Image Scan Holdings PLC Result of ABB (9374U)

TIDMIGE

RNS Number : 9374U

Image Scan Holdings PLC

17 July 2018

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 IMAGE SCAN HOLDINGS PLC OR ANY OTHER ENTITY IN ANY JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION (EU) 596/2014 (MAR). ON PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

Image Scan Holdings plc

("Image Scan" or the "Company")

Result of Placing

and Posting of Circular

Image Scan Holdings plc (AIM: IGE), specialists in the field of X-ray imaging for the security and industrial inspection markets, is pleased to announce the result of the bookbuild announced earlier today.

A total of 25,000,000 new Ordinary Shares in the Company have been conditionally placed at a price of 4 pence per new Ordinary Share (the "Placing Price") raising proceeds of approximately GBP1.0 million (before expenses) together with a subscription by Spring Ventures Group Investments Limited of 6,250,000 new Ordinary Shares at the Placing Price raising proceeds of GBP0.25 million to partially fund the acquisition of Todd Research Limited. The Placing Price represents a 27.3 per cent. discount to the closing price to the closing price on 16 July 2018 (being the day prior to this announcement).

The Placing is conditional, amongst other things, upon the passing of the Resolutions. The Placing and Subscription Shares will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, 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 after the date of their issue.

Directors' Dealing

William Mawer, Chief Executive Officer and Executive Chairman, and Tim Jackson, Non-Executive Director, have participated in the Placing, amounting to a subscription for 1,250,000 Placing Shares or approximately 4 per cent. of the Placing and Subscription.

The Directors' interests as at today and following completion of the Placing and Subscription are as follows:

 
                     At the date of                            On Admission 
                    this Announcement 
 
 Name           Number of     Percentage        Number   Number of     Percentage 
                 Existing    of Existing    of Placing    Ordinary    of Ordinary 
                 Ordinary       Ordinary        Shares      Shares        Shares* 
                   Shares         Shares 
 
 William 
  Mawer         5,204,682          3.82%       625,000   5,829,682          3.48% 
 Tim Jackson            0          0.00%       625,000     625,000          0.37% 
 Richard 
  Leaver          500,000          0.37%             0     500,000          0.30% 
 Vincent 
  Deery            83,077          0.06%             0      83,077          0.05% 
 

Following the Placing and Subscription, the Directors will beneficially own, in aggregate, 4.2 per cent. of the Enlarged Issued Share Capital.

Admission

Pursuant to the Placing and Subscription, Application has been made for the 31,250,000 new Ordinary Shares to be admitted to trading on AIM. Dealings in these new Ordinary Shares are expected to commence on 8 August 2018.

Total Voting Rights

Following the issue of the Placing and Subscription Shares, the Company's issued share capital will comprise 167,604,577 ordinary shares of 1 pence each. The total number of voting rights in the Company will be 167,604,577. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority.

Circular to be posted today.

Further to this announcement, the Company is pleased to announce that the Circular will be posted today notifying shareholders of a general meeting which is being convened for the purpose of, amongst other things, considering the Resolutions required in connection with the Placing and Subscription, to be held at the offices of Cantor Fitzgerald Europe, One Churchill Place, Canary Wharf, London, E14 5RB at 10.00 a.m. on 7 August 2018.

A copy of the Circular will shortly be available on the Company's website at www.ish.co.uk

Other than where defined, capitalised terms used in this announcement have the meanings given to them in the Announcement released by the Company this morning at 8.00 a.m.

Enquiries

 
Image Scan Holdings plc       [phone] 
Bill Mawer, Chairman and      [e-mail] 
 Chief Executive Officer 
Sarah Atwell King, Company 
 Secretary 
 
Cantor Fitzgerald Europe      [phone] 
(Nominated Adviser and 
 Broker) 
Rick Thompson / Will Goode 
 / Michael Boot (Corporate 
 Finance) 
Alex Pollen (Sales) 
 

About Image Scan Holdings plc

Image Scan Holdings plc (AIM: IGE) is focused on the development and commercialisation of market leading real-time X-ray solutions for use in the global Security and Industrial inspection markets. The Company's Security portfolio includes the ThreatScan(R) range of portable bomb and suspect package detection systems; the Axis range of baggage inspection systems; and SVXi, a small vehicle inspection system. The Industrial inspection solutions include the MDXi product range, cabinet X-ray systems for laboratories and production lines. The Company was founded in 1996 and joined AIM in 2002.

For further information on the Company, please visit: www.ish.co.uk - and for further information on its products, please visit: www.3dx-ray.com

Notification and public disclosure of transactions by persons discharging managerial responsibilities ("PDMRs") and persons closely associated ("PCA") with them.

 
 1    Details of the person discharging managerial 
       responsibilities / person closely associated 
---  ---------------------------------------------------------- 
 a)   Name                   William Mawer 
---  ---------------------  ----------------------------------- 
 2    Reason for the notification 
---  ---------------------------------------------------------- 
 a)   Position/status        Chief Executive Officer and 
                              Executive Chairman 
---  ---------------------  ----------------------------------- 
 b)   Initial notification   Initial Notification 
       / Amendment 
---  ---------------------  ----------------------------------- 
 3    Details of the issuer, emission allowance 
       market participant, auction platform, 
       auctioneer or auction monitor 
---  ---------------------------------------------------------- 
 a)   Name                   Image Scan Holdings plc 
---  ---------------------  ----------------------------------- 
 b)   LEI                    213800DOY65DJDUDJP88 
---  ---------------------  ----------------------------------- 
 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 1 pence 
       of the financial       each 
       instrument, 
       type of instrument     ISIN: GB0031410581 
 
       Identification 
       code: 
---  ---------------------  ----------------------------------- 
 b)   Nature of              Purchase of Ordinary Shares 
       the transaction        pursuant to the Placing 
---  ---------------------  ----------------------------------- 
 c)   Price(s) and             Price(s)              Volume(s) 
       volume(s)               --------------------  ---------- 
                                           4 pence    625,000 
                               --------------------  ---------- 
---  ---------------------  ----------------------------------- 
 d)   Aggregated                    Price(s)       Aggregated 
       information                                   volume (s) 
                                    -------------  ------------ 
                                     N/A - single 
                                      transaction 
                                    -------------  ------------ 
---  ---------------------  ----------------------------------- 
 e)   Date of the            17 July 2018 
       transaction 
---  ---------------------  ----------------------------------- 
 f)   Place of the           AIM 
       transaction 
---  ---------------------  ----------------------------------- 
 
 
 1    Details of the person discharging managerial 
       responsibilities / person closely associated 
---  ---------------------------------------------------------- 
 a)   Name                   Tim Jackson 
---  ---------------------  ----------------------------------- 
 2    Reason for the notification 
---  ---------------------------------------------------------- 
 a)   Position/status        Non-Executive Director 
---  ---------------------  ----------------------------------- 
 b)   Initial notification   Initial Notification 
       / Amendment 
---  ---------------------  ----------------------------------- 
 3    Details of the issuer, emission allowance 
       market participant, auction platform, 
       auctioneer or auction monitor 
---  ---------------------------------------------------------- 

 a)   Name                   Image Scan Holdings plc 
---  ---------------------  ----------------------------------- 
 b)   LEI                    213800DOY65DJDUDJP88 
---  ---------------------  ----------------------------------- 
 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 1 pence 
       of the financial       each 
       instrument, 
       type of instrument     ISIN: GB0031410581 
 
       Identification 
       code: 
---  ---------------------  ----------------------------------- 
 b)   Nature of              Purchase of Ordinary Shares 
       the transaction        pursuant to the Placing 
---  ---------------------  ----------------------------------- 
 c)   Price(s) and             Price(s)              Volume(s) 
       volume(s)               --------------------  ---------- 
                                           4 pence    625,000 
                               --------------------  ---------- 
---  ---------------------  ----------------------------------- 
 d)   Aggregated                    Price(s)       Aggregated 
       information                                   volume (s) 
                                    -------------  ------------ 
                                     N/A - single 
                                      transaction 
                                    -------------  ------------ 
---  ---------------------  ----------------------------------- 
 e)   Date of the            17 July 2018 
       transaction 
---  ---------------------  ----------------------------------- 
 f)   Place of the           AIM 
       transaction 
---  ---------------------  ----------------------------------- 
 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [e-mail] or visit www.rns.com.

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July 17, 2018 11:34 ET (15:34 GMT)