TIDMQED
RNS Number : 1544H
Quadrise PLC
25 July 2023
THIS ANNOUNCEMENT AND THE INFORMATION HEREIN (THE
"ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE,
TRANSMISSION, DISTRIBUTION OR FORWARDING DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA,
THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN
WHICH SUCH PUBLICATION, TRANSMISSION, RELEASE, DISTRIBUTION OR
FORWARDING WOULD BE UNLAWFUL. THIS ANNOUNCEMENT SHOULD BE READ IN
ITS ENTIRETY, IN PARTICULAR, PERSONS RECEIVING THIS ANNOUNCEMENT
SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE
"IMPORTANT NOTICES" SECTION OF THIS ANNOUNCEMENT.
FURTHER, THIS ANNOUNCEMENT IS MADE FOR INFORMATION PURPOSES ONLY
AND DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR SOLICITATION
TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE SHARES IN QUADRISE PLC
IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD
BE UNLAWFUL.
THE SECURITIES DISCUSSED HEREIN ARE NOT AND WILL NOT BE
REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED
STATES, UNLESS REGISTERED UNDER THE SECURITIES ACT, OR PURSUANT TO
AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, REGISTRATION
UNDER THE SECURITIES ACT. NO PUBLIC OFFERING OF THE SECURITIES
DISCUSSED HEREIN IS BEING MADE IN THE UNITED STATES AND THE
INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFERING OF
SECURITIES FOR SALE IN THE UNITED STATES AND THE COMPANY DOES NOT
CURRENTLY INT TO REGISTER ANY SECURITIES UNDER THE SECURITIES
ACT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF EU REGULATION 596/2014 AS IT FORMS PART OF DOMESTIC
LAW IN THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018, AS AMED. UPON THE PUBLICATION OF THIS
ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE
INFORMATION WILL BE CONSIDERED TO BE IN THE PUBLIC DOMAIN.
25 July 2023
Quadrise plc
(the "Company" and together with its subsidiaries the "Group" or
"Quadrise")
Results of Open Offer
Quadrise Plc (AIM: QED), the supplier of innovative energy
solutions for a cleaner planet, announces the results of its Open
Offer. The Open Offer to Qualifying Shareholders was announced by
the Company on 7 July 2023 and closed for acceptances, in
accordance with its terms, at 11.00 a.m. on 25 July 2023.
The Company is pleased to announce that it has received valid
acceptances and excess applications from Qualifying Shareholders
for a total of 67,573,855 Open Offer Shares under the Open Offer,
representing approximately 38 per cent. of the 175,863,121 Open
Offer Shares available under the Open Offer.
As a result, and subject to Second Admission becoming effective,
67,573,855 Open Offer Shares will be issued in connection with the
Open Offer, raising GBP0.84 million (before expenses) for the
Company at an Issue Price of 1.25 pence per Open Offer Share. As a
consequence, the Placing announced on 7 July 2023 and the Open
Offer will have raised, at the Issue Price, GBP1.94 million (before
expenses) for the Company.
Capitalised terms used but not otherwise defined in this
announcement bear the meanings ascribed to them in the circular
posted to shareholders on 10 July 2023.
Director participation in the Open Offer
The following Directors and PDMRs of the Company have
participated in the Open Offer, as follows:
Number of Number Number of Ordinary Number of Ordinary
Existing of Placing Shares held on Number of Open Shares held on
Ordinary Shares subscribed First Admission Offer Shares Second Admission**
Director/PDMR Shares for subscribed for
Jason Miles 3,905,988 0 3,905,988 488,248 4,394,236
--------- ------------------- ------------------ --------------- -------------------
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
--------- ------------------- ------------------ --------------- -------------------
The notifications below, made in accordance with the
requirements of the EU Market Abuse Regulation (2014/596/EU) as it
forms part of United Kingdom 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 Open Offer Shares 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, i ncluding the right to receive
all dividends and other distributions declared, made or paid after
the date of Second Admission. Application has been made to the
London Stock Exchange for the Open Offer Shares to be admitted to
trading on AIM ( "Admission"). Settlement and dealings for the Open
Offer Shares and Second Admission are expected to take place on or
around 8.00 a.m. on 26 July 2023.
Total voting rights
Following Second Admission, the Company will have a total of
1,562,478,823 Ordinary Shares in issue, with no Ordinary Shares
held in treasury. Therefore, following Second Admission, this
figure may be used by shareholders of the Company 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 ("FCA").
Jason Miles, CEO of Quadrise commented:
"We are pleased with this Open Offer result and wish to thank
our loyal shareholders for their support. These proceeds, together
with the GBP1.1m raised in the placing, are forecast to extend the
Company's cash runway into Q3 2024, by which time we expect our
projects to be generating revenues . We look forward to keeping
shareholders updated as the Company progresses towards commercial
supply of our cleaner energy solutions. "
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
IMPORTANT NOTICES
The information contained within this Announcement is deemed by
the Company to constitute inside information as stipulated under
Article 7 of the Market Abuse Regulation (EU) No. 596/2014 (as
amended) as it forms part of the domestic law of the United Kingdom
by virtue of the European Union (Withdrawal) Act 2018 (as amended).
Upon the publication of this Announcement via the Regulatory
Information Service, this inside information is now considered to
be in the public domain.
Cenkos Securities plc, which is authorised and regulated in the
United Kingdom by the FCA, is acting as nominated adviser
exclusively for the Company and no one else in connection with the
Placing and the Open Offer and will not regard any other person
(whether or not a recipient of this Announcement) as a client in
relation to the Open Offer and will not be responsible to anyone
other than the Company for providing the protections afforded to
its clients, nor for providing advice, in relation to the Open
Offer or any other matter referred to in this Announcement. Cenkos'
responsibilities as the Company's nominated adviser under the AIM
Rules for Companies and the AIM Rules for Nominated Advisers are
owed to the London Stock Exchange plc and the Company and not to
any other person.
Shore Capital Stockbrokers Limited ("Shore Capital") and VSA
Capital Limited ("VSA Capital"), who are authorised and regulated
in the United Kingdom by the FCA, are acting exclusively for the
Company as joints bookrunners and brokers and no one else in
connection with the Placing and Open Offer and will not regard any
other person (whether or not a recipient of this Announcement) as
their client in relation to the Placing and Open Offer and will not
be responsible to anyone other than the Company for providing the
protections afforded to its clients, nor for providing advice, in
relation to the Placing and Open Offer or any other matter referred
to in this Announcement. The responsibilities of Shore Capital and
VSA Capital as the Company's joint brokers are owed to the London
Stock Exchange plc and not to any other person.
This Announcement is not intended to, and does not, constitute
or form part of any offer, invitation or the solicitation of an
offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities whether pursuant to this
Announcement or otherwise.
This Announcement does not contain an offer or constitute any
part of an offer to the public within the meaning of Sections 85
and 102B of the Financial Services and Markets Act 2000 ("FSMA"),
as amended, or otherwise. This Announcement is not an "approved
prospectus" within the meaning of Section 85(7) of the FSMA and a
copy of it has not been, and will not be, delivered to the FCA in
accordance with the Prospectus Regulation Rules or delivered to any
other authority which could be a competent authority for the
purpose of the Prospectus Regulation (EU) 2017/1129 (the "EU
Prospectus Regulation") or the United Kingdom version of Prospectus
Regulation (EU) 2017/1129 as it forms part of retained European
Union law by virtue of the European Union (Withdrawal) Act 2018, as
amended (the "UK Prospectus Regulation"). Its contents have not
been examined or approved by the London Stock Exchange plc, nor has
it been approved by an "authorised person" for the purposes of
Section 21 of the FSMA. This Announcement is being distributed to
persons in the United Kingdom only in circumstances in which
section 21(1) of the FSMA does not apply.
The distribution of this Announcement in jurisdictions outside
the United Kingdom may be restricted by law and therefore persons
into whose possession this Announcement comes should inform
themselves about, and observe, such restrictions. Any failure to
comply with the restrictions may constitute a violation of the
securities law of any such jurisdiction.
This Announcement (including any information incorporated by
reference in this Announcement), oral statements made regarding the
contents of this Announcement, and other information published by
Quadrise contain statements about Quadrise that are or may be
deemed to be forward looking statements. Without limitation, any
statements preceded or followed by or that include the words
"targets", "plans", "believes", "expects", "aims", "intends",
"will", "may", "anticipates", "estimates", "projects" or words or
terms of similar substance or the negative thereof, may be forward
looking statements.
These forward-looking statements are not guarantees of future
performance. Such forward-looking statements involve known and
unknown risks and uncertainties that could significantly affect
expected results and are based on certain key assumptions. Many
factors could cause actual results to differ materially from those
projected or implied in any forward-looking statements. Due to such
uncertainties and risks, readers should not rely on such
forward-looking statements, which speak only as of the date of this
Announcement. Quadrise disclaims any obligation or responsibility
to update publicly or review any forward-looking or other
statements contained in this Announcement, except as required by
applicable law.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
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. Jason Miles
2. Laurie Mutch
3. Philip Snaith
4. David Scott
-------------------------------- ------------------------------------------
2 Reason for the notification
----------------------------------------------------------------------------
a) Position/status 1. PDMR (Chief Executive)
2. PDMR (Non-Executive Director)
3. PDMR (Non-Executive Director)
4. PDMR (Chief Financial 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 financial Ordinary shares of 1p each
instrument, type of instrument
-------------------------------- ------------------------------------------
Identification code GB00B11DDB67
-------------------------------- ------------------------------------------
b) Nature of the transaction Purchase of Ordinary Shares
pursuant to Open Offer
-------------------------------- ------------------------------------------
c) Price(s) and volumes(s) Price(s) Volume(s)
-------------------------------- ---------------------- ------------------
1. 1.25 pence 1. 488,248
2. 1.25 pence 2. 160,000
3. 1.25 pence 3. 240,000
4. 1.25 pence 4. 80,000
-------------------------------- ---------------------- ------------------
d) Aggregated information N/A (single transactions)
-------------------------------- ------------------------------------------
Aggregated volume N/A (single transactions)
-------------------------------- ------------------------------------------
Price N/A (single transactions)
-------------------------------- ------------------------------------------
e) Date of the transaction 25 July 2023
-------------------------------- ------------------------------------------
f) Place of the transaction Outside of a trading venue
-------------------------------- ------------------------------------------
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END
MSCSESFLIEDSEDW
(END) Dow Jones Newswires
July 25, 2023 10:34 ET (14:34 GMT)
Quadrise (AQSE:QED.GB)
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