Wey Education plc (LON:WEY), the educational services group announced today its intention to conduct a placing of up to approximately 22,727,273 new ordinary shares of 1 pence each in the Company (the “Placing Shares”), at a price of 22 pence per Placing Share (the “Issue Price”), to raise up to approximately £5 million (before expenses) (the “Placing”) utilising the Company’s existing share authorities, and the possible acquisition of another privately owned educational services group operating in the Alternative Provision education market (the “Target”), (together the “Transaction”).
Highlights of the Transaction
· Proposed placing of up to approximately 22,727,273 Placing Shares at a price of 22 pence per Placing Share to raise up to approximately £5 million (before expenses).
· The Issue Price represents a discount of 33.3 per cent. to the Closing Price on 14 November 2017, the last trading day prior to this Announcement, and a discount of approximately 7.1 per cent. to the average Closing price of the last 30 trading days.
· Possible acquisition of Target , a complementary education business for a consideration of up to £2.17m in cash.
· Target provides a range of Key Stage 3, GCSE and iGCSE programmes to pupils who have been referred by local authorities and schools across the UK.
· Target had unaudited turnover of £1,030,000 and post-tax profit of £133,000 for the year ended 31 August 2017.
· Dealings in the New Ordinary Shares issued pursuant to the Transaction are expected to commence on 20 November 2017.
Information on Target
The Company has agreed terms, subject to contract finalisation, to acquire the entire issued share capital of Target for an initial cash consideration of £1.47m with a further cash payment of up to £0.7m (the “Acquisition”) by way of an earnout based on the increase in turnover to the year ended 31 August 2017. Completion of the Acquisition is expected to take place on the completion of legal and accounting work which is progressing but which will not be concluded until after the Placing.
Information on the Placing
The Placing Shares are being offered by way of an accelerated bookbuild process (the “Bookbuild”), which will be launched immediately following this Announcement in accordance with the terms and conditions set out in the Appendix to this Announcement. WH Ireland Limited (“WH Ireland”) will be acting as sole bookrunner in connection with the Bookbuild. A further announcement will be made to confirm the completion of the Bookbuild in due course.
The proceeds of the Placing will provide additional working capital resources to the Group and subject to completion of the Acquisition, fund the consideration earn-out (if any) in respect of the Acquisition.
Wey Education Plc Executive Chairman, David Massie, said: “Wey has made significant progress since its Admission to AIM in December 2015 towards building a leading online educational services company operating from the UK but selling worldwide. Having recently announced our first annual profit, the Placing will provide the Group with funds to expand its marketing, domestically and internationally, pursue our adoption of Artificial Intelligence within our teaching methodology as well as providing working capital for growth. The target Acquisition if completed, will accelerate our B2B business which is growing significantly year on year.”
Announcement of the Transaction, Bookbuild commences
7.00 a.m. on 15 November
Admission and commencement of dealings in the New Ordinary Shares
8.00 a.m. on 20 November
CREST accounts to be credited with New Ordinary Shares
8.00 a.m. on 20 November
Each of the times and dates above refer to London time and are subject to change. Any such change will be notified to Shareholders by an announcement on a Regulatory Information Service.
Additional information on the Transaction is included below. Attention is also drawn to the section headed ‘Important Information’ and to the Appendix to this Announcement containing, inter alia, the terms and conditions of the Placing (representing important information for Placees only). The number of Placing Shares to be issued in connection with the Placing will be agreed by Wey Education and WH Ireland at the close of the Bookbuild process, and the results of the Placing will be announced as soon as practicable thereafter. The timing of the closing of the book, pricing and allocations is at the absolute discretion of Wey Education and WH Ireland.
Terms used but not defined in this Announcement shall have the meanings given to such terms in the Definitions section of the Appendix to this Announcement.
This Announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014 (“MAR”). In addition, market soundings (as defined in MAR) were taken in respect of the Placing with the result that certain persons became aware of inside information (as defined in MAR), as permitted by MAR. This inside information is set out in this Announcement. Therefore, those persons that received inside information in a market sounding are no longer in possession of such inside information relating to the Company and its securities.