Billionaire financier Dermot Desmond will own just over 40pc of Irish travel software firm Datalex after a €25m capital raise, but won’t have to make a mandatory offer for the company if other shareholders approve a waiver that’s been agreed with the Takeover Panel.
nce a shareholder of a listed company raises their stake to 30pc or more, it typically triggers a legal requirement to make a mandatory offer to acquire the entirety of the firm.
Mr Desmond’s IIU investment vehicle is already the single largest shareholder in Datalex, owning almost 30pc.
The mandatory offer rule can be waived by the Takeover Panel in certain circumstances under so-called ‘whitewash’ guidance.
The waiver secured by IIU will have to be approved by a simple majority of shareholders other than IIU.
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Datalex, whose software helps airlines to boost their ancillary sales to customers, confirmed yesterday that it intends to raise gross proceeds of €25m by way of a capital raise.
Mr Desmond effectively rescued Datalex in 2019 when it was engulfed by an accounting scandal.
Apart from providing €11.3m in loans to the company, he also extended a €10m debt facility to Datalex. However, the software company said in April that it had not yet had to drawn down any of that facility. The proceeds of the capital raise will be used to pay back the loans to IIU. Mr Desmond recently agreed to extend the maturity on those loans until next year as Datalex progressed its plans to raise equity.
As part of the capital raise, Datalex will receive €14.7m by way of a cornerstone placing, €4.2m from a firm placing, and €6.1m by way of a placing and open offer.
The €4.2m firm placing was completed yesterday, while €4m of shares were successfully conditionally placed, raising about €4m net.
IIU Nominees has agreed to subscribe to almost 26 million new shares under the cornerstone placing, and take up its open offer entitlement in full, for a total investment of €14.5m.
Investment vehicle Pageant Holdings, controlled by businessman Nick Furlong, will take up almost 2.3 million new shares under the cornerstone placing and take up its open offer in full, for €1.5m. Mr Furlong will also subscribe to more than 1.1 million new shares for €800,000.
Datalex CEO Sean Corkery said the capital raise – which will be voted on by shareholders on July 1 – is an “important milestone” for the group.
“We are preparing for the next stage towards growth, and it is important that the group has the right capital structure in place for this phase,” he said.
“Whilst 2021 remains a challenging time for the airline industry, we have seen, in recent months, an increase in potential opportunities,” said Mr Corkery. “By strengthening our balance sheet and raising additional working capital, the group is stepping forward in a much better position to capitalise on these opportunities.”
Datalex said it will also move its listing from Euronext Dublin to the Euronext Growth market.
The company said Euronext Growth is a “more suitable regulatory environment for a business of Datalex’s size and structure”.
