Source - LSE Regulatory
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 £5.3 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:£0.75 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 shareholding

Number of Subscription Shares

Resultant holding of Ordinary Shares

Expected % of enlarged 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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