TIDMQED
RNS Number : 3588F
Quadrise PLC
07 July 2023
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE
UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
7 July 2023
Quadrise plc
(the "Company" and together with its subsidiaries the "Group" or
"Quadrise",)
Results of Placing, Open Offer Launch and Posting of
Circular
Quadrise Plc (AIM:QED), the supplier of innovative energy
solutions for a cleaner planet, is pleased to announce the
successful results of the Placing announced on 7 July 2023 and to
confirm the launch of the Open Offer to Qualifying
Shareholders.
The Company has conditionally raised total gross proceeds of
GBP1.1 million pursuant to the Placing of 88,000,000 Placing Shares
at the Placing Price of 1.25 pence per New Ordinary Share. The
gross proceeds of the Placing are expected to be supplemented by
additional gross proceeds of up to GBP2.2 million to be raised
pursuant to the Open Offer.
A circular containing detailed information about the Open Offer,
including the terms and conditions and details on how to accept the
Open Offer (the "Circular") and an accompanying Application Form
(for Qualifying Non-CREST Shareholders) will shortly be posted to
Shareholders.
A copy of the Circular will shortly be available from the
Company's website at www.quadrise.com .
Capitalised terms used but not otherwise defined in this
announcement bear the meanings ascribed to them in the
Circular.
Open Offer
Pursuant to the Open Offer, Qualifying Shareholders will have an
opportunity to subscribe for an aggregate of 175,863,121 new
Ordinary Shares (the "Open Offer Shares") at 1.25 pence per Open
Offer Share on the basis of:
1 Open Offer Share for every 8 Existing Ordinary Shares held on
the Record Date
In addition, the Open Offer presents Qualifying Shareholders
with an opportunity, provided that they take up their Basic
Entitlements in full, to apply for additional Open Offer Shares
through the Excess Application Facility. The Open Offer is not
underwritten.
If Qualifying Shareholders do not take up all of the Open Offer
Shares, the Company and the Bookrunners may agree (without any
obligation to do so) that the Bookrunners should use their
reasonable efforts to procure subscribers for such Open Offer
Shares at the Issue Price. There is no guarantee that this will
occur or that the Bookrunners would be successful in so procuring
any subscribers for such Open Offer Shares.
Further details of the Open Offer are set out in the extract
from the 'Letter from the Chairman of the Company' below, together
with the expected timetable.
Director Placing participation and intended Open Offer
participation
The following Directors and PDMRs of the Company have
participated in the Placing or intend to participate in the Open
Offer as follows:
Number of Number of Number of Ordinary Total number Number of Ordinary
Existing Placing Shares Shares held Open Offer Shares held
Ordinary subscribed on First Admission Shares to be on Second Admission**
Director/PDMR Shares for applied for*
Andy Morrison 700,000 2,400,000 3,100,000 - 3,100,000
--------- ---------------- ------------------- ------------- ----------------------
Jason Miles 3,905,988 0 3,905,988 400,000 4,305,988
--------- ---------------- ------------------- ------------- ----------------------
Laurie Mutch 522,107 0 522,107 160,000 682,107
--------- ---------------- ------------------- ------------- ----------------------
Philip Snaith 506,649 0 506,649 240,000 746,649
--------- ---------------- ------------------- ------------- ----------------------
David Scott 30,309 0 30,309 80,000 110,309
--------- ---------------- ------------------- ------------- ----------------------
Philip Hill - 160,000 160,000 - 160,000
--------- ---------------- ------------------- ------------- ----------------------
* consisting in the case of all participating Directors/PDMRs of
100% uptake of their Basic Entitlements under the Open Offer and
additional applications by each for Excess Shares under the Excess
Application Facility.
** assuming that the applications of participating
Directors/PDMRs for Excess Shares under the Excess Application
Facility are satisfied in full.
The notification below, made in accordance with the requirements
of the Market Abuse Regulation (EU) No. 596/2014 as it forms part
of UK domestic law by virtue of the European Union (Withdrawal) Act
2018 and as modified by or under the European Union (Withdrawal)
Act 2018 or other domestic law, provides further detail.
Admission and dealings
The Placing Shares and the Open Offer Share will, when issued,
be credited as fully paid and will rank pari passu in all respects
with each other and with the Existing Ordinary Shares.
Application has been made to the London Stock Exchange for the
Placing Shares and Open Offer Shares to be admitted to trading on
AIM. Settlement for the Placing Shares is expected to take place on
or around 8.00 a.m. on 12 July 2023 ("First Admission") (or such
later date as may be agreed between the Bookrunners, Cenkos and the
Company). Settlement for the Open Offer Shares is expected to take
place on or around 8.00 a.m. on 26 July 2023 ("Second Admission")
(or such later date as may be agreed between the Bookrunners,
Cenkos and the Company).
The Placing is conditional, inter alia, upon First Admission
becoming effective and the Placing Agreement between the Company,
the Bookrunners and Cenkos not being terminated in accordance with
its terms. The Open Offer is conditional, inter alia, upon First
Admission and Second Admission becoming effective.
Total voting rights
On First Admission, the Company will have a total of
1,494,904,968 Ordinary Shares in issue, with no Ordinary Shares
held in treasury. Therefore, following First Admission, this figure
may be used by Shareholders as the denominator for the calculations
by which they determine if they are required to notify their
interest in, or a change in their interest in, the Company under
the Disclosure Guidance and Transparency Rules of the Financial
Conduct Authority.
For further information contact:
Quadrise Plc +44 (0)20 7031 7321
Andy Morrison, Chairman
Jason Miles, Chief Executive Officer
Nominated Adviser
Cenkos Securities plc +44 (0)20 7397 8900
Ben Jeynes
Katy Birkin
Joint Brokers
Shore Capital Stockbrokers Limited +44 (0)20 7408 4090
Toby Gibbs, Rachel Goldstein (Corporate
Advisory)
Fiona Conroy (Corporate Broking)
VSA Capital Limited
Andrew Raca (Corporate Finance)
Andrew Monk (Corporate broking) +44 (0)20 3005 5000
Public & Investor Relations
Vigo Consulting
Patrick D'Ancona
Charlie Neish +44 (0)20 7390 0230
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Record Date for the Open Offer 6.00 p.m. on 6 July
2023
Announcement of the Placing 7 July 2023
Announcement of results of the Placing and launch 7 July 2023
of the Open Offer
Publication and posting of the Circular and the 10 July 2023
Application Form
Existing Ordinary Shares marked 'ex' by London 8.00 a.m. on 10
Stock Exchange July 2023
Open Offer Entitlements and Excess CREST Open as soon as practicable
Offer Entitlements credited to stock accounts after
in CREST of Qualifying CREST Shareholders 8.00 a.m. on 11
July 2023
First Admission effective and dealing in the Placing 8.00 a.m. on 12
Shares commence on AIM July 2023
CREST accounts credited in respect of Placing 12 July 2023
Shares
Recommended latest time for requesting withdrawal 4.30 p.m. on 19
of Open Offer July 2023
Entitlements and Excess CREST Open Offer Entitlements
from
CREST
Latest time for depositing Open Offer Entitlements 3.00 p.m. on 20
and Excess July 2023
CREST Open Offer Entitlements into CREST
Latest time for splitting Application Forms (to 3.00 p.m. on 21
satisfy bona fide market July 2023
claims only)
Latest time and date for receipt of completed 11.00 a.m. on 25
Application Forms and payment in full under the July 2023
Open Offer and settlement of relevant CREST instructions
(as appropriate)
Expected date of announcement of the results of 25 July 2023
the Open Offer
Second Admission effective and dealings in the 8.00 a.m. on 26
Open Offer Shares commence on AIM July 2023
CREST accounts credited in respect of Open Offer 26 July 2023
Shares
Share certificates dispatched for the Fundraising 9 August 2023
Shares to be held in certificated form by
The dates and timing of the events in the above timetable are
indicative only and may be subject to change at the absolute
discretion of the Company. If any of the details contained in the
timetable above should change, the revised times and dates will be
notified by means of an announcement through a Regulatory
Information Service. All references are to London time unless
stated otherwise.
Open Offer
Qualifying Shareholders are invited to apply for Open Offer
Shares under the Open Offer at the Issue Price of 1.25 pence per
Open Offer Share, payable in full on application and free of all
expenses, pro rata to their existing shareholdings on the basis
of:
1 Open Offer Share for every 8 Existing Ordinary Shares
held at the Record Date and so on in proportion for any other
number of Existing Ordinary Shares then held. Open Offer
Entitlements will be rounded down to the nearest whole number of
Open Offer Shares. The Issue Price represents a discount of 34.2
per cent. to the closing mid-market price of 1.90 pence per
Existing Ordinary Share on 6 July 2023, being the last practicable
date prior to this announcement.
Qualifying Shareholders are also being given the opportunity,
provided that they take up their Open Offer Entitlements in full,
to apply for additional Open Offer Shares through the Excess
Application Facility. Once subscriptions under the Open Offer
Entitlements have been satisfied in full, the Company shall, in its
absolute discretion, determine whether to meet any excess
applications in full or in part, and no assurance can be given that
applications by Qualifying Shareholders under the Excess
Application Facility will be met in full or in part or at all.
To the extent that Open Offer Shares are not subscribed by
Qualifying Shareholders, Open Offer Entitlements will lapse.
Qualifying Shareholders may apply for more or less Open Offer
Shares than they are entitled to under the Open Offer.
The Open Offer is subject to the satisfaction, inter alia, of
the following conditions on or before 26 July 2023, or such later
date as the Company and the Bookrunners may agree:
(i) the Placing and Open Offer Agreement becoming unconditional
in all respects in relation to the Open Offer and not having been
terminated in accordance with its terms; and
(ii) Admission becoming effective.
Accordingly, in the event that any of these conditions are not
satisfied, or, if applicable, waived, by 26 July 2023 (or such
later time as the Bookrunners and the Company may in their absolute
discretion determine provided that such time does not extend beyond
5.00 pm on 9 August 2023) the Open Offer will not proceed. In such
circumstances, application monies will be returned (at the
applicant's sole risk), without payment of interest, as soon as
practicable thereafter.
Fractions of Open Offer Shares will not be allotted to
Qualifying Shareholders in the Open Offer and, where necessary,
entitlements under the Open Offer will be rounded down to the
nearest whole number of Open Offer Shares. Any fractional
entitlement to Open Offer Shares will be disregarded in calculating
Open Offer Entitlements.
Whilst Qualifying Shareholders with a shareholding of less than
8 Existing Ordinary Shares on the Record Date will not receive an
Open Offer Entitlement, such Qualifying Shareholders will be able
to apply for Open Offer Shares under the Excess Application
Facility.
The participation of a Qualifying Shareholder in their Open
Offer Entitlement and any Excess Shares under the Excess
Application Facility does not guarantee that their percentage
shareholding will not be diluted from the position prior to the
Placing and Open Offer as a result of the issue of the Placing
Shares.
The Open Offer Shares have not been and are not intended to be
registered, offered or qualified for sale in United States, Canada,
Australia, New Zealand, the Republic of South Africa or Japan or
any other jurisdiction where such registration, offer or salle
would be prohibited by applicable law (any such jurisdiction being
an Excluded Jurisdiction). The securities referred to herein have
not been and will not be registered under the US Securities Act of
1933, as amended, and may not be offered or sold in the United
States, except pursuant to an applicable exemption from
registration. No public offering of securities is being made in the
United States or other Excluded Jurisdiction. Accordingly, unless
otherwise determined by the Company and effected by the Company in
a lawful manner, the Application Form will not be sent to
Qualifying Non-CREST Shareholders with registered addresses in any
Excluded Jurisdiction since to do so would require compliance with
the relevant securities laws of that jurisdiction. Unless otherwise
determined by the Company applications for the Open Offer from any
person in an Excluded Jurisdiction will be deemed to be
invalid.
The Open Offer Shares will, when issued and fully paid, rank
pari passu in all respects with the Existing Adjusted Ordinary
Shares, including the right to receive all dividends and other
distributions declared, made or paid after the date of Second
Admission.
Qualifying Shareholders should note that the Open Offer is not a
rights issue and therefore the Open Offer Shares which are not
applied for by Qualifying Shareholders will not be sold in the
market for the benefit of the Qualifying Shareholders who do not
apply under the Open Offer. Qualifying Non-CREST Shareholders
should note the Application Form is not a document of title and
cannot be traded or otherwise transferred.
Risk Factors
The attention of Shareholders is drawn to the risk factors set
out in Part III of the Circular.
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS
DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY
ASSOCIATED WITH THEM
1 Details of the person discharging managerial responsibilities/person
closely associated
a) Name 1. Andrew Morrison
2. Phil Hill
------------------------------- ---------------------------------------
2 Reason for notification
------------------------------- ---------------------------------------
a) Position/Status 1. Non-Executive Chairman
2. Chief Operating Officer
------------------------------- ---------------------------------------
b) Initial notification/amendment Initial notification
------------------------------- ---------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
------------------------------------------------------------------------
a) Name Quadrise plc
------------------------------- ---------------------------------------
b) LEI 213800HN2ETG5476U328
------------------------------- ---------------------------------------
4 Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
------------------------------------------------------------------------
a) Description of the Ordinary shares of 1 pence each
financial instrument,
type of instrument ISIN: GB00BM9CLS53
and identification
code
------------------------------- ---------------------------------------
b) Nature of transaction Subscription for Placing Shares
------------------------------- ---------------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
1.25 pence 2,400,000
1.25 pence 160,000
------------------------------- ---------------------------------------
d) Aggregated information n/a
------------------------------- ---------------------------------------
e) Date of transaction 7 July 2023
------------------------------- ---------------------------------------
f) Place of transaction Outside of a trading venue
------------------------------- ---------------------------------------
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