Business
Payment of Earn-out and Issue of Equity
Payment of Earn-out and Issue of Equity.
About this update from Judges Scientific Plc
[{"type":"text","content":"\n\n\n\n\nPress Release\n\n\n \n\n\n\n \n \nJudges Scientific plc\n \n(\"Judges Scientific\", \"Judges\", the \"Company\" or the \"Group\")\n \nPayment of Geotek Earn-out\nIssue of Ordinary Shares\nand\nTotal Voting Rights\n \nJudges Scientific, a group focused on acquiring and developing companies in the scientific instrument sector, announces payment of the Earn-out consideration for the acquisition of Geotek pursuant to its announcement on 23 May 2022 (the \"Geotek Announcement\").\n \nPayment of Earn Out Consideration via Cash and issue of Ordinary Shares\nOn 23 May 2022, the Company completed its acquisition of Geotek for total consideration of up to £80 million plus excess cash, consisting of an initial cash consideration of £45 million, paid on completion and further contingent consideration of up to £35 million (the \"Earn-out\") to be satisfied through a mixture of cash and new ordinary shares in the Company. The Earn-out was payable on achievement of a minimum adjusted EBIT of £6.4 million for the calendar year 2022 increasing pro rata on a 7:1 ratio until it reached a cap when an adjusted EBIT of £11.4 million was achieved. The Company is pleased to announce that Geotek has met the conditions required to achieve the maximum Earn-out.\nAs set out in the Geotek Announcement, the Earn-out is to be satisfied half in cash and half in new ordinary shares in Judges to be issued at a price of £76.80 per new ordinary share, Judges' prevailing share price at the time of signing heads of terms with Geotek's vendors. Accordingly, the Company has issued 227,863 ordinary shares of 5p each (\"Ordinary Shares\") to the vendors of Geotek to satisfy the ordinary share element of the Earn-out. The remaining consideration in respect of Earn-out has been paid in cash.\nApplication for admission of the new Ordinary Shares to trading on AIM has been made and dealing in the new Ordinary Shares is expected to commence at 8.00 a.m. on 9 June 2023. The new Ordinary Shares will rank pari-passu with the Company's existing issued Ordinary Shares.\n \nIssue of Ordinary Shares\nAs detailed in the Geotek Acquisition, the transaction was originated by Charles Holroyd, a non-executive director of Judges and, as with all Judges Scientific non-executive directors, and as disclosed in the Group's Annual Report and A...