TIDMGRA
RNS Number : 8013T
Grafenia plc
25 March 2019
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014 ("MAR"). With the
publication of this announcement via a Regulatory Information
Service, this inside information is now considered to be in the
public domain.
25 March 2019
Grafenia plc
("Grafenia", the "Company" or the "Group")
Subscription to raise GBP1.1 million and Director/PDMR
Dealing
Grafenia plc (AIM: GRA) is pleased to announce that it has
raised approximately GBP1.1 million, before expenses, by way of a
subscription (the "Subscription") for 7,868,517 new ordinary shares
(the "Subscription Shares") at 13.5 pence per Subscription Share
(the "Subscription Price") from existing investors.
Reasons for the Subscription and Use of Proceeds
The Board has a clear strategy to accelerate the growth of
Grafenia through the acquisition of sign businesses and to open
further Nettl Business Superstores. In addition to this, and as
noted in the Company's announcement on 17 January 2019, the Board
is also investing in its Production Hub at Trafford Park,
Manchester.
The Board intends to use the net proceeds of the Subscription
for multiple purposes: to relocate and integrate Image Everything's
operations into the Group's main production hub in Manchester, to
invest in the launch of Nettl of America, to make further small
acquisitions and for the Group's general working capital
requirements.
The Board has forecast significant savings and improvement in
efficiencies by consolidating our two facilities. We are not
anticipating labour reductions as a result of this process.
Nettl of America was launched at an event in Orlando, Florida on
7 March 2019. In the United States, Nettl is a bolt-on franchise
which is regulated by federal and state law. We have completed
pre-sale registration and disclosure requirements to begin
marketing in selected states. We have undertaken several
exploratory meetings with potential franchisees and the Directors
believe that the scope exists to grow a Nettl franchise network in
the US.
The Board continues to review opportunities to acquire sign
businesses. In the Company's interim results for the six months
ended 30 September 2018, which we announced on 28 November 2018, we
said we are looking to acquire a few larger sign businesses,
similar in scale to Image Everything. These will act as regional
manufacturing and installation hubs, to support a local network of
Nettl Business Stores and studios. The Company expects to
predominantly finance these acquisitions via equity
fundraisings.
Director's Participation in the Subscription
Conrad Bona is participating in the Subscription on identical
terms to the other subscribers. Conrad has agreed to subscribe for
222,222 Subscription Shares. Following this subscription and upon
Admission, Conrad will have a total beneficial interest in
1,087,222 Ordinary Shares, equivalent to 1.28 per cent. of the
Company's ordinary share capital upon Admission.
Related Party Transactions
Investmentaktiengesellschaft für langfristige Investoren TGV
("Langfrist") and Value Focus Beteiligungs GmbH ("Value Focus") are
deemed related parties of the Company for the purposes of the AIM
Rules for Companies as they each hold more than 10 per cent. of the
Company's existing issued ordinary shares, being 28.26 per cent.
and 20.61 per cent. respectively. Langfrist and Value Focus
participated in the Subscription in respect of 3,148,148
Subscription Shares and 2,962,962 Subscription Shares respectively
and each such participation represents a related party transaction
pursuant to Rule 13 of the AIM Rules for Companies.
The Independent Directors, having consulted with the Company's
Nominated Adviser, Allenby Capital, consider that the terms of each
of the related party transactions are fair and reasonable insofar
as the Shareholders are concerned.
Commenting on the Subscription, Jan Mohr, Chairman of Grafenia
said:
"We are looking forward to continuing our journey of growing
Grafenia organically and by way of acquisition. To that end, we
appreciate our shareholders' support in our strategy and are
determined to allocate funds wisely."
Commenting on the Subscription, Peter Gunning, CEO of Grafenia
said:
"One of the original attractions of acquiring Image Everything
was their geographic proximity to our existing production hub. It's
always been our intention to consolidate both sites when the timing
was right. And that time is now. Bringing our two production
streams and account management teams under one roof should allow us
to make better use of both our talent and our equipment.
We remain focused on giving our clients and partners clever
ideas to promote and brand their businesses, and doing this in a
reliable and efficient way, every time.
Earlier this month, we launched Nettl of America. The team have
put a tremendous amount of effort into upgrading our platform to
work in a different currency, with different tax rules and
translating our marketing and product range to work with different
sizes, different weights and different words. It was a pleasure to
meet potential Nettl franchisees face-to-face and to hear common
challenges and opportunities. We look forward to growing
together.
On behalf of all at Grafenia, we thank participating
shareholders for their continued support."
Details of the Subscription
The Subscription will result in the issue of 7,868,517
Subscription Shares, representing approximately 9.29 per cent. of
the Company's issued ordinary share capital as enlarged by the
Subscription.
The Subscription Price represents a premium of approximately 20
per cent. to the closing mid-market price on 22 March 2019, the
last practicable date prior to the Company entering into the
Subscription. The Subscription Shares are to be issued within the
Company's existing allotment authorities, obtained at the last
Annual General Meeting held on 27 July 2018 and therefore the
Subscription is not conditional on a General Meeting.
The Subscription Shares, when issued and fully paid, will rank
pari passu in all respects with the Company's existing ordinary
shares, including the right to all dividends or other distributions
declared, made or paid after the date of issue of the Subscription
Shares.
Application has been made to the London Stock Exchange for the
Subscription Shares to be admitted to trading on AIM ("Admission").
It is expected that Admission will become effective and dealings in
the Subscription Shares will commence at 8.00 a.m. on 28 March
2019.
Total Voting Rights
Upon Admission, the Company's issued share capital will consist
of 84,684,683 ordinary shares with one voting right each. The
Company does not hold any ordinary shares in treasury. Therefore,
the total number of ordinary shares and voting rights in the
Company will be 84,684,683. With effect from Admission, this figure
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 share capital of
the Company under the FCA's Disclosure Guidance and Transparency
Rules.
Market Abuse Regulation (MAR)
MAR came into effect from 3 July 2016. Market soundings, as
defined in MAR, were taken in respect of the Subscription with the
result that certain persons became aware of inside information, as
permitted by MAR. That inside information is set out in this
announcement and has been disclosed as soon as possible in
accordance with paragraph 7 of article 17 of MAR. Therefore, those
persons that received inside information in a market sounding are
no longer in possession of inside information relating to the
Company and its securities.
For further information:
Grafenia plc
Peter Gunning (CEO) 07973 191 632
Allenby Capital Limited (Nominated Adviser
and broker)
David Hart / Liz Kirchner / Nicholas Chambers 0203 328 5656
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Subscription Shares have been subject to a product approval
process, which has determined that the Subscription Shares are: (i)
compatible with an end target market of retail investors and
investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii)
eligible for distribution to retail investors through advised sales
only and to professional clients and eligible counterparties
through all distribution channels as are permitted by MiFID II (the
"Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors
should note that: the price of the Subscription Shares may decline
and investors could lose all or part of their investment; the
Subscription Shares offer no guaranteed income and no capital
protection; and an investment in the Subscription Shares is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Initial Issue, Issue and the Share
Issuance Programme.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Subscription
Shares.
Each distributor is responsible for undertaking its own Target
Market Assessment in respect of the Subscription Shares and
determining appropriate distribution channels.
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 Conrad Bona
------------------------------- ----------------------------------------
2. Reason for the Notification
-------------------------------------------------------------------------
a) Position/status Non-Executive Director
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b) Initial notification/Amendment Initial notification
------------------------------- ----------------------------------------
3. Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-------------------------------------------------------------------------
a) Name Grafenia plc
------------------------------- ----------------------------------------
b) LEI 213800OKTI2518K5KM22
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4. Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type of
transaction; (iii) each date; and (iv) each place
where transactions have been conducted
-------------------------------------------------------------------------
a) Description of the Ordinary shares of 1p each in Grafenia
Financial instrument, plc
type of instrument
Identification code GB0009638130
------------------------------- ----------------------------------------
b) Nature of the transaction Purchase of shares
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c) Price(s) and volume(s) Price(s) Volume(s)
13.5p 222,222
----------
------------------------------- ----------------------------------------
d) Aggregated information: n/a
Aggregated volume
Price
------------------------------- ----------------------------------------
e) Date of the transaction 25 March 2019
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f) Place of the transaction Outside a Trading Venue
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This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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