Corporate News

Northcoders Group plc, an independent provider of training programmes for software coding, is delighted to announce its proposed admission to trading on AIM (the "Admission") and placing and subscription, conditional on Admission (the "Fundraising"), of 1,944,444 new ordinary shares of one penny each ("Ordinary Shares"), at a price of 180 pence per share (the "Placing Price").

The Fundraising will raise a total of £3.5 million (before expenses).  WH Ireland Limited ("WH Ireland") and Peterhouse Capital Limited ("Peterhouse") have acted as joint placing agents.  WH Ireland is acting as Nominated Advisor and Broker to the Company.

Admission and commencement of dealings on AIM are expected to take place at 8 a.m. on 27 July 2021, under the ticker CODE.  Based on the Placing Price, the market capitalisation of the Company will be £12.5 million on Admission.  On Admission, the Company will have 6,944,445 Ordinary Shares in issue and a free float of approximately 29.6 per cent.

The Directors believe that the Company's admission to AIM will allow the Company to access the capital it needs to facilitate its stated growth strategy, particularly enabling it to roll out its model geographically with an additional hub in Birmingham and the opening of two other regional hubs in 2022.

OVERVIEW OF NORTHCODERS

Northcoders, headquartered in Manchester, is an independent provider of training programmes for software coding.  It offers a range of training and software development solutions to individual and corporate customers.  The Company's offering includes 'bootcamp' training courses, government funded apprenticeships, bespoke training courses and software development solutions.  The Company operates a hybrid delivery model by providing its services in person, at one of Northcoders' regional office 'hubs' currently located in Manchester and Leeds, and digitally via its online platform.

Key attributes of the Northcoders' business are as follows:

·    A balanced business model

Northcoders derives its business from both private individuals and corporate clients and its courses are delivered through a combination of classroom and online teaching.  The courses are typically paid for in advance by private individuals.  Alternatively, they are paid for over the duration of the course via government funded apprenticeships or on agreed terms with student finance providers or with corporate customers.  The Group became a direct apprenticeship provider in December 2020, and enrolled students on its first direct apprenticeships in January 2021.  This has opened up a significant opportunity to grow revenues in an area which is already receiving and is expected to continue to receive substantial government support.

·    Market leading services and a strong brand

Northcoders provides flexible and extensive services, offering core training programmes alongside bespoke training solutions delivered in-person and online to meet the needs of customers.  Courses cover a comprehensive range of coding languages including Node.js, SQL and DOM.  Courses are typically oversubscribed and to ensure that the quality is maintained there are stringent entry requirements.

Northcoders enjoys high levels of customer satisfaction and has a 4.9/5 star Feefo rating.  The Northcoders' brand is supported by over 250 companies who have hired a Northcoder graduate.  These companies are classified as hiring partners by Northcoders.  Many of these hiring partners have repeatedly hired Northcoders' graduates.  As a result, approximately 95 per cent. of students have to date found employment within 44 days of completing a Northcoders' training course.

·    A proven, flexible and scalable platform

The Company has an established presence in Manchester and Leeds which is complemented by a proven online offering and which together provide flexibility for students.  In addition to the increased delivery of content online, Northcoders' own proprietary IP in its platform has enabled the Group to streamline and automate elements of its course delivery which allows the model to be easily scaled-up.

·    Strong growth drivers

The UK Commission for Employment and Skills estimates that 1.2 million new technically skilled people are needed by 2022 to satisfy future skills needs in the UK.  The Directors believe that Covid-19 has accelerated the digital transformation, increasing the demand for technically skilled people which is recognised by the government through its funding initiatives.

·    A clear growth strategy

The Directors' strategy is to scale-up the Group's hybrid delivery model through a roll out of further regional hubs. Initial target areas for new hubs include Birmingham, Liverpool, Newcastle and Sheffield with the ultimate goal of creating a substantial network of Northcoders hubs across the UK.

In addition to geographical expansion, the Directors believe that there is the opportunity to further develop the corporate solutions division which provides software development solutions to meet the specific requirements of corporate customers.

·    A fully accredited apprenticeship provider

The Group is a fully accredited apprenticeship provider having acquired the relevant accreditation in December 2020.

Chris Hill, Chief Executive Officer of Northcoders, commented: "We are delighted with the support that Northcoders has received for the Group's IPO on the AIM market of the London Stock Exchange and would like to welcome our new shareholders as they join our growth journey.  Thanks must also go to all of our team who have played a pivotal role in our success to date.

"There's no doubt that Northcoders is in an exciting period, particularly as we move away from the pandemic with the demand for digital training having never been stronger in the UK.  The government has clearly signalled its support for improving access to all forms of education, especially through apprenticeships like ours, and our differentiated business offering is proving attractive to individuals and corporate clients alike.

"As we continue our strategy to expand across our homeland in the North of England, and indeed look at broader opportunities across the UK, the Board and I are confident in our ability to deliver significant shareholder value."

FOR FURTHER ENQUIRIES:

BOARD OF DIRECTORS

Sandy Lindsay, Non-executive Chair

Awarded an MBE in 2015 for services to business and young people, Sandy is the founder and chair of Tangerine, one of the UK's leading communications agencies, working with some of the world's leading brands, including Ideal Standard, Vimto, Garmin and Pizza Hut.  In 2012 Sandy established a multi award winning apprentices' academy, The Juice Academy, to help plug the digital skills gap in the North West and has so far created almost 300 digital marketing jobs for young people in the region. Sandy chairs skills groups for the Institute of Directors and the North West Business Leadership Team, is on the Business Leadership Council for Teach First and Vice Chair for Forever Manchester.

Chris Hill, Chief Executive Officer

Chris founded Northcoders in 2016 after experiencing first-hand the challenges businesses face in hiring competent, work-ready software engineers in his previous role at Sky.  Prior to Northcoders, Chris was a software developer working for companies of various sizes and across a number of business sectors. Chris' commercial experience in software development helps to shape the Northcoders curriculum and to understand the high level requirements of Northcoders' most innovative programmes.

Amul Batra, Chief Operating Officer

Prior to joining Northcoders as Director in 2018, Amul spent 20 years in the music industry, latterly as managing director of Fwinki Music, a music management and consultancy company.  He left music to set up a technology start-up and elected to sign up to Northcoders first-ever cohort as part of that process. During his time as a student, Amul was attracted by the wider Northcoders business proposition and became an early investor in Northcoders.  He is responsible for critical account business development and has played a vital role in securing many of Northcoders contracts with businesses.

Charlotte Prior, Chief Financial Officer

Charlotte joined Northcoders in August 2018.  She has over eight years' experience in finance roles ranging from the construction industry to a registered charity.  Charlotte is responsible for managing the financial aspects of the Company, alongside HR and company secretarial matters.  She also ensures that management and the Board have all of the information that they need to plan and make informed managerial and strategic decisions.

Nick Parker, Non-executive Director

Nick, a qualified chartered accountant, is an experienced public company director with strong financial acumen obtained over 30 years working with public and private companies.  Previous roles have included being chief executive officer of Sheffield Wednesday Football Club plc and Chief Financial Officer of Dyson Group plc and Wandisco plc, the latter of which he took to IPO in 2011.  Nick has been working with Northcoders for the last year and was appointed a Non-Executive Director of the Company on 21 July 2021.

Forward looking statements

All statements other than statements of historical fact, contained in this announcement constitute "forward looking statements". In some cases forward looking statements can be identified by terms such as "may", "intend", "might", "will", "should", "could", "would", "believe", "forecast", "anticipate", "expect", "estimate", "predict", "project", "potential", or the negative of these terms, and similar expressions. Such forward looking statements are based on assumptions and estimates and involve risks, uncertainties and other factors which may cause the actual results, financial condition, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements. Except as required by the AIM Rules for Companies, the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement to reflect any change in the Group's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. New factors may emerge from time to time that could cause the Company's business not to develop as it expects, and it is not possible for the Company to predict all such factors. Given these uncertainties, prospective investors are cautioned not to place any undue reliance on such forward-looking statements except as required by law.

Important Information

The contents of this announcement, which has been prepared by and is the sole responsibility of Northcoders Group plc, have been approved by WH Ireland solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 (as amended).

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.

This announcement is not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada Japan, South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The distribution of this announcement may be restricted by law and persons into whose possession any 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.

This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for, or otherwise invest in, securities in the United States, Australia, Canada, Japan or South Africa or any other jurisdiction where it is prohibited to do. The Ordinary Shares referred to herein have not been, and will not be, registered under the United States Securities Act of 1933 (the "Securities Act"). The Ordinary Shares may not be offered or sold in the United States except pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act. There will be no public offer of securities in the United States or in any other jurisdiction.

In any member state of the European Economic Area ("EEA") this announcement and any offer if made subsequently is, and will be, directed only at persons who are "qualified investors" within the meaning of the Prospectus Regulation (Regulation (EU) 2017/1129). In addition, in the United Kingdom, this announcement is being distributed only to, and is directed only at, (a) those persons subscribing for Ordinary Shares pursuant to the Subscription and (b) qualified investors who are (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order, and (iii) certified sophisticated investors falling within the meaning of Article 50 of the Order and (IV) persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). This announcement must not be acted on or relied on (i) in the United Kingdom, by persons who are not relevant persons, and (ii) in any member state of the EEA other than the United Kingdom, by persons who are not qualified investors. Any investment or investment activity to which this announcement relates is available only to (i) in the United Kingdom, relevant persons, and (ii) in any member state of the EEA other than the United Kingdom, qualified investors and will be engaged in only with such persons.

Any subscription or purchase of the Ordinary Shares in the possible Admission should be made solely on the basis of information contained in the Admission Document which may be issued by the Company in connection with the Admission. The information in this announcement is subject to change. Before subscribing for or purchasing any Ordinary Shares, persons viewing this announcement should ensure that they fully understand and accept the risks which will be set out in the Admission Document if published. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. This announcement shall not form the basis of or constitute any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any shares in the Company or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor.

The date of Admission may be influenced by a variety of factors which include market conditions.  The Company may decide not to go ahead with the Admission and there is therefore no guarantee that the Admission Document will be published or that Admission will occur. Potential investors should not base their financial decision on this announcement. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested.

 Persons considering making investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning a possible offer. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of a possible investment.

Nothing contained herein constitutes or should be construed as (i) investment, tax, accounting or legal advice; (ii) a representation that any investment or strategy is suitable or appropriate to your individual circumstances; or (iii) a personal recommendation to you.

WH Ireland is acting exclusively for the Company and no-one else in connection with the possible Admission. They will not regard any other person as their respective clients in relation to the possible Admission and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the possible Admission, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

WH Ireland is authorised and regulated by the FCA in the United Kingdom, is registered in England & Wales with company number 02002044 and is a member of the London Stock Exchange. WHIreland and the WHIreland logo are registered trademarks.

Peterhouse is acting exclusively for the Company and no-one else in connection with the possible Admission. They will not regard any other person as their respective clients in relation to the possible Admission and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the possible Admission, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

None of WH Ireland, Peterhouse or any of their respective affiliates or any of their or their affiliates' directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith.

For the avoidance of doubt, the contents of the Company's websites (or any other website operated by or on behalf of the Company and/or its subsidiaries) are not incorporated by reference into, and do not form part of, this announcement.

This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "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. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Group's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group's business, results of operations, financial position, liquidity, prospects, growth and strategies. Forward-looking statements speak only as of the date they are made.

In light of these risks, uncertainties and assumptions, the events in the forward-looking statements may not occur or the Company's or the Group's actual results, performance or achievements might be materially different from the expected results, performance or achievements expressed or implied by such forward-looking statements. None of WH Ireland, Peterhouse, the Company or any member of the Group, or any of such person's affiliates or any of their or their affiliates' directors, officers, employees, advisers or agents undertake to update, review or revise any such forward-looking statement or any other information contained in this announcement, except to the extent required by applicable law.

INFORMATION TO DISTRIBUTORS

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Company's shares have been subject to a product approval process, which has determined that the Company's shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Company's shares may decline and investors could lose all or part of their investment; the Company's shares offer no guaranteed income and no capital protection; and an investment in the Company's shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the possible Admission

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Company's shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Company's shares and determining appropriate distribution channels.