TIDMQTX
RNS Number : 1856M
Quartix Holdings PLC
19 January 2021
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE
RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR
ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
SHALL 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 QUARTIX HOLDINGS
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 QUARTIX HOLDINGS PLC. PLEASE SEE THE IMPORTANT NOTICE AT
THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF REGULATION 596/2014 ("MAR"). IN ADDITION, MARKET
SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF CERTAIN OF
THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT
CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS
PERMITTED BY MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS
INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND
SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE
INFORMATION.
QUARTIX HOLDINGS PLC
("Quartix", the "Company" or the "Group")
Result of Secondary Placing and Director Shareholding
Quartix, a leading supplier of vehicle tracking systems,
announces that it has been informed by the Sellers that, further to
the announcement made at 7.00 a.m. on 19 January 2021 (the "ABB
Announcement"), they have successfully sold a total of 7,194,377
Placing Shares at a price of 401 pence per Placing Share via an
oversubscribed Placing. The Placing Shares in aggregate represent
approximately 15.0 per cent. of the Company's issued share
capital.
Capitalised terms in this announcement shall have the same
meaning ascribed to them in the ABB Announcement, unless the
context requires otherwise.
On completion of the Placing, the Sellers shall have the
following resultant shareholdings:
Resultant holding assuming
all Placing Shares sold
Director Current shareholding Number of Ordinary Shares %
Placing Shares
--------------------- ---------------- -------------------- -------
Andrew Walters 4,829,400 4,829,400 - -
--------------------- ---------------- -------------------- -------
Dominie Walters 2,126,586 2,126,586 - -
--------------------- ---------------- -------------------- -------
A J Walters
Trust* 10,900,000 238,391 10,661,609 22.2%
--------------------- ---------------- -------------------- -------
* a trust established by Andrew Walters for the benefit of his
family, and includes Andrew Walters and his wife as trustees
Following the Placing, Andrew Walters shall have a total
beneficial interest in 10,661,609 Ordinary Shares representing 22.2
per cent. of the Company's issued share capital.
Each of the Sellers have undertaken not to dispose of any
further shares for a period of 180 days.
The notification at the end of this announcement, set out in
accordance with the requirements of the EU Market Abuse Regulation,
provides further details of the transactions.
The Placing was conducted through an accelerated bookbuild by
finnCap Ltd ("finnCap") acting as bookrunner. Proceeds of the
Placing are payable in cash on usual settlement terms and the
Placing is expected to settle on a T+10 basis on or around 2
February 2021. The Company is not a party to the Placing and will
not receive any proceeds from the Placing.
For further Information please contact:
Quartix (www.quartix.net)
Andrew Walters, Chief Executive
Daniel Mendis, Chief Operating and Financial
Officer 01686 806 663
finnCap (Nominated Adviser and Broker)
Matt Goode / Kate Bannatyne (Corporate
Finance)
Alice Lane (Corporate Broking) 020 7220 0500
1. Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Andrew Walters
------------------------------- ----------------------------------
2. Reason for the Notification
-------------------------------------------------------------------
a) Position/status Chief Executive Officer
------------------------------- ----------------------------------
b) Initial notification/Amendment Initial notification
------------------------------- ----------------------------------
3. Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-------------------------------------------------------------------
a) Name Quartix Holdings plc
------------------------------- ----------------------------------
b) LEI 213800I4PGCG3QUIHC59
------------------------------- ----------------------------------
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 1p Ordinary shares
Financial instrument,
type of instrument
Identification code QTX GB00BLZH2C83
------------------------------- ----------------------------------
b) Nature of the transaction Sale of Ordinary Shares
------------------------------- ----------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
401 pence 4,829,400
----------
------------------------------- ----------------------------------
d) Aggregated information:
* Aggregated volume As above
* Price
------------------------------- ----------------------------------
e) Date of the transaction 19 January 2021
------------------------------- ----------------------------------
f) Place of the transaction London Stock Exchange, AIM Market
(XLON)
------------------------------- ----------------------------------
1. Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Dominie Walters
------------------------------- ----------------------------------
2. Reason for the Notification
-------------------------------------------------------------------
a) Position/status PCA to Chief Executive Officer
------------------------------- ----------------------------------
b) Initial notification/Amendment Initial notification
------------------------------- ----------------------------------
3. Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-------------------------------------------------------------------
a) Name Quartix Holdings plc
------------------------------- ----------------------------------
b) LEI 213800I4PGCG3QUIHC59
------------------------------- ----------------------------------
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 1p Ordinary shares
Financial instrument,
type of instrument
Identification code QTX GB00BLZH2C83
------------------------------- ----------------------------------
b) Nature of the transaction Sale of Ordinary Shares
------------------------------- ----------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
401 pence 2,126,586
----------
------------------------------- ----------------------------------
d) Aggregated information:
* Aggregated volume As above
* Price
------------------------------- ----------------------------------
e) Date of the transaction 19 January 2021
------------------------------- ----------------------------------
f) Place of the transaction London Stock Exchange, AIM Market
(XLON)
------------------------------- ----------------------------------
1. Details of the person discharging managerial responsibilities
/ person closely associated
a) Name A J Walters Trust
------------------------------- ------------------------------------
2. Reason for the Notification
---------------------------------------------------------------------
a) Position/status PCA to Chief Executive Officer (who
is a trustee)
------------------------------- ------------------------------------
b) Initial notification/Amendment Initial notification
------------------------------- ------------------------------------
3. Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
---------------------------------------------------------------------
a) Name Quartix Holdings plc
------------------------------- ------------------------------------
b) LEI 213800I4PGCG3QUIHC59
------------------------------- ------------------------------------
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 1p Ordinary shares
Financial instrument,
type of instrument
Identification code QTX GB00BLZH2C83
------------------------------- ------------------------------------
b) Nature of the transaction Sale of Ordinary Shares
------------------------------- ------------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
401 pence 238,391
----------
------------------------------- ------------------------------------
d) Aggregated information:
* Aggregated volume As above
* Price
------------------------------- ------------------------------------
e) Date of the transaction 19 January 2021
------------------------------- ------------------------------------
f) Place of the transaction London Stock Exchange, AIM Market
(XLON)
------------------------------- ------------------------------------
Important Notice:
MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN
THE PLACING. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH
IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED AT (1) IN THE UNITED
KINGDOM OR ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, PERSONS
WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(e) OF
EU REGULATION (EU) 2017/1129 AND ANY RELEVANT IMPLEMENTING MEASURES
(THE "PROSPECTUS REGULATION"); AND (2) IN THE UNITED KINGDOM,
PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES
AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMED)
(THE "ORDER"); OR (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE
ORDER OR (III) ARE PERSONS TO WHOM AN OFFER OF THE PLACING SHARES
MAY OTHERWISE LAWFULLY BE MADE (ALL SUCH PERSONS REFERRED TO IN (1)
AND, (2) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE
INFORMATION REGARDING THE PLACING SET OUT IN 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.
This announcement and the information contained herein is for
information purposes only and does not constitute or form part of
any offer or an invitation to acquire or dispose of securities in
the United States, Canada, Australia, South Africa or Japan or in
any jurisdiction in which such an offer or invitation is
unlawful.
The Placing Shares have not been, and will not be, registered
under the US Securities Act of 1933, as amended (the "Securities
Act"), or under the securities laws of any State or other
jurisdiction of the United States, and, absent registration, may
not be offered or sold in the United States (as defined in
Regulation S under the Securities Act) except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and the securities
laws of any relevant State or other jurisdiction of the United
States. There will be no public offering of the Placing Shares in
the United States or elsewhere.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
announcement. Any representation to the contrary is a criminal
offence in the United States.
No prospectus, admission document or offering document has been
or will be prepared in connection with the Placing. Any investment
decision to buy securities in the Placing must be made solely on
the basis of publicly available information. Such information is
not the responsibility of and has not been independently verified
by the Sellers, finnCap or any of their respective affiliates.
Neither this announcement nor any copy of it may be taken,
transmitted or distributed, directly or indirectly, in or into or
from the United States (including its territories and possessions,
any State of the United States and the District of Columbia),
Australia, Canada, the Republic of South Africa or Japan. Any
failure to comply with this restriction may constitute a violation
of US, Australian, Canadian, South African or Japanese securities
laws.
The distribution of this announcement and the offering or sale
of the Placing Shares in certain jurisdictions may be restricted by
law. No action has been taken by the Sellers, finnCap or any of
their respective affiliates that would, or which is intended to,
permit a public offer of the Placing Shares in any jurisdiction, or
possession or distribution of this announcement or any other
offering or publicity material relating to the Placing Shares, in
any jurisdiction where action for that purpose is required. Persons
into whose possession this announcement comes are required by the
Sellers and finnCap to inform themselves about and to observe any
applicable restrictions.
No reliance may be placed, for any purposes whatsoever, on the
information contained in this announcement or on its completeness
and this announcement should not be considered a recommendation by
the Company, the Sellers, finnCap or any of their respective
affiliates in relation to any purchase of or subscription for
securities of the Company. No representation or warranty, express
or implied, is given by or on behalf of the Company, the Sellers,
finnCap or any of their respective directors, partners, officers,
employees, advisers or any other persons as to the accuracy,
fairness or sufficiency of the information or opinions contained in
this announcement and none of the information contained in this
announcement has been independently verified. Save in the case of
fraud, no liability is accepted for any errors, omissions or
inaccuracies in such information or opinions.
finnCap, which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting only for the
Sellers in connection with the Placing and will not be responsible
to anyone other than the Sellers for providing the protections
offered to the clients of finnCap, nor for providing advice in
relation to the Placing or any matters referred to in this
announcement, and apart from the responsibilities and liabilities
(if any) imposed on finnCap by the Financial Services and Markets
Act 2000, any liability therefore is expressly disclaimed. Any
other person in receipt of this announcement should seek their own
independent legal, investment and tax advice as they see fit.
References to time in this announcement are to London time,
unless otherwise stated. All times and dates in this announcement
may be subject to amendment.
Certain statements in this announcement are, or may be deemed to
be, forward-looking statements. By their nature, forward-looking
statements involve a number of risks, uncertainties and assumptions
that could cause actual results or events to differ materially from
those expressed or implied by the forward-looking statements. These
risks, uncertainties and assumptions could adversely affect the
outcome and financial consequences of the plans and events
described herein. No one undertakes any obligation to publicly
update or revise any forward-looking statement, whether as a result
of new information, future events or otherwise. Readers should not
place any undue reliance on forward-looking statements which speak
only as of the date of this announcement. Statements contained in
this announcement regarding past trends or events should not be
taken as representation that such trends or events will continue in
the future.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this announcement.
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 (a) retail investors, (b) investors
who meet the criteria of professional clients and (c) 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, finnCap will only procure 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.
This information is provided by RNS, the news service of the
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END
ROIGPUWPGUPGGGB
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January 19, 2021 06:24 ET (11:24 GMT)
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