#VELA Vela Technologies plc- Investee Co. #CODE Northcoders Grouping plc- Proposed Placing November 21, 2022 – Posted in: Vela Technologies Plc (VELA) – Tags: code, coding, corporate, finance, investment, investor, Northcoders, shares, software, technology
Northcoders (AIM:CODE), the independent provider of training programmes for software coding, is pleased to announce that it intends to raise approximately £2.1 million (before expenses) by way of a placing of approximately 694,444 new Ordinary Shares at a price of 300 pence per share.
The Placing Price represents a discount of approximately 4.8 per cent to the closing price of 315 pence per Ordinary Share on 18 November 2022, being the latest practicable business day prior to the publication of this Announcement.
Key highlights and use of proceeds
Following Northcoders’ significant expansion since IPO in July 2021, with increasing consumer and corporate demand for the Group’s technology training across the UK, the net proceeds of the Placing will be used, inter alia, to further accelerate the Company’s growth strategy by introducing four new technology training courses across the following disciplines:
· Cyber Security;
· Platform Engineering;
· Quality Assurance; and,
· Agile Project & Product Management.
These new technical disciplines will sit alongside the Company’s current offerings of Software Development and Data Engineering, resulting in the potential growth of technology bootcamp student numbers alongside a broader service offering for corporate clients engaging with the Northcoders Business Solutions division. The new courses are expected to be developed and launched during the course of 2023.
Investment of £0.5 million will also be made into NCore, the Group’s core technical delivery platform, in order to further improve cost of sale efficiencies. This investment is expected to be capitalised and to qualify for R&D tax credits. The Directors believe that the Placing will help the Company achieve this.
The Directors have concluded that proceeding with the Placing is the most suitable option available to the Company for raising additional funds through the issue of Placing Shares and that issuing the Placing Shares at a discount that is fair and reasonable so far as all existing Shareholders are concerned.
In the event of the Placing being oversubscribed, David Llewellyn, a substantial shareholder, Chris Hill (CEO) and Amul Batra (COO) have each indicated that they would be prepared to sell some of their Existing Ordinary Shares subject to Admission occurring. In addition certain option holders have indicated that they would be prepared to sell up to 50,000 new Ordinary Shares which would be issued pursuant to the exercise of share options.
Placing Highlights
•Placing to raise approximately £2.1 million (before expenses) through the issue of approximately 694,444 Placing Shares at the Placing Price.
•The Placing will be conducted via an accelerated bookbuild process of Placing Shares at the Placing Price.
•The Placing Price represents a discount of approximately 4.8 per cent to the closing price of 315 pence per Ordinary Share on 18 November 2022, being the latest practicable business day prior to the publication of this Announcement.
•The Placing Shares, assuming full take-up, will represent 9 per cent. of the Enlarged Issued Share Capital.
The Placing
The Placing will utilise the Company’s existing shareholder authorities to issue the Placing Shares on a non-pre-emptive basis for cash.
WH Ireland and Peterhouse are acting as Joint Bookrunners in connection with the Placing. The Placing Shares are being offered by way of an accelerated bookbuild, which will be launched immediately following this Announcement, in accordance with the terms and conditions set out in Appendix III to this Announcement and is expected to close later today.
The timing of the closing of the Bookbuild and the allocation of Placing Shares to be issued at the Placing Price are to be determined at the discretion of the Company and the Joint Bookrunners.
A further announcement will be made following the close of the Bookbuild, confirming final details of the Placing.
The Placing is not being underwritten.
The expected timetable of principal events is set out in Appendix I to this Announcement.
The Placing is conditional upon (amongst other things) the Placing Agreement not having been terminated prior to Admission. The Placing is not conditional on a minimum amount being raised.
Chris Hill, CEO of Northcoders Group plc, said: “Northcoders has delivered significant financial and operational progress since our IPO and we continue to cement our reputation as one of the UK’s leading technology training providers with a flexible hybrid business model that can meet both the demands of individuals and corporates alike. We are delighted with the positive response we have so far received, from both new and existing investors, for our plans to accelerate this growth.
“The digital skills gap and a shortage of Tech talent in the UK continues to grow, which only serves to increase demand for our services. We are using our insights in the EdTech market to strategically expand our service offering, and believe investment into new technical discipline areas, as well as development of Ncore, our core technical delivery platform, will support us in our mission to provide the UK with the technologists it needs while creating life-changing opportunities for individuals from all walks of life.”
For further enquiries:
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Northcoders Group plc |
Via Buchanan |
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Chris Hill, CEO |
Tel: +44 (0) 20 7466 5000 |
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Charlotte Prior, CFO |
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WH Ireland Limited (Nominated Adviser & Joint Bookrunner) |
Tel: +44 (0)20 7220 1666 |
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Mike Coe / Sarah Mather (Corporate Finance) |
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Fraser Marshall (Corporate Broking)
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Peterhouse Capital Limited (Joint Bookrunner) |
Tel+44 (0) 20 7496 0930 |
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Lucy Williams |
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Duncan Vasey |
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Buchanan Communications |
Tel: +44 (0) 20 7466 5000 |
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Henry Harrison-Topham |
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Jamie Hooper |
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George Cleary |