£7.7 million Placing
18 June 2021
THIS ANNOUNCEMENT, INCLUDING THE APPENDIX, AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
This announcement is released by VR Education Holdings plc and contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 ("EU MAR") and 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 ("UK MAR"), and is disclosed in accordance with the company's obligations under Article 17 of EU MAR and Article 17 of UK MAR.
VR Education, the virtual reality technology company focused on
becoming a leading global provider of virtual communications
solutions through ENGAGE, is pleased to announce the successful
completion of an oversubscribed placing of new Ordinary Shares (the
"Placing").
A total of 48,350,191 new Ordinary Shares of €0.001 each in the
capital of the Company (the "Ordinary Shares") (the "Placing
Shares") have been placed by J&E Davy ("Davy") and Shard Capital
Partners LLP ("Shard") at a price of 16 pence per Placing Share (the
"Placing Price"), raising gross proceeds of approximately £7.7
million or €9.0 million (before expenses). The Placing Shares
represent 20% of the Company's issued ordinary share capital prior
to the Placing.
The Placing Shares will, when issued, be credited as fully paid and
will rank pari passu in all respects with the existing Ordinary
Shares, including the right to receive all dividends and other
distributions declared, made or paid in respect of the Ordinary
Shares after the date of issue.
Applications have been made to Euronext Dublin and to the London
Stock Exchange for the Placing Shares to be admitted to trading on
Euronext Growth and AIM respectively ("Admission"). It is expected
that settlement of the Placing Shares will occur, Admission will
become effective and that dealings will commence in the Placing
Shares at 8.00 a.m. on 22 June 2021. The Placing is conditional,
among other things, upon Admission becoming effective and the
placing agreement between the Company, Davy and Shard (the "Placing
Agreement") not being terminated in accordance with its terms.
Following Admission, the total number of shares in issue in the
Company will be 290,101,146. The Company does not hold any
Ordinary Shares as treasury shares.
Octopus Investment Limited is considered to be a related party of the
Company for the purposes of the AIM Rules and the Euronext Growth
Rules by virtue of its status as a substantial shareholder of the
Company. Octopus Investment Limited has agreed to subscribe for
18,750,000 Placing Shares as part of the Placing.
The Directors, having consulted with Cairn Financial Advisers LLP and
Davy, the Company's nominated adviser and Euronext Growth Advisor
respectively, consider that the terms of the participation in the
Placing by Octopus Investment Limited is fair and reasonable insofar
as the shareholders of the Company are concerned.
Davy and Shard are acting as Joint Bookrunners (the "Joint
Bookrunners") in respect of the Placing.
The person responsible for arranging release of this Announcement on
behalf of VR Education is Séamus Larrissey.
This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section of this Announcement.
For further information on the Announcement, please
contact:
VR Education Holdings
plc:
+353 87
665 6708
David Whelan,
CEO
contact@vreducationholdings.com
Séamus Larrissey, CFO
Sandra Whelan, COO
Davy (Joint Broker & Euronext Growth Adviser)
+353 1 679 6363
Fergal Meegan / Barry Murphy
Shard Capital Partners LLP (Joint Broker)
+44 (0) 20 7186 9952
Damon Heath / Erik Woolgar
Cairn Financial Advisers LLP (Nominated
Adviser)
(0) 20 7213 0880
James Caithie / Liam Murray / Ludovico Lazzaretti
Important Notice
This Announcement and the information contained herein is restricted
and is not for release, publication or distribution, directly or
indirectly, in whole or in part, in, into or from the United States
(including its territories and possessions, any state of the United
States and the District of Columbia, collectively the "United
States"), Australia, Canada, Japan, South Africa or any other state
or jurisdiction in which the same would be restricted, unlawful or
unauthorised, in each case except pursuant to an available exemption
from applicable securities laws (each, a "Restricted
Territory").
This Announcement is for information purposes only and does not
constitute an offer to buy, sell, issue, acquire or subscribe for,
or the solicitation of an offer to buy, sell, issue, acquire or
subscribe for shares in the capital of the Company in any Restricted
Territory or to any person to whom it is unlawful to make such offer
or solicitation. Any failure to comply with these restrictions may
constitute a violation of the securities laws of such jurisdictions.
No public offer of the shares referred to in this Announcement is
being made in Ireland, the United Kingdom, any Restricted Territory
or elsewhere.
This Announcement has been issued by and is the sole responsibility
of the Company. Neither of the Joint Bookrunners, nor any of their
respective affiliates accept any responsibility whatsoever for the
contents of the information contained in this Announcement or for
any other statement made or purported to be made by or on behalf of
the Joint Bookrunners or any of their respective affiliates in
connection with the Company, the Placing Shares or the Placing. The
Joint Bookrunners and each of their respective affiliates
accordingly disclaim all and any liability, whether arising in tort,
contract or otherwise in respect of any statements or other
information contained in this Announcement and no representation or
warranty, express or implied, is made by the Joint Bookrunners or
any of their respective affiliates as to the accuracy, completeness
or sufficiency of the information contained in this
Announcement.
Subject to certain exemptions, the securities referred to herein may
not be offered or sold in any Restricted Territory or for the
account or benefit of any national resident or citizen of any
Restricted Territory. The Placing Shares have not been and will not
be registered under the United States Securities Act of 1933, as
amended ("Securities Act"), or under the securities laws of, or with
any securities regulatory authority of, any state or other
jurisdiction of the United States, and may not be offered, sold or
transferred, directly or indirectly, in or into the United States
absent registration under the Securities Act or pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and in compliance with any
applicable securities laws of any state or other jurisdiction of the
United States. Any offering of the Placing Shares to be made (i) in
the United States will be made only to a limited number of
"qualified institutional buyers" ("QIBs") within the meaning of Rule
144A under the Securities Act ("Rule 144A") in accordance with Rule
144A or pursuant to an exemption from the registration requirements
of the Securities Act in a transaction not involving any "public
offering" and (ii) outside the United States in offshore
transactions within the meaning of, and in reliance on, Regulation S
under the Securities Act ("Regulation S").
Davy, which is regulated in Ireland by the Central Bank of Ireland is
acting as a Joint Bookrunner for the Company and no-one else in
connection with the Placing and is not, and will not be, responsible
to anyone other than the Company for providing the protections
afforded to its clients, nor for providing advice in relation to the
Placing and/or any other matter referred to in this
Announcement.
Shard, which is authorised and regulated by the Financial Conduct
Authority, is acting as a Joint Bookrunner for the Company and for
no-one else in connection with the Placing referred to in this
Announcement and is not, and will not be, responsible to anyone
other than the Company for providing the protections afforded to its
clients, nor for providing advice in relation to the Placing and/or
any other matter referred to in this Announcement.
The distribution of this Announcement and the offering of the Placing
Shares in certain jurisdictions may be restricted by law. No action
has been taken by the Company or the Joint Bookrunners that would
permit an offering of such shares or possession or distribution of
this Announcement or any other offering or publicity material
relating to such shares in any jurisdiction where action for that
purpose is required. Persons into whose possession this Announcement
comes are required by the Company and the Joint Bookrunners to
inform themselves about, and to observe, such restrictions. The
information in this Announcement may not be forwarded or distributed
to any other person and may not be reproduced in any manner
whatsoever. Any forwarding, distribution, reproduction, or
disclosure of this information in whole or in part is unauthorised.
Failure to comply with this directive may result in a violation of
the Securities Act or the applicable laws of other
jurisdictions.
This Announcement contains (or may contain) certain forward-looking
statements with respect to certain of the Company's current
expectations and projections about future events and the Company's
future financial condition and performance. These statements, which
sometimes use words such as "aim", "anticipate", "believe", "may",
"will", "should", "intend", "plan", "assume", "estimate", "expect"
(or the negative thereof) and words of similar meaning, reflect the
directors' current beliefs and expectations and involve known and
unknown risks, uncertainties and assumptions, many of which are
outside the Company's control and difficult to predict, that could
cause actual results and performance to differ materially from any
expected future results or performance expressed or implied by the
forward-looking statement. Statements contained in this Announcement
regarding past trends or activities should not be taken as a
representation that such trends or activities will continue in the
future. The information contained in this Announcement speaks only
as of the date of this Announcement and is subject to change without
notice and the Company does not assume any responsibility or
obligation to, and does not intend to, update or revise publicly or
review any of the information contained herein, whether as a result
of new information, future events or otherwise, except to the extent
required by the Euronext Growth Rules for Companies, the AIM Rules
for Companies, the London Stock Exchange, Euronext Dublin, the
Central Bank of Ireland or by applicable law. No statement in this
Announcement is or is intended to be a profit forecast or profit
estimate or to imply that the earnings of the Company for the
current or future financial years will necessarily match or exceed
the historical or published earnings of the Company.
The Placing has not been approved and will not be approved or
disapproved by the U.S. Securities and Exchange Commission, any
state securities commission or any 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
unlawful.
The most recent Annual and Interim Reports and other information are available on the VR Education website at https://engagevr.io/investors/. 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.