Placing and Subscription
15 August 2014
Successful Placing and Subscription to raise £725,000
Grant of Options
Posting of Circular to Shareholders and
Notice of General Meeting
Image Scan has made certain amendments to the ‘Placing and Subscription and Notice of GM’ announcement released on 14 August 2014 at 16:29 under RNS No 1987P. Amendments are underlined. All other details remain unchanged and the full amended text is shown below.
Image Scan (AIM:IGE), the AIM-listed specialist supplier of x-ray screening systems to the security and industrial inspection markets, is pleased to announce that it has conditionally raised £725,000 (before expenses) by way of a placing of 34,350,000 new ordinary shares of 1 pence each in the Company (“Ordinary Shares”) at a placing price of 2 pence per Ordinary Share (the “Placing Shares”)(the “Placing”) to a number of new as well as existing institutional investors and by way of a subscription for 1,900,000 Ordinary Shares (“Subscription Shares”)(the “Subscription”) by certain directors and company officers and other officers of the Company on similar terms to the Placing.
•Placing and Subscription for 36,250,000 Ordinary Shares raising gross proceeds of £725,000.
•Placing price of 2 pence per Ordinary Share (the “Placing Price”) represents a 15.8 per cent. discount to the closing price of 2.375 pence per Ordinary Share on 13 August 2014.
•1,850,000 of the Placing Shares (the “Firm Placing Shares”) are expected to be admitted to trading on AIM on 20 August 2014, whilst 34,400,000 of the Placing Shares and the Subscription Shares combined, being conditional, inter alia, on shareholder approval, (the “Conditional Shares”) are expected to be admitted to trading on AIM on 9 September 2014.
•Proceeds from the Placing will enable the Company to accelerate its internal R&D activity, with specific focus on upgrading and expanding its range of portable x-ray security systems and partnering to develop a new range of conveyor x-ray systems for security checkpoints, and growing its sales team.
•A general meeting of the Company (the “General Meeting”) is to be held at the offices of Cantor Fitzgerald Europe, One Churchill Place, Canary Wharf, London E14 5RB at 10.00 a.m. on 8 September 2014.
Bill Mawer, Chairman and Chief Executive Officer of Image Scan commented:
“On behalf of the Board of Image Scan I am delighted to announce this successful fundraising which will enable us to pursue actively our growth ambitions as we continue to expand Image Scan and look to further accelerate our speed of development. Additionally, I would like to welcome all of our shareholders who have supported this placing, a number of which are new institutional shareholders to Image Scan, whilst thanking our existing shareholders for their continuing support.”
For further information, please contact:
Image Scan Holdings plc Tel: +44 (0) 1509 817 400
Bill Mawer, Chairman and Chief Executive Officer
Cantor Fitzgerald Europe Tel: +44 (0) 207 894 7000
Rick Thompson / David Foreman
David Banks / Paul Jewell
Yellow Jersey PR Tel: +44 (0) 7747 788 221
Anna Legge / Dominic Barretto
Details of the Placing
The Company is proposing to raise £687,000 (before expenses) by way of a placing of 34,350,000 Ordinary Shares at the Placing Price. In addition, certain Directors have also subscribed for 1,900,000 shares at the same price to raise £38,000. The Firm Placing Shares will represent approximately 2.31 per cent. of the issued share capital of the Company (as enlarged by the Firm Placing Shares), and the Placing Shares (comprising the Firm Placing Shares and the Conditional Placing Shares) will represent approximately 31.63 per cent. of the issued share capital of the Company (as enlarged by the Firm Placing Shares and the Conditional Placing Shares). Following admission to trading on AIM (“Admission”) of the Firm Placing Shares, the Company will have 80,204,577 Ordinary Shares in issue and following Admission of the Conditional Placing Shares and the Subscription Shares this number will further increase to 114,604,577 Ordinary Shares in issue. These figures may be used by shareholders of the Company, from Admission of the Firm Placing Shares, the Conditional Placing Shares and the Subscription Shares respectively, 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 Company under the Financial Conduct Authority’s Disclosure Rules and Transparency Rules.
The Placing Price represents a discount of approximately 15.8 per cent. to the closing price of 2.375 pence per Ordinary Share on 13 August 2014, being the last dealing day prior to the date of this announcement.
The Firm Placing will utilise the existing Shareholder authorities put in place at the general meeting of the Company on 11 April 2014 to allot on a non pre-emptive basis 1,850,000 Placing Shares (raising gross proceeds of £37,000 at the Placing Price). Therefore, the Firm Placing is not conditional on the resolutions being passed at the General Meeting. However, the Firm Placing is conditional, inter alia, on:
•the conditions in the placing agreement between the Company and Cantor Fitzgerald Europe (the “Placing Agreement”) relating to the Placing of the Firm Placing Shares being satisfied or (if applicable) waived and the Placing Agreement not having been terminated in accordance with its terms prior to Admission of the Firm Placing Shares; and
•Admission of the Firm Placing Shares becoming effective by no later than 8.00 a.m. on 19 August 2014 (or such later time and/or date as the Company and Cantor Fitzgerald Europe may agree, but in any event not later than 8.00 a.m. on 29 August 2014). Admission of the Firm Placing Shares is expected to occur before the holding of the General Meeting.
The Conditional Placing (raising gross proceeds of £650,000 at the Placing Price) and the Subscription (raising proceeds of £38,000 at the Placing Price) is conditional, inter alia, on:
•completion of the Firm Placing;
•the passing of the resolution at the General Meeting;
•the conditions in the Placing Agreement relating to the Placing of the Conditional Placing Shares being satisfied or (if applicable) waived and the Placing Agreement not having been terminated in accordance with its terms prior to Admission of the Conditional Placing Shares; and
•Admission of the Conditional Placing Shares becoming effective by no later than 8.00 a.m. on 9 September 2014 (or such later time and/or date as the Company and Cantor Fitzgerald Europe may agree, but in any event not later than 8.00 a.m. on 19 September 2014).
The new Ordinary Shares will be issued credited as fully paid and will rank in full for all dividends and other distributions declared, made or paid after Admission of the Firm Placing Shares, the Conditional Placing Shares and the Subscription Shares, respectively, and will otherwise rank on Admission pari passu in all respects with the Existing Ordinary Shares. The Placing Shares and Subscription Shares are not being made available to the public and are not being offered or sold in any jurisdiction where it would be unlawful to do so.
Use of proceeds
The Directors are seeking to invest in product development to upgrade the existing product range, to expand the product portfolio and to grow the sales team. The Directors have considered whether funding is required at this time and consider the Placing and the Subscriptions to be in the best interests of the Company. This investment will enable the Company to accelerate its internal R&D activity with respect to the development of the product platform from which the Company can grow sales within its existing markets and open up new sales opportunities.
The Company therefore intends to grant options over a total of 3,650,000 Ordinary Shares. All such options will be issued under an Enterprise Management Incentive scheme to be adopted by the Board prior to the General Meeting of which 1,000,000 will be awarded to Vince Deery; and 1,000,000 will be awarded to William Mawer. These options will be granted following the Placing and subject to the passing of the resolutions at the General Meeting at an exercise price equal to the Placing Price and will be subject to a three year vesting period.
Notice of General Meeting
The Placing of the Conditional Placing Shares is conditional upon, inter alia, the passing of the resolution to be proposed at the General Meeting. Accordingly, a notice convening the General Meeting to be held at Cantor Fitzgerald Europe, One Churchill Place, Canary Wharf, London E14 5RB at 10.00 a.m. on 8 September 2014 has today been posted to shareholders, together with the circular which sets out further details of the Placing (the “Circular”).
Copies of the Circular are also available on the Company’s website at www.3dx-ray.com.