TIDMTMT
RNS Number : 8054N
TMT Investments PLC
01 October 2021
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN (THIS
"ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN,
INTO OR FROM AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF
SOUTH AFRICA OR THE UNITED STATES OR ANY OTHER JURISDICTION IN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL..
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN TMT INVESTMENTS PLC OR ANY OTHER
ENTITY IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
THIS ANNOUNCEMENT IS A FINANCIAL PROMOTION FOR THE PURPOSES OF
SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ( "FSMA")
AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS AUTHORISED AND
REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN 779021).
For immediate release
1 October 2021
TMT INVESTMENTS PLC
PrimaryBid Offer
TMT Investments Plc (AIM: TMT) ("TMT" or the "Company"), the
venture capital company investing in high-growth, technology
companies across a number of core specialist sectors, is pleased to
announce a conditional subscription via PrimaryBid (the "PrimaryBid
Offer") of new ordinary shares of no par value in the Company
("Ordinary Shares")(the "PrimaryBid Offer Shares") at an issue
price of US$8.50 per share (the "Issue Price") which represents a
discount of 7.6 per cent. to the closing middle market price of an
Ordinary Share on 30 September 2021 (being the latest practicable
date prior to the publication of this Announcement) and a premium
of 13.5 per cent. to the Company's unaudited net asset value per
share of US$7.49 as at 30 June 2021.
Earlier today, the Company also announced a conditional capital
raise to raise US$18.5 million before expenses (the "Capital
Raising") by way of the issue of an aggregate of 2,176,471 new
Ordinary Shares at the Issue Price (the "Capital Raising
Announcement"). The Capital Raising consists of a conditional
placing of 1,577,672 new Ordinary Shares (the "Placing Shares") at
the Issue Price with new and existing institutional investors and
separate conditional direct subscriptions with the Company for an
aggregate of 598,799 new Ordinary Shares (the "Subscription Shares"
and together with the Placing Shares, the "New Ordinary Shares") by
Executive Director Alexander Selegenev and certain members of the
Company's founding management team and their connected parties.
The Capital Raising is conditional upon, inter alia, the New
Ordinary Shares being admitted to trading on the AIM Market of the
London Stock Exchange ("AIM")("Admission").
The PrimaryBid Offer is conditional upon Admission and the
admission of the PrimaryBid Offer Shares being admitted to trading
on AIM becoming effective ("PrimaryBid Admission"). Admission and
PrimaryBid Admission are expected to become effective on or about
8.00 a.m. on 7 October 2021.
The PrimaryBid Offer will therefore not be completed without the
Capital Raising also being completed.
The net proceeds of the PrimaryBid Offer, together with the net
proceeds of the Capital Raising, will be used as described in the
Capital Raising Announcement.
The PrimaryBid Offer
The Company values its retail investor base and is therefore
pleased to provide private and other investors with the opportunity
to participate in the PrimaryBid Offer by applying exclusively
through the PrimaryBid mobile app available on the Apple App Store
and Google Play. PrimaryBid does not charge investors any
commission for this service.
The PrimaryBid Offer, via the PrimaryBid mobile app, will be
open to individual and institutional investors following the
publication of this Announcement. The PrimaryBid Offer is expected
to close at 12 noon on 4 October 2021. The PrimaryBid Offer may be
closed early if it is oversubscribed.
A maximum of approximately US$1.5 million will be raised
pursuant to the PrimaryBid Offer through the issue of a maximum of
176,470 PrimaryBid Offer Shares. While the Issue Price is US$8.50,
valid applications under the PrimaryBid Offer will be processed by
PrimaryBid in Pounds Sterling (GBP) and the final Sterling
equivalent Issue Price will be announced by the Company at the same
time as the results of the PrimaryBid Offer. At the time of this
Announcement the Sterling equivalent of the Issue Price is GBP6.31
based on an exchange rate of US$1.00:GBP0.7422.
The Company reserves the right to scale back any order at its
discretion. The Company and PrimaryBid reserve the right to reject
any application for subscription under the PrimaryBid Offer without
giving any reason for such rejection.
No commission is charged to investors on applications to
participate in the PrimaryBid Offer made through PrimaryBid. It is
vital to note that once an application for PrimaryBid Offer Shares
has been made and accepted via PrimaryBid, an application cannot be
withdrawn.
For further information on PrimaryBid or the procedure for
applications under the PrimaryBid Offer, visit www.PrimaryBid.com
or email PrimaryBid at enquiries@primarybid.com.
The PrimaryBid Offer Shares will be issued free of all liens,
charges and encumbrances and will, when issued and fully paid, rank
pari passu in all respects with the Company's existing issued
Ordinary Shares.
The information contained within this Announcement is deemed by
the Company to constitute inside information as stipulated under
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). Upon the publication of this Announcement via a Regulatory
Information Service, this inside information is now considered to
be in the public domain.
The person responsible for arranging the release of this
announcement on behalf of the Company is Alexander Selegenev, a
director of the Company.
For further information contact :
TMT Investments Plc +44 (0)1534 281 800
Alexander Selegenev (Computershare - Company Secretary)
Executive Director
www.tmtinvestments.com alexander.selegenev@tmtinvestments.com
Strand Hanson Limited (Nominated
Adviser)
James Bellman / James Dance +44 (0)20 7409 3494
PrimaryBid Limited enquiries@primarybid.com
Fahim Chowdhury / James Deal
Kinlan Communications +44 (0)20 7638 3435
David Hothersall davidh@kinlan.net
About TMT Investments Plc
TMT Investments Plc invests in high-growth technology companies
across a number of core specialist sectors and has a significant
number of Silicon Valley investments in its portfolio. Founded in
2010, TMT has a current investment portfolio of over 45 companies
and unaudited net assets of US$218 million as at 30 June 2021. The
Company's objective is to generate an attractive rate of return for
shareholders, predominantly through capital appreciation. The
Company is traded on the AIM market of the London Stock Exchange.
www.tmtinvestments.com .
Further details of the PrimaryBid Offer
The Company highly values its retail investor base which has
supported the Company alongside institutional investors over
several years. Given the longstanding support of retail
shareholders, the Company believes that it is appropriate to
provide retail and other interested investors the opportunity to
participate in the PrimaryBid Offer. The Company is therefore
making the PrimaryBid Offer available exclusively through the
PrimaryBid mobile app.
The PrimaryBid Offer is offered under the exemptions against the
need for a prospectus allowed under the Prospectus Regulation Rules
of the Financial Conduct Authority (the "Prospectus Regulation
Rules"). As such, the Company is not required to publish a
prospectus pursuant to the Prospectus Regulation Rules. The
PrimaryBid Offer is not being made into any Restricted Jurisdiction
(as defined below) or any other jurisdiction where it would be
unlawful to do so.
There is a minimum subscription of GBP250 per investor under the
terms of the PrimaryBid Offer which is open to existing
shareholders and other investors subscribing via the PrimaryBid
mobile app.
For further details please refer to the PrimaryBid website at
www.PrimaryBid.com . The terms and conditions on which the
PrimaryBid Offer is made, including the procedure for application
and payment for PrimaryBid Offer Shares, is available to all
persons who register with PrimaryBid.
Investors should make their own investigations into the merits
of an investment in the Company. Nothing in this Announcement
amounts to a recommendation to invest in the Company or amounts to
investment, taxation or legal advice.
It should be noted that a subscription for PrimaryBid Offer
Shares and investment in the Company carries a number of risks.
Investors should consider the risk factors set out on
PrimaryBid.com before making a decision to subscribe for PrimaryBid
Offer Shares. Investors should take independent advice from a
person experienced in advising on investment in securities such as
the PrimaryBid Offer Shares if they are in any doubt.
Important notices
The distribution of this Announcement and any other
documentation associated with the Capital Raising and the
PrimaryBid Offer into jurisdictions other than the United Kingdom
may be restricted by law. Persons into whose possession these
documents come should inform themselves about and observe any such
restrictions. Any failure to comply with these restrictions may
constitute a violation of the securities laws or regulations of any
such jurisdiction. In particular, such documents should not be
distributed, forwarded to or transmitted, directly or indirectly,
in whole or in part, in, into or from the United States, Australia,
Canada, Japan or the Republic of South Africa or any other
jurisdiction where to do so may constitute a violation of the
securities laws or regulations of any such jurisdiction (each a
"Restricted Jurisdiction" ).
The PrimaryBid Offer Shares have not been and will not be
registered under the US Securities Act 1933 (as amended) (the "US
Securities Act" ) or with any securities regulatory authority of
any state or other jurisdiction of the United States and,
accordingly, may not be offered, sold, resold, taken up,
transferred, delivered or distributed, directly or indirectly,
within the United States except in reliance on an exemption from
the registration requirements of the US Securities Act and in
compliance with any applicable securities laws of any state or
other jurisdiction of the United States.
There will be no public offer of the PrimaryBid Offer Shares in
the United States. The PrimaryBid Offer Shares are being offered
and sold outside the US in reliance on Regulation S under the US
Securities Act. The PrimaryBid Offer Shares have not been approved
or disapproved by the US Securities and Exchange Commission, any
state securities commission in the US or any other US regulatory
authority, nor have any of the foregoing authorities passed upon or
endorsed the merits of the offering of the PrimaryBid Offer Shares
or the accuracy or adequacy of this Announcement. Any
representation to the contrary is a criminal offence in the US.
The PrimaryBid Offer Shares have not been and will not be
registered under the relevant laws of any state, province or
territory of any Restricted Jurisdiction and may not be offered,
sold, resold, taken up, transferred, delivered or distributed,
directly or indirectly, within any Restricted Jurisdiction except
pursuant to an applicable exemption from registration requirements.
There will be no public offer of PrimaryBid Offer Shares in
Australia, Canada, Japan, or the Republic of South Africa.
This Announcement is for information purposes only and does not
constitute or form part of any offer to issue or sell, or the
solicitation of an offer to acquire, purchase or subscribe for, any
securities in any jurisdiction and should not be relied upon in
connection with any decision to subscribe for or acquire any of the
PrimaryBid Offer Shares. In particular, this Announcement does not
constitute or form part of any offer to issue or sell, or the
solicitation of an offer to acquire, purchase or subscribe for, any
securities in the United States.
No statement in this Announcement is intended to be a profit
forecast or profit estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings or
earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical
published earnings or earnings per share of the Company.
This Announcement may include statements that are, or may be
deemed to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates", "plans",
"projects", "anticipates", "expects", "intends", "may", "will", or
"should" or, in each case, their negative or other variations or
comparable terminology. These forward-looking statements include
matters that are not historical facts. They appear in a number of
places throughout this Announcement and include statements
regarding the Directors' current intentions, beliefs or
expectations concerning, among other things, the Company's results
of operations, financial condition, liquidity, prospects, growth,
strategies and the Company's markets. By their nature,
forward-looking statements involve risk and uncertainty because
they relate to future events and circumstances. Actual results and
developments could differ materially from those expressed or
implied by the forward-looking statements. Forward-looking
statements may and often do differ materially from actual results.
Any forward-looking statements in this Announcement are based on
certain factors and assumptions, including the Directors' current
view with respect to future events and are subject to risks
relating to future events and other risks, uncertainties and
assumptions relating to the Company's operations, results of
operations, growth strategy and liquidity. Whilst the Directors
consider these assumptions to be reasonable based upon information
currently available, they may prove to be incorrect. Save as
required by applicable law or by the AIM Rules for Companies, the
Company undertakes no obligation to release publicly the results of
any revisions to any forward-looking statements in this
Announcement that may occur due to any change in the Directors'
expectations or to reflect events or circumstances after the date
of this Announcement.
Neither the content of the Company's website nor any website
accessible by hyperlinks to the Company's website is incorporated
in, or forms part of, this Announcement.
Certain figures contained in this Announcement, including
financial information, have been subject to rounding adjustments.
Accordingly, in certain instances, the sum or percentage change of
the numbers contained in this Announcement may not conform exactly
with the total figure given.
All references to time in this Announcement are to London time,
unless otherwise stated.
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END
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October 01, 2021 11:35 ET (15:35 GMT)
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