ITIM GROUP PLC

Share Issue/Capital Change • Jun 22, 2021

National Storage Mechanism | Additional information

RNS Number : 6682C

itim Group PLC

22 June 2021

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, REPUBLIC OF IRELAND, OR REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT

This announcement is an advertisement and not an admission document or a prospectus. This announcement is not and does not constitute or form part of, and should not be construed as, an offer of securities for subscription or sale in any jurisdiction nor a solicitation of any offer to buy or subscribe for, any securities in any jurisdiction, nor shall it or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with, any contract or commitment whatsoever. This announcement does not constitute a recommendation regarding any securities. Prospective investors should not subscribe for or purchase any securities referred to in this announcement except in compliance with applicable securities laws and regulation and on the basis of the information in the final admission document ("Admission Document") to be published by the Company, and any supplement thereto, in connection with the placing ("Placing") of its ordinary shares ("Shares") and the proposed admission  of the Shares to trading on the AIM market of London Stock Exchange plc ("London Stock Exchange").  A copy of the Admission Document will, following publication, be available for viewing on the Company's website at www.itim.com

This announcement constitutes a financial promotion for the purposes of section 21 of the Financial Services and Markets Act 2000 and has been approved by W H Ireland Limited which is authorised and regulated by the Financial Conduct Authority.

itim Group plc

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

PLACING AND PROPOSED ADMISSION TO TRADING ON AIM

itim Group plc, a SaaS based technology company that enables store-based retailers to optimise their businesses to improve financial performance and effectively compete with online competitors, announces its proposed admission to trading on AIM (the "Admission") and its placing conditional on Admission (the "Placing") of 5,194,806 new ordinary shares (the "New Shares") at a price of 154 pence per share (the "Placing Price") with institutional and other investors.  The Placing of New Shares will raise gross proceeds of £8 million for the Company.

WH Ireland is acting as Nominated Adviser and sole broker in relation to the Admission.

Key highlights

·    Based on the Placing Price, the market capitalisation of the Company will be approximately £48.1 million on Admission;

·  On Admission, the Company will have 31,210,607 Ordinary Shares in issue and a free float of approximately 29.8 per cent;

·    The Placing of the New Shares is expected to raise gross proceeds of £8m for the Company;

·   The Company intends to use the net proceeds of the Placing together with some of its existing cash resources to

o  to continue the development and refinement of the Company's software;

o  to invest in marketing;

o  to increase the international reach of the Company through investment in new territories;

o  to repay £2.1 million linked to the acquisition of EDI Plus Limited;

o  to advance potential M&A opportunities; and

o  for working capital purposes (including repayment of related party loans, if called).

·   Admission and commencement of dealings on AIM are expected to place at 8.00am on 28 June 2021 under the ticker ITIM; and

·    The Company's ISIN is GB00BMD2H500 and its SEDOL is BMD2H50

Ali Athar, Chief Executive of itim Group, said:

"We are delighted by the strong support we have received from institutional and other investors. We believe our Admission to AIM will provide us with the platform to execute our exciting growth plans as we seek to gain market share as traditional retailers convert to omni-channel.  We welcome our new shareholders to the Company and are looking forward to our future as a public company and the opportunities it will bring for everyone involved with itim."

Enquiries

itim Group plc

Ali Athar, Chief Executive                                                                                           via Hudson Sandler

WH Ireland Limited (Nominated Adviser and Sole Broker)

Harry Ansell/Fraser Marshall (Broking)                                                                   020 7220 1666

Katy Mitchell (Corporate Finance)

Jessica Cave

Darshan Patel

Hudson Sandler (Public Relations)

Dan de Belder/Alex Brennan                                                                                      020 7796 4133

itim@hudsonsandler.com

Notes to editors

Background to the Company

itim was established in 1993 by its founder, and current Chief Executive Officer, Ali Athar. Itim was initially formed as a consulting business, helping retailers effect operational improvement. From 1999 the Company began to expand into the provision of proprietary software solutions and by 2004 the Company was focused exclusively on digital technology. itim has grown through a series of acquisitions of small, legacy retail software systems and associated applications which itim has redeveloped to create the holistic end-to-end solution for retailers that supports omni-channel retailing through the internet.

Forward looking statements

All statements other than statements of historical fact, contained in this announcement constitute "forward looking statements". In some cases forward looking statements can be identified by terms such as "may", "intend", "might", "will", "should", "could", "would", "believe", "forecast", "anticipate", "expect", "estimate", "predict", "project", "potential", or the negative of these terms,  and similar expressions. Such forward looking statements are based on assumptions and estimates and involve risks, uncertainties and other factors which may cause the actual results, financial condition, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements. Except as required by the AIM Rules for Companies, the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement to reflect any change in the Group's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. New factors may emerge from time to time that could cause the Company's business not to develop as it expects, and it is not possible for the Company to predict all such factors. Given these uncertainties, prospective investors are cautioned not to place any undue reliance on such forward-looking statements except as required by law.

Important Information

The contents of this announcement, which has been prepared by and is the sole responsibility of itim Group plc, have been approved by WH Ireland Limited solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 (as amended).

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.

This announcement is not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada Japan, South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The distribution of this announcement may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for, or otherwise invest in, securities in the United States, Australia, Canada, Japan or South Africa or any other jurisdiction where it is prohibited to do. The Ordinary Shares referred to herein have not been, and will not be, registered under the United States Securities Act of 1933 (the "Securities Act"). The Ordinary Shares may not be offered or sold in the United States except pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act. There will be no public offer of securities in the United States or in any other jurisdiction.

In any member state of the European Economic Area ("EEA") and the United Kingdom, this announcement and any offer if made subsequently is, and will be, directed only at persons who are "qualified investors" within the meaning of the Prospectus Regulation (Regulation (EU) 2017/1129). In addition, in the United Kingdom, this announcement is being distributed only to, and is directed only at, qualified investors who are (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order, and (iii) persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). This announcement must not be acted on or relied on (i) in the United Kingdom, by persons who are not relevant persons, and (ii) in any member state of the EEA other than the United Kingdom, by persons who are not Qualified Investors. Any investment or investment activity to which this announcement relates is available only to (i) in the United Kingdom, relevant persons, and (ii) in any member state of the EEA other than the United Kingdom, qualified investors and will be engaged in only with such persons.

Any subscription or purchase of the Company's shares in the possible Admission should be made solely on the basis of information contained in the Admission Document which may be issued by the Company in connection with the Admission. The information in this announcement is subject to change. Before subscribing for or purchasing any shares in the Company, persons viewing this announcement should ensure that they fully understand and accept the risks which will be set out in the Admission Document if published. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. This announcement shall not form the basis of or constitute any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any shares in the Company or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor.

The date of Admission may be influenced by a variety of factors which include market conditions.  The Company may decide not to go ahead with the Admission and there is therefore no guarantee that the Admission Document will be published or that Admission will occur. Potential investors should not base their financial decision on this announcement. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested.

Persons considering making investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning a possible offer. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of a possible investment.

Nothing contained herein constitutes or should be construed as (i) investment, tax, accounting or legal advice; (ii) a representation that any investment or strategy is suitable or appropriate to your individual circumstances; or (iii) a personal recommendation to you.

None of WH Ireland Limited or any of their respective affiliates or any of their or their affiliates' directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith.

WH Ireland Limited is acting exclusively for the Company and no-one else in connection with the possible Admission. They will not regard any other person as their respective clients in relation to the possible Admission and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the possible Admission, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

WH Ireland Limited is authorised and regulated by the FCA in the United Kingdom, is registered in England & Wales with company number 02002044 and is a member of the London Stock Exchange. WHIreland and the WHIreland logo are registered trademarks.

For the avoidance of doubt, the contents of the Company's websites (or any other website operated by or on behalf of the Company and/or its subsidiaries) are not incorporated by reference into, and do not form part of, this announcement.

This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Group's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group's business, results of operations, financial position, liquidity, prospects, growth and strategies. Forward-looking statements speak only as of the date they are made.

In light of these risks, uncertainties and assumptions, the events in the forward-looking statements may not occur or the Company's or the Group's actual results, performance or achievements might be materially different from the expected results, performance or achievements expressed or implied by such forward-looking statements. None of WH Ireland Limited, the Company or any member of the Group, or any of such person's affiliates or any of their or their affiliates' directors, officers, employees, advisers or agents undertake to update, review or revise any such forward-looking statement or any other information contained in this announcement, except to the extent required by applicable law.

INFORMATION TO DISTRIBUTORS

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Company's shares have been subject to a product approval process, which has determined that the Company's shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Company's shares may decline and investors could lose all or part of their investment; the Company's shares offer no guaranteed income and no capital protection; and an investment in the Company's shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the possible Admission. Furthermore, it is noted that, notwithstanding the Target Market Assessment, WH Ireland will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Company's shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Company's shares and determining appropriate distribution channels.

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