Technology
Iridium Announces Second-Quarter 2024 Results
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2 years agoon
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MCLEAN, Va., July 23, 2024 /PRNewswire/ — Iridium Communications Inc. (Nasdaq:IRDM) (“Iridium”), a leading provider of global voice and data satellite communications, today reported financial results for the second quarter of 2024 and reiterated its full-year 2024 outlook. Net income was $32.3 million, or $0.27 per diluted share, for the second quarter of 2024, as compared to net loss of $30.7 million, or $0.24 per diluted share, for the second quarter of 2023. Operational EBITDA (“OEBITDA”)(1) for the second quarter was $114.0 million, as compared to $115.8 million for the prior-year period, representing a year-over-year decrease of 2%. Net income primarily benefitted from a year-over-year decrease in depreciation expense associated with the extension of the estimated useful lives of the Company’s satellites and the prior year write-off of the Company’s remaining ground spare.
Iridium reported second-quarter total revenue of $201.1 million, which consisted of $152.5 million of service revenue and $48.6 million of revenue related to equipment sales and engineering and support projects. Service revenue, which represents primarily recurring revenue from Iridium’s growing subscriber base, grew 5% from the year-ago period and was 76% of total revenue for the second quarter of 2024. Total revenue increased 4% versus the comparable period of 2023, largely due to higher commercial service revenue and higher government engineering revenue.
The Company ended the quarter with 2,413,000 total billable subscribers, which compares to 2,140,000 for the year-ago period and is up from 2,333,000 for the quarter ended March 31, 2024. Total billable subscribers grew 13% year-over-year, led by growth in commercial IoT.
“Iridium’s strong capital position continues to support our return of capital to shareholders. During the quarter, we repurchased three percent of our shares and increased our quarterly dividend to common shareholders,” said Matt Desch, CEO, Iridium. Desch added, “We plan to continue being aggressive with our shareholder-friendly activities in 2024, based on current market valuations.”
Iridium Business Highlights
Service – Commercial
Commercial service remained the largest part of Iridium’s business, representing 63% of the Company’s total revenue during the second quarter. The Company’s commercial customer base is diverse and includes markets such as maritime, aviation, oil and gas, mining, recreation, forestry, construction, transportation and emergency services. These customers rely on Iridium’s products and services as critical to their daily operations and integral to their communications and business infrastructure.
Commercial service revenue was $126.0 million, up 6% from last year’s comparable period primarily due to continued growth in IoT data and voice and data services.Commercial voice and data: Revenue was $56.5 million, up 3% from the year-ago period. Subscribers grew 3% from the year-ago period to 417,000. Average revenue per user (“ARPU”) was $46 during the second quarter, consistent with the prior-year period.Commercial IoT data: Revenue was $41.6 million, up 20% from the year-ago period. Subscribers grew 16% from the year-ago period to 1,837,000 customers, driven by continued growth in consumer personal communications devices. ARPU was $7.70 in the second quarter, compared to $7.48 in last year’s comparable period. The increase in ARPU resulted primarily from a new contract with a large customer.Commercial broadband: Revenue was $13.5 million, down 4% from $14.0 million in the year-ago period due to a decrease in ARPU offset in part by subscriber growth. ARPU was $269 during the second quarter, compared to $296 in last year’s comparable period, reflecting the increased prevalence of Iridium’s use as a companion service rather than primary.Hosted payload and other data service: Revenue was $14.4 million, down 4% from $15.1 million in the year-ago period. As previously noted, there was a year-over-year decrease in hosted payload revenue related to the change in the estimated useful lives of Iridium’s satellites that went into effect in the fourth quarter of 2023, offset in part by increases in other data service revenue.Iridium’s commercial business ended the quarter with 2,271,000 billable subscribers, which compares to 1,999,000 for the prior-year quarter and is up from 2,188,000 for the quarter ended March 31, 2024. IoT data subscribers represented 81% of billable commercial subscribers at the end of the quarter, an increase from 79% at the end of the corresponding prior-year period.
Service – U.S. Government
Iridium’s voice and data solutions improve situational awareness for military personnel and track critical assets in tough environments around the globe, providing a unique value proposition that is not easily duplicated.
Under Iridium’s Enhanced Mobile Satellite Services contract (the “EMSS Contract”), a seven-year, $738.5 million fixed-price airtime contract with the U.S. Space Force signed in September 2019, Iridium provides specified satellite airtime services, including unlimited global standard and secure voice, paging, fax, Short Burst Data®, Iridium Burst®, RUDICS and Distributed Tactical Communications System services for an unlimited number of Department of Defense and other federal government subscribers. Iridium also provides maintenance and support work for the U.S. government’s dedicated Iridium® gateway under two other contracts with the U.S. Space Force. Iridium Certus® airtime services are not included under these contracts and may be procured separately for an additional fee.
Government service revenue remained flat at $26.5 million in the second quarter, reflecting the contractual rate in the EMSS Contract.Iridium’s U.S. government business ended the quarter with 142,000 subscribers, which compares to 141,000 for the prior-year quarter and 145,000 for the quarter ended March 31, 2024. We expect subscriber count to be variable due to the nature of this fixed-price contract. Government voice and data subscribers increased 5% from the year-ago period to 63,000 as of June 30, 2024. Government IoT data subscribers decreased 2% year-over-year and represented 56% of government subscribers at quarter-end.Under the terms of the multi-year EMSS Contract, Iridium’s fixed-price rate will increase to $107 million for the contract year beginning September 15, 2024.
Equipment
Equipment revenue was $22.8 million in the second quarter, down 17% compared to $27.4 million in the prior-year quarter.In 2024, the Company expects equipment sales to be lower than 2023 and to be more in line with periods prior to 2022.
Engineering & Support
Engineering and support revenue was $25.8 million during the second quarter, up 25% compared to $20.6 million in the prior-year quarter, primarily due to a rise in activity with the U.S. government.In 2024, the Company expects engineering and support revenue to increase from 2023 with ongoing work on the Space Development Agency contract.
Capital expenditures were $12.4 million for the second quarter, including $1.2 million in capitalized interest. The Company ended the second quarter with gross Term Loan debt of $1.6 billion, $50.0 million outstanding under the Revolving Facility and a cash and cash equivalents balance of $63.5 million. The Company utilized cash from its upsized Term Loan to complete the acquisition of Satelles in April. The Company ended the first quarter with a net debt balance of $1.6 billion, representing net leverage of 3.5 times OEBITDA.
Iridium paid a dividend of $0.14 per common share on June 28, 2024, resulting in year-to-date dividend payments of $32.8 million to stockholders. The Board of Directors’ decision to increase the quarterly dividend to $0.14 per share starting with the second quarter 2024 dividend will result in a full-year dividend increase of 5.8%.
During the quarter, the Company repurchased approximately 3.3 million shares of its common stock under its previously announced share repurchase program at a total purchase price of $96.6 million, in part funded by a $50 million draw down on Iridium’s Revolving Facility. As of June 30, 2024, $180.8 million remained available and authorized for repurchase under this program through December 31, 2025. The Company has retired 21.1 million shares, equivalent to $819.2 million, since its share repurchase program commenced in February 2021.
2024 Outlook and Longer-Term Outlook
The Company reiterated its full-year 2024 outlook and updated its longer-term guidance on net leverage:
Total service revenue growth between 4% and 6% for full-year 2024. Total service revenue for 2023 was $584.5 million.Full-year 2024 OEBITDA between $460 million and $470 million. OEBITDA for 2023 was $463.1 million.Cash taxes of less than $10 million per year from 2024 through 2026. We expect that the longer-term cash tax rate will move closer to the statutory rate in 2028.Net leverage below 4.0 times OEBITDA through 2026 and falling below 2.0 times OEBITDA by the end of the decade, assuming the completion of the Company’s share repurchase authorization and the payment of quarterly dividends consistent with the current level. (Previous near-term guidance for net leverage was below 2.5 times OEBITDA as Iridium exited 2026.) Net leverage was 3.1 times OEBITDA at December 31, 2023.
(1) Non-GAAP Financial Measures & Definitions
In addition to disclosing financial results that are determined in accordance with U.S. GAAP, the Company provides Operational EBITDA, which is a non-GAAP financial measure, as a supplemental measure to help investors evaluate the Company’s fundamental operational performance. Operational EBITDA represents earnings before interest, income taxes, depreciation and amortization, gain (loss} on equity method investments, acquisition and related costs, and share-based compensation expenses. Such charges are incidental to, but not reflective of, the Company’s day-to-day operating performance. Operational EBITDA does not represent, and should not be considered, an alternative to U.S. GAAP measurements such as net income or loss. In addition, there is no standardized measurement of Operational EBITDA, and the Company’s calculations thereof may not be comparable to similarly titled measures reported by other companies. The Company believes Operational EBITDA is a useful measure across time in evaluating its fundamental core operating performance. Management also uses Operational EBITDA to manage the business, including in preparing its annual operating budget, debt covenant compliance, financial projections and compensation plans. The Company believes that Operational EBITDA is also useful to investors because similar measures are frequently used by securities analysts, investors and other interested parties in their evaluation of companies in similar industries. As indicated, Operational EBITDA does not include interest expense on borrowed money, the payment of income taxes, amortization of the Company’s definite-lived intangible assets, or depreciation expense on the Company’s capital assets, which are necessary elements of the Company’s operations. Since Operational EBITDA does not account for these and other expenses, its utility as a measure of the Company’s operating performance has material limitations. Due to these limitations, the Company’s management does not view Operational EBITDA in isolation, but also uses other measurements, such as net income, revenues and operating profit, to measure operating performance. Please refer to the schedule below for a reconciliation of consolidated GAAP net income to Operational EBITDA and Iridium’s Investor Relations webpage at www.iridium.com for a discussion and reconciliation of this and other non-GAAP financial measures. We do not provide a forward-looking reconciliation of expected full-year 2024 Operational EBITDA guidance as the amount and significance of special items required to develop meaningful comparable GAAP financial measures cannot be estimated at this time without unreasonable efforts.
Iridium Communications Inc.
Supplemental Reconciliation of GAAP Net Income (Loss) to Operational EBITDA
(In thousands)
Three Months Ended June 30,
Six Months Ended June 30,
2024
2023
2024
2023
GAAP net income (loss)
$ 32,336
$ (30,741)
$ 51,989
$ (20,966)
Interest expense, net
23,797
18,723
44,460
36,613
Income tax (benefit) expense
4,565
(5,211)
12,496
(10,664)
Depreciation and amortization
50,776
114,569
100,520
190,388
Share-based compensation
19,348
16,795
33,348
29,557
Acquisition and related costs(1)
919
—
2,375
—
(Gain) loss, net on equity method investments
(17,698)
1,677
(16,131)
2,832
Operational EBITDA
$ 114,043
$ 115,812
$ 229,057
$ 227,760
(1)
Represents direct costs incurred in connection with the negotiation, consummation and integration of acquisition transactions, whether or not actually completed. These costs generally include legal and advisory fees, severance and other related costs.
Conference Call Information
As previously announced, the Company will host a conference call to discuss its results at 8:30 a.m. Eastern Time on Tuesday, July 23, 2024. Callers should dial 1-412-902-6740 to access the call. The conference call will also be simultaneously webcast on Iridium’s Investor Relations webpage at www.iridium.com. An archive of the webcast will be available following the live conference call.
About Iridium Communications Inc.
Iridium® is the only mobile voice and data satellite communications network that spans the entire globe. Iridium enables connections between people, organizations, and assets to and from anywhere, in real time. Together with its ecosystem of partner companies, Iridium delivers an innovative and rich portfolio of reliable solutions for markets that require truly global communications. In 2024, Iridium acquired Satelles, Inc. and announced the Iridium Satellite Time and Location service. Iridium Communications Inc. is headquartered in McLean, Va., U.S.A., and its common stock trades on the Nasdaq Global Select Market under the ticker symbol IRDM. For more information about Iridium products, services, and partner solutions, visit www.iridium.com.
Forward-Looking Statements
Statements in this press release that are not purely historical facts may constitute forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements regarding Iridium’s expectations with respect to total service revenue growth, OEBITDA and cash taxes for 2024; cash taxes and net leverage over the long term; anticipated equipment sales and engineering and support service revenue for 2024; amount and timing of share repurchases, the payment of dividends, and expected revenues from its EMSS contract with the U.S. government and from the newly acquired Satelles. Forward-looking statements can be identified by the words “anticipates,” “may,” “can,” “believes,” “expects,” “projects,” “intends,” “likely,” “will,” “to be” and other expressions that are predictions or indicate future events, trends or prospects. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of Iridium to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, uncertainties regarding customer demand for Iridium’s products and services, including demand from the U.S. government; Iridium’s ability to maintain the health, capacity and content of its satellite constellation, and the development of and market for Iridium’s products and services, as well as general industry and economic conditions, and competitive, legal, governmental and technological factors. Other factors that could cause actual results to differ materially from those indicated by the forward-looking statements include those factors listed under the caption “Risk Factors” in the Company’s Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission (“SEC”) on February 15, 2024, and the Company’s Form 10-Q for the quarter ended June 30, 2024, filed with the SEC on July 23, 2024, as well as other filings Iridium makes with the SEC from time to time. There is no assurance that Iridium’s expectations will be realized. If one or more of these risks or uncertainties materialize, or if Iridium’s underlying assumptions prove incorrect, actual results may vary materially from those expected, estimated or projected. Iridium’s forward-looking statements are based on information available to it as of the date of this press release and speak only as of the date of this press release, and Iridium undertakes no obligation to update forward-looking statements.
Iridium Communications Inc.
Condensed Consolidated Statements of Operations
(In thousands)
Three Months Ended June 30,
2024
2023
Revenue
Service revenue
Commercial
$ 125,967
$ 118,642
Government
26,500
26,500
Total service revenue
152,467
145,142
Subscriber equipment
22,782
27,376
Engineering and support service
25,818
20,590
Total revenue
201,067
193,108
Operating expenses
Cost of services (exclusive of depreciation and amortization)
39,464
35,432
Cost of subscriber equipment sales
13,946
16,113
Research and development
6,512
5,626
Selling, general and administrative
46,723
37,339
Depreciation and amortization
50,776
114,569
Total operating expenses
157,421
209,079
Operating income (loss)
43,646
(15,971)
Other income (expense), net
Interest expense, net
(23,797)
(18,723)
Other income (expense), net
(646)
419
Total other expense, net
(24,443)
(18,304)
Income (loss) before income taxes and loss on equity method investments
19,203
(34,275)
Income tax benefit (expense)
(4,565)
5,211
Gain (loss), net on equity method investments
17,698
(1,677)
Net income (loss)
$ 32,336
$ (30,741)
Operational EBITDA
$ 114,043
$ 115,812
Iridium Communications Inc.
Condensed Consolidated Statements of Operations
(In thousands)
Six Months Ended June 30,
2024
2023
Revenue
Service revenue
Commercial
$ 248,044
$ 231,491
Government
53,000
53,000
Total service revenue
301,044
284,491
Subscriber equipment
47,650
69,052
Engineering and support service
56,226
44,838
Total revenue
404,920
398,381
Operating expenses
Cost of services (exclusive of depreciation and amortization)
85,913
72,037
Cost of subscriber equipment sales
27,826
43,252
Research and development
13,710
9,504
Selling, general and administrative
83,534
76,023
Depreciation and amortization
100,520
190,388
Total operating expenses
311,503
391,204
Operating income
93,417
7,177
Other expense, net
Interest expense, net
(44,460)
(36,613)
Other income (expense), net
(603)
638
Total other expense, net
(45,063)
(35,975)
Income (loss) before income taxes
48,354
(28,798)
Income tax benefit (expense)
(12,496)
10,664
Gain (loss), net on equity method investments
16,131
(2,832)
Net income (loss)
$ 51,989
$ (20,966)
Operational EBITDA
$ 229,057
$ 227,760
Iridium Communications Inc.
Summary Revenue and OEBITDA Highlights
(In thousands)
Three Months Ended June 30,
Six Months Ended June 30,
2024
2023
% Change
2024
2023
% Change
Revenue
Service revenue(1)
Commercial service revenue
Voice and data
$ 56,455
$ 54,957
3 %
$ 111,432
$ 107,405
4 %
IoT data(2)
41,609
34,561
20 %
81,064
66,511
22 %
Broadband(3)
13,478
14,028
-4 %
27,170
27,476
-1 %
Hosted payload and other data service(4)
14,425
15,096
-4 %
28,378
30,099
-6 %
Total commercial service revenue
125,967
118,642
6 %
248,044
231,491
7 %
Government service revenue(5)
26,500
26,500
— %
53,000
53,000
0 %
Total service revenue
152,467
145,142
5 %
301,044
284,491
6 %
Subscriber equipment
22,782
27,376
-17 %
47,650
69,052
-31 %
Engineering and support(6)
Commercial
1,520
1,737
-12 %
2,673
7,423
-64 %
Government
24,298
18,853
29 %
53,553
37,415
43 %
Total engineering and support
25,818
20,590
25 %
56,226
44,838
25 %
Total revenue
$ 201,067
$ 193,108
4 %
$ 404,920
$ 398,381
2 %
Operational EBITDA
Operational EBITDA
$ 114,043
$ 115,812
-2 %
$ 229,057
$ 227,760
1 %
Other
Capital expenditures(7)
$ 12,442
$ 22,382
$ 27,006
$ 45,287
Net debt(8)
$ 1,603,334
$ 1,392,919
Cash, cash equivalents and marketable securities
$ 63,541
$ 103,456
Term Loan, gross
$ 1,616,875
$ 1,496,375
Deferred financing costs
(15,911)
(15,339)
Term Loan, net
$ 1,600,964
$ 1,481,036
(1)
Service revenue consists of primarily subscription-based services which often generate a long-term recurring revenue stream from subscribers.
(2)
IoT data service provides a two-way short burst data transmission between Iridium Communications Inc.’s network and a telemetry unit, which may be located, for example, on a container in transit or a buoy monitoring oceanographic conditions.
(3)
Broadband is comprised of Iridium OpenPort® and Iridium Certus.
(4)
Hosted payload and other services consist primarily of services that do not have traditional billable subscribers. Hosted payload services consist of hosting and data services to our payload customers, Aireon and Harris. Other services include primarily Iridium Communications Inc.’s one-way satellite timing, location, and authentication services (STL) which provides position, navigation and timing technology.
(5)
Government service revenue consists of voice and IoT data subscription-based services provided to agencies of the U.S. government through prime contracts.
(6)
Engineering and support includes maintenance services to the U.S. government’s dedicated gateway and engineering services to assist customers in developing new technologies for use on Iridium Communications Inc.’s satellite system.
(7)
Capital expenditures based on cash spent in the respective period.
(8)
Net debt is calculated by taking the sum of the gross Term Loan and gross drawn Revolving Facility, less cash, cash equivalents and marketable securities.
Iridium Communications Inc.
Subscriber Highlights
(In thousands, except ARPU)
As of June 30,
2024
2023
% Change
Billable Subscribers (1) (2)
Commercial
Voice and data, IoT data and Broadband service
Voice and data
417
405
3 %
IoT data
1,837
1,578
16 %
Broadband (3)
16.8
16.1
4 %
Total commercial voice and data, IoT data
and Broadband service
2,271
1,999
14 %
Government
Voice and data and IoT data service
Voice and data
63
60
5 %
IoT data
79
81
-2 %
Total government voice and data and IoT
data service
142
141
1 %
Total billable subscribers
2,413
2,140
13 %
Three Months Ended June 30,
Six Months Ended June 30,
2024
2023
% Change
2024
2023
% Change
Net Billable Subscriber Additions
Commercial
Voice and data. IoT data and Broadband service
Voice and data
12
10
20 %
9
8
13 %
IoT data
71
77
-8 %
128
130
-2 %
Broadband
0.2
0.6
(67) %
0.2
1.1
-82 %
Total commercial voice and data, IoT data
and Broadband service
83
88
-5 %
137
139
-1 %
Government
Voice and data and IoT data service
Voice and data
1
—
NM
1
—
NM
IoT data
(4)
2
-285 %
(4)
2
-277 %
Total government voice and data and IoT
data service
(3)
2
-235 %
(3)
2
-227 %
Total net billable subscriber additions
80
90
-10 %
134
141
-5 %
Three Months Ended June 30,
Six Months Ended June 30,
2024
2023
% Change
2024
2023
% Change
ARPU (2) (4)
Commercial
Voice and data
$ 46
$ 46
— %
$ 45
$ 45
— %
IoT data
$ 7.70
$ 7.48
3 %
$ 7.62
$ 7.33
4 %
Broadband
$ 269
$ 296
(9) %
$ 271
$ 294
(8) %
(1)
Subscribers as of the end of the respective period.
(2)
Billable subscriber and ARPU data is not applicable for Hosted payload and other data service revenue items and is excluded from presentation above.
(3)
Broadband is comprised of Iridium OpenPort® and Iridium Certus.
(4)
Average monthly revenue per unit, or ARPU, is calculated by dividing revenue in the respective period by the average of the number of billable subscribers at the beginning of the period and the number of billable subscribers at the end of the period and then dividing the result by the number of months in the period.
Investor Contact:
Press Contact:
Kenneth Levy
Jordan Hassin
Iridium Communications Inc.
Iridium Communications Inc.
+1 (703) 287-7570
+1 (703) 287-7421
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SOURCE Iridium Communications Inc.
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Fractal’s focus on deepening customer relationships continues to yield good outcomes. Its clients collectively increased their spending with the company, as reflected in the Net Revenue Retention2 of 117% in Q1. Further, its Net Promoter Score (NPS) during the period stood at 77.
The company reported improved profit margins at all levels. Gross Margin in Q1 was at 46%, while Adjusted EBITDA Margin expanded by 189 bps YoY to 17%. Net Income grew 92% YoY to INR 723 m.
Commenting on the performance, Srikanth Velamakanni, Group CEO and Executive Vice-Chairman, said:
“Enterprises are putting real transformation budgets behind AI now and we’re seeing it directly in the size of the deals coming to us. TMT was the drag on our headline growth this quarter. Excluding TMT, our business grew 35% year on year, which is a better read on the underlying demand we’re seeing.
As data sovereignty becomes a bigger priority for governments and enterprises, and as open-weight models keep improving, clients need a partner who can work across models and infrastructure. We have invested heavily in our people, our research, and our own intellectual property to be that partner.”
1 Basis points = 1/100th of 1%
2 Net Revenue Retention in our Fractal.ai segment measures how effectively we retain and expand revenue from our existing clients over a defined period and is calculated by comparing the current period’s revenue from the clients who existed at the start of the period, with their revenue in the previous period – including the effects of upsells, cross-sells and contractions
About Fractal
Fractal Analytics Ltd (BSE: 544700) (NSE: FRACTAL) is a globally recognized pure-play enterprise AI company trusted by Fortune 500®-sized enterprises to power decision-making through AI services, solutions, and products, anchored by Cogentiq, its flagship agentic AI platform. With over 6,000 professionals across North America, EMEA, and Asia-Pacific, Fractal partners with business leaders to drive competitive differentiation for their organizations by embedding AI into critical decisions across business functions and industry verticals.
Fractal invests more than 6% of its revenue in AI R&D, supporting foundational AI research, product development, and IP creation that address both immediate client needs and long-term technological advancement. Fractal’s track record includes developing proprietary models and products such as Cogentiq Health – Vaidya.ai and Cogentiq Data Science – PiEvolve, as well as incubating and spinning out Qure.ai, a global healthcare AI leader focused on the rapid identification and management of tuberculosis, lung cancer, and stroke (or critical health conditions). Fractal’s suite of businesses consists of Asper.ai (a Revenue Growth Management product for CPG companies) and Analytics Vidhya (an Ed-tech platform).
For more information, go to www.fractal.ai.
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SOURCE Fractal Analytics Limited
Technology
Xryma Plc : Pre-Listing Liquidity Facility and Price Discovery Process
Published
59 minutes agoon
July 24, 2026By
NICOSIA, Cyprus, July 24, 2026 /PRNewswire/ — Xryma Plc (“Xryma”) announces its intention to reapply within the next twelve months for admission to list on Euronext Paris (“Euronext”), with such admission being subject to Euronext’s approval. Before submitting its application, Xryma intends to launch a pre-listing liquidity facility and price discovery process, comprising a private placement to institutional and qualified investors alongside a secondary market offer to Xryma existing shareholders (“shareholders”) wishing to exit prior to listing.
The admission referred to above that is subject to the approval of Euronext may also be subject to approval by relevant regulatory authorities, and no assurance can be given that approval will be granted or as to the timing of any admission.
The pre-listing liquidity facility and price discovery process is designed to:
Enable shareholders seeking an exit to participate without the need to open an EU brokerage account,Provide a clear and orderly opportunity for existing shareholders to sell all or part of their holdings ahead of any potential admission to trading on Euronext Paris,Enable shareholders to sell all or part of their holdings at the same price at which qualified and institutional investors subscribe for shares in the Company,Establish, through a bookbuild with qualified and institutional investors, a market-validated referenced price for Xryma shares ahead of any potential admission on Euronext Paris (the “Primary Market Placement Price”),Support orderly trading upon potential admission.
Individual shareholder mailouts explaining the details of the pre-listing liquidity facility scheme with instructions and necessary documentation will be conducted during August 2026.
As the Primary Market Placement Price is to be determined by the subsequent bookbuild, shareholders will be given the opportunity to set a floor price which will result in the sale of their shares if the Primary Market Placement Price is higher. Shareholders will receive the Primary Market Placement Price minus applicable fees.
Shareholders and Investors may be scaled back to match corresponding demand from the other party, with partial fulfilment a possibility if the Company cannot match supply to demand.
Completion of the process is subject to achieving a level of institutional and qualified investor demand that the Board considers appropriate to support an orderly market should Xryma subsequently be admitted to trading on Euronext Paris.
Participation is entirely voluntary. Shareholders who do not wish to sell will simply retain their shares. Shareholders that do not intend to participate should continue to onboard with a Euronext participating broker, or a Euroclear ESES custodian, per previous communications.
The major shareholders, SCP Select All Enterprise (Monaco) and SCP Red 5 Solutions (Monaco) will not participate in the offer and will be subject to lock up arrangements.
Mr Nikogiannis (John) Karantzis, CEO of Xryma Plc comments: “Our shareholders have told us they would value a straightforward way to realise their holdings without the time and cost of opening an EU brokerage account. This process is our response to that feedback. We are structuring the placement to be large enough to establish a credible reference price whilst limiting dilution, with demand directed first towards meeting shareholder sell interest. We look forward to updating the market on the revised timetable in due course.”
Shareholders seeking a more detailed explanation of the pre-listing liquidity facility and price discovery process, should refer to the guide available at https://www.xryma.com/investors
Important Information & Disclaimers
This press release may contain inside information within the meaning of Article 7(1) of Regulation (EU) 596/2014 (Market Abuse Regulation).
This publication is not for publication or distribution or release, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the United States and the District of Columbia), Canada, Australia, South Africa, Japan or any other jurisdiction where such an announcement would be unlawful. The distribution of this publication may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. No action has been taken that would permit an offering of the treasury shares or possession or distribution of this publication in any jurisdiction where action for that purpose is required.
This publication does not constitute or form part of an offer for sale or solicitation of an offer to purchase or subscribe for securities in the United States, Canada, Australia, South Africa, Japan or any other jurisdiction and the securities referred to herein have not been registered under the securities laws of any such jurisdiction. Any New Shares (if such are issued) will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or under the securities laws of any State or any other jurisdiction of the United States, and may not be offered or sold, directly or indirectly, in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of, the Securities Act and in compliance with all applicable securities laws of any State or any other jurisdiction of the United States. No public offering of securities is being made in the United States or in any other jurisdiction.
The information set forth herein must not be distributed in any jurisdiction where such distribution is unlawful, and any recipients are requested to inform themselves about and to observe such restrictions.
The Offering referred to herein by Xryma Plc will only be made in accordance with all applicable corporate and securities laws. Any shares referred to herein will exclusively be offered or sold in reliance on any applicable exemptions from prospectus or registration requirements in any jurisdiction. In member states of the European Economic Area, this publication is only addressed to and directed at persons who are ‘qualified investors’ within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (as amended and including any relevant delegated regulations, the “Prospectus Regulation”) or in any other circumstances falling within exemptions available in the relevant member state under Article 1(4) and/or 1(5) of the Prospectus Regulation. In the United Kingdom, this publication is only addressed to and directed at qualified investors within the meaning of the Prospectus Regulation, as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended (“EUWA”), who are persons (i) who have professional experience in matters relating to investments falling within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”), (ii) falling within article 49(2)(a) to (d) (high net worth companies, incorporated associations, etc.) of the Order, or (iii) to whom it may otherwise be lawfully communicated; any other persons in the United Kingdom should not take any action on the basis of this publication and should not act on or rely on it.
This publication does not constitute a recommendation concerning the prospective Offering. This announcement does not constitute an Offer or invitation to subscribe.
This announcement includes statements that are, or may be deemed to be, ‘forward looking statements’. These forward-looking statements can be identified by the use of forward looking terminology, including the terms ‘believes’, ‘estimates’, ‘anticipates’, ‘expects’, ‘intends’, ‘may’, ‘will’, or ‘should’ or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. By their nature, forward looking statements involve risk and uncertainty because they relate to future events and circumstances which may or may not occur. Many of these factors are beyond the control of the Company. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results and circumstances may vary materially from those described in this announcement as anticipated, believed, estimated or expected.
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