4 October 2016
Gresham Computing plc
Result of Placing
Further to its announcement earlier today regarding the proposed placing (the "Placing"), Gresham Computing plc (LSE: "GHT", "Gresham", the "Company" or the "Group"), the leading software and services company that specialises in providing real-time transaction control and enterprise data integrity solutions, is please to confirm that it has conditionally raised £3.32 million through the successful placing of 3,163,540 new ordinary shares (the "Placing Shares") at a price of 105p per Placing Share (the "Placing Price"). The Placing has been arranged by N+1 Singer.
The Placing Price represents a discount of approximately 1.87 per cent. to the average mid-market closing price over the five business days prior to the release of this announcement and the Placing Shares will represent approximately 4.7 per cent. of the Company's issued share capital, as enlarged following admission of the Placing Shares.
The proceeds of the Placing will be used to fund the majority of the initial cash consideration due in respect of Gresham's proposed acquisition of C24 Technologies Ltd (the "Acquisition"), details of which were also released earlier today. The total cash consideration due in respect of the Acquisition is up to approximately £4.55 million, comprising £3.41 million of initial consideration and up to £1.14 million in deferred consideration.
Appropriate applications will be made and it is expected that admission of the Placing Shares to the premium segment of the Official List and to trading on the London Stock Exchange's main market for listed securities ("Admission") will become effective at 8.00 a.m. on 10 October 2016.
The Placing Shares will, when issued, rank pari passu in all respects with the existing ordinary shares of the Company including the right to receive dividends and other distributions declared following Admission.
Related Party Participation
Kestrel Partners LLP ("Kestrel") and Schroder Investment Management ("Schroder") are both substantial shareholders for the purposes of chapter 11 of the Listing Rules. Both Kestrel and Schroder are therefore considered to be related parties for the purposes of chapter 11 of the Listing Rules. Kestrel and Schroder have committed to subscribe for 571,428 Placing Shares and 372,136 Placing Shares, respectively, in the Placing. Under Listing Rule 11.1.10 R, the respective participations in the Placing by each of Kestrel and Schroder constitute "smaller" related party transactions and as such do not require the approval of independent ordinary shareholders of the Company.
Total Voting Rights
Following Admission the Company will have a total of 66,684,518 Ordinary Shares with voting rights in issue. The Company currently holds no shares in treasury.
Following Admission, the above figure of 66,684,518 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 Company under the FCA's Disclosure and Transparency Rules.
Gresham Computing plc
Ian Manocha +44 (0) 207 653 0200
N+1 Singer (Broker)
Nic Hellyer +44 (0) 207 496 3000
Note to editors
Gresham's award-winning Clareti software platform has been designed to provide financial institutions with complete certainty in their data processing. Clareti is a highly flexible and fully scalable platform for assuring enterprise data integrity and is designed to address today's most challenging financial control, internal risk management, data governance and regulatory compliance problems. Gresham's portfolio of applications based on the Clareti platform, including Clareti Transaction Control (CTC) and Clareti Accounts Receivable Management (Clareti ARM), provide innovative industry and domain specific solutions for real-time data management based on business-driven controls.
Gresham Computing plc is a leading software and services company that specialises in providing real-time transaction control and enterprise data integrity solutions. Listed on the main market of the London Stock Exchange (GHT.L) and headquartered in the City of London, customers include some of the world's largest financial institutions, all of whom are served locally from offices located in Europe, North America and Asia Pacific.
The information communicated in this announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014.
This information is provided by RNS