Allen & Overy advises on Videndum’s £125.1 million capital raise

The Capital Raise is structured as a firm placing and placing and open offer; £75m is being raised through a firm placing of new shares to institutional investors, and £50 million through a conditional placing and open offer tranche. Certain directors and senior managers of the Company have also agreed to subscribe for new shares directly.

The Capital Raise is intended to reduce Videndum’s leverage and provide it with a balanced capital structure to enable the delivery of its strategy and to generate future shareholder value.

The offer price was set at 267 pence per new ordinary share, which represented a discount of 3.3% of the closing price of the Company’s shares as on 20 November 2023. The Capital Raise was met with considerable enthusiasm by investors, which is reflected in the minimal level of discount offered; with the share price rallying and trading at around 330 pence per share the day after the announcement of the Capital Raise.

The Capital Raise was conditional on shareholder approval being received at a general meeting which took place on 7 December 2023.

The A&O team advising on the transaction was led by London corporate ECM partner James Roe and associates Philip Whitehead and Adithyan Sreekumar, with support from trainee Sayeem Uddin. US securities law advice was provided by partner Jeff Hendrickson and senior associate Carolyn Slauson Ali. Also assisting with the verification and diligence were Ciáran Seoighe, Gemma Boyle and Charlotte McGuinness from A&O’s Belfast Advanced Delivery Legal team.

James Roe commented: “We are delighted to have advised Rothschild & Co and the joint global co-ordinators on this important transaction for Videndum, which demonstrates the resilience and attractiveness of the UK equity capital markets for small-cap issuers, despite the challenging market conditions and the tight timetable. The transaction also highlights some of the potential reforms to the UK Listing Regime that could make capital raising more efficient and flexible for issuers and investors in the future.”

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