TIDMDVRG
RNS Number : 3075E
Deepverge PLC
27 October 2022
DeepVerge PLC
("DeepVerge" or "Company")
Firm Placing, Conditional Placing & Subscription to raise
GBP10m at 2p per share; Broker Offer to raise up to GBP2.5m;
Related Party Transactions, Notice of General Meeting
DeepVerge (AIM: DVRG), the environmental and life science group
of companies that develops and applies AI and IoT technology to
analytical instruments for the analysis and identification of
bacteria, virus and toxins, is pleased to announce that it has
conditionally raised GBP10 million, before expenses, in an
oversubscribed Placing and Subscription (the "Fundraising") at a
price of 2 pence per share ("Issue Price").
Turner Pope Investments (TPI) Limited ("Turner Pope") acted as
sole broker and Placing Agent to the Company.
Key Highlights:
-- Placing and Subscription of GBP10 million received strong
support from a number of institutions, including several new
entrants to the shareholder register
-- DeepVerge Directors, Management, Employees and associates
have subscribed over GBP0.5 million
-- Broker Offer of up to GBP2.5m open to and prioritising
qualifying existing DeepVerge shareholders; other qualifying
investors may also apply
-- Principal Uses of Net Proceeds:
o Investment in Labskin/Skin Trust Club
o Repayment in full and retirement of the March 2022 Loan
facility
o Working Capital
-- Conditional Placing, Conditional Subscription and Broker
Offer are subject to Shareholders' approval at a General Meeting on
14 November 2002.
Dr Nigel Burton, interim Chief Executive, commented: "We are
delighted with the response to this fundraising, with support
received from an encouraging mix of both new and existing
investors, including a number of institutions, h igh net-worth
professional investors and Family Offices. The Company and its
broker, Turner Pope, are pleased to extend access to the
Fundraising by way of a Broker Offer, which will prioritise other
existing shareholders who were not involved in the Placing. The
proposed Fundraising will ensure that the Company has a
sufficiently refinanced balance sheet at a critical point in its
development and, subject to the passing of the relevant resolutions
at the General Meeting, will be able to look forward with renewed
confidence. I'd like to thank the entire DeepVerge team, our
suppliers and partners for their support, and look forward to
working with them to deliver profitable growth in 2023 and
beyond."
Introduction
The Company is pleased to announce that it has conditionally
raised GBP10 million, before expenses, in an oversubscribed
Fundraising at the Issue Price. The Fundraise comprises a placing
(the "Placing") of 471,740,000 new Ordinary Shares ("Placing
Shares") and subscription (the "Subscription"; together, the
"Fundraising") for 28,260,000 new Ordinary Shares ("Subscription
Shares") at the Issue Price. The Fundraising comprises a firm
placing of 32,955,956 new Ordinary Shares to raise GBP0.659 million
(before expenses), together with a conditional placing of
438,784,044 new Ordinary Shares to raise GBP8.775 million (before
expenses) and a conditional subscription for 28,260,000 new
Ordinary Shares to raise GBP0.565 million, which are subject to
Shareholders' approval at the General Meeting.
The Issue Price represents a discount of 20 per cent. to the
closing price per Ordinary Share of 2.5 pence at close of business
on 26 October 2022, being the last practicable date prior to the
announcement of the Placing. The New Ordinary Shares will represent
approximately 74 per cent. of the Enlarged Issued Share Capital
(assuming the Broker Offer (defined below) is subscribed in
full).
In addition, all subscribers in the Placing, the Subscription
and the Broker Offer will be issued with Placing Warrants on the
basis of one Placing Warrant for every four New Ordinary Shares
subscribed for by or placed with the relevant investor.
The Placing Warrants, which are constituted by the Placing
Warrant Instrument, will be exercisable at an exercise price of 3
pence per Ordinary Share at any time up to the date one year
following Third Admission. No application is being made for the
Placing Warrants to be admitted to trading on AIM.
Broker Offer
To provide shareholders and other investors who did not
initially participate in the Placing the opportunity to invest in
the Company, under the Placing Agreement, TPI has a Broker Offer
under which TPI will, as agent for the Company, invite
subscriptions for additional new Ordinary Shares with a value
expected to be around GBP1.0 million at the Issue Price but which
may be increased up to GBP2.5 million subject to agreement between
TPI and the Company. The Broker Offer opens immediately and will
close at 4.30 p.m. on Friday 28 October 2022.
As far as is practical, participation in the Broker Offer will
be prioritised for shareholders (direct or indirect) on the
register at the close of business on 26 October 2022 ("Existing
Shareholders"). If the expected maximum subscription under the
Broker Offer is taken up, it will raise an additional GBP2.5
million before expenses.
To subscribe for Broker Offer Shares, Existing Shareholders or
other interested parties who are qualified investors who wish to
register their interest in participating in the Broker Offer should
click on the following link : DeepVerge - TPI Broker Offer (URL:
https://forms.office.com/r/nptcgkst65)
A further announcement will be made following the end of the
period during which the Broker Offer is open. If the Broker Offer
is not fully subscribed by 4.30 p.m. on 28 October 2022, orders
from eligible investors will be satisfied in full, and the balance
of the Broker Offer shall lapse.
Completion of the Broker Offer is conditional on the Resolutions
being passed at the General Meeting and Second Tranche Admission
occurring.
The First Tranche Placing is conditional, inter alia, upon First
Admission (which is expected to become effective with dealings in
the First Tranche Placing Shares to commence on 1 November 2022).
The Second Tranche Placing is conditional, inter alia, upon Second
Admission (which is expected to become effective with dealings in
the Second Tranche Placing Shares to commence on 15 November 2022).
The Third Tranche Placing, the Subscription and the Broker Offer
are conditional, inter alia, upon Third Admission (which is
expected to become effective with dealings in the Third Tranche
Placing Shares, the Subscription Shares and any Broker Offer Shares
to commence on 16 November 2022). The Placing, the Subscription and
the Broker Offer have not been underwritten.
For the Second Tranche Placing, the Third Tranche Placing, the
Subscription and the Broker Offer to proceed, the Company requires
Shareholders' to pass the Resolutions, giving the Directors
authority to allot the Second Tranche Placing Shares, the Third
Tranche Placing Shares, the Subscription Shares and any Broker
Offer Shares (and grant the Placing Warrants, the Broker Warrants
and the Broker Further Warrants) and disapplying statutory
pre-emption rights in relation to the issue of the Second Tranche
Placing Shares, the Third Tranche Placing Shares, the Subscription
Shares and any Broker Offer Shares (and the grant of the Placing
Warrants, the Broker Warrants and the Broker Further Warrants).
Timetable
A timetable of events is set out at the end of the Appendix to
this announcement.
Related Party Transactions
(1) Participation in Subscription
The participation in the Subscription by Ross Andrews, Gerard
Brandon, Camillus Glover and Nigel Burton constitute related party
transactions under Rule 13 of the AIM Rules. Details of their
participation in the Subscription is set out below.
Name Aggregate Number of Subscription Number of Placing
value of Subscription Shares subscribed Warrants to
Shares subscribed for be received
for (GBP)
Ross Andrews GBP45,000 2,250,000 562,500
------------------------ ----------------------- ------------------
Gerard Brandon GBP50,000 2,500,000 625,000
------------------------ ----------------------- ------------------
Camillus Glover GBP40,000 2,000,000 500,000
------------------------ ----------------------- ------------------
Nigel Burton GBP100,000 5,000,000 1,250,000
------------------------ ----------------------- ------------------
Fionan Murray (the only independent director for these
purposes), having consulted with SPARK, the Company's nominated
adviser, considers that the terms of participation by Ross Andrews,
Gerard Brandon, Camillus Glover and Nigel Burton in the
Subscription is fair and reasonable in so far as Shareholders are
concerned.
(2) Transaction with Cellulac
DeepVerge holds a 9.35% shareholding in Cellulac plc
("Cellulac"). Gerard Brandon and Camillus Glover are directors of,
and shareholders in Cellulac. Cellulac is treated as a related
party under AIM Rule 13.
In the period September to December 2021 DeepVerge's subsidiary,
Rinocloud Limited, engaged with Cellulac to provide engineering
services under a purchase order ("Purchase Order") to support the
Modern Water Membrane division in the delivery of All Membrane
Brine Concentration technology, design expertise, training,
development and preparation of training materials, at a consulting
rate of GBP1,000 per day. The engineering support related to
projects referred to in the Company's notification of 15 September
2021. An invoice under the Purchase Order was issued to Rinocloud
for GBP11,000 in December 2021. Cellulac engaged a subcontractor
for this service and this subcontractor fee was passed directly
onto Rinocloud without any markup by Cellulac. This fee was exactly
calculated and charged on an arms' length basis.
Following extensive investigation by the Company into
transactions conducted with related and connected parties, the
Board has recently become aware that entering into the Purchase
Order should have been considered under AIM Rule 13 and notified at
the time it was signed.
The independent Directors, being Ross Andrews, Nigel Burton and
Fionan Murray ("Independent Directors"), have considered the terms
of the Purchase Order. The Independent Directors consider, having
consulted with SPARK Advisory Partners, its nominated adviser, that
the terms of the Purchase Order are fair and reasonable insofar as
its shareholders are concerned
General Meeting
The Conditional Placing, the Subscription and the Broker Offer
are subject to the passing of Resolutions at the General
Meeting.
The General Meeting is to be held at the offices of Jeffreys
Henry LLP at Finsgate, 5 - 7 Cranwood Street, London, EC1V 9EE at
12.00 noon on 14 November 2022.
Allotment and Admission
32,955,956 new Ordinary Shares of 0.1p ("the First Tranche
Placing Shares") have today been allotted and issued. Application
has been made for the First Tranche Placing Shares to be admitted
to trading on AIM ("First Admission"). First Admission is expected
on or around 1 November 2022.
Total Voting Rights
Following First Admission, the Company's issued share capital
will consist of 252,662,334 shares with a nominal value of 0.1p
each, with voting rights ("Ordinary Shares"). The Company does not
hold any Ordinary Shares in Treasury.
Therefore, following First Admission, the above figure may be
used by shareholders in the Company as the denominator for the
calculation by which they will determine if they are required to
notify their interest in, or a change to their interest in, the
share capital of the Company under the FCA's Disclosure Guidance
and Transparency Rules.
Availability of documents
A circular ("Circular") and formal Notice of General Meeting
will be sent to Shareholders later today and will be available on
the Company's website www.deepverge.com . Extracts from the
Circular are set out in the Appendix to this announcement.
Enquiries:
DeepVerge plc Ross Andrews, Chairman +44 (0) 1904 40 4036
SPARK Advisory Partners
Limited
(Nominated Adviser) Neil Baldwin +44 (0) 113 370 8974
Turner Pope Investments Andy Thacker/James
(TPI) Limited Pope
(Broker) info@turnerpope.com +44 (0) 20 3657 0050
Market Abuse Regulation (MAR) Disclosure
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED
UNDER THE UK VERSION OF THE MARKET ABUSE REGULATION NO 596/2014
WHICH IS PART OF ENGLISH LAW BY VIRTUE OF THE EUROPEAN (WITHDRAWAL)
ACT 2018, AS AMED. ON PUBLICATION OF THIS ANNOUNCEMENT VIA A
REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO
BE IN THE PUBLIC DOMAIN.
Appendix (The following contains extracts from the Letter from
the Chairman of DeepVerge in Circular)
1. INTRODUCTION
The Company announced on 27 October 2022 that it had
conditionally raised GBP10 million, before expenses, by way of a
placing of 471,740,000 new Ordinary Shares and subscription for
28,260,000 new Ordinary Shares all at a price of 2 pence per New
Ordinary Share. The fundraising comprises a firm placing of
32,955,956 new Ordinary Shares to raise GBP0.659 million (before
expenses), together with a conditional placing of 438,784,044 new
Ordinary Shares to raise GBP8.775 million (before expenses) and a
conditional subscription for 28,260,000 new Ordinary Shares to
raise GBP0.565 million, which are subject to Shareholders' approval
at the General Meeting.
The Company also launched the Broker Offer on 27 October 2022 to
enable Shareholders who are qualifying investors and other
investors, at the sole discretion of Turner Pope, who did not have
the opportunity to participate in the Placing, to invest in the
Company on the same terms as the Placing. The Broker Offer, which
is also subject to Shareholders' approval at the General Meeting,
will potentially enable the Company to raise up to an additional
GBP2.5 million (gross) through the issue of up to 125,000,000 new
Ordinary Shares at the Issue Price.
The Issue Price represents a discount of 20 per cent. to the
closing price per Ordinary Share of 2.5 pence at close of business
on 26 October 2022, being the last practicable date prior to the
announcement of the Placing. The New Ordinary Shares will represent
approximately 74 per cent. of the Enlarged Issued Share Capital
(assuming the Broker Offer is subscribed in full).
The First Tranche Placing is conditional, inter alia, upon First
Admission (which is expected to become effective with dealings in
the First Tranche Placing Shares to commence on 1 November 2022).
The Second Tranche Placing is conditional, inter alia, upon Second
Admission (which is expected to become effective with dealings in
the Second Tranche Placing Shares to commence on 15 November 2022).
The Third Tranche Placing, the Subscription and the Broker Offer
are conditional, inter alia, upon Third Admission (which is
expected to become effective with dealings in the Third Tranche
Placing Shares, the Subscription Shares and any Broker Offer Shares
to commence on 16 November 2022). The Placing, the Subscription and
the Broker Offer have not been underwritten.
For the Second Tranche Placing, the Third Tranche Placing, the
Subscription and the Broker Offer to proceed, the Company requires
Shareholders' to pass the Resolutions, giving the Directors
authority to allot the Second Tranche Placing Shares, the Third
Tranche Placing Shares, the Subscription Shares and any Broker
Offer Shares (and grant the Placing Warrants, the Broker Warrants
and the Broker Further Warrants) and disapplying statutory
pre-emption rights in relation to the issue of the Second Tranche
Placing Shares, the Third Tranche Placing Shares, the Subscription
Shares and any Broker Offer Shares (and the grant of the Placing
Warrants, the Broker Warrants and the Broker Further Warrants).
I am therefore writing to provide you with details of the
Placing, Subscription and Broker Offer and to give you notice of
the General Meeting at which the Resolutions will be put to
Shareholders. The General Meeting is to be held at the offices of
Jeffreys Henry LLP at Finsgate, 5 - 7 Cranwood Street, London, EC1V
9EE at 12.00 noon on 14 November 2022. The formal Notice of General
Meeting is set out at the end of this document.
2. BACKGROUND TO, AND REASONS FOR, THE PLACING, THE SUBSCRIPTION AND THE BROKER OFFER
The Company announced on 5 August 2022 that the Board
conservatively expects revenue to be in excess of GBP18 million for
the full year to 31 December 2022, which, although below market
expectations at the time, would equate to a near doubling of
turnover from the full year 2021. The Company also expects that
achieving this level of turnover would see an overall EBITDA
positive result, reflecting the fact that the Company has invested
in its growth, both evolving existing commercial relationships and
forming new ones.
Importantly, the Group has successfully evolved its business
model to focus more on being a solutions provider as opposed to
'just' selling equipment and consumables. Some recent contract wins
have highlighted the symbiotic relationships within DeepVerge, with
their specifications requiring the services of all Group divisions.
We have taken what may seem to be two disparate divisions in Modern
Water and Labskin and applied AI capability with expanded testing
services to create a highly differentiated product offering. Our
'blue-chip' client base is testament to what has been achieved and
the Board understands that we need to provide financial comfort to
all stakeholders in the business.
Demand for home test kits from Skin Trust Club, for example, has
been unprecedented and it has become apparent that the capital
available to the Group would not sufficiently allow the required
investment to keep up with the current and anticipated demand and
employ and retain the staff needed to cope with such demand. The
increasing order intake at Modern Water, particularly evidenced
through several announcements since the summer, has also required
increased working capital availability. The Company's pipeline,
both through the potential extension of current contracts and from
new potential orders, has also highlighted a requirement for a
refinanced balance sheet.
The Company announced on 17 March 2022 that it had secured a
mezzanine loan facility ("Facility") of up to GBP25 million with
Riverfort Global Opportunities PCC Limited and YA II PN Limited
("the Lenders"), of which an initial GBP4m was drawn down. Monthly
repayments were scheduled to commence with the initial repayment of
GBP0.5m due on 16 October 2022.
In connection with the March 2022 Loan, the Lenders also
received warrants over 11,265,622 Ordinary Shares with an exercise
price of 20 pence per Ordinary Share ("Lender Warrants").
The Company has been in talks with the Lenders for some time
and, under the terms of the Deed of Standstill, it has been agreed
between them that (amongst other things) there will be no Event of
Default relating to any repayments under the March 2022 Loan that
have been or may be missed up to 30 November 2022 (being the
longstop date for Admission under the Placing Agreement) provided
the balance of the principal of the funding from the Lenders and
the interest to accrue until the original maturity date of 16 March
2023 is made in full immediately following Third Admission. The
Company has also agreed to rebase the exercise price for the Lender
Warrants to the Issue Price, which will have the effect of reducing
the exercise price from 20 pence per Ordinary Share to 2 pence per
Ordinary Share.
It is therefore intended that part of the gross proceeds of the
Placing will be used to make payments in full and final settlement
of the above, subsequent to which the remaining facility will be
cancelled.
The Company, with the support of its principal advisers, Turner
Pope and SPARK, has thoroughly reviewed its financing arrangements
and the gross proceeds of the Placing will also be used to fund the
Company's working capital requirements, with the aim of enabling
the Company to reach profitability and cash generation during the
second half of 2023.
Pursuant to the above and as announced by the Company on 20 July
2022, the Company is exploring a range of options to meet the
unprecedented demand for Labskin services and the accelerating
growth of Skin Trust Club which will require further investment by
the Company.
3. USE OF PROCEEDS
The gross proceeds receivable by the Company pursuant to the
Placing and the Subscription (and assuming no Broker Offer Shares
are issued) are expected to be GBP10 million. The Company intends
to use the net proceeds, after expenses, of approximately GBP9.35
million for the following purposes:
-- Investment in Labskin and Skin Trust Club GBP2.30 million
-- Repayment of March 2022 Loan GBP4.37 million
-- Working capital GBP2.68 million
The net proceeds of the issue of any Broker Offer Shares will be
used for general working capital purposes.
4. CURRENT TRADING AND PROSPECTS
The Company's most recent published results are the unaudited
interim results for the six months ended 30 June 2022 ("H1") and
were released on 22 September 2022. A copy of these results can be
found at www.deepverge.com .
In the interim results announced by the Company on 22 September
2022, the Company confirmed:
-- Unaudited group revenues for H1 2022 grew by 94% to GBP6.436
million (H1 2021: GBP3.319 million).
-- Adjusted EBITDA loss reduced by 46.6% to GBP0.372 million (H1
2021: GBP0.697 million loss)
-- Operating loss fell by 7.4% to GBP2.139 million (H1 2021:
GBP2.311 million loss) after providing for depreciation,
amortisation, and exceptional costs.
In the Company's announcement of its interim results for H1,
Gerard Brandon, CEO DeepVerge plc, commented:
"The Company continues to expand across all divisions with
record H1 half-year sales and expectations of GBP18m for the full
year. Demand for Modern Water monitoring and membrane solutions
grew, not least because of the impact of climate change and a
severe global drought. Order values have moved from GBP50k to
GBP100k equipment sales in 2020 to now include multiple GBP1m+
solutions in Middle East, North Africa, China and South Asia and
the recent GBP2.4m project on the Savannah River in Georgia, USA.
The Company has a substantial order book of GBP8.87m for H2 supply
and expects to continue its year-on-year history of revenues
weighted in H2 over H1 since 2018."
5. BOARD CHANGES
As announced on 25 October 2022, the fast pace of growth
experienced by the Company has stretched both the balance sheet and
the existing management team. As a consequence, a new CEO, CFO and
Non-Executive director will be recruited.
The following changes to the board, and to the roles undertaken
by existing directors, took effect from earlier today:
Gerard Brandon stepped down as Chief Executive, remaining on the
board as Executive Director with responsibility for the Modern
Water Division.
Dr Nigel Burton became Interim Chief Executive while the Company
commences the search for a new Group Chief Executive.
Fionan Murray remains on the Board as Executive Director with
responsibility for the Skin Trust Club and Labskin Division.
Camillus Glover left the board but will remain as Chief
Financial Officer while the Company commences the search for a new
Group Finance Director.
A further independent non-executive director will be appointed
as soon as practicable.
6. DETAILS OF THE PLACING
The Placing
The Placing is being conducted in three tranches because the
Company currently has limited shareholder authority to issue new
Ordinary Shares for cash on a non-pre-emptive basis and to assist
investors in the Placing to claim certain reliefs available to EIS
investors and VCTs. Details of the three tranches of the Placing
are set out below.
First Tranche Placing
The firm placing of the First Tranche Placing Shares at the
Issue Price has raised approximately GBP0.659 million (before
expenses) for the Company, within the Company's existing share
allotment authorities which were granted at the Company's annual
general meeting held on 20 July 2022.
The First Tranche Placing is conditional, inter alia, upon:
(a) the Placing Agreement becoming unconditional in all respects
(save for First Admission occurring) and not having been terminated
in accordance with its terms; and
(b) admission of the First Tranche Placing Shares to trading on
AIM becoming effective by no later than 8.00 a.m. on 1 November
2022 (or such later time and/or date as the Company, SPARK and
Turner Pope may agree (being no later than 8.00 a.m. on 30 November
2022)).
Second Tranche Placing
The conditional placing of the Second Tranche Placing Shares at
the Issue Price has raised GBP2.7 million (before expenses). The
number of Second Tranche Placing Shares has been determined by
calculation of the level of gross assets at Second Admission to
ensure the "gross assets" test for EIS/VCT relief is satisfied.
The Second Tranche Placing Shares has been offered to those
investors seeking to claim EIS relief in relation to their
subscription and to VCTs.
The Second Tranche Placing is conditional, inter alia, upon:
(a) the passing of the Resolutions at the General Meeting;
(b) the Placing Agreement becoming unconditional in all respects
(save for Second Admission occurring) and not having been
terminated in accordance with its terms; and
(c) admission of the Second Tranche Placing Shares to trading on
AIM becoming effective by no later than 8.00 a.m. on 15 November
2022 (or such later time and/or date as the Company, SPARK and
Turner Pope may agree (being no later than 8.00 a.m. on 30 November
2022)).
Third Tranche Placing
The conditional placing of the Third Tranche Placing Shares at
the Issue Price raised GBP 6.075 million (before expenses). The
Third Tranche Placing Shares have been offered to those investors
who are neither seeking EIS relief nor are VCTs.
The Third Tranche Placing is conditional, inter alia, upon:
(a) the passing of the Resolutions at the General Meeting;
(b) the Placing Agreement becoming unconditional in all respects
(save for Third Admission occurring) and not having been terminated
in accordance with its terms; and
(c) admission of the Third Tranche Placing Shares to trading on
AIM becoming effective by no later than 8.00 a.m. on 16 November
2022 (or such later time and/or date as the Company, SPARK and
Turner Pope may agree (being no later than 8.00 a.m. on 30 November
2022)).
If such conditions are not satisfied or, if applicable, waived,
by the date(s) and time(s) referred to above the Placing will not
proceed.
The Issue Price represents a discount of 20 per cent. to the
closing price per Ordinary Share of 2.5 pence at close of business
on 26 October 2022, being the last practicable date prior to the
announcement of the Placing, the Subscription and the Broker
Offer.
The Placing is not underwritten by Turner Pope or any other
person.
The Placing will result in the issue of 471,740,000 new Ordinary
Shares representing approximately 55.8 per cent. of the Enlarged
Issued Share Capital. The Placing Shares, when issued and fully
paid, will rank pari passu in all respects with the Existing
Ordinary Shares.
EIS and VCT
The Company has not received any advance assurance from HM
Revenue & Customs as regards whether the New Ordinary Shares
will be capable of being a "qualifying holding" for the purposes of
investment by venture capital trusts ("VCTs") or whether placees
will be able to obtain Enterprise Investment Scheme ("EIS") reliefs
in respect of the New Ordinary Shares.
Neither the Company, the Directors nor any of the Company's
advisers give any warranty, undertaking or other assurance that any
tax reliefs will continue to be available and will not be withdrawn
at a later date. The actual availability of qualifying status for
VCT and EIS relief would be contingent upon certain conditions
being met by both the Company and the relevant investors.
Shareholders and proposed investors must take their own
professional advice in order that they may fully understand how the
relief legislation may apply in their individual circumstances and
what they are required to do in order to claim any reliefs (if
available) and rely on it. As the rules governing VCT and/or EIS
reliefs are complex and interrelated with other legislation, if any
Shareholders or proposed investors are in any doubt as to their tax
position, require more detailed information than the general
outline above, or are subject to tax in a jurisdiction other than
the UK, they should consult own their professional advisers.
Admission
The First Tranche Placing Shares have been allotted conditional
upon First Admission and it is expected that they will be admitted
to trading on AIM at 8.00 a.m. 1 November 2022 (or such later time
and/or date as the Company, SPARK and Turner Pope may agree (being
no later than 8.00 a.m. on 30 November 2022)) .
The Second Tranche Placing Shares and the Third Tranche Placing
Shares have been placed conditional upon, inter alia, the passing
of the Resolutions at the General Meeting.
It is expected that the Second Tranche Placing Shares will be
admitted to trading on AIM at 8.00 a.m. on 15 November 2022 (or
such later time and/or date as the Company, SPARK and Turner Pope
may agree (being no later than 8.00 a.m. on 30 November 2022))
.
It is expected that the Third Tranche Placing Shares will be
admitted to trading on AIM at 8.00 a.m. on 16 November 2022 (or
such later time and/or date as the Company, SPARK and Turner Pope
may agree (being no later than 8.00 a.m. on 30 November 2022))
.
Placing Agreement
The Company, SPARK and Turner Pope have entered into the Placing
Agreement, pursuant to which Turner Pope has agreed, subject to
certain conditions, to use its reasonable endeavours to procure
placees for the Placing Shares and the Broker Offer Shares.
The Placing Agreement is conditional, inter alia, upon First
Admission becoming effective at 8.00 a.m. on 1 November 2022 (or
such later time and/or date as the Company, SPARK and Turner Pope
may agree (being no later than 8.00 a.m. on 30 November 2022)),
Second Admission becoming effective at 8.00 a.m. on 15 November
2022 (or such later time and/or date as the Company, SPARK and
Turner Pope may agree (being no later than 8.00 a.m. on 30 November
2022)) and Third Admission becoming effective at 8.00 a.m. on 16
November 2022 (or such later time and/or date as the Company, SPARK
and Turner Pope may agree (being no later than 8.00 a.m. on 30
November 2022)).
The Company has agreed to pay all costs and expenses relating to
the Placing and the applications for Admission, including
commissions payable to Turner Pope and a corporate finance advisory
fee to SPARK.
The Placing Agreement contains certain customary warranties
given by the Company and the Directors in favour of SPARK and
Turner Pope in relation to, inter alia, the accuracy of the
information in this document and other matters relating to the
Group and its business. In addition, the Company and the Directors
have agreed to indemnify SPARK and Turner Pope in respect of
certain liabilities they may incur in respect of the Placing or
Admission. It also contains provisions entitling SPARK and Turner
Pope to terminate the Placing Agreement if, inter alia, a breach of
any of the warranties occurs, a force majeure event occurs or an
event occurs which is material in the context of the Placing.
The Placing Warrants
In addition, all subscribers in the Placing, the Subscription
and the Broker Offer will be issued with Placing Warrants on the
basis of one Placing Warrant for every four New Ordinary Shares
subscribed for by or placed with the relevant investor.
The Placing Warrants, which are constituted by the Placing
Warrant Instrument, will be exercisable at an exercise price of 3
pence per Ordinary Share at any time up to the date one year
following Third Admission. No application is being made for the
Placing Warrants to be admitted to trading on AIM.
The Broker Warrants
Under the terms of the Placing Agreement, the Broker Warrants
will be issued to JIM Nominees Limited (as nominee on behalf of
Turner Pope) as part of the consideration payable to Turner Pope
for its services as placing agent to the Placing and Broker Offer .
The Broker Warrants, which are constituted by the Broker Warrant
Instrument, will be exercisable at an exercise price equal to the
Issue Price per Ordinary Share at any time up to the date three
years following Third Admission. No application is being made for
the Broker Warrants to be admitted to trading on AIM.
The Broker Further Warrants
In addition, under the terms of the Placing Agreement, the
Broker Further Warrants will be issued to JIM Nominees Limited (as
nominee on behalf of Turner Pope) as part of the consideration
payable to Turner Pope for its services as placing agent to the
Placing and Broker Offer. The Broker Further Warrants will be
granted depending on the number of Placing Warrants exercised by
investors in the 12 months following Third Admission and will (at 3
pence per Broker Further Warrant) equal 8% of the aggregate
subscription price received by the Company in each calendar month
in respect of exercised Placing Warrants. The Broker Further
Warrants, which are constituted by the Broker Further Warrant
Instrument, will be exercisable at 3p per Ordinary Share at any
time up to the date 18 months following Third Admission. No
application is being made for the Broker Warrants to be admitted to
trading on AIM.
7. DETAILS OF THE BROKER OFFER
The Broker Offer
Pursuant to the Broker Offer, Turner Pope has the option to
require the Company to issue the Broker Offer Shares at the Issue
Price to subscribers procured by Turner Pope as agent of the
Company. The Broker Offer will allow Turner Pope to accommodate
additional demand under the Placing in the event that requests to
participate in the Placing are received from Shareholders who are
qualifying investors ("Existing Shareholders") and other qualifying
investors during the period following the release of the
announcement on 27 October 2022 until 4.30 p.m. on 28 October
2022.
The Broker Offer Shares have not been made available to the
public and none of the Broker Offer Shares are being offered or
sold in any jurisdiction where it would be unlawful to do so. No
prospectus will be issued in connection with the Broker Offer.
Turner Pope will have absolute discretion (after consultation
with the Company) in the allocation of any Broker Offer Shares
following the communication of any such interest, and communication
of an order to Turner Pope will not guarantee any person any
allocation or participation.
Any Broker Offer Shares issued in connection with the Broker
Offer will be issued on the same terms and conditions as the
Placing Shares. Any Broker Offer Shares, when issued and fully
paid, will rank pari passu in all respects with the Existing
Ordinary Shares.
The maximum number of Broker Offer Shares that may be issued
pursuant to the Broker Offer is 125,000,000 to raise GBP2.5
million. Assuming the Broker Offer is fully subscribed, the Broker
Offer will result in the issue of 125,000,000 new Ordinary Shares
representing approximately 14.8 per cent. of the Enlarged Issued
Share Capital.
If the Broker Offer is not fully subscribed by 4.30 p.m. on 28
October 2022, orders from eligible investors will be satisfied in
full and no further Ordinary Shares will be issued pursuant to the
Broker Offer. The Company will announce the results of the Broker
Offer and the resultant number of Broker Offer Shares following
close of the Broker Offer.
The Broker Offer is conditional upon Third Admission becoming
effective. If this condition is not satisfied, the Broker Offer
Shares will not be issued.
The Broker Offer is not underwritten by Turner Pope or any other
person.
Admission
Any Broker Offer Shares will be placed conditional upon, inter
alia, the passing of the Resolutions at the General Meeting.
It is expected that the Broker Offer Shares will be admitted to
trading on AIM at the same time as Admission of the Third Tranche
Placing Shares and Subscription Shares, that is 8.00 a.m. on 16
November 2022 (or such later time and/or date as the Company, SPARK
and Turner Pope may agree (being no later than 8.00 a.m. on 30
November 2022)) .
Subscription to the Broker Offer
To subscribe for Broker Offer Shares, Existing Shareholders or
other interested parties who are qualified investors who wish to
register their interest in participating in the Broker Offer should
use the Turner Pope URL: https://forms.office.com/r/nptcgkst65
.
It is important that shareholders note that the above URL is
only valid to 4:30 p.m. on 28 October 2022. The Directors
acknowledge that the Broker Offer will likely have closed before
any Shareholder receives this document in hard copy.
8. DETAILS OF THE SUBSCRIPTION
The Subscription
Certain parties have agreed to subscribe for 28,260,000 new
Ordinary Shares pursuant to the Subscription direct with the
Company.
The Subscription Shares will be issued at the Issue Price,
raising GBP0.565 million for the Company. The parties who have
subscribed pursuant to the Subscription have subscribed directly
with the Company for the Subscription Shares, which are issued on
the same terms and conditions as the Placing Shares.
The Subscription will result in the issue of 28,260,000 new
Ordinary Shares representing approximately 3.3 per cent. of the
Enlarged Issued Share Capital.
The Subscription Shares, when issued and fully paid, will rank
pari passu in all respects with the Existing Ordinary Shares.
The Subscription is conditional upon Third Admission becoming
effective. If this condition is not satisfied, the Subscription
Shares will not be issued.
The Subscription is not being underwritten by Turner Pope or any
other person .
Admission
The Subscription Shares have been subscribed for conditional
upon, inter alia, the passing of the Resolutions at the General
Meeting.
It is expected that the Subscription Shares will be admitted to
trading on AIM at the same time as Admission of the Third Tranche
Placing Shares and Broker Offer Shares, that is 8.00 a.m. on 16
November 2022 (or such later time and/or date as the Company, SPARK
and Turner Pope may agree (being no later than 8.00 a.m. on 30
November 2022)) .
Participation in the Subscription by Directors and PDMRs
Certain Directors and PDMRs of the Company intend to subscribe
for Subscription Shares with an aggregate value of GBP392,500 in
the Subscription, as set out in the table below. These Subscription
Shares will be issued on the same terms and conditions as the
Placing Shares.
Director/PDMR Current Shareholding Aggregate Number of Subscription Number
(number of value of Subscription Shares subscribed of Placing
Ordinary Shares) Shares subscribed for Warrants
for (GBP) to be received
Ross Andrews 473,846 GBP45,000 2,250,000 562,500
--------------------- ----------------------- ----------------------- ----------------
Gerard Brandon 8,369,901 GBP50,000 2,500,000 625,000
--------------------- ----------------------- ----------------------- ----------------
Camillus Glover
(PDMR) 4,250,670 GBP40,000 2,000,000 500,000
--------------------- ----------------------- ----------------------- ----------------
Nigel Burton 1,883,167 GBP100,000 5,000,000 1,250,000
--------------------- ----------------------- ----------------------- ----------------
Fiona Joyce
(PDMR) n/a GBP157,500 7,875,000 1,968,750
--------------------- ----------------------- ----------------------- ----------------
The participation in the Subscription by Ross Andrews, Gerard
Brandon, Camillus Glover and Nigel Burton constitutes a related
party transaction under Rule 13 of the AIM Rules. Fionan Murray
(the only independent director for these purposes), having
consulted with SPARK, the Company's nominated adviser, considers
that the terms of participation by Ross Andrews, Gerard Brandon,
Camillus Glover and Nigel Burton in the Subscription is fair and
reasonable in so far as Shareholders are concerned.
9. SETTLEMENT AND DEALINGS
The New Ordinary Shares will be issued credited as fully paid
and will rank pari passu with the Existing Ordinary Shares ,
including the right to receive all dividends and other
distributions declared, made or paid in respect of Ordinary Shares
after First Admission, Second Admission or Third Admission (as the
case may be).
Application will be made to the London Stock Exchange for the
New Ordinary Shares to be admitted to trading on AIM. It is
expected that the First Tranche Placing Shares will be admitted to
trading on AIM at 8.00 a.m. on 1 November 2022, that the Second
Tranche Placing Shares will be admitted to trading on AIM at 8.00
a.m. on 15 November 2022 and that the Third Tranche Placing Shares,
the Subscription Shares and any Broker Offer Shares will be
admitted to trading on AIM at 8.00 a.m. on 16 November 2022. Second
Admission and Third Admission will be subject, inter alia, to the
passing of the Resolutions at the General Meeting.
Placees who elect to receive their Placing Shares in CREST will
have their CREST account credited with their Placing Shares
following First Admission, Second Admission or Third Admission (as
the case may be). For placees who elect to receive their Placing
Shares in certificated form, definitive certificates in respect of
the First Tranche Placing Shares, Second Tranche Placing Shares and
Third Tranche Placing Shares are expected to be sent to placees by
15 November 2022, 29 November 2022 and 30 November 2022
respectively.
Subscribers who elect to receive their Subscription Shares in
CREST will have their CREST account credited with their
Subscription Shares following Third Admission. For Subscribers who
elect to receive their Subscription Shares in certificated form,
definitive certificates in respect of the Subscription Shares are
expected to be sent to Subscribers by 30 November 2022.
Placees who elect to receive their Broker Offer Shares in CREST
will have their CREST account credited with their Broker Offer
Shares following Third Admission. For placees who elect to receive
their Broker Offer Shares in certificated form, definitive
certificates in respect of any Broker Offer Shares are expected to
be sent to placees by 30 November 2022.
10. GENERAL MEETING
Set out at the end of this document is a notice convening the
General Meeting to be held at the offices of Jeffreys Henry LLP at
Finsgate, 5 - 7 Cranwood Street, London, EC1V 9EE at 12.00 noon on
14 November 2022, at which the Resolutions will be proposed.
A summary and brief explanation of the Resolutions to be
proposed at the General Meeting is set out below. Please note that
this is not the full text of the Resolutions and you should read
this paragraph in conjunction with the Resolutions contained in the
Notice of General Meeting at the end of this document.
-- Resolution 1 - an ordinary resolution to grant the Directors
authority to: (a) allot the Second Tranche Placing Shares pursuant
to the Second Tranche Placing; (b) allot the Third Tranche Placing
Shares pursuant to the Third Tranche Placing; (c) allot the
Subscription Shares pursuant to the Subscription; (d) allot any
Broker Offer Shares pursuant to the Broker Offer; (e) grant the
Broker Warrants, Broker Further Warrants and Placing Warrants; and
(f) allot or grant rights to subscribe for a further 197,348,000
new Ordinary Shares up to an aggregate nominal value of
GBP197,348.00 (being approximately 33 per cent. of the Enlarged
Issued Share Capital) .
-- Resolution 2 - a special resolution to disapply statutory
pre-emption rights in respect of: (a) the allotment of equity
securities which takes place in connection with a rights issue or
other similar offer; (b) the allotment of the Second Tranche
Placing Shares pursuant to the Second Tranche Placing; (c) the
allotment of the Third Tranche Placing Shares pursuant to the Third
Tranche Placing; (d) the allotment of the Subscription Shares
pursuant to the Subscription; (e) the allotment of any Broker Offer
Shares pursuant to the Broker Offer; (f) the grant of the Broker
Warrants, Broker Further Warrants and Placing Warrants; and (g) the
allotment or grant of rights to subscribe for a further 88,806,000
new Ordinary Shares up to an aggregate nominal value of GBP88,806
(being approximately 15 per cent. of the Enlarged Issued Share
Capital) (such Resolution being conditional upon the passing of
Resolution 1).
Resolution 1 is being proposed as an ordinary resolution and
requires approval by a simple majority of those votes cast (by
persons present in person or by proxy) at the General Meeting for
the resolution to be passed. Resolution 2 is being proposed as a
special resolution and requires approval by not less than
three-quarters of the votes cast (by persons present in person or
by proxy) at the General Meeting for the resolution to be
passed.
11. ACTION TO BE TAKEN
A Form of Proxy for use at the General Meeting accompanies this
document. You are asked to complete the Form of Proxy and return it
to the Company's registrars, Neville Registrars at Neville House,
Steelpark Road, Halesowen, West Midlands B62 8HD so as to be
received by no later than 12.00 noon on 10 November 2022 (or, in
the case of an adjournment of the General Meeting, not less than 48
hours (excluding any part of a day that is not a Business Day)
before the time and date fixed for the holding of the adjourned
meeting).
If you hold your Ordinary Shares in uncertificated form in
CREST, you may vote using the CREST Proxy Voting Service in
accordance with the procedures set out in the CREST Manual. Further
details are also set out in the notes to the Notice of General
Meeting at the end of this document. Proxies submitted via CREST
must be received by the Company's agent, Neville Registrars (CREST
Participant ID 7RA11), by no later than 12.00 noon on 10 November
2022 (or if the General Meeting is adjourned, 48 hours (excluding
any part of a day that is not a Business Day) before the time and
date fixed for the adjourned meeting).
Shareholders are asked to complete the Form of Proxy in
accordance with the instructions printed on it so as to be received
by the Company's registrars, Neville Registrars, as soon as
possible but in any event no later than 12.00 noon on 10 November
2022.
12. RECOMMATION
The Directors unanimously consider that the Placing, the
Subscription and the Broker Offer are in the best interests of the
Company and its Shareholders as a whole. Accordingly, the Directors
unanimously recommend that Shareholders vote in favour of the
Resolutions, as the Directors intend to do in relation to their own
and associated holdings of 19,513,672 Ordinary Shares in total,
representing approximately 8.88 per cent. of the Existing Ordinary
Shares (as at the date of this document).
Yours faithfully
Ross Andrews
Non-Executive Chairman
INDICATIVE TIMETABLE
2022
Posting of this document and Form of Proxy 27 October
Latest time and date for applications under 4.30 p.m. on 28
the Broker Offer October
Announcement of result of Broker Offer 31 October
Admission and commencement of dealings in the 8.00 a.m. on 1
First Tranche Placing Shares November
First Tranche Placing Shares credited to CREST 8.00 a.m. on 1
stock accounts November
Share certificates for First Tranche Placing by 15 November
Shares sent to Shareholders
Latest time and date for receipt of Forms of 12.00 noon on
Proxy and receipt of electronic proxy appointments 10 November
via the CREST system
General Meeting 12.00 noon on
14 November
Results of General Meeting announced through 14 November
Regulatory Information Service
Admission and commencement of dealings in the 8.00 a.m. on 15
Second Tranche Placing Shares November
Second Tranche Placing Shares credited to CREST 8.00 a.m. on 15
stock accounts November
Share certificates for Second Tranche Placing by 29 November
Shares sent to Shareholders
Admission and commencement of dealings in the 8.00 a.m. on 16
Third Tranche Placing Shares, the Subscription November
Shares and any Broker Offer Shares
Third Tranche Placing Shares, Subscription 8.00 a.m. on 16
Shares and any Broker Offer Shares credited November
to CREST stock accounts
Share certificates for Third Tranche Placing by 30 November
Shares, Subscription Shares and any Broker
Offer Shares sent to Shareholders
KEY STATISTICS
Issue Price 2 pence
Number of Existing Ordinary Shares 219,706,378
Number of Placing Shares to be issued 471,740,000
Number of Subscription Shares to be issued 28,260,000
Maximum number of Broker Offer Shares available
for issue 125,000,000
Maximum number of Ordinary Shares the subject 62,500,000
of the Broker Warrants and Broker Further
Warrants**
Maximum number of Placing Warrants 156,250,000
Number of Ordinary Shares in issue immediately
following Third Admission* 844,706,378
Percentage of Enlarged Issued Share Capital 74 per cent.
represented by the New Ordinary Shares*
Market capitalisation of the Company following GBP16.9 million
Third Admission (at the Issue Price)*
Estimated net proceeds of the Placing and GBP9.35 million
the Subscription receivable by the Company
Estimated net proceeds of the Broker Offer GBP2.35 million
receivable by the Company**
Notes:
* Assuming no other Ordinary Shares are issued prior to
completion of the Placing and the Subscription and the Broker Offer
is taken up in full.
** Assuming the Broker Offer is taken up in full, and all Placing Warrants are exercised.
DEFINITIONS
The following words and expressions shall have the following
meanings in this document unless the context otherwise
requires:
"Admission" First Admission, in the case of the First
Tranche Placing Shares, and/or Second Admission,
in the case of the Second Tranche Placing
Shares and/or Third Admission, in the case
of the Third Tranche Placing Shares, the
Subscription Shares and any Broker Offer
Shares, as the context requires;
"AIM" the AIM market operated by the London Stock
Exchange;
"AIM Rules" the rules for AIM companies as published
by the London Stock Exchange from time
to time;
"Board" or "Directors" the directors of the Company at the date
of this document;
"Broker Further Warrants" unlisted warrants to be issued to JIM Nominees
Limited (as nominee on behalf of Turner
Pope) to subscribe for up to 12,500,000
new Ordinary Shares, equivalent to 8 per
cent. of those Placing Warrants exercised
by investors from time to time, exercisable
at 3 pence per Ordinary Share for 18 months
from Third Admission, as constituted by
the Broker Further Warrant Instrument,
further details of which can be found in
"Broker Further Warrant paragraph 6 of Part I (Letter from the
Instrument" Chairman of DeepVerge plc) of this document;
the warrant instrument dated 26 October
2022 and executed by the Company under
"Broker Offer" which the Broker Further Warrants will
be issued to JIM Nominees Limited (as nominee
on behalf of Turner Pope);
the option for Turner Pope to require the
Company to issue Broker Offer Shares to
subscribers procured by Turner Pope as
agent of the Company at the Issue Price
(in addition to the Placing Shares), details
of which are set out in paragraph 6 of
Part I (Letter from the Chairman of DeepVerge
plc) of this document;
"Broker Offer Shares" up to 125,000,000 new Ordinary Shares available
to be placed by Turner Pope pursuant to
the Broker Offer;
"Broker Warrant Instrument" the warrant instrument dated 26 October
2022 and executed by the Company under
which the Broker Warrants will be issued
to JIM Nominees Limited (as nominee on
behalf of Turner Pope);
"Broker Warrants" unlisted warrants to be issued to JIM Nominees
Limited (as nominee on behalf of Turner
Pope) to subscribe for up to 50,000,000
new Ordinary Shares, equivalent to 8 per
cent. of the aggregate number of Placing
Shares, Subscription Shares and Broker
Offer Shares exercisable at the Issue Price
for three years from Third Admission, as
constituted by the Broker Warrant Instrument,
further details of which can be found in
paragraph 6 of Part I (Letter from the
Chairman of DeepVerge plc) of this document;
"Business Day" a day other than a Saturday, Sunday or
public holiday in England when banks in
London are open for business;
"certificated" or a share or other security which is not
"in certificated in uncertificated form (that is, not in
form" CREST);
"Company" or "DeepVerge" DeepVerge plc, a company registered in
England and Wales with registered number
10205396;
"CREST" the computerised settlement system to facilitate
transfer of title to or interests in securities
in uncertificated form operated by Euroclear
UK & International Limited;
"Deed of Standstill" an agreement between the Company and the
Lenders dated 26 October 2022 whereby the
Lenders have agreed not to exercise their
rights under the 2022 March Loan in respect
of late payments of interest and principal
and to accept, inter alia, repayment of
capital and prepayment of interest in full
and final settlement of all amounts due
"EIS relief" to the Lenders by 30 November 2022;
relief under the Enterprise Investment
Scheme, as set out in Part V of the Income
Tax Act 2007, as amended;
"Enlarged Issued the entire issued ordinary share capital
Share Capital" of the Company immediately following Third
Admission, assuming the Broker Offer is
taken up in full;
"Existing Ordinary the 219,706,378 Ordinary Shares in issue
Shares" at the date of this document;
"First Admission" the admission to trading on AIM of the
First Tranche Placing Shares in accordance
with Rule 6 of the AIM Rules;
"First Tranche Placing" the firm placing of the First Tranche Placing
Shares;
"First Tranche Placing the 32,955,956 new Ordinary Shares to be
Shares" allotted under the First Tranche Placing;
"Form of Proxy" the form of proxy for use at the General
Meeting which accompanies this document;
"General Meeting" the general meeting of the Company, notice
or "GM" of which is set out at the end of this
document, and any adjournment thereof;
"Group" the Company, its subsidiaries and subsidiary
undertakings;
"Issue Price" 2 pence, being the issue price of the
Placing Shares, the Subscription Shares
and any Broker Offer Shares;
"London Stock Exchange" London Stock Exchange plc;
"Modern Water" Modern Water plc, a subsidiary of the Company;
"Neville Registrars" Neville Registrars Limited, the Company's
registrars;
"New Ordinary Shares" together the up to 625,000,000 new Ordinary
Shares to be issued by the Company pursuant
to the Placing, the Subscription and the
Broker Offer;
"Notice of General the notice of the General Meeting, which
Meeting" is set out at the end of this document;
"Ordinary Share(s)" ordinary share(s) of 0.1 pence each in
the capital of the Company;
"PDMR" a person discharging managerial responsibilities
for the purposes of the UK Market Abuse
Regulation;
"Placing" the placing of the Placing Shares under
the terms of the Placing Agreement (comprising
the First Tranche Placing, the Second Tranche
Placing and the Third Tranche Placing);
"Placing Agreement" the agreement dated 26 October 2022 between
(1) the Company, (2) Turner Pope and (3)
SPARK, a summary of the key terms of which
can be found in paragraph 6 of Part I (Letter
from the Chairman of DeepVerge plc) of
this document;
"Placing Shares" the 471,740,000 new Ordinary Shares to
be issued by the Company pursuant to the
First Tranche Placing, the Second Tranche
Placing and the Third Tranche Placing;
"Placing Warrant
Instrument" the warrant instrument dated 26 October
2022 and executed by the Company under
which the Placing Warrants will be issued
to subscribers for New Ordinary Shares;
"Placing Warrants"
warrants to be issued on the basis of 1
warrant for every 4 New Ordinary Shares
subscribed in the Placing, the Subscription
and the Broker Offer, with an exercise
price of 3p and an exercise period ending
one year following Third Admission, expected
to be 15 November 2023;
"Regulatory Information a service approved by the FCA for the distribution
Service" to the public of
regulatory announcements and included within
the list maintained
on the FCA's website;
"Resolutions" the resolutions to be proposed at the General
Meeting, as set out in the Notice of General
Meeting;
"March 2022 Loan" the GBP25 million three year loan facility
made available to the Company pursuant
to the terms of an investment agreement
made between the Company, Riverfort Global
Opportunities PCC Limited and YA II PN,
Ltd ("Lenders") and dated 16 March 2022;
"Second Admission" the admission to trading on AIM of the
Second Tranche Placing Shares in accordance
with Rule 6 of the AIM Rules;
"Second Tranche Placing" the conditional placing of the Second Tranche
Placing Shares;
"Second Tranche Placing the 135,000,000 new Ordinary Shares to
Shares" be issued pursuant to the Second Tranche
Placing;
"Shareholder(s)" holder(s) of Ordinary Shares;
"SPARK" SPARK Advisory Partners Limited, the Company's
nominated adviser;
" Subscription " the subscription for the Subscription Shares
pursuant to subscription letters between
the Company and each of the subscribers;
"Subscription Shares" the 28,260,000 new Ordinary Shares to be
issued pursuant to the Subscription;
"Third Admission" the admission to trading on AIM of the
Third Tranche Placing Shares, the Subscription
Shares and any Broker Offer Shares in accordance
with Rule 6 of the AIM Rules;
"Third Tranche Placing" the conditional placing of the Third Tranche
Placing Shares;
"Third Tranche Placing the 303,784,044 new Ordinary Shares to
Shares" be issued pursuant to the Third Tranche
Placing;
"Turner Pope" Turner Pope Investments (TPI) Ltd, the
Company's broker; and
"UK" or "United the United Kingdom of Great Britain and
Kingdom" Northern Ireland.
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END
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