Proposed Placing of New Shares to raise approximately £15.75 million by way of Accelerated Bookbuild

26 June 2020

Instem plc
(“Instem”, the “Company” or the “Group”)

Proposed Placing of New Shares to raise approximately £15.75 million by way of Accelerated Bookbuild

Instem plc (AIM: INS), a leading provider of IT solutions to the global life sciences market, today announces a proposed Placing of new ordinary shares in the Company to raise gross proceeds for the Company of approximately £15.75 million (£15.0 million net of expenses).

Highlights

  • Proposed Placing of new ordinary shares of 10 pence each (“Ordinary Shares”) in the capital of the Company (“New Shares”) at a price of 435 pence per share (“Placing Price”) to raise gross proceeds receivable by the Company of approximately £15.75 million (£15.0 million net of expenses).
  • In addition, proposed Placing of existing Ordinary Shares and new Ordinary Shares to be issued resulting from the intended exercise of share options (“Option Shares”, together with the proposed Placing of the existing Ordinary Shares, “Sale Shares”) at the Placing Price by certain Directors and their relatives and related trusts (“Sellers”) to raise gross proceeds receivable by the Sellers of, in aggregate, approximately £3.0 million.
  • The net proceeds of the Placing receivable by the Company will be used to accelerate the Group’s acquisition strategy with a number of potential compelling opportunities for bolt on acquisitions and more substantial targets having been identified.  
  • Placing to be conducted by way of an accelerated bookbuild process by N+1 Singer which will be launched in accordance with the Terms and Conditions set out in the Appendix to this Announcement, immediately following this Announcement.
  • A Placing Price of 435 pence represents a discount of 4.4 per cent. to the closing mid-market price of 455 pence per Ordinary Share on 25 June 2020 (being the latest practicable business day prior to the date of this Announcement).
  • The New Shares and the Option Shares are expected to be admitted to trading on AIM on or around 17 July 2020 ("Admission").
  • Placing of the Sale Shares is conditional on Admission, with Lock-in Agreements, also conditional on Admission, in place with the Sellers.
  • Admission is conditional, inter alia, upon the Placing Agreement not having been terminated and becoming unconditional. Admission is also conditional, inter alia, upon the passing of the Resolutions by the Shareholders at the General Meeting expected to be held at 11 a.m. on 16 July 2020.  The notice convening the General Meeting will be set out in the Circular expected to be sent to Shareholders on or around 30 June 2020.
  • The final number of Placing Shares to be placed will be determined by N+1 Singer, in consultation with the Company, at the close of the Bookbuild Process and the result will be announced as soon as practicable thereafter. The timing for the close of the Bookbuild Process and the allocation of the Placing Shares thereunder, will be determined by N+1 Singer in consultation with the Company.
  • The Placing is not being underwritten (in whole or in part) by N+1 Singer or any other person.
  • The Appendix to this Announcement (which forms part of this Announcement) contains the detailed terms and conditions of the Placing.

Further details of the Placing (in particular, the final number of Placing Shares) will be set out in an announcement to be made on the closing of the Bookbuild Process.

This Announcement should be read in its entirety. In particular, your attention is drawn to the detailed terms and conditions of the Placing and further information relating to the Placing and any participation in the Placing that is described in the Appendix to this Announcement (which forms part of this Announcement).
By choosing to participate in the Placing and by making an oral and legally binding offer to acquire Placing Shares, investors 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 of the Placing contained herein, and to be providing the representations, warranties, indemnities, acknowledgements, agreements and undertakings contained in the Appendix.

Expected Timetable of Principal Events

Date of this Announcement 26 June 2020
Announcement of the results of the Bookbuild 26 June 2020
Date of publication of the Circular and Form of Proxy 30 June 2020
Latest time and date for receipt of Forms of Proxy 11 a.m. on 14 July 2020
General Meeting 11 a.m. on 16 July 2020
Admission and commencement of dealings in the New Shares and the Option Shares on AIM 8:00 a.m. on 17 July 2020

Download the full proposed placing:

Proposed Placing

For further information, please contact:

Instem plc +44 (0) 1785 825 600
Phil Reason, CEO  
Nigel Goldsmith, CFO  
N+1 Singer (Nominated Adviser & Broker) +44 (0) 20 7496 3000
Peter Steel, Alex Bond, Amanda Gray (Corporate Finance)  
Rachel Hayes (Corporate Broking)  
Wallbrook Financial PR Tel: +44 (0) 20 7933 8780
Nick Rome instem@walbrookpr.com
Tom Cooper  

About Instem

Instem is a leading provider of IT solutions & services to the life sciences market delivering compelling solutions for Study Management and Data Collection; Regulatory Solutions for Submissions and Compliance; and Informatics-based Insight Generation.
 
Instem solutions are in use by customers worldwide and enable our clients to bring life enhancing products to market faster.
 
Instem's portfolio of software solutions increases client productivity by automating study-related processes while offering the unique ability to generate new knowledge through the extraction and harmonisation of actionable scientific information.
 
Instem supports over 500 clients through offices in the United States, United Kingdom, France, Japan, China and India.

To learn more about Instem solutions and its mission, please visit instem.com.