TIDMDPP
RNS Number : 2008R
DP Poland PLC
03 November 2021
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, THE REPUBLIC OF
SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE
THE IMPORTANT NOTICES AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO PURCHASE AND/OR SUBSCRIBE FOR,
OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN DP POLAND PLC OR
ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR
THE FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED
ON IN CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF DP
POLAND PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF EU REGULATION 596/2014 (WHICH FORMS PART OF
DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT
2018) ("UK MAR").
3 November 2021
DP Poland plc
(" DP Poland " or " the Company ")
Result of Fundraising
Further to the announcement yesterday ("Launch Announcement")
and the close of bookbuild announcement this morning, DP Poland is
pleased to announce the completion of a Placing of 34,320,956 New
Shares and a Subscription of 3,179,044 New Shares with investors,
at a price of 8 pence (the "Issue Price") raising a total of GBP3
million before expenses.
Words and expressions used in this announcement shall, unless
specifically defined, have the same meanings as those contained in
the Launch Announcement.
The Placing is subject to the conditions set out in the Launch
Announcement.
The Placing Shares and Subscription Shares represent
approximately 5.9% and 0.5% of the Company's Enlarged Share Capital
respectively, in aggregate 6.4%. The New Shares will be issued and
allotted credited as fully paid and will rank pari passu with the
Company's existing ordinary shares, including the right to receive
all dividends and other distributions declared, made or paid on or
in respect of such shares after the date of issue.
Related Party Transaction
Pursuant to the abovementioned Fundraising, Malaccan Holdings
Limited (Malaccan") is investing approximately GBP1.35 million via
the Placing, for 16,874,969 new Ordinary Shares. Malaccan is
currently an existing substantial shareholder of the Company and,
accordingly, is considered to be a related party under the AIM
Rules for Companies ("AIM Rules"). The participation of Malaccan in
the Fundraising is therefore deemed to constitute a related party
transaction pursuant to Rule 13 of the AIM Rules. Accordingly, the
independent Directors of DP Poland, being Nicholas Donaldson, Piotr
Dzierzek, Malgorzata Potkanska and Rob Morrish consider, having
consulted with Singer Capital Markets Advisory LLP, the Company's
Nominated Adviser, that the terms of Malaccan's participation in
the Fundraising are fair and reasonable insofar as the Company's
shareholders are concerned. As a result of Malaccan's participation
in the Fundraise, their total interest in the company remains
unchanged at 45.0% of the Company's issued share capital on
Admission.
Admission and Total Voting Rights
Application has been made to the London Stock Exchange for
admission of the 37,500,000 New Shares to trading on AIM and it is
expected that admission will become effective and dealings in the
New Shares will commence at 8.00 a.m. on 5 November 2021.
Following Admission, the Company's total issued share capital
will be 619,586,515 Ordinary Shares. The Company does not hold any
shares in treasury. Therefore, the total number of voting rights in
the Company will be 619,586,515.
This figure of 619,586,515 Ordinary Shares may be used by
shareholders as the denominator for the calculations by which they
will determine if they are required to notify their interest in, or
a change to their interest in, the Company under the FCA's
Disclosure Guidance and Transparency Rules.
Enquires:
DP Poland PLC Tel: +44 (0) 20 3393
6954
Nick Donaldson, Non-Executive Chairman
Singer Capital Markets Securities Limited Tel: +44 (0) 20 7496
(Broker) 3000
Singer Capital Markets Advisory LLP (Nominated
Adviser)
Shaun Dobson / Will Goode / Amanda Gray
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section below.
IMPORTANT NOTICES
Neither this Announcement, nor any copy of it, may be taken or
transmitted, published or distributed, directly or indirectly, in
or into the United States, Australia, Canada, Japan, New Zealand or
the Republic of South Africa or to any persons in any of those
jurisdictions or any other jurisdiction where to do so would
constitute a violation of the relevant securities laws of such
jurisdiction. This Announcement is for information purposes only
and does not constitute an offer to sell or issue, or the
solicitation of an offer to buy, acquire or subscribe for any
shares in the capital of the Company in the United States,
Australia, Canada, Japan, New Zealand or the Republic of South
Africa or any other state or jurisdiction in which such offer or
solicitation is not authorised or to any person to whom it is
unlawful to make such offer or solicitation. Any failure to comply
with these restrictions may constitute a violation of securities
laws of such jurisdictions.
The Placing Shares have not been, and will not be, registered
under the US Securities Act of 1933, as amended (the "US Securities
Act"), or under any securities laws of any state or other
jurisdiction of the United States and may not be offered, sold,
resold, transferred or delivered, directly or indirectly, in or
into the United States except pursuant to an applicable exemption
from the registration requirements of the US Securities Act and in
compliance with the securities laws of any state or other
jurisdiction of the United States.
There is no intention to register any portion of the Fundraising
in the United States or to conduct any public offering of
securities in the United States or elsewhere. All offers of Placing
Shares will be made pursuant to an exemption under the Regulation
(EU) 2017/1129 as it forms part of domestic law by virtue of the
European Union (Withdrawal) Act 2018 (the "Prospectus Regulation")
as amended from time to time from the requirement to produce a
prospectus. No prospectus will be made available in connection with
the matters contained in this Announcement and no such prospectus
is required (in accordance with the Prospectus Regulation) to be
published. Persons needing advice should consult an independent
financial adviser.
Members of the public are not eligible to take part in the
Fundraising. This Announcement is for information purposes only and
is directed only at persons whose ordinary activities involve them
in acquiring, holding, managing and disposing of investments (as
principal or agent) for the purposes of their business and who have
professional experience in matters relating to investments and are:
(a) if in a Member State of the Economic European Area (the "EEA")
qualified investors within the meaning of article 2(e) of the
Prospectus Regulation ("Qualified Investors"); or (b) if in the
United Kingdom, Qualified Investors who (i) are persons who have
professional experience in matters relating to investments falling
within the definition of "investments professional" in article
19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order"); (ii) are persons
falling within article 49(2)(a) to (d) ("high net worth companies,
unincorporated associations, etc") of the Order; or (c) are persons
to whom it may otherwise be lawfully communicated; (all such
persons referred to in (a), (b) and (c) above together being
referred to as "Relevant Persons"). This Announcement must not be
acted on or relied on by persons who are not Relevant Persons. Any
investment or investment activity to which this Announcement
relates is available only to Relevant Persons and will be engaged
in only with Relevant Persons.
The distribution of this Announcement and the offering of the
Placing Shares in certain jurisdictions may be restricted by law.
No action has been taken by the Company or SCM or any of their
respective partners, directors, officers, employees, advisers,
consultants, affiliates or agents that would permit an offering of
such shares or possession or distribution of this Announcement or
any other offering or publicity material relating to such shares in
any jurisdiction where action for that purpose is required. Persons
into whose possession this Announcement comes are required by the
Company, and SCM to inform themselves about, and to observe, such
restrictions.
This Announcement is not being distributed by, nor has it been
approved for the purposes of section 21 of the Financial Services
and Markets Act 2000, as amended ("FSMA"), by a person authorised
under FSMA. This Announcement is being distributed to persons in
the United Kingdom only in circumstances in which section 21(1) of
FSMA does not apply.
Persons (including without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
This Announcement has been issued by, and is the sole
responsibility of, the Company. No representation or warranty,
express or implied, is or will be made by SCM or by any of its
partners, directors, officers, employees, advisers, consultants,
affiliates or agents as to or in relation to, the accuracy or
completeness of this Announcement or any other written or oral
information made available to any interested person or their
advisers, and any liability therefore is expressly disclaimed. None
of the information in this Announcement has been independently
verified or approved by SCM or any of its partners, directors,
officers, employees, advisers, consultants, affiliates or agents.
Save for any responsibilities or liabilities, if any, imposed on
SCM by FSMA or by the regulator regime established under it, no
responsibility or liability is accepted by SCM or any of its
partners, directors, officers, employees, advisers, consultants,
affiliates or agents for any errors, omissions or inaccuracies in
such information or opinions or for any loss, cost or damage
suffered or incurred howsoever arising, directly or indirectly,
from any use of this Announcement or its contents or otherwise in
connection with this Announcement or from any acts or omissions of
the Company in relation to the Placing.
Singer Capital Market Securities Limited, which is authorised
and regulated in the United Kingdom by the FCA, is acting solely
for the Company and no-one else in connection with the transactions
and arrangements described in this Announcement and will not regard
any other person (whether or not a recipient of this Announcement)
as a client in relation to the transactions and arrangements
described in this Announcement. Neither Singer Capital Market
Securities Limited nor its partners, directors, officers,
employees, advisers, consultants, affiliates or agents are
responsible to anyone other than the Company for providing the
protections afforded to clients of Singer Capital Market Securities
Limited or for providing advice in connection with the contents of
this Announcement or for any other matters referred to herein.
Singer Capital Market Advisory LLP, which is authorised and
regulated in the United Kingdom by the FCA, is acting solely for
the Company and no-one else in connection with the transactions and
arrangements described in this Announcement and will not regard any
other person (whether or not a recipient of this Announcement) as a
client in relation to the transactions and arrangements described
in this Announcement. Neither Singer Capital Market Advisory LLP
nor its partners, directors, officers, employees, advisers,
consultants, affiliates or agents are responsible to anyone other
than the Company for providing the protections afforded to clients
of Singer Capital Market Advisory LLP or for providing advice in
connection with the contents of this Announcement or for any other
matters referred to herein.
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END
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November 03, 2021 05:29 ET (09:29 GMT)
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