TIDMTGP
RNS Number : 9902U
Tekmar Group PLC
31 March 2023
THIS ANNOUNCEMENT (INCLUDING THE APPIX) 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, CANADA, THE REPUBLIC OF
SOUTH AFRICA, THE REPUBIC OF IRELAND, SINGAPORE, HONG KONG 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 TEKMAR GROUP 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
TEKMAR GROUP PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE EU REGULATION 596/2014 ("MAR") AND ARTICLE 7 OF
MAR AS INCORPORATED INTO UK DOMESTIC LAW PURSUANT TO THE EUROPEAN
UNION (WITHDRAWAL) ACT 2018) ("UK MAR"). IN ADDITION, MARKET
SOUNDINGS (AS DEFINED IN UK 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 UK 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.
31 March 2023
Tekmar Group plc
("Tekmar", the "Group" or the "Company")
Result of Placing and Subscription
Further to the announcement made at 07.00 today (the "Launch
Announcement"), Tekmar Group plc (AIM: TGP), a leading provider of
technology and services for the global offshore energy markets, is
pleased to confirm that the Company has conditionally raised gross
proceeds of approximately GBP 6.275 million pursuant to the Placing
from existing investors and the Subscription from SCF-IX L.P and a
Proposed Director, Steve Lockard.
In total, 22,222,222 Placing Shares have been conditionally
placed and 47,505,458 Subscription Shares have been conditionally
subscribed for, in each case at the Issue Price of 9 pence per
share.
The Retail Offer will be launched at 8.00 a.m. on 4 April 2023,
with a separate announcement to be made in due course.
Singer Capital Markets Securities Limited ("SCM Securities") is
acting as agent for and on behalf of the Company in respect of the
Placing. The Placing was conducted by way of an accelerated book
build process.
Capitalised terms used in this announcement have the meanings
given to them in the Launch Announcement, unless the context
provides otherwise.
Related Party Transaction
Schroder Investment Management ("Schroder") , a substantial
shareholder of the Company (as defined in the AIM Rules), have
subscribed for 14,811,112 Placing Shares in the Placing.
The participation of Schroder in the Placing is deemed to be a
related party transactions under Rule 13 of the AIM Rules. The
Independent Directors, (being the Directors other than Derek
Bulmer) consider, having consulted with the Company's nominated
adviser, Singer Capital Market Advisory LLP, that the terms of this
related party transaction are fair and reasonable insofar as the
Shareholders are concerned.
Admission, Settlement and Dealings
Application will be made to the London Stock Exchange for
admission of the New Ordinary Shares to trading on the AIM market
("AIM") of London Stock Exchange plc (the "London Stock
Exchange").
It is expected that admission of the New Ordinary Shares will
take place on or before 8.00 a.m. on 20 April 2023 and that
dealings in the New Ordinary Shares on AIM will commence at the
same time.
In addition to the passing of certain Resolutions, the Placing
and Subscription, are conditional upon, among other things,
Admission becoming effective.
The Placing is not conditional on the Subscription being
completed, nor is any part of the Placing subject to clawback from
the Retail Offer.
Following Admission and assuming the full take up of the Retail
Offer, the Company will have 145,874,813 Ordinary Shares in issue.
The New Ordinary Shares to be issued, when issued, will be fully
paid and will 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 after the date of
issue.
A further announcement will be made in relation to total voting
rights in the Company's share capital following the issue of the
New Ordinary Shares.
The Circular containing, amongst other things, the Notice of the
General Meeting is expected to be despatched to Shareholders in due
course (and no later than 3 April 2023).
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this Announcement.
Enquiries
+44 (0) 1325 379
Tekmar Group plc 520
Alasdair MacDonald (Chief Executive Officer)
Leanne Wilkinson (Interim Chief Financial
Officer)
Singer Capital Markets (Nominated Adviser, +44 (0) 20 7496
Sole Bookrunner and Joint Financial Adviser) 3000
Rick Thompson / George Tzimas / Alex Emslie
Bamburgh Capital Limited (Joint Financial +44 (0) 131 376
Adviser) 0901
Murdo Montgomery / Richard Evans
IMPORTANT NOTICES
Neither this Announcement, nor any copy of it, nor the
information contained in it, is for publication, release,
transmission, distribution or forwarding, in whole or in part,
directly or indirectly, in or into the United States, Australia,
Canada, Japan or the Republic of South Africa or any other
jurisdiction in which publication, release or distribution would be
unlawful (or to any persons in any of those jurisdictions). 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 shares in the capital of the
Company in the United States, Australia, Canada, Japan or the
Republic of South Africa or any other state or jurisdiction (or to
any persons in any of those jurisdictions). This Announcement has
not been approved by the London Stock Exchange. Any failure to
comply with these restrictions may constitute a violation of the
securities laws of such jurisdictions.
The Placing Shares have not been, and will not be, registered
under the US Securities Act or with any securities regulatory
authority or under any securities laws of any state or other
jurisdiction of the United States and may not be offered, sold,
resold, pledged, transferred or delivered, directly or indirectly,
in or into the United States except pursuant to an applicable
exemption from, or in a transaction not subject to, 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. No public offering of securities
is being made in the United States. The Placing Shares have not
been approved, disapproved or recommended by the U.S. Securities
and Exchange Commission, any state securities commission in the
United States or any other U.S. regulatory authority, nor have any
of the foregoing authorities passed upon or endorsed the merits of
the offering of the Placing Shares. Subject to certain exceptions,
the securities referred to herein may not be offered or sold in the
United States, Australia, Canada, Japan or the Republic of South
Africa or to, or for the account or benefit of, any national,
resident or citizen of the United States, Australia, Canada, Japan
or the Republic of South Africa.
No public offering of the Placing Shares is being made in the
United States, United Kingdom or elsewhere. All offers of the
Placing Shares will be made pursuant to an exemption from the
requirement to produce a prospectus under the EU Prospectus
Regulation or the UK Prospectus Regulation.
This Announcement is not being distributed by, nor has it been
approved for the purposes of section 21 of FSMA by, a person
authorised under FSMA. This Announcement is being distributed and
communicated to persons in the United Kingdom only in circumstances
in which section 21(1) of FSMA does not apply.
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 EU Prospectus Regulation or UK
Prospectus Regulation) to be published. Members of the public are
not eligible to take part in the Placing. This Announcement
(including the terms and conditions contained in this Announcement)
is for information purposes only and (unless otherwise agreed by
Singer Capital Markets) is directed only at: (a) persons in member
states of the EEA who are qualified investors within the meaning of
Article 2(e) of the EU Prospectus Regulation ("EEA Qualified
Investors"); (b) persons in the United Kingdom, who are qualified
investors, being persons falling within the meaning of Article 2(e)
of the UK Prospectus Regulation, and who (i) have professional
experience in matters relating to investments falling within the
definition of "investment professionals" in article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (the "Order"); or (ii) are persons falling within
article 49(2)(a) to (d) ("high net worth companies, unincorporated
associations, etc") of the Order; or (c) persons to whom it may
otherwise lawfully be communicated, (each such persons in (a), (b)
and (c) together being referred to as "Relevant Persons"). This
Announcement (including the terms and conditions set out in this
Announcement) must not be acted on or relied on
by persons who are not Relevant Persons. Persons distributing
this Announcement must satisfy themselves that it is lawful to do
so. Any investment or investment activity to which this
Announcement (including the terms and conditions set out herein)
relates is available only to, and will be engaged in only with,
Relevant Persons.
This Announcement has been issued by, and is the sole
responsibility of, the Company. No responsibility or liability is
or will be accepted by, and no undertaking, representation or
warranty or other assurance, express or implied, is or will be made
or given by Singer Capital Markets, or by any of their respective
partners, directors, officers, employees, advisers, consultants or
affiliates as to, or in relation to, the accuracy, fairness or
completeness of the information or opinions contained in this
Announcement or any other written or oral information made
available to or publicly available to any interested person or its
advisers, and any liability therefore is expressly disclaimed. The
information in this Announcement is subject to change.
Singer Capital Markets Securities Limited ("SCM Securities"),
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 Placing and 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
Placing or the transactions and arrangements described in this
Announcement. SCM Securities is not responsible to anyone other
than the Company for providing the protections afforded to clients
of SCM Securities or for providing advice in connection with the
contents of this Announcement, the Placing or the transactions and
arrangements described herein.
Singer Capital Markets Advisory LLP ("SCM Advisory"), which is
authorised and regulated in the United Kingdom by the FCA, is
acting as nominated adviser to the Company for the purposes of the
AIM Rules and no-one else in connection with the Placing and the
transactions and arrangements described in this Announcement and
will not be responsible to any other person (whether or not a
recipient of this Announcement) as a client in relation to the
Placing or the transactions and arrangements described in this
Announcement. SCM Advisory is not responsible to anyone other than
the Company for providing the protections afforded to clients of
SCM Advisory or for providing advice in connection with the
contents of this Announcement, the Placing or the transactions and
arrangements described herein. SCM Advisory's responsibilities as
the Company's nominated adviser under the AIM Rules for Nominated
Advisers are owed solely to the London Stock Exchange and are not
owed to the Company or to any Director or to any other person.
None of the information in this Announcement has been
independently verified or approved by Singer Capital Markets or any
of their respective partners, directors, officers, employees,
advisers, consultants or affiliates. Save for any responsibilities
or liabilities, if any, imposed on Singer Capital Markets by FSMA
or by the regulatory regime established under it, no responsibility
or liability whatsoever whether arising in tort, contract or
otherwise, is accepted by Singer Capital Markets or any of its
partners, directors, officers, employees, advisers, consultants or
affiliates whatsoever for the contents of the information contained
in this Announcement (including, but not limited to, any errors,
omissions or inaccuracies in the information or any opinions) or
for any other statement made or purported to be made by or on
behalf of Singer Capital Markets or any of its partners, directors,
officers, employees, advisers, consultants or affiliates in
connection with the Company, the Placing Shares or the Placing 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 Markets and its partners, directors,
officers, employees, advisers, consultants and affiliates
accordingly disclaim all and any responsibility and liability
whatsoever, whether arising in tort, contract or otherwise in
respect of any statements or other information contained in this
Announcement and no representation or warranty, express or implied,
is made by Singer Capital Markets or any of its partners,
directors, officers, employees, advisers, consultants or affiliates
as to the accuracy, completeness or sufficiency of the information
contained in this Announcement.
The distribution of this Announcement, the Placing and/or the
offering of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, Singer
Capital Markets or any of their respective affiliates that would
permit an offering of the Placing Shares 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
Company and Singer Capital Markets to inform themselves about, and
to observe, such restrictions.
Persons distributing this Announcement must satisfy themselves
that it is lawful to do so. Persons (including without limitation,
nominees and trustees) who have a contractual right or other legal
obligations to forward a copy of this Announcement (or any part
thereof) should seek appropriate advice before taking any
action.
In connection with the Placing, Singer Capital Markets and any
of its affiliates, acting as investors for their own account, may
take up a portion of the shares in the Placing as a principal
position and in that capacity may retain, purchase, sell, offer to
sell for their own accounts or otherwise deal for their own account
in such shares and other securities of the Company or related
investments in connection with the Placing or otherwise.
Accordingly, references to Placing Shares being offered, acquired,
placed or otherwise dealt in should be read as including any issue
or offer to, or acquisition, Placing or dealing by, Singer Capital
Markets and any of its affiliates acting in such capacity. In
addition, Singer Capital Markets and any of its affiliates may
enter into financing arrangements (including swaps) with investors
in connection with which Singer Capital Markets and any of its
affiliates may from time to time acquire, hold or dispose of
shares. Singer Capital Markets does not intend to disclose the
extent of any such investment or transactions otherwise than in
accordance with any legal or regulatory obligations to do so.
This Announcement may contain and the Company may make verbal
statements containing "forward-looking statements" with respect to
certain of the Company's plans and its current goals and
expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results.
Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "seek", "may", "could", "outlook" or other words
of similar meaning. By their nature, all forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances which are beyond the control of the Company. As a
result, the actual future financial condition, performance and
results of the Company may differ materially from the plans, goals
and expectations set forth in any 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 judgment at
the date of this Announcement and are not intended to give any
assurance as to future results and the Company cautions that its
actual results of operations and financial condition, and the
development of the industry in which it operates, may differ
materially from those made in or suggested by the forward-looking
statements contained in this Announcement and/or information
incorporated by reference into this Announcement. The information
contained in this Announcement is subject to change without notice
and except as required by applicable law or regulation, the Company
expressly disclaims any obligation or undertaking to publish any
updates, supplements 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 statements
are based, except where required to do so under applicable law.
This Announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Placing Shares. Any investment
decision to buy Placing Shares in the Placing must be made solely
on the basis of publicly available information, which has not been
independently verified by Singer Capital Markets. This Announcement
does not constitute a prospectus or offering memorandum or an offer
in respect of any securities and is not intended to provide the
basis for any decision in respect of the Company or other
evaluation of any securities of the Company or any other entity and
should not be considered as a recommendation that any investor
should subscribe for, purchase, otherwise acquire, sell or
otherwise dispose of any such securities. Recipients of this
Announcement who are considering acquiring Placing Shares pursuant
to the Placing are reminded that they should conduct their own
investigation, evaluation and analysis of the business, data and
property described in this Announcement. The price and value of
securities can go down as well as up and past performance is not a
guide to future performance. The contents of this Announcement
is
not to be construed as legal, business, financial or tax advice.
Each investor should consult with his or her or its own legal
adviser, business adviser, financial adviser or tax adviser for
legal, financial, business or tax advice.
No statement in this Announcement is intended to be a profit
forecast or estimate, and no statement in this Announcement should
be interpreted to mean that earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the
Company.
References in this Announcement to other reports or materials,
such as a website address, have been provided to direct the reader
to other sources of information on the Company which may be of
interest. Neither the content of the Company's website (or any
other website) nor the content of any website accessible from
hyperlinks on the Company's website (or any other website) is
incorporated into or forms part of this Announcement.
The Placing Shares to be issued or sold pursuant to the Placing
will not be admitted to trading on any stock exchange other than
AIM.
Information to Distributors
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, Singer Capital Markets or
any of its affiliates that would permit an offering of the Placing
Shares 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 Company and Singer Capital Markets to inform themselves
about, and to observe, such restrictions.
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END
IOEUAAUROSUOOAR
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March 31, 2023 08:19 ET (12:19 GMT)
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