TIDMGROW
RNS Number : 3667P
Draper Esprit PLC
25 May 2018
THIS ANNOUNCEMENT, INCLUDING THE APPIX (TOGETHER, THE
"ANNOUNCEMENT") AND THE INFORMATION IN IT, IS RESTRICTED, AND IS
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY
OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD
BE UNLAWFUL. THIS ANNOUNCEMENT HAS BEEN ISSUED BY AND IS THE SOLE
RESPONSIBILITY OF THE COMPANY.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN
OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH
OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES
LAWS OF ANY SUCH JURISDICTION. THIS ANNOUNCEMENT IS NOT AN OFFER OF
OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE
UNITED STATES.
This announcement contains inside information.
Draper Esprit plc
("Draper Esprit" or the "Company")
COMPLETION OF AN OVERSUBSCRIBED PLACING AND SUBSCRIPTION RAISING
GBP115 MILLION
Draper Esprit (AIM: GROW, ESM: GRW), a leading venture capital
firm involved in the creation, funding and development of
high-growth digital technology businesses across Europe, is pleased
to announce that, further to the announcement made earlier today,
it has secured funding commitments to raise gross proceeds of
GBP115 million at an issue price of 420 pence per share (the "Issue
Price") by way of the conditional placing of 20,238,095 new
Ordinary Shares (the "Placing Shares") and a subscription of
7,142,857 new Ordinary Shares (the "Subscription Shares"). The
Placing was oversubscribed.
The allotment of the Placing Shares and Subscription Shares is
conditional, inter alia, upon the Company obtaining approval of the
Shareholders at a general meeting of the Company to be convened for
10.00 a.m. on 13 June 2018 (the "General Meeting") to grant the
Directors the authority to allot the Placing Shares and
Subscription Shares and to dis-apply statutory pre-emption rights
which would otherwise apply to such allotment.
Enquiries
Draper Esprit plc
Simon Cook (Chief Executive
Officer)
Ben Wilkinson (Chief Financial +44 (0)20 7931
Officer) 8800
Numis Securities
Nominated Adviser & Joint Broker
Alex Ham
Richard Thomas +44 (0)20 7260
Jamie Loughborough 1000
Goodbody Stockbrokers
ESM Adviser & Joint Broker
Corporate Finance: Don Harrington
/ Dearbhla Gallagher
Corporate Broking: Linda Hickey
/ Charlotte Craigie +353 1 667 0420
MHP Communications (PR)
James White
Vera Prokhorenko +44 (0)20 3128
Pete Lambie 8570
EXPECTED TIMETABLE
Publication of the Circular 25 May 2018
Latest time and date for receipt 10.00 a.m. on 11
of Forms of Proxy June 2018
General Meeting 10.00 a.m. on 13
June 2018
Admission of New Ordinary 8.00 a.m. on 14
Shares June 2018
Expected time and date for 8.00 a.m. on 14
CREST accounts to be credited June 2018
in relation to the New Ordinary
Shares
Despatch of definitive share 30 June 2018
certificates (where applicable)
in relation to the New Ordinary
Shares expected by no later
than
Notes:
1. Certain of the events in the above timetable are conditional
upon, amongst other things, the approval of Resolutions 1 and 2 at
the General Meeting.
2. If any of the events contained in the timetable should
change, the revised times and dates will be notified by means of an
announcement through a Regulatory Information Service.
The Placing and the Subscription
20,238,095 Placing Shares have been placed with new and existing
institutional investors at the Issue Price and 7,142,857
Subscription Shares have been subscribed for by BBI at the Issue
Price to raise aggregate gross proceeds of GBP115 million. Neither
the Placing nor the Subscription is underwritten by Numis and
Goodbody. The New Ordinary Shares will represent approximately 27.7
per cent. of the Enlarged Share Capital.
The Placing and the Subscription are conditional, inter alia, on
the approval of Resolutions 1 and 2 at the General Meeting of the
Company to be held at the offices of Gowling WLG (UK) LLP, 4 More
London Riverside, London SE1 2AU, at 10.00 a.m. on 13 June 2018 and
upon Admission of the Placing Shares and Subscription Shares to
trading on AIM and ESM. It is expected that Admission will occur at
8.00 a.m. on 14 June 2018.
The Placing Agreement
Pursuant to the terms of the Placing Agreement, Numis and
Goodbody have agreed, subject to certain conditions, to use their
reasonable endeavours to place the Placing Shares at the Issue
Price.
The Placing Agreement contains certain warranties from the
Company in favour of Numis and Goodbody in relation to, inter alia,
certain matters relating to the Company and its business. In
addition, the Company has agreed to indemnify Numis and Goodbody in
relation to certain liabilities either may incur in respect of the
Placing. Numis and Goodbody have the right to terminate the Placing
Agreement in certain circumstances prior to Admission including,
without limitation, in the event of a material breach by the
Company of its obligations under the Placing Agreement, the
occurrence of certain force majeure events or a material adverse
change in the financial condition of the Group. The Placing
Agreement is also subject to various conditions including the
Subscription Agreement becoming, in all other respects,
unconditional. Neither the Placing nor the Subscription is being
underwritten.
In consideration for their services in relation to the Placing
and Admission and conditional upon completion of the Placing, Numis
and Goodbody will be paid a commission based on the aggregate value
of the Placing Shares at the Issue Price.
The Subscription agreement
Pursuant to the Subscription Agreement, BBI has agreed to
subscribe for 7,142,857 Subscription Shares at the Issue Price. The
Subscription is conditional, inter alia, on: (i) the passing of
Resolutions 1 and 2 at the General Meeting; (ii) Admission
occurring by not later than 8.00 a.m. on 14 June 2018 (or by such
later time and/or date as agreed between the parties but in any
event not later than 8.00 a.m. on 30 June 2018); (iii) the Placing
Agreement becoming unconditional, save for any condition relating
to the Subscription Agreement or to Admission; and (iv) the Company
raising at least GBP60 million in aggregate through the issue and
allotment of new Ordinary Shares which are the subject of Admission
comprising at least GBP30 million by private investors.
The Company has undertaken, subject to the availability of
suitable investment opportunities, under the Subscription Agreement
to procure that during the period from Admission to the fourth
anniversary of Admission, the amount invested by the Company, its
subsidiaries and subsidiary undertakings into companies which are
incorporated and headquartered in the UK and/or companies with
substantial operations located in the UK, will be at least GBP60
million, subject to compliance, in the reasonable opinion of the
Directors, with the Company's investing policy and provided that
nothing shall require the Directors to breach their fiduciary or
statutory duties to the Company.
Admission and dealings
Application will be made to the London Stock Exchange and the
Irish Stock Exchange (trading as Euronext Dublin) for the New
Ordinary Shares to be admitted to trading on AIM and ESM
respectively. The New Ordinary Shares will, when issued, rank pari
passu in all respects with the Existing Ordinary Shares, including
the right to receive all dividends and other distributions
declared, made or paid following Admission.
It is expected that Admission will become effective and that
dealings in the New Ordinary Shares will commence at 8.00 a.m. on
14 June 2018.
related party transactionS
Invesco Perpetual has conditionally subscribed for 6,571,428
Placing Shares at the Issue Price which constitutes a related party
transaction pursuant to the AIM Rules and the ESM Rules.
The Directors consider, having consulted with Numis (the
Company's nominated adviser) and Goodbody (the Company's ESM
adviser), that the terms of the subscription by Invesco Perpetual
are fair and reasonable insofar as the Shareholders are
concerned.
General Meeting
A notice convening the General Meeting to be held at the offices
of Gowling WLG (UK) LLP, 4 More London Riverside, London SE1 2AU,
at 10.00 a.m. on 13 June 2018 will be sent to Shareholders later
today. At the General Meeting, the following Resolutions will be
proposed:
Resolutions relating to the Placing and the Subscription
(Resolutions 1 and 2)
Resolutions 1 and 2 will be proposed to grant the Directors the
authority to allot the New Ordinary Shares (which are equivalent to
approximately 27.7 per cent. of the Enlarged Share Capital) without
first offering them to existing Shareholders on a pre-emptive
basis.
The Directors believe it would not be in the Shareholders' best
interests to incur the significant additional expense that would be
required to implement a fully pre-emptive offer of Ordinary Shares
to Shareholders. The Directors have therefore concluded that
seeking general authority from Shareholders to issue the New
Ordinary Shares other than on a pre-emptive basis is the most
flexible and cost effective method available to the Company.
Resolutions relating to general authority to allot Ordinary
Shares and waiver of pre-emption rights (Resolutions 3, 4 and
5)
Resolution 3 will, if passed, renew the Company's general
authority to allot equity securities up to an aggregate nominal
amount of GBP326,676.00 representing approximately 33 per cent of
the Company's issued ordinary share capital, but reflecting the
increased number of Ordinary Shares comprised in the Enlarged Share
Capital, without first offering them to existing Shareholders on a
pre-emptive basis.
Resolutions 4 and 5 will, if passed, renew the Company's general
authorities on a non-pre-emptive basis at (i) 5 per cent. of the
Company's issued ordinary share capital, but reflecting the
increased number of Ordinary Shares comprised in the Enlarged Share
Capital, and (ii) an additional 5 per cent. of the Company's issued
ordinary share capital, but reflecting the increased number of
Ordinary Shares comprised in the Enlarged Share Capital.
The authority sought under these Resolutions will expire at the
earlier of the conclusion of the annual general meeting of the
Company in 2018 and 30 September 2018.
IMPORTANT NOTICE
The information contained in this announcement is for
information purposes only and does not purport to be full or
complete. No reliance may be placed for any purpose on the
information contained in this announcement or its accuracy,
fairness or completeness.
This announcement does not constitute an offer to sell, or the
solicitation of an offer to acquire or subscribe for, Ordinary
Shares in any jurisdiction. The offer and sale of Ordinary Shares
has not been and will not be registered under the applicable
securities laws of Canada, Australia, Japan, New Zealand or the
Republic of South Africa. Subject to certain exemptions, the Shares
may not be offered to or sold within Canada, Australia, Japan, New
Zealand or the Republic of South Africa or to any national,
resident or citizen of Canada, Australia, Japan, New Zealand or the
Republic of South Africa.
The Ordinary Shares have not been, and will not be, registered
under the Securities Act, or the securities laws of any other
jurisdiction of the United States. The Ordinary Shares may not be
offered or sold, directly or indirectly, in or into the United
States (except pursuant to an exemption from, or a transaction not
subject to, the registration requirements of the Securities Act).
No public offering of the Ordinary Shares is being made in the
United States. The Ordinary Shares are being offered and sold only
outside the United States in "offshore transactions" within the
meaning of, and in reliance on, Regulation S under the Securities
Act.
The Ordinary Shares have not been approved or disapproved by the
United States Securities and Exchange Commission, any state
securities commission in the United States or any other regulatory
authority in the United States, nor have any of the foregoing
authorities passed on or endorsed the merits of the Placing or the
accuracy or adequacy of the information contained in this
announcement. Any representation to the contrary is a criminal
offence in the United States.
The securities referred to herein have not been registered under
the applicable securities laws of Australia, Canada, Japan or the
Republic of South Africa and, subject to certain exceptions, may
not be offered or sold within Australia, Canada, Japan or the
Republic of South Africa or to any national, resident or citizen of
Australia, Canada, Japan or the Republic of South Africa.
The distribution of this announcement outside the UK and Ireland
may be restricted by law. No action has been taken by the Company,
Numis or Goodbody that would permit (i) a public offer of Ordinary
Shares in any jurisdiction or (ii) possession of this announcement
in any jurisdiction outside the UK and Ireland, where action for
that purpose is required. Persons outside the UK and Ireland who
come into possession of this announcement should inform themselves
about the distribution of this announcement in their particular
jurisdiction. Failure to comply with those restrictions may
constitute a violation of the securities laws of such
jurisdiction.
Numis, which is a member of the London Stock Exchange, is
authorised and regulated in the UK by the FCA and is acting as
nominated adviser to the Company for the purposes of the AIM Rules
and as joint broker to the Company in connection with the Placing.
Numis is not acting for, and will not be responsible to, any person
other than the Company for providing the protections afforded to
its customers or for advising any other person on the contents of
this announcement or on any transaction or arrangement referred to
in this announcement. Numis' responsibilities as the Company's
nominated adviser under the AIM Rules are owed solely to the London
Stock Exchange and are not owed to the Company, any Director or to
any other person. No representation or warranty, express or
implied, is made by Numis as to, and no liability is accepted by
Numis in respect of, any of the contents of this announcement.
Goodbody, which is authorised and regulated by the Central Bank
of Ireland, is acting as ESM Adviser for the purposes of the ESM
Rules and joint broker to the Company. Persons receiving this
announcement should note that Goodbody is acting exclusively for
the Company in connection with the Placing and is not acting for
any other person and will not be responsible to any person for
providing the protections afforded to customers of Goodbody or for
advising any other person in connection with the Placing.
Goodbody's responsibilities as the Company's ESM Adviser and broker
under the ESM Rules are owed solely to the Irish Stock Exchange
(trading as Euronext Dublin) and are not owed to any other person.
No representation or warranty, express or implied, is made by
Goodbody as to, and no liability is accepted by Goodbody in respect
of, any of the contents of this announcement.
FORWARD-LOOKING STATEMENTS
This announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
plans and its current goals and expectations relating to its future
financial condition and performance and which involve a number of
risks and uncertainties. The Company cautions readers that no
forward-looking statement is a guarantee of future performance and
that actual results could differ materially from those contained in
the forward-looking statements. These forward-looking statements
can be identified by the fact that they do not relate only to
historical or current facts. Forward-looking statements sometimes
use words such as "aim", "anticipate", "target", "expect",
"estimate", "intend", "plan", "goal", "believe", "predict" or other
words of similar meaning. Examples of forward-looking statements
include, amongst others, statements regarding or which make
assumptions in respect of the planned use of the proceeds of the
Placing and the Subscription, the Group's liquidity position, the
future performance of the Group, future interest rates and currency
controls, the Group's future financial position, plans and
objectives for future operations and any other statements that are
not historical fact. By their nature, forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances, including, but not limited to, economic and
business conditions, the effects of continued volatility in credit
markets, market-related risks such as changes in interest rates and
foreign exchanges rates, the policies and actions of governmental
and regulatory authorities, changes in legislation, the further
development of standards and interpretations under IFRS applicable
to past, current and future periods, evolving practices with regard
to the interpretation and application of standards under IFRS, the
outcome of pending and future litigation or regulatory
investigations, the success of future acquisitions and other
strategic transactions and the impact of competition. A number of
these factors are beyond the Company's control. As a result, the
Company's actual future results may differ materially from the
plans, goals, and expectations set forth in the Company's
forward-looking statements. Any forward-looking statements made in
this announcement by or on behalf of the Company speak only as of
the date they are made. These forward looking statements reflect
the Company's judgement at the date of this announcement and are
not intended to give any assurance as to future results. Except as
required by the FCA, the London Stock Exchange, the Irish Stock
Exchange (trading as Euronext Dublin), the AIM Rules, the ESM Rules
or applicable law, the Company expressly disclaims any obligation
or undertaking to release publicly any updates or revisions to any
forward-looking statements contained in this announcement to
reflect any changes in the Company's expectations with regard
thereto or any changes in events, conditions or circumstances on
which any such statement is based.
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 Placing Shares have been subject to a product approval process,
which has determined that the Placing 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 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 Placing Shares may decline and investors could lose all or
part of
their investment; the Placing Shares offer no guaranteed income
and no capital protection; and an investment in the Placing 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 Placing. Furthermore, it is noted
that, notwithstanding the Target Market Assessment, Numis and
Goodbody have only procured investors who meet the criteria of
professional clients and eligible counterparties.
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 Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
DEFINITIONS
The following definitions apply throughout this announcement,
unless the context requires otherwise:
Admission the admission of the Placing Shares and the Subscription Shares to trading
on AIM and ESM
becoming effective in accordance with the AIM Rules and the ESM Rules
respectively
AIM the market of that name operated by the London Stock Exchange
AIM Rules the AIM Rules for Companies published by the London Stock Exchange
governing admission to
and trading on AIM, as may be amended from time-to-time
BBI British Business Investments Limited
Circular the circular to be sent by the Company to its Shareholders in connection
with the Placing
and the Subscription
Company or Draper Esprit Draper Esprit plc
CREST the relevant systems for the paperless settlement of trades in securities
and the holding
of uncertificated securities operated by Euroclear in accordance with the
CREST Regulations
CREST Regulations the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755),
including (i) any enactment
or subordinate legislation which amends or supersedes those regulations
and (ii) any applicable
rules made under those regulations for the time being in force
Directors the directors of the Company
ESM the Enterprise Securities Market operated and regulated by the Irish Stock
Exchange (trading
as Euronext Dublin)
ESM Adviser Goodbody, in its capacity as ESM Adviser to the Company for the purposes
of the ESM Rules
ESM Rules the ESM Rules for Companies published by the Irish Stock Exchange (trading
as Euronext Dublin)
Euroclear Euroclear UK & Ireland Limited, the operator of CREST
Existing Ordinary Shares the Ordinary Shares in issue as at the date of this announcement
FCA the Financial Conduct Authority
FSMA the Financial Services and Markets Act 2000, as may be amended from
time-to-time
General Meeting the general meeting of the Company convened for 10.00 a.m. on 13 June 2018
(or any adjournment
or postponement thereof)
Goodbody Goodbody Stockbrokers Unlimited Company, a company incorporated in Ireland
with registered
number 54223 and having its registered office at Ballsbridge Park,
Ballsbridge, Dublin 4,
D04 YW83 Ireland
Group the Company, together with its subsidiaries and subsidiary undertakings
and., for the purposes
of investments made by the Group, includes the Encore Funds
Ireland the island of Ireland excluding Northern Ireland
Irish Stock Exchange Irish Stock Exchange plc (trading as Euronext Dublin)
Issue Price 420 pence per Placing Share or Subscription Share (as appropriate)
London Stock Exchange London Stock Exchange plc
New Ordinary Shares the Placing Shares and the Subscription Shares
Numis Numis Securities Limited, a company incorporated in England and Wales with
registered number
02285918 and having its registered office at 10 Paternoster Square, London
EC4M 7LT
Ordinary Shares ordinary shares of GBP0.01 each in the capital of the Company
Placing the placing of the Placing Shares pursuant to the Placing Agreement
Placing Agreement the placing agreement dated 25 May 2018 between (1) Numis, (2) Goodbody
and (3) the Company
relating to the Placing
Placing Shares 20,238,095 new Ordinary Shares which are to be placed in accordance with
the terms of the
Placing, conditional inter alia on the passing of Resolutions 1 and 2
Regulation S Regulation S under the Securities Act
Resolutions the resolutions set out in the notice of General Meeting
Securities Act the US Securities Act of 1933, as amended
Shareholders holders of Ordinary Shares
Subscription the subscription by BBI for the Subscription Shares at the Issue Price
pursuant to the terms
of the Subscription Agreement
Subscription Agreement the subscription agreement dated 25 May 2018 between the Company and BBI
relating to the Subscription
by BBI
Subscription Shares 7,142,857 Ordinary Shares to be issued to BBI pursuant to the terms of the
Subscription Agreement
UK or United Kingdom the United Kingdom of Great Britain and Northern Ireland
uncertificated or in uncertificated form recorded on the register of members of the Company as being held in
uncertificated form in
CREST and title to which, by virtue of the CREST Regulations, may be
transferred by means
of CREST
United States or US the United States of America, its territories and possessions and the
District of Columbia
This information is provided by RNS, the news service of the
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END
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