THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE
RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR
ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO
SO.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY
AND SHALL NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION,
RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR,
OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN ELIXIRR
INTERNATIONAL PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER
THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE
BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT
DECISION IN RESPECT OF ELIXIRR INTERNATIONAL PLC. PLEASE SEE THE
IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT
FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 ("MAR"), AND IS DISCLOSED IN ACCORDANCE WITH
THE COMPANY'S OBLIGATIONS UNDER ARTICLE 17 OF MAR. IN ADDITION,
MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF
CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE
RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE
INFORMATION, AS PERMITTED BY MAR. UPON THE PUBLICATION OF THIS
ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN
THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN
POSSESSION OF INSIDE INFORMATION.
ELIXIRR INTERNATIONAL
PLC
("Elixirr", the "Company" or
"Group")
Proposed Secondary Placing of
Existing Ordinary Shares in the Company
Elixirr International plc
(AIM:ELIX), an established, global award-winning, challenger
consultancy, announces that it has been
informed by certain Directors, PDMRs, Partners and Shareholders of
the Company of their intention to sell, in aggregate, up to £25
million of existing ordinary shares of 0.005 pence each
("Ordinary Shares") in the
capital of Company (the "Placing
Shares") at a price of 650 pence per Placing Share (the
"Placing") in order to
satisfy strong institutional demand.
Each of Stephen Newton (Chief
Executive Officer), Graham Busby (Chief Financial Officer), Gavin
Patterson (Non-Executive Chairman), Simon Retter (Non-Executive
Director), Ian Ferguson (Director) and Charlotte Stranner
(Non-Executive Director) (the "Selling Directors"), Brandon Bichler,
Eric Rich, Daniel Garsin and Dieter Halfar,
being PDMRs of the Company and other
Partners (together, the "Selling
Partners"), alongside certain other non-institutional
shareholders (together with the Selling Directors and Selling
Partners, the "Selling
Shareholders") intend to participate in the
Placing.
Following a series of meetings with
both new and existing institutional investors, it became apparent
that demand for the Ordinary Shares was in excess of those readily
available for sale. The Selling Directors and Selling Partners
recognise the strategic importance of a strong and supportive
institutional shareholder base, hence have decided to release a
portion of their own holdings in order to help satisfy this
demand.
Cavendish Capital Markets Limited
("Cavendish") is acting as
sole bookrunner ("Bookrunner") in relation to the
Placing.
The sale of the Placing Shares will
be effected by way of an accelerated bookbuild to institutional
investors which will be launched immediately following this
announcement (the "Bookbuild"). Cavendish will determine
the amount of Placing Shares each of the Selling Shareholders will
sell as part of the Placing.
A further announcement noting the
number of Placing Shares sold by and subsequent holdings of the
Selling Shareholders who are also Directors or PDMRs of the Company
will be made following completion of the Bookbuild.
The timing for the close of the
Bookbuild and the distribution of allocations will be at the
absolute discretion of Cavendish.
The Placing Shares represent,
assuming the maximum amount are placed, in aggregate approximately
8.0 per cent. of the existing issued share capital of the
Company.
Enquiries:
For enquiries, please refer to our
Investor Contacts page:
https://www.elixirr.com/investors/investor-contacts
Elixirr International
plc
+44 (0)20 7220 5410
Stephen Newton, Chief Executive
Officer
Graham Busby, Chief Financial
Officer
investor-relations@elixirr.com
Cavendish Capital Markets Ltd (Nominated Adviser & Joint
Broker) +44 (0)20 7220
0500
Stephen Keys, Callum Davidson
(Corporate Finance),
Sunila De
Silva (ECM)
Investec Bank plc (Joint
Broker)
+44 (0) 20 7597 4000
Carlton Nelson, Henry Reast
(Corporate Broking)
About Elixirr International plc
Elixirr is an award-winning global
consulting firm working with clients across a diverse range of
industries, markets and geographies.
Founded in 2009, the firm set out to
be the 'challenger consultancy' and do things differently than the
large corporate consultancies dominating the industry: working
openly and collaboratively with clients from start to finish,
delivering outcomes based on innovative thinking, not methodology,
and treating each client's business like their own. Elixirr has
been quoted on the AIM market of the London Stock Exchange since
2020. In addition to strong organic growth, Elixirr has acquired
seven boutique firms - Den Creative, Coast Digital, The Retearn
Group, iOLAP, Responsum, Insigniam and Hypothesis - to grow the
Group's capabilities, diversify the business, expand into new
geographies and access new clients.
Important Notice:
MEMBERS OF THE GENERAL PUBLIC ARE
NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND ANY
OFFER OF SECURITIES TO WHICH IT RELATES ARE ONLY ADDRESSED TO AND
DIRECTED AT (1) IN THE UNITED KINGDOM OR ANY MEMBER STATE OF THE
EUROPEAN ECONOMIC AREA, PERSONS WHO ARE QUALIFIED INVESTORS WITHIN
THE MEANING OF ARTICLE 2(e) OF EU REGULATION (EU) 2017/1129 AND ANY
RELEVANT IMPLEMENTING MEASURES (THE "PROSPECTUS REGULATION"); AND
(2) IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL
EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER"); OR
(II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER OR (III) ARE
PERSONS TO WHOM AN OFFER OF THE PLACING SHARES MAY OTHERWISE
LAWFULLY BE MADE (ALL SUCH PERSONS REFERRED TO IN (1) AND, (2)
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE INFORMATION
REGARDING THE PLACING SET OUT IN THIS ANNOUNCEMENT MUST NOT BE
ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT
RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED
IN ONLY WITH RELEVANT PERSONS.
This announcement and the
information contained herein is for information purposes only and
does not constitute or form part of any offer or an invitation to
acquire or dispose of securities in the United States, Canada,
Australia, South Africa or Japan or in any jurisdiction in which
such an offer or invitation is unlawful.
The Placing Shares have not been,
and will not be, registered under the US Securities Act of 1933, as
amended (the "Securities Act"), or under the securities laws of any
State or other jurisdiction of the United States, and, absent
registration, may not be offered or sold in the United States (as
defined in Regulation S under the Securities Act) except pursuant
to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and the securities
laws of any relevant State or other jurisdiction of the United
States. There will be no public offering of the Placing Shares in
the United States or elsewhere.
The Placing Shares have not been
approved or disapproved by the US Securities and Exchange
Commission, any state securities commission or other regulatory
authority in the United States, nor have any of the foregoing
authorities passed upon or endorsed the merits of the Placing or
the accuracy or adequacy of this announcement. Any representation
to the contrary is a criminal offence in the United
States.
No prospectus, admission document or
offering document has been or will be prepared in connection with
the Placing. Any investment decision to buy securities in the
Placing must be made solely on the basis of publicly available
information. Such information is not the responsibility of and has
not been independently verified by the Selling Shareholders,
Cavendish or any of their respective affiliates.
Neither this announcement nor any
copy of it may be taken, transmitted or distributed, directly or
indirectly, in or into or from the United States (including its
territories and possessions, any State of the United States and the
District of Columbia), Australia, Canada, the Republic of South
Africa or Japan. Any failure to comply with this restriction may
constitute a violation of US, Australian, Canadian, South African
or Japanese securities laws.
The distribution of this
announcement and the offering or sale of the Placing Shares in
certain jurisdictions may be restricted by law. No action has been
taken by the Selling Shareholders, Cavendish or any of their
respective affiliates that would, or which is intended to, permit a
public offer of the Placing Shares in any jurisdiction, or
possession or distribution of this announcement or any other
offering or publicity material relating to the Placing Shares, in
any jurisdiction where action for that purpose is required. Persons
into whose possession this announcement comes are required by the
Selling Shareholders and Cavendish to inform themselves about and
to observe any applicable restrictions.
No reliance may be placed, for any
purposes whatsoever, on the information contained in this
announcement or on its completeness and this announcement should
not be considered a recommendation by the Company, the Selling
Shareholders, Cavendish or any of their respective affiliates in
relation to any purchase of or subscription for securities of the
Company. No representation or warranty, express or implied, is
given by or on behalf of the Company, the Selling Shareholders,
Cavendish or any of their respective di
rectors, partners, officers,
employees, advisers or any other persons as to the accuracy,
fairness or sufficiency of the information or opinions contained in
this announcement and none of the information contained in this
announcement has been independently verified. Save in the
case of fraud, no liability is accepted for any errors, omissions
or inaccuracies in such information or opinions.
Cavendish, which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom,
is acting only for the Selling Shareholders in connection with the
Placing and will not be responsible to anyone other than the
Selling Shareholders for providing the protections offered to the
clients of Cavendish, nor for providing advice in relation to the
Placing or any matters referred to in this announcement, and apart
from the responsibilities and liabilities (if any) imposed on
Cavendish by the Financial Services and Markets Act 2000, any
liability therefore is expressly disclaimed. Any other person in
receipt of this announcement should seek their own independent
legal, investment and tax advice as they see fit.
References to time in this
announcement are to London time, unless otherwise stated. All times
and dates in this announcement may be subject to
amendment.
Certain statements in this
announcement are, or may be deemed to be, forward-looking
statements. By their nature, forward-looking statements involve a
number of risks, uncertainties and assumptions that could cause
actual results or events to differ materially from those expressed
or implied by the forward-looking statements. These risks,
uncertainties and assumptions could adversely affect the outcome
and financial consequences of the plans and events described
herein. No one undertakes any obligation to publicly update or
revise any forward-looking statement, whether as a result of new
information, future events or otherwise. Readers should not place
any undue reliance on forward-looking statements which speak only
as of the date of this announcement. Statements contained in this
announcement regarding past trends or events should not be taken as
representation that such trends or events will continue in the
future.
Neither the content of the Company's
website nor any website accessible by hyperlinks on the Company's
website is incorporated in, or forms part of, this
announcement.
Information to
Distributors
Solely for the purposes of the
product governance requirements contained within: (a) EU Directive
2014/65/EU on markets in financial instruments, as amended ("MiFID
II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU)
2017/593 supplementing MiFID II; and (c) local implementing
measures (together, the "MiFID II Product Governance
Requirements"), and disclaiming all and any liability, whether
arising in tort, contract or otherwise, which any "manufacturer"
(for the purposes of the MiFID II Product Governance Requirements)
may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process, which has determined
that the Placing Shares are: (i) compatible with an end target
market of (a) retail investors, (b) investors who meet the criteria
of professional clients and (c) eligible counterparties, each as
defined in MiFID II; and (ii) eligible for distribution through all
distribution channels as are permitted by MiFID II (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment;
the Placing Shares offer no guaranteed income and no capital
protection; and an investment in the Placing Shares is compatible
only with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Placing. Furthermore, it is noted that,
notwithstanding the Target Market Assessment, Cavendish will only
procure investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the
Target Market Assessment does not constitute: (a) an assessment of
suitability or appropriateness for the purposes of MiFID II; or (b)
a recommendation to any investor or group of investors to invest
in, or purchase, or take any other action whatsoever with respect
to the Placing Shares.
Each distributor is responsible for
undertaking its own target market assessment in respect of the
Placing Shares and determining appropriate distribution
channels.