Imaginatik PLC Placing and Open Offer to raise up to £1.9 million (6951H)

TIDMIMTK

RNS Number : 6951H

Imaginatik PLC

09 June 2017

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND, NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN IMAGINATIK PLC OR ANY OTHER ENTITY IN ANY JURISDICTION.

Imaginatik plc

("Imaginatik", the "Company" or together with its subsidiaries the "Group")

Placing and Open Offer to raise up to GBP1.9 million

Posting of Circular and Notice of General Meeting

PDMR Dealing

Imaginatik plc (AIM: IMTK.L), the innovation company, is pleased to announce that, following the announcement made earlier today, the Company has raised a total of GBP1.4 million (before expenses) by means of a conditional Placing with new and existing investors, of 68,731,445 new ordinary shares of 1 penny each ("Placing Shares") at a price of 2 pence per share (the "Placing Price").

Key highlights

-- Proposed Placing to raise GBP1.4 million through the issue of 68,731,445 Placing Shares to existing and new investors, at 2 pence per Placing Share

-- The Placing Price represents a discount of 5.9 per cent. to the Closing Price on 8 June 2017, being the last trading date prior to announcement of the proposed Placing

-- The net proceeds of the Placing will be used to invest in sales and marketing, development of partnership channels and to support further investment in technology

Open Offer

The Company also confirms that Qualifying Shareholders will be given the opportunity to subscribe for New Ordinary Shares through an open offer to raise up to approximately GBP0.5 million, on the basis of 1 open offer share for every 6 shares held, at the Placing Price ("Open Offer").

General Meeting

The proposed Placing and Open Offer (together the "Fundraising") is subject to the passing of certain resolutions at the general meeting of the Company (the "General Meeting"). A circular containing a notice of the meeting is expected to be posted to Shareholders shortly. The circular, extracts of which are set out below, will set out the reasons for, and provide further information on, the Fundraising, to explain why the Board considers the Fundraising to be in the best interests of the Company and its Shareholders as a whole and why the Directors unanimously recommend that Shareholders vote in favour of the Resolutions. The General Meeting, is being convened for 5 p.m. on 26 June 2017 at the offices of the Company's solicitors, Marriott Harrison LLP, at 11 Staple Inn, London WC1V 7QH .

Assuming all resolutions are approved, trading in the 68,731,445 Placing Shares is expected to commence on 28 June 2017.

The expected timetable for the Fundraising is set out below.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 
 Record Date for the Open                6.00 p.m. on 8 June 
  Offer                                                 2017 
 Announcement of the Fundraising                 9 June 2017 
 Application Forms and Circular                  9 June 2017 
  posted to Qualifying Shareholders 
 Ex entitlement date for                8.00 a.m. on 12 June 
  the Open Offer                                        2017 
 Entitlements credited to                       13 June 2017 
  accounts of Qualifying CREST 
  Shareholders 
 Latest time and date for               5.00 p.m. on 22 June 
  receipt of Forms of Proxy                             2017 
  for use at the General Meeting 
 Recommended latest time                4.30 p.m. on 23 June 
  for requesting withdrawal                             2017 
  of Open Offer Entitlements 
  and from CREST 
 General Meeting                        5.00 p.m. on 26 June 
                                                        2017 
 Latest time for depositing             3.00 p.m. on 27 June 
  Open Offer Entitlements                               2017 
  in CREST 
 Placing Admission effective          8.00 a.m. 28 June 2017 
  and trading expected to 
  commence in the Placing 
  Shares 
 CREST members' accounts                 as soon as possible 
  credited in respect of Placing                       after 
  Shares in uncertificated              8.00 a.m. on 28 June 
  form                                                  2017 
 Latest time and date for               3.00 p.m. on 28 June 
  splitting of Application                              2017 
  Forms (to satisfy bona fide 
  market claims only) 
 Latest time and date for              11.00 a.m. on 30 June 
  receipt of completed Application                      2017 
  Forms, and payment in full 
  under the Open Offer and 
  settlement of relevant CREST 
  instructions (as appropriate) 
 Share certificates in respect                   3 July 2017 
  of Placing Shares expected 
  to be dispatched by no later 
  than 
 Result of Open Offer announced               by 3 July 2017 
 Open Offer Admission effective        8.00 a.m. 4 July 2017 
  and trading expected to 
  commence in the Accepted 
  Offer Shares 
 CREST members' accounts                 as soon as possible 
  credited in respect of Accepted                      after 
  Offer Shares in uncertificated         8.00 a.m. on 4 July 
  form                                                  2017 
 Share certificates in respect 
  of Accepted Offer Shares                      13 July 2017 
  expected to be dispatched 
  by no later than 
 

The times and dates set out in the expected timetable of principal events above and mentioned throughout this document and in the Application Form may be adjusted by the Company, in which event the details will be notified to the London Stock Exchange and, where appropriate, to Shareholders

 
 PLACING AND OPEN OFFER STATISTICS 
 Offer Price and Placing Price                       2p 
 Number of Existing Ordinary Shares 
  in issue at the date of this 
  document                                  151,828,597 
 Number of Offer Shares available 
  under the Open Offer                       25,304,766 
 Number of Placing Shares                    68,731,445 
 Number of New Ordinary Shares*              94,036,211 
 Estimated gross proceeds of the           GBP1,374,629 
  Placing * 
 Estimated gross proceeds of the             GBP506,095 
  Open Offer* 
 Enlarged Share Capital on Admission*       245,864,808 
 Percentage of the Enlarged Issued 
  Share Capital represented by 
  the New Ordinary Shares*                          38% 
 Market capitalisation of the            GBP4.9 million 
  Company on Offer Admission at 
  the Offer Price* 
 
 * assuming that the Placing completes and there 
  is maximum take up under the Open Offer. 
 

Other details of the Placing and Open Offer

The record date for entitlement under the Open Offer is the close of business on 8 June 2017 and the ex-entitlement date of the Open Offer is 12 June 2017. The latest time and date for receipt of completed application forms and payment in full under the Open Offer and settlement of relevant CREST instructions (as appropriate) is 11 a.m. on 30 June 2017.

The Open Offer Shares have not been placed subject to clawback nor have they been underwritten. Consequently, there may be less than GBP0.5m raised under the Open Offer.

Directors' Participation and Related Party Transaction

Certain Directors' have subscribed for Placing Shares at the Placing Price as per the table below (the "Directors' Participation"):

 
    Director            As at the date of              Immediately following 
                          this document                  Placing Admission 
---------------  ------------------------------  -------------------------------- 
                  Number         Percentage       Number of        Percentage 
                   of Ordinary    of Existing      Ordinary         of Share 
                   Shares         Issued            Shares      Capital Following 
                                  Share Capital                 Placing Admission 
---------------  -------------  ---------------  -----------  ------------------- 
 Matthew 
  Cooper            42,929,476           28.27%   52,929,476               24.00% 
---------------  -------------  ---------------  -----------  ------------------- 
 Shawn Taylor          551,852            0.36%      851,852                0.39% 
---------------  -------------  ---------------  -----------  ------------------- 
 Ralph Welborn         340,000            0.22%      922,163                0.42% 
---------------  -------------  ---------------  -----------  ------------------- 
 Simon Charles       2,703,182            1.78%    2,703,182                1.23% 
---------------  -------------  ---------------  -----------  ------------------- 
 

The subscription by the Directors constitutes a related party transaction for the purposes of AIM Rule 13.

Simon Charles is considered to be an independent director for purposes of AIM Rule 13 ("Independent Director"). As such, the Independent Director, having consulted with the Company's nominated adviser, considers the Directors' Participation to be fair and reasonable insofar as the Company's shareholders are concerned.

Simon Charles has indicated that he will take up 100% of his entitlement under the Open Offer.

EIS / VCT

The Directors believe that the Placing Shares and Open Offer Shares should be eligible (subject to the circumstances of investors) for tax reliefs under the Enterprise Investment Scheme ("EIS") and for investment by Venture Capital Trusts ("VCT"). The Company has obtained advance assurance from Her Majesty's Revenue and Customs that shares in the Company represent a qualifying investment for a VCT and qualify for EIS tax reliefs. The Directors are not aware of any change in the qualifying conditions or the Company's circumstances that would prevent the Placing Shares and Open Offer Shares from being eligible VCT and EIS investments on this occasion.

Matt Cooper, Chairman, said:

"We have been delighted by the continued support shown by our investors. The proceeds will allow us to further grow the Company by investing in both our technology platform and our people."

Unless otherwise defined, all capitalised terms in this announcement are defined at the end of this announcement.

Additional information relating to the Placing is contained below in this announcement.

For further information please contact:

 
 Imaginatik plc                       Tel: 01329 
                                       243 243 
 Matt Cooper Non-Executive Chairman 
  Ralph Welborn, CEO 
  Shawn Taylor, CFO 
 
  finnCap Ltd                          Tel: [phone] 
                                        0500 
 Jonny Franklin-Adams/Giles Rolls, 
  corporate finance 
  Camille Gochez, corporate broking 
 
  Alma PR                              Tel: [phone] 
                                        4218 
 Hilary Buchanan 
 Robyn Fisher 
 

About Imaginatik

Imaginatik provides a range of innovation solutions comprised of consultancy, enterprise software and program management to deliver innovation results to companies such as Exxon Mobil, Altria, Shell, Goodyear, the Yorkshire Building Society, Caterpillar, AECOM, Novartis and Cargill. Few companies possess the internal capability to consistently generate fresh ideas, identify those worth pursuing and reliably transform them into real, value-enhancing assets. Imaginatik's mission is to help these companies build sustainable innovation competencies. In 2016 Forrester Research found that "Imaginatik has the most comprehensive innovation management solution," providing excellent industry recognition of Imaginatik's full-service innovation offering, combining both technology and consultancy services.

Imaginatik is a public company whose shares are traded on the AIM market of the London Stock Exchange (LSE: IMTK.L) with offices in Boston, MA, and Fareham, UK. For more information visit www.imaginatik.com.

Details of the Open Offer

The Company hereby invites Qualifying Shareholders to apply, on and subject to the terms and conditions set out herein and in the Application Form, and subject to the Articles of Association of the Company, for Offer Shares at the Offer Price, free from all expenses, payable in full on application. The mid-market price for an Existing Ordinary Share, as derived from the AIM Appendix to the Daily Official List of the London Stock Exchange for 8 June 2017 (being the last practicable date before the announcement of the Proposals) was 2.125 pence. Subject to fulfilment of the conditions set out below and in the Application Form, Qualifying Shareholders are being given the opportunity to subscribe for Offer Shares at the Offer Price payable in full on application and free of all expenses, pro rata to their existing shareholdings, on the basis of:

1 Offer Share for every 6 Existing Ordinary Shares

held at the Record Date and so on in proportion for any greater number of Existing Ordinary Shares then held.

Entitlements of Qualifying Shareholders will be rounded down to the nearest whole number of Offer Shares. Qualifying Shareholders may apply for less than their full Open Offer Entitlement if they wish to do so, but may not apply for more than their full Open Offer Entitlement. Fractional entitlements which would have otherwise arisen will not be issued. Any monies paid in excess of the amount due in respect of an application (providing the excess amount exceeds GBP3.00) will be returned to the applicant (at the applicant's risk and without interest) within 14 days by way of cheque. The procedure for application in relation to the Open Offer will be detailed in the Circular posted to Shareholders today.

Holdings of Existing Ordinary Shares in certificated and uncertificated form will be treated as separate holdings for the purposes of calculating Open Offer Entitlements, as will holdings under different designations and different accounts.

The Accepted Offer Shares will, when issued and fully paid, rank pari passu in all respects with and will carry the same voting and dividend rights as, the Existing Ordinary Shares. The Open Offer is conditional, inter alia, on the Placing Agreement becoming or being declared unconditional in all respects and not being terminated before Offer Admission. It is expected that the Placing Admission will become effective and that dealings will commence on 28 June 2017 and the Offer Admission will become effective and that dealings will commence on 4 July 2017. One of the conditions to the Placing Agreement is the Placing Admission occurring no later than 8.00 a.m. on 28 June 2017 or such later time and/or date as the Company and finnCap may agree, being not later than 8.00 a.m. on 18 July 2017. If such conditions are not fulfilled, application monies are expected to be returned without interest by crossed cheque in favour of the applicant(s) (at the applicant's risk) by post as soon as practicable after that date. Any interest earned on the application monies will be retained for the benefit of the Company.

The Open Offer is not a rights issue. Qualifying Shareholders should note that the Application Form is not a negotiable document and cannot be traded. Qualifying Shareholders should also be aware that in the Open Offer, unlike in a rights issue, any Offer Shares not applied for will not be sold in the market or placed for the benefit of Qualifying Shareholders who do not apply under the Open Offer.

Completed Application Forms, accompanied by full payment, should be returned by post or by hand (during normal business hours only) to Neville Registrars Limited, Neville House, 18 Laurel Lane, Halesowen, West Midlands B63 3DA so as to arrive as soon as possible and in any event so as to be received no later than 11.00 a.m. on 30 June 2017.

Cheques should be made payable to "Neville Registrars Limited re Clients Account" and crossed "A/C Payee Only". Third party cheques will not be accepted with the exception of building society cheques or bankers' drafts where the building society or bank has endorsed the back of the draft by adding the Shareholder's details and the branch stamp.

The Offer Shares will represent 10.3 per cent. of the Enlarged Issued Share Capital, assuming full subscription under the Open Offer and the Placing. The Placing and the Offer are not inter-conditional.

Further terms of the Open Offer will be detailed in the Circular sent to Shareholders today.

Use of Proceeds

The aggregated gross proceeds of the Fundraising are expected to be approximately GBP1.9million (assuming maximum take up under the Open Offer). A proportion of the net proceeds will be invested in sales and marketing for the Company's partnership channels. The Company has been developing its partnership channels providing the technology platform and consultancy services to both the partner and to the partner's customer base as part of a jointly developed innovation offering. For this the Company receives subscription revenues and consulting fees and will also be entitled to receive success-based fees based on the total contract value of the joint offering. The Company will also use the proceeds to invest in both new and existing technology. The focus on existing technology will be to: improve reporting; mobile enablement; and user experience. Spend on new product development will be primarily focussed on further enhancing the analytical tools. The balance of the net proceeds will provide additional working capital to help reduce the seasonality in the sales pipeline and protect strategic options as the market evolves. The Directors believe that the Open Offer is the most equitable and efficient method to allow as many Shareholders to participate in the Company's future as possible.

Current Status

The Company is one of the leading global providers of innovation technology, consulting and advisory services. The Directors believe that it is clear that those companies that have innovation as part of their corporate DNA give themselves the opportunity to thrive in the business world whilst those companies that are less innovative find it increasingly difficult to compete and to thrive. That message is now being heard and understood.

The management of the Company believe that there is a significant opportunity that is ready to be seized, with the innovation market expanding, a growing spend on innovation and new buyers entering the market. Management believe these buyers are now more senior than previously seen, with access to larger budgets. These are senior people who recognise that having an embedded innovation competence within their organisations is critical to corporate success; however the great majority are still unclear on what they need to do in order to and instil an innovation capability. This is our opportunity.

Over the last few years the Company has continued to refine its suite of offerings in order to better address the market it serves. The Company has three main offerings;

   a)            Innovation strategy advisory 

This involves advisory consulting to help senior executives build and develop their corporate innovation programs, such programs of work typically last one to three months.

   b)            Innovation capability building 

This type of consulting is more operational in nature involving the Company providing workshops, training, facilitation and innovation management services in support of a client's ongoing program. These activities are frequently project based with delivery taking place over a few months, but may also be embedded within annual contracts sitting alongside a technology purchase.

   c)            Innovation software platform 

The Company provides an enterprise innovation software platform that enables large global organisations to scale innovation practices across the enterprise in a repeatable way. This is usually deployed as annual or multi-year software as a service ("SaaS") contracts.

The Company is the market leader in the space, offering the most complete innovation solution. In 2016 it was described by a leading independent technology and market research company as having the "most comprehensive innovation management solution". The report also ranked Imaginatik above all other market competitors in terms of its current suite of offerings as well as its strategy.

Client Base

In the last year the Company has added a further 15 clients to the list, with 11 in the US and 4 in Europe. The new additions in the US include two global healthcare companies, one of the world's largest human resource consulting firms, and several US based global financial services companies. Those in Europe include a multi-national pharmaceutical company as well as a new oil and gas research organisation.

Recent Company Developments

In the last year the Company has invested in a number of new personnel, mostly in the US, spanning both technology development and software sales. The Company appointed David Boghossian as General Manager, Software in November 2016. David is based in Boston and has a remit to be the interface between our technology and sales activities, as well as assisting all of the sales team with their sales pursuits. David is a Harvard graduate with over 25 years' experience in running technology businesses. The Company also appointed Kai Chuang as its Boston based Chief Technology Officer. Kai has more than 20 years' experience in creating digital technology solutions and has previously worked at Accenture and Google.

The Company has progressed its technology roadmap with a future focus to be on further enhancing the analytic tools for use within the innovation central technology platform as well as a series a series of playbooks to enable clients to make better use of the technology.

The Company has spent a great deal of time in the second half of the financial year developing a series of partnerships with re-sellers of the Company's technology and associated consulting services.

Financial Review

The following is based on the unaudited accounts of the Company for the year ended 31 March 2017 and the trading update issued to the market on 25 April 2017.

The Company had an improved year of trading with results broadly in line with market expectations, with annual losses falling to cGBP0.55m on recognised revenues of approximately GBP3.9m (2016:GBP3.9m). The Company reports that it had 15 new client wins in the period, with 11 occurring in the second half of the financial year as sales momentum started to build. Customer churn was higher in the current year than had been seen in the past, with 76% of available renewals by value being converted. More recently this renewal rate was far higher at approximately 90%. The higher churn in the year to 31 March 2017 was the result of the loss of two clients in the main, the first loss was the result of the client being acquired, an event that resulted in the loss of the entire innovation team. The second client underwent cost reductions resulting in the loss of their innovation programme.

The Board is encouraged by the development of the sales pipeline, which has grown significantly in the second half of the financial year as opportunities arising from the growing market for our technology and services as well as the newly developed partnership channels is starting to become more evident.

Outlook

The Company will look to add further US based sales and consulting resources to take full advantage of the sales opportunities afforded by the developing partnerships and growing innovation market as a whole. The Company also intends to maintain its focus on adding to its existing technology products and consulting deliverables in order to grow its client base and maintain its leading position in the market.

DEFINITIONS

The following definitions apply throughout this document unless the context otherwise requires:

"Accepted Offer Shares" the Offer Shares in respect of which valid applications are received;

"Act" the Companies Act 2006, as amended;

"Admission" Offer Admission and Placing Admission;

"AIM" the market of that name operated by the London Stock Exchange;

"AIM Rules" the AIM Rules for Companies published by the London Stock Exchange (as updated from time to time) governing the admission to and the operation of AIM;

"Application Form" the application form to be used by Qualifying Shareholders in connection with the Open Offer;

"Australia" the Commonwealth of Australia, its states, territories and Possessions;

"Broker Placing Shares" the 50,450,325 New Ordinary Shares which are to be subscribed for under the Placing;

"Canada" Canada, its provinces, territories and all areas subject to its jurisdiction and any political sub-division thereof;

"certificated form"

"in certificated form" an ordinary share recorded on a company's share register as being held in certificated form (namely, not in CREST);

   "Company" or "Imaginatik"                                      Imaginatik plc; 

"Company Placing Shares" the 18,281,120 New Ordinary Shares which are subscribed for by certain investors directly with the Company;

"CREST" the relevant system (as defined in the Uncertificated Securities Regulations 2001) in respect of which Euroclear UK & Ireland Limited is the operator (as defined in those regulations);

"Directors" or "Board" the directors of the Company or any duly authorised committee thereof;

"Enlarged Issued Share Capital" the issued ordinary share capital of the Company immediately following Offer Admission;

"Excluded Jurisdiction" the United States, Australia, Canada, Japan, the Republic of South Africa, New Zealand and any other jurisdiction where the extension or availability of the Open Offer would breach any applicable law;

"Existing Ordinary Shares" the 151,828,597 Ordinary Shares in issue at the date of this document, all of which are admitted to trading on AIM;

"Euroclear" Euroclear UK & Ireland Limited, the operator of CREST (formerly known as CRESTCo Limited);

"finnCap" means finnCap Ltd, the Company's nominated adviser and broker;

"FPO" the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (S.I. 2005/1529);

"Form of Proxy" the form of proxy accompanying this document for use at the General Meeting;

"FCA" the Financial Conduct Authority of the UK in its capacity as the competent authority for the purposes of FSMA;

"FSMA" the Financial Services and Markets Act 2000;

"General Meeting" the general meeting of the Company to be held at the offices of the Company's solicitors, Marriott Harrison LLP, at 11 Staple Inn, London WC1V 7QH on 26 June 2017 at 5.00 p.m. and notice of which is set out at the end of this document;

"Group" the Company and its existing subsidiaries, Imaginatik Inc. and Imaginatik (Goswell) Limited;

"Issue" the Placing and the Open Offer;

"Japan" Japan, its cities and prefectures, territories and possessions;

   "London Stock Exchange"                                           London Stock Exchange plc; 

"Money Laundering Regulations" the Money Laundering Regulations 1993, as amended, and the Money Laundering Regulations 2007;

"Neville Registrars" the Company's registrars, Neville Registrars Limited of Neville House, 18 Laurel Lane, Halesowen, West Midlands, B63 3DA;

"New Ordinary Shares" the Placing Shares and the Accepted Offer Shares;

"Notice of General Meeting" the notice of the General Meeting set out at the end of this document;

"Offer Admission" admission of the Offer Shares to trading on AIM becoming effective in accordance with the AIM Rules;

"Offer Price" 2 pence per Offer Share;

"Offer Shares" the 25,304,766 Ordinary Shares which are to be made available for subscription by Qualifying Shareholders under the Open Offer;

"Official List" the Official List of the UKLA;

"Open Offer" the conditional offer to Qualifying Shareholders to subscribe for the Offer Shares at the Offer Price, as described in this document;

"Open Offer Entitlements" entitlements to subscribe for Offer Shares, allocated to a Qualifying Shareholder pursuant to the Open Offer;

"Ordinary Shares" ordinary shares of 1 pence each in the capital of the Company;

"Overseas Shareholders" Shareholders resident in, or citizens of, jurisdictions outside the United Kingdom;

"Placing" the conditional placing by finnCap of the Broker Placing Shares with investors pursuant to the Placing Agreement and, where the content permits, the conditional placing by the Company or the Company Placing Shares which are being subscribed for by certain Directors and members of the management team;

"Placing Admission" admission of the Placing Shares to trading on AIM becoming effective in accordance with the AIM Rules;

"Placing Agreement" the agreement dated 9 June 2017 between the Company and finnCap

"Placing Price" 2 pence per Placing Share;

"Placing Shares" the 68,731,445 Ordinary Shares being the aggregate of the Broker Placing Shares and the Company Placing Shares;

"Proposals" the proposals set out in this document including the Placing and Open Offer;

"Prospectus Rules" the Prospectus Rules made in accordance with EU Prospectus Directive 2003/7l/EC in relation to offers of securities to the public and admission of securities to trading on a regulated market;

"Qualifying Shareholders" holders of Existing Ordinary Shares at the Record Date;

"Qualifying Certificated

Shareholders" holders of Existing Ordinary Shares held in certificated form at the Record Date;

"Qualifying CREST Shareholders" holders of Existing Ordinary Shares held in CREST at the Record Date;

"Record Date" the record date for the Open Offer being 6.00 p.m. on 8 June 2017;

"Relevant Persons" persons (i) who are investment professionals within Article 19(1) of the FPO; or (ii) who are persons falling within Article 49(1) of the FPO; or (iii) with whom it may otherwise be lawful for the Company to communicate in respect of the Placing and are persons who fall within section 86(7) of FSMA;

"Resolutions" the resolutions set out in the Notice of General Meeting;

"Securities Act" the United States Securities Act of 1933, as amended;

"Shareholders" holders of Ordinary Shares;

"UKLA" the United Kingdom Listing Authority, being the FCA acting in its capacity as the competent authority for the purposes of Part VI of FSMA;

"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland;

"United States" or "US" the United States of America, each State thereof, its territories and possessions (including the District of Columbia) and all other areas subject to its jurisdiction; and

"uncertificated" an ordinary share recorded on a company's share register as being held in uncertificated form in CREST and title to which, by virtue of the Uncertificated Securities Regulations 2001, may be transferred by means of CREST.

 
 1.   Details of the person discharging managerial 
       responsibilities / person closely associated 
---  ---------------------------------------------------------- 
 a)   Name                             Matt Cooper 
---  -------------------------------  ------------------------- 
 2.   Reason for the Notification 
---  ---------------------------------------------------------- 
 a)   Position/status                  Director / PDMR 
---  -------------------------------  ------------------------- 
 b)   Initial notification/Amendment    Initial notification 
---  -------------------------------  ------------------------- 
 3.   Details of the issuer, emission allowance 
       market participant, auction platform, 
       auctioneer or auction monitor 
---  ---------------------------------------------------------- 
 a)   Name                             Imaginatik plc 
---  -------------------------------  ------------------------- 
 b)   LEI                              n/a 
---  -------------------------------  ------------------------- 
 4.   Details of the transaction(s): section 
       to be repeated for (i) each type of instrument; 
       (ii) each type of transaction; (iii) 
       each date; and (iv) each place where 
       transactions have been conducted 
---  ---------------------------------------------------------- 
 a)   Description                        Ordinary shares 
       of the Financial                    of 1p 
       instrument, 
       type of instrument 
--- 
      Identification                   GB00BP8XY588 
       code 
---  -------------------------------  ------------------------- 
 b)   Nature of the                      Subscription of Shares 
       transaction 
---  -------------------------------  ------------------------- 
 c)   Price(s) and                      Price(s)    Volume(s) 
       volume(s)                        ----------  ----------- 
                                         GBP0.02     10,000,000 
                                        ----------  ----------- 
---  -------------------------------  ------------------------- 
 d)   Aggregated information: 
        *    Aggregated volume           See above 
 
 
        *    Price 
---  -------------------------------  ------------------------- 
 e)   Date of the                      9 June 2017 
       transaction 
---  -------------------------------  ------------------------- 
 f)   Place of the                     London Stock Exchange, 
       transaction                      AIM Market (XLON) 
---  -------------------------------  ------------------------- 
 
 
 5.   Details of the person discharging managerial 
       responsibilities / person closely associated 
---  ---------------------------------------------------------- 
 a)   Name                             Shawn Taylor 
---  -------------------------------  ------------------------- 
 6.   Reason for the Notification 
---  ---------------------------------------------------------- 
 a)   Position/status                  Director / PDMR 
---  -------------------------------  ------------------------- 
 b)   Initial notification/Amendment    Initial notification 
---  -------------------------------  ------------------------- 
 7.   Details of the issuer, emission allowance 
       market participant, auction platform, 
       auctioneer or auction monitor 
---  ---------------------------------------------------------- 
 a)   Name                             Imaginatik plc 
---  -------------------------------  ------------------------- 
 b)   LEI                              n/a 
---  -------------------------------  ------------------------- 
 8.   Details of the transaction(s): section 
       to be repeated for (i) each type of instrument; 
       (ii) each type of transaction; (iii) 
       each date; and (iv) each place where 
       transactions have been conducted 
---  ---------------------------------------------------------- 
 a)   Description                        Ordinary shares 
       of the Financial                    of 1p 
       instrument, 
       type of instrument 
--- 
      Identification                   GB00BP8XY588 
       code 
---  -------------------------------  ------------------------- 
 b)   Nature of the                      Subscription of Shares 
       transaction 
---  -------------------------------  ------------------------- 
 c)   Price(s) and                      Price(s)    Volume(s) 
       volume(s)                        ----------  ---------- 
                                         GBP0.02     300,000 
                                        ----------  ---------- 
---  -------------------------------  ------------------------- 
 d)   Aggregated information: 
        *    Aggregated volume           See above 
 
 
        *    Price 
---  -------------------------------  ------------------------- 
 e)   Date of the                      9 June 2017 
       transaction 
---  -------------------------------  ------------------------- 
 f)   Place of the                     London Stock Exchange, 
       transaction                      AIM Market (XLON) 

---  -------------------------------  ------------------------- 
 
 
 9.    Details of the person discharging managerial 
        responsibilities / person closely associated 
----  ---------------------------------------------------------- 
 a)    Name                             Ralph Welborn 
----  -------------------------------  ------------------------- 
 10.   Reason for the Notification 
----  ---------------------------------------------------------- 
 a)    Position/status                  Director / PDMR 
----  -------------------------------  ------------------------- 
 b)    Initial notification/Amendment    Initial notification 
----  -------------------------------  ------------------------- 
 11.   Details of the issuer, emission allowance 
        market participant, auction platform, 
        auctioneer or auction monitor 
----  ---------------------------------------------------------- 
 a)    Name                             Imaginatik plc 
----  -------------------------------  ------------------------- 
 b)    LEI                              n/a 
----  -------------------------------  ------------------------- 
 12.   Details of the transaction(s): section 
        to be repeated for (i) each type of instrument; 
        (ii) each type of transaction; (iii) 
        each date; and (iv) each place where 
        transactions have been conducted 
----  ---------------------------------------------------------- 
 a)    Description                        Ordinary shares 
        of the Financial                    of 1p 
        instrument, 
        type of instrument 
---- 
       Identification                   GB00BP8XY588 
        code 
----  -------------------------------  ------------------------- 
 b)    Nature of the                      Subscription of Shares 
        transaction 
----  -------------------------------  ------------------------- 
 c)    Price(s) and                      Price(s)    Volume(s) 
        volume(s)                        ----------  ---------- 
                                          GBP0.02     582,163 
                                         ----------  ---------- 
----  -------------------------------  ------------------------- 
 d)    Aggregated information: 
         *    Aggregated volume           See above 
 
 
         *    Price 
----  -------------------------------  ------------------------- 
 e)    Date of the                      9 June 2017 
        transaction 
----  -------------------------------  ------------------------- 
 f)    Place of the                     London Stock Exchange, 
        transaction                      AIM Market (XLON) 
----  -------------------------------  ------------------------- 
 

This information is provided by RNS

The company news service from the London Stock Exchange

END

MSCLLFIFRIIAIID

(END) Dow Jones Newswires

June 09, 2017 08:04 ET (12:04 GMT)