Business
Acquisition and Proposed Placing
Acquisition and Proposed Placing.
About this update from Image Scan Holdings Plc
[{"type":"text","content":"\n \nRNS Number : 8095U Image Scan Holdings PLC 17 July 2018 \n\nTHIS 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.\nTHIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, 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.\nTHIS 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.\nImage Scan Holdings plc\n(\"Image Scan\" or the \"Company\")\nProposed acquisition of Todd Research Limited for £3.25 million\nProposed Placing and Subscription to raise £1.25 million\nProposed Capital Reduction\nand\nNotice of General Meeting\nImage Scan Holdings plc (AIM: IGE), specialists in the field of X-ray imaging for the security and industrial inspection markets, is pleased to announce that it has entered into a conditional agreement to acquire the entire issued share capital of Todd Research Limited (\"Todd Research\"), a UK developer and manufacturer of X-ray systems for security purposes from Supply 999 Holdings Limited (the \"Vendor\") for a total consideration of £3.25 million subject to a net asset adjustment (the \"Acquisition\") as set out in a share purchase agreement (the \"Share Purchase Agreement\").\nThe Acquisition is to be partially funded by £2.0 million of vendor loan notes and partially through a placing of 25,000,000 new Ordinary Shares (the \"Placing\") and subscription for 6,250,000 new Ordinary Shares (the \"Subscription\") in Image Scan at a price of 4 pence per share (the \"Placing Price\") to raise gross proceeds of approximately £1.25 million. Cantor Fitzgerald Europe are acting as sole bookrunner in connection with the Placing.\nHighlights\nAcquisition\n· Todd Research is a private, venture capital owned,...