Results of Placing

 

Market Tech is pleased to announce the results of the Placing announced earlier today.

The full amount of 90,000,000 new ordinary shares of 10 pence each in the Company (the “Placing Shares”) have been conditionally placed at a price of 223 pence per Placing Share, by Shore Capital and Canaccord Genuity as Joint Global Coordinators and Joint Bookrunners and Berenberg as Joint Bookrunner, raising gross proceeds for the Company of approximately £200.7 million (before expenses). The Placing Shares being issued represent approximately 23.8 per cent. of the current issued ordinary share capital of the Company prior to the Placing.

The Placing Shares have been conditionally placed with new and existing shareholders, including the following directors of the Company:

 

Director	Holding prior to Placing	% of current issued share capital	Shares subscribed for	Holding after Placing	% of Enlarged Issued Capital 1
Nilesh (Neil) Sachdev	25,000	0.0066	22,471	47,471	0.0101
Charles Butler	125,000	0.0330	67,415	192,415	0.0411
Andrew Bull	65,000	0.0172	8,988	73,988	0.0158
John Le Poidevin	25,000	0.0066	22,471	47,471	0.0101
Thomas Teichman	25,000	0.0066	5,393	30,393	0.0065

 

1 Assuming no conversion of Convertible Bonds into Ordinary Shares.

Citwax, the Company’s largest Shareholder, has subscribed for a total of 10,250,000 Placing Shares, representing approximately 2.7 per cent. of the issued ordinary share capital of the Company prior to the Placing. Following completion of the Placing, Citwax will hold 334,187,500 Ordinary Shares, representing approximately 71.3 per cent. of the Enlarged Issued Share Capital (assuming no conversion of Convertible Bonds into Ordinary Shares). Citwax’s participation in the Placing is a related party transaction under Rule 13 of the AIM Rules. The directors of the Company (the “Directors”) consider, having consulted with the Company’s nominated adviser, Shore Capital, that the terms of Citwax’s participation are fair and reasonable insofar as the Independent Shareholders as a whole are concerned.

 

Extraordinary General Meeting

The Placing remains conditional, amongst other things, on Shareholder approval at the Extraordinary General Meeting which is expected to be held on or around 30 July 2015. A circular, including a notice of the Extraordinary General Meeting, relating to the Placing will be posted to Shareholders in due course.

 

Application for AIM admission

Application will be made to the LSE for the Placing Shares to be admitted to trading on AIM. AIM Admission is expected to become effective on or around 31 July 2015 and dealings in the Placing Shares and settlement will occur on the same day.

 

Variation of loan facility provided by Citwax

It has been agreed that the existing £60 million working capital facility provided by Citwax to the Company at the time of the Company’s admission to the AIM (the “Working Capital Facility”) shall continue to remain available to the Company following the completion of the Placing. The funds available under the Working Capital Facility have not, to date, been drawn down.  All other loans made available to the Company from Citwax shall cease to be available, in accordance with their terms, following the completion of the Placing. The Directors consider, having consulted with the Company’s nominated adviser, Shore Capital, that the variation to the Working Capital Facility set out above is fair and reasonable insofar as the Independent Shareholders as a whole are concerned.

For further information:

Market Tech                                                         +44 (0) 20 3772 2500

Charles Butler, Chief Executive Officer
Andrew Bull, Chief Financial Officer
c/o Bell Pottinger 

Shore Capital                                                        +44 (0) 20 7408 4090 

(Nomad, Joint Global Coordinator, Joint Bookrunner and Joint Broker)
Simon Fine
Dru Danford
Toby Gibbs