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Statement re Placing and Conversion of Debt

Announcement provided by

DXS International plc · DXSP

17/05/2023 12:10

Statement re Placing and Conversion of Debt InPublic Statement re Placing and Conversion of Debt



Placing and Conversion of debt

DXS International plc ("DXS", the "Company"), the digital clinical decision support company, is pleased to announce that it has raised GBP 500,000 (before expenses) (the "Placing"), through a placing of 12,500,000 new ordinary shares (the "Placing Shares") of 0.33 pence each in the capital of the Company ("Ordinary Shares") at a placing price of 4p per share (the "Placing Price") to current shareholders and new institutional investors through the Placing by Hybridan LLP “Hybridan” as sole broker to the Company. In addition to the Placing, the Company announces a debt to equity swap (the "Stakeholder Issue”) through which £130,628.33 of debt has been converted to new Ordinary Shares at the Placing Price per share through the issue of 3,265,708 new Ordinary Shares (the "Stakeholder Shares"). The new Ordinary Shares to be issued pursuant to the Placing and Stakeholder Issue (together, the "Fundraising") represent a total dilution of 32.67 per cent of the existing issued share capital of the Company.

Application has been made for admission of the Placing Shares and the Stakeholder Shares (together, the "New Ordinary Shares"), to trading on the Access segment of the AQUIS Stock Exchange ("AQUIS") and trading is expected to commence on or around 24 May 2023 ("Admission"). The Placing and Stakeholder Issue are both conditional, inter alia, on Admission .

Participants in the Stakeholder Issue comprise a combination of the Company's Directors, key management and consultants who have, during the past 14 months, postponed payment of a total of £130,628 in unpaid salaries and fees, and have agreed to convert this to equity at the Placing Price. These stakeholders of the Company have agreed to continue to postpone receipt of further payments of salaries and fees as they fall due until the Company is cashflow positive.

The net proceeds of the Fundraising will be used by the Company to invest in the Group's operations to provide working capital to take the Company’s newly developed healthcare solutions to market. The Company's strategy is to leverage its existing customer base which provides a recurring revenue combination from the NHS and the pharmaceutical industry as supplemented by new revenue streams from the new SMART solutions. The Company has been investing, piloting and gaining accreditations for its new SMART solutions during the past three years.

After Admission the issued share capital of the Company will be 64,022,124 Ordinary Shares. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

David Immelman, Chief Executive Officer, commented:

"I am delighted with the continued support we have received from our shareholders, and to welcome new institutions including funds managed by Downing LLP in this latest fundraising. We are pleased to see sentiment changing within the NHS and to hear the positive feedback we have received on the various trials in clinics with our new products. Building blocks are in place to potentially rapidly scale our annual revenue to £4.7m by April 2024.”

Pursuant to the terms of the Placing, Hybridan has been granted warrants in respect of 750,000 new Ordinary Shares (the "New Warrants"). The New Warrants are exercisable by Hybridan at any time between the date of this announcement and 16 May 2028 at a strike price equal to the Placing Price. In addition the Company has agreed to vary the strike price for the existing warrants in respect of 748,500 Ordinary Shares that were issued to Hybridan on 18 February 2020, expiring on 17 February 2025, such that these warrants are also now exercisable at the Placing Price.

The Directors of DXS International plc accept responsibility for this announcement

The information contained within this announcement is deemed to constitute inside information as stipulated under the retained EU law version of the Market Abuse Regulation (EU) No. 596/2014 (the "UK MAR") which is part of UK law by virtue of the European Union (Withdrawal) Act 2018. The information is disclosed in accordance with the Company's obligations under Article 17 of the UK MAR. Upon the publication of this announcement, this inside information is now considered to be in the public domain.


David Immelman      (Chief Executive)
DXS International plc
01252 719800 

Corporate Advisor

City & Merchant
David Papworth

020 7101 7676


Corporate Broker

Hybridan LLP
Claire Louise Noyce

020 3764 2341


Note to Editors:

About DXS

DXS International presents up to date treatment guidelines and recommendations, from Clinical Commissioning Groups and other trusted NHS sources, to doctors, nurses, and pharmacists in their workflow and during the patient consultation. This effective clinical decision support ultimately translates to improved healthcare outcomes delivered more cost effectively which should significantly contribute towards the NHS achieving its projected efficiency savings.


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