RM plc (LON:RM), a leading global education technology, digital learning and assessment solutions provider, has announces a proposed placing to raise proceeds of approximately £13.5 million (before expenses) through the issue of new ordinary shares of 2 2/7 pence each in the capital of the Company at a price of 95 pence per Placing Share.
Placing highlights
● Placing to raise approximately £13.5 million (before expenses) through the issue of the Placing Shares at a price of 95 pence per Placing Share.
● The Placing Price represents a discount of 5 per cent. to the closing middle market price of 100 pence per Ordinary Share on 9 October 2025, being the latest practicable date prior to the publication of this Announcement.
● The net proceeds of the Placing will be deployed to (i) complete the separation work required to facilitate disposals by the Group of non-core assets; (ii) strengthen RM Ava and accelerate its development through capital investment; (iii) invest in RM Assessment’s sales and marketing capability; and (iv) general working capital purposes.
● Certain directors of the Company intend to participate in the Placing pursuant to the terms and conditions of the Placing as set out in the appendix to this Announcement. The Appendix forms part of this Announcement.
● The final number of Placing Shares to be placed will be determined by Singer Capital Markets, in consultation with the Company, at the close of the Bookbuilding Process (each as defined below) and the result will be announced as soon as practicable thereafter. The timing for the close of the Bookbuilding Process and the allocation of the Placing Shares will be determined together by Singer Capital Markets and the Company.
● The Placing is not conditional upon the approval by the Company’s shareholders.
● The Placing is subject to the terms and conditions set out in the Appendix.
● The Placing is not being underwritten.
Singer Capital Markets Securities Limited is acting as sole bookrunner and sole broker in connection with the Placing. Singer Capital Markets will commence a bookbuilding process in respect of the Placing immediately following the publication of this Announcement.
Background to and reasons for the Placing
As set out in its interim results for the six month period ended 31 May 2025, the Company is highly focussed on positioning RM for sustainable, long-term growth. The Company set out the Group’s strategic roadmap to create a simpler, more profitable business following a detailed review of RM’s portfolio to identify core areas of the Group’s business which were best placed to capitalise on the substantial EdTech opportunities.
The Company continues to experience positive momentum following the Group’s turnaround, having strengthened operations through a new management team, major restructuring and strategic new hires, as well as having identified and delivered £20 million of annualised cost savings across the Group.
The Group’s three business divisions comprise Assessment, TTS (Technical Teaching Solutions) and Technology.
The Group’s Assessment division has been identified as the Group’s core asset and the market shift to digital education and assessment is driving this material growth phase as evidenced by recent new contract wins.
The global EdTech market is forecast to increase by $170.8 billion at a compound annual growth rate of 15.9 per cent. between 2024 and 2029 (source: Technavio). RM Assessment’s current focus area has a $10.0 billion target addressable market, projected to reach $30.0 billion by 2029 – 2033.
RM Assessment has a core of high-quality customers who have been with the business for many years and revenue from these core customers has grown at an average compound annual growth rate of 8.9 per cent. since 2018.
The division has experienced positive momentum following the Group’s strategic turnaround, having more than doubled its contracted order book to £95.7 million as at 30 November 2024 compared to £40.8 million as at 30 November 2023, with continued momentum in 2025 reflected in a 96 per cent. retention rate in respect of contract renewals. Significantly, RM Assessment has won major long-term contracts with International Baccalaureate (IB) and Cambridge University Press & Assessment (CUPA), to partner with them on their journey to fully digitalised assessments. As at HY25, RM Assessment’s contracted order book stood at approximately £100 million, with visibility of a further approximately £100 million of future revenues from existing contracts via negotiated contact extensions and soft backlog.
In June 2025, the Company launched RM Ava, a single platform spanning the full assessment lifecycle for both small and enterprise customers, to capitalise on the positive momentum driven by the market shift to digital education and assessment. The Company continues to develop RM Ava as a strategic priority to capture new business opportunities, expand gross margins and to unite core solutions into one world-leading digital accreditation platform.
The majority of the net proceeds of the proposed Placing will be used as capital investment into RM Ava’s development and to invest in sales and marketing capability to drive its growth, with the aim of doubling RM Assessment’s current revenues and delivering an EBITDA margin of over 20 per cent. in the medium term.
Further, in order to achieve the Company’s strategy of creating a high-growth pureplay assessment business, the board of directors of the Company intends to simplify the Group’s business, and dispose of non-core assets. In order to facilitate this simplification, diligent separation work must be undertaken to streamline structures by removing the need for shared processes and systems that add complexity and cost and untangling legacy IT complexity such that each division can adopt technology that suits it. Therefore, part of the proceeds of the Placing will be used to invest in the legal and operational separation of the Group’s three divisions. Cost savings from separation are expected to generate a reduction of approximately 10 per cent. (approximately £3 million) in corporate overheads by the end of 2027.
The balance of the net proceeds of the Placing will be used for general working capital purposes.
Use of net proceeds
The net proceeds of the Placing will be used as follows:
● £2 million – £3 million – to complete the separation work required to facilitate disposals of non-core assets and enable future cost savings;
● approximately £6 million – to strengthen RM Ava and accelerate its development, enabling growth and bolstering the competitive position of the core RM Assessment division through capital investment;
● approximately £1 million – to invest in RM Assessment’s sales and marketing capability to help achieve the Company’s growth ambitions; and
● £2 million – £3 million – for general working capital purposes and balance sheet flexibility.
Details of the Placing
RM Plc is proposing to raise approximately £13.5 million (before commissions, fees and expenses) by means of the Placing. The aggregate net proceeds after costs related to the Placing are expected to be approximately £12.8 million.
The Appendix sets out further information relating to the Bookbuilding Process and the terms and conditions of the Placing. Persons who have chosen to participate in the Placing, by making an oral, electronic or written offer to acquire Placing Shares, will be deemed to have read and understood this Announcement in its entirety (including the Appendix) and to be making such offer on the terms and subject to the conditions herein, and to be providing the representations, warranties, agreements, acknowledgements and undertakings contained in the Appendix.
Singer Capital Markets will commence the Bookbuilding Process immediately following the publication of this Announcement. The number of Placing Shares to be issued will be determined at the close of the Bookbuilding Process. The book will open with immediate effect following this Announcement. The timing of the closing of the Bookbuilding Process and allocations are at the absolute discretion of Singer Capital Markets and the Company. Details of the number of Placing Shares will be announced as soon as practicable after the close of the Bookbuilding Process. The Placing is not being underwritten.
Admission, settlement and CREST
Application will be made to the London Stock Exchange for admission of the Placing Shares to listing in the equity shares (commercial companies) category of the Official List of the Financial Conduct Authority and to trading on London Stock Exchange plc’s main market for listed securities.
Settlement for the Placing Shares and Admission are expected to take place on or around 8.00 a.m. on 14 October 2025.
The Placing is conditional upon, among other things, the placing agreement between the Company and Singer Capital Markets not being terminated in accordance with its terms, and Admission becoming effective.
The Placing Shares, when issued, will be fully paid and will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of issue.
