 per cent. discount to the closing price to the closing price on 16 July 2018 (being the day prior to this announcement).
The Placing is conditional, amongst other things, upon the passing of the Resolutions. The Placing and Subscription Shares will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of their issue.
Directors’ Dealing
William Mawer, Chief Executive Officer and Executive Chairman, and Tim Jackson, Non-Executive Director, have participated in the Placing, amounting to a subscription for 1,250,000 Placing Shares or approximately 4 per cent. of the Placing and Subscription.
The Directors’ interests as at today and following completion of the Placing and Subscription are as follows:
| At the date of this Announcement | On Admission | ||||
| Name | Number of Existing Ordinary Shares | Percentage of Existing Ordinary Shares | Number of Placing Shares | Number of Ordinary Shares | Percentage of Ordinary Shares* |
| William Mawer | 5,204,682 | 3.82% | 625,000 | 5,829,682 | 3.48% |
| Tim Jackson | 0 | 0.00% | 625,000 | 625,000 | 0.37% |
| Richard Leaver | 500,000 | 0.37% | 0 | 500,000 | 0.30% |
| Vincent Deery | 83,077 | 0.06% | 0 | 83,077 | 0.05% |
Following the Placing and Subscription, the Directors will beneficially own, in aggregate, 4.2 per cent. of the Enlarged Issued Share Capital.
Admission
Pursuant to the Placing and Subscription, Application has been made for the 31,250,000 new Ordinary Shares to be admitted to trading on AIM. Dealings in these new Ordinary Shares are expected to commence on 8 August 2018.
Total Voting Rights
Following the issue of the Placing and Subscription Shares, the Company’s issued share capital will comprise 167,604,577 ordinary shares of 1 pence each. The total number of voting rights in the Company will be 167,604,577. 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 to their interest in, the share capital of the Company under the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority.
Circular to be posted today.
Further to this announcement, the Company is pleased to announce that the Circular will be posted today notifying shareholders of a general meeting which is being convened for the purpose of, amongst other things, considering the Resolutions required in connection with the Placing and Subscription, to be held at the offices of Cantor Fitzgerald Europe, One Churchill Place, Canary Wharf, London, E14 5RB at 10.00 a.m. on 7 August 2018.
A copy of the Circular will shortly be available on the Company’s website at www.ish.co.uk
Other than where defined, capitalised terms used in this announcement have the meanings given to them in the Announcement released by the Company this morning at 8.00 a.m.
Enquiries
| Image Scan Holdings plc | +44 (0)1509 817 400 |
| Bill Mawer, Chairman and Chief Executive Officer | ir@ish.co.uk |
| Sarah Atwell King, Company Secretary | |
| Cantor Fitzgerald Europe | +44 (0)20 7894 7000 |
| (Nominated Adviser and Broker) | |
| Rick Thompson / Will Goode / Michael Boot (Corporate Finance) | |
| Alex Pollen (Sales) |
About Image Scan Holdings plc
Image Scan Holdings plc (AIM: IGE) is focused on the development and commercialisation of market leading real-time X-ray solutions for use in the global Security and Industrial inspection markets. The Company’s Security portfolio includes the ThreatScan® range of portable bomb and suspect package detection systems; the Axis range of baggage inspection systems; and SVXi, a small vehicle inspection system. The Industrial inspection solutions include the MDXi product range, cabinet X-ray systems for laboratories and production lines. The Company was founded in 1996 and joined AIM in 2002.
For further information on the Company, please visit: www.ish.co.uk – and for further information on its products, please visit: www.3dx-ray.com
Notification and public disclosure of transactions by persons discharging managerial responsibilities (“PDMRs”) and persons closely associated (“PCA”) with them.
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a)
|
Name
|
William Mawer | ||||
| 2 | Reason for the notification | |||||
| a)
|
Position/status | Chief Executive Officer and Executive Chairman | ||||
| b) | Initial notification / Amendment | Initial Notification | ||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a)
|
Name
|
Image Scan Holdings plc | ||||
| b)
|
LEI
|
213800DOY65DJDUDJP88 | ||||
| 4
|
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
| a)
|
Description of the financial instrument, type of instrument
Identification code: |
Ordinary shares of 1 pence each
ISIN: GB0031410581 |
||||
| b)
|
Nature of the transaction
|
Purchase of Ordinary Shares pursuant to the Placing | ||||
| c)
|
Price(s) and volume(s)
|
|
||||
| d)
|
Aggregated information
|
|
||||
| e)
|
Date of the transaction | 17 July 2018 | ||||
| f) | Place of the transaction | AIM | ||||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a)
|
Name
|
Tim Jackson | ||||
| 2 | Reason for the notification | |||||
| a)
|
Position/status | Non-Executive Director | ||||
| b) | Initial notification / Amendment | Initial Notification | ||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a)
|
Name
|
Image Scan Holdings plc | ||||
| b)
|
LEI
|
213800DOY65DJDUDJP88 | ||||
| 4
|
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
| a)
|
Description of the financial instrument, type of instrument
Identification code: |
Ordinary shares of 1 pence each
ISIN: GB0031410581 |
||||
| b)
|
Nature of the transaction
|
Purchase of Ordinary Shares pursuant to the Placing | ||||
| c)
|
Price(s) and volume(s)
|
|
||||
| d)
|
Aggregated information
|
|
||||
| e)
|
Date of the transaction | 17 July 2018 | ||||
| f) | Place of the transaction | AIM | ||||