TIDMTGP
RNS Number : 0467V
Tekmar Group PLC
03 April 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, OR INTO OR WITHIN THE UNITED
STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, THE
REPUBLIC OF IRELAND, SINGAPORE, HONG KONG OR JAPAN OR ANY OTHER
JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT
CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR
REGULATION. PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS
ANNOUNCEMENT.
THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS
OR MATERIALS RELATING TO THE RETAIL OFFER AS A FINANCIAL PROMOTION
IS ONLY BEING MADE TO, AND MAY ONLY BE ACTED UPON BY, THOSE PERSONS
IN THE UNITED KINGDOM FALLING WITHIN ARTICLE 43 OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMED (WHICH INCLUDES AN EXISTING MEMBER OF TEKMAR GROUP PLC). ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT
RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND WILL BE ENGAGED IN
ONLY WITH SUCH PERSONS.
3 April 2023
Tekmar Group plc
Retail Offer
Tekmar plc ("Tekmar" or the "Company") is pleased to announce a
retail offer via the BookBuild platform (the "Retail Offer") to
raise up to approximately GBP 1.0 million (before expenses) through
the issue of new Ordinary Shares of 1 pence each in the capital of
the Company (the "Ordinary Shares"). Under the Retail Offer, up to
11,111,111 new Ordinary Shares (the "Retail Shares") will be made
available at a price of 9 pence per Retail Share (the "Issue
Price").
In addition to the Retail Offer, the Company announced on 31
March 2023 a strategic investment by SCF-IX L.P and Steve Lockard
to support Tekmar's strategy to become a global offshore wind
services business through a subscription of new Ordinary Shares
(the "Subscription"), as well as a placing of new Ordinary Shares
through an accelerated bookbuild process with existing
institutional investors (the "Placing"), both at the Issue Price,
to raise up to approximately GBP7.275 million (before
expenses).
A separate announcement has been made regarding the Placing and
its terms, the reasons for the Placing and use of proceeds. The
proceeds of the Retail Offer will be utilised in the same way as
the proceeds of the Placing.
For the avoidance of doubt, the Retail Offer is not part of the
Placing and completion of the Placing is not conditional on the
completion of the Retail Offer.
The Retail Offer is conditional on, inter alia, completion of
the Placing and the Placing Shares and the Retail Shares being
admitted to trading on the AIM market of London Stock Exchange plc.
Admission of the Retail Shares is expected to take place and
dealings are expected to commence at 8.00 a.m. on or around 20
April 2023 .
Expected Timetable in relation to the Retail Offer
Retail Offer opens 8.00 AM on 4 April 2023
Latest time and date for commitments 4.30 PM on 17 April
under the Retail Offer
-------------------------
Results of the Retail Offer announced 18 April 2023
-------------------------
Admission and dealings in Retail 8.00 AM on 20 April 2023
Shares commence
-------------------------
Dealing Codes
Ticker TGP
ISIN for the Ordinary Shares GB00BDFGGK53
-------------
SEDOL for the Ordinary Shares BDFGGK5
-------------
Bookbuild Retail Offer
The Company values its retail shareholder base and believes that
it is appropriate to provide its existing retail shareholders in
the United Kingdom with the opportunity to participate in the
Retail Offer.
The Company is therefore making the Retail Offer open to
eligible investors in the United Kingdom through certain financial
intermediaries which will be listed, subject to certain access
restrictions, on the following website:
https://www.bookbuild.live/deals/LW1L5Q/authorised-intermediaries
.
Singer Capital Markets Securities Limited is acting as retail
offer co-ordinator in relation to this Retail Offer (the "Retail
Offer Co-ordinator").
Existing retail shareholders can contact their broker or wealth
manager ("intermediary") to participate in the Retail Offer. To be
appointed as an authorised intermediary in connection with the
Retail Offer, each intermediary must be on-boarded onto the
BookBuild platform and agree to the final terms and the retail
offer terms and conditions, which regulate, inter alia, the conduct
of the Retail Offer on market standard terms and provide for the
payment of commission to any intermediary that elects to receive a
commission and/or fee (to the extent permitted by the FCA Handbook
Rules) from the Retail Offer Co-ordinator (on behalf of the
Company).
Any expenses incurred by any intermediary are for its own
account. Investors should confirm separately with their
intermediary whether there are any commissions, fees or expenses
that will be applied by such intermediary in connection with any
application made through that intermediary pursuant to the Retail
Offer.
The Retail Offer will open to eligible investors in the United
Kingdom at 8.00 a.m. on 4 April 2023 . The Retail Offer is expected
to close at 4.30 p.m. on 17 April 2023 . Investors should note that
intermediaries may have earlier closing times. The Retail Offer may
close early if it is oversubscribed.
If any intermediary has any questions about how to participate
in the Retail Offer on behalf of existing retail shareholders,
please contact Bookbuild at support@bookbuild.live
The Retail Offer is and will, at all times, only be made to,
directed at and may only be acted upon by those persons who are,
shareholders in the Company. To be eligible to participate in the
Retail Offer, applicants must meet the following criteria before
they can submit an order for Retail Shares: (i) be a customer of
one of the participating intermediaries listed on the above
website; (ii) be resident in the United Kingdom and (iii) be a
shareholder in the Company (which may include individuals aged 18
years or over, companies and other bodies corporate, partnerships,
trusts, associations and other unincorporated organisations and
includes persons who hold their shares in the Company directly or
indirectly through a participating intermediary). For the avoidance
of doubt, persons who only hold CFDs, spread bets and/or similar
derivative instruments in relation to shares in the Company are not
eligible to participate in the Retail Offer.
The Company reserves the right to scale back any order under the
Retail Offer at its discretion. The Company reserves the right to
reject any application for subscription under the Retail Offer
without giving any reason for such rejection.
It is vital to note that once an application for Retail Shares
has been made and accepted via an intermediary, it cannot be
withdrawn.
The Retail Shares will, when issued, be credited as 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 their date of issue.
It is a term of the Retail Offer that the total value of the
Retail Shares available for subscription at the Issue Price does
not exceed GBP1.0 million .
The Retail Offer is offered in the United Kingdom under the
exemption from the requirement to publish a prospectus in section
86(1)(e) of FSMA. As such, there is no need for the publication of
a prospectus pursuant to the Prospectus Regulation Rules of the
Financial Conduct Authority, or for approval of the same by the
Financial Conduct Authority. The Retail Offer is not being made
into any jurisdiction other than the United Kingdom.
No offering document, prospectus or admission document has been
or will be prepared or submitted to be approved by the Financial
Conduct Authority (or any other authority) in relation to the
Retail Offer, and investors' commitments will be made solely on the
basis of the information contained in this announcement and
information that has been published by or on behalf of the Company
prior to the date of this announcement by notification to a
Regulatory Information Service in accordance with the Financial
Conduct Authority's Disclosure Guidance and Transparency Rules and
the Market Abuse Regulation (EU Regulation No. 596/2014) ("MAR") as
it forms part of the domestic law of England and Wales by virtue of
the European Union (Withdrawal) Act 2018 (as amended).
There is a minimum subscription of GBP270 per eligible investor
under the terms of the Retail Offer. There is no maximum
application amount per investor under the terms of the Retail Offer
except that the aggregate total consideration for the Retail Offer
shall not exceed GBP 1.0 million . The terms and conditions on
which investors subscribe for Retail Shares will be provided by the
relevant financial intermediaries including relevant commission or
fee charges.
Investors should make their own investigations into the merits
of an investment in the Company. Nothing in this announcement
amounts to a recommendation to invest in the Company or amounts to
investment, taxation or legal advice.
It should be noted that a subscription for Retail Shares and
investment in the Company carries a number of risks. Investors
should take independent advice from a person experienced in
advising on investment in securities such as the Retail Shares if
they are in any doubt.
An investment in the Company will place capital at risk. The
value of investments, and any income, can go down as well as up, so
investors could get back less than the amount invested.
Neither past performance nor any forecasts should be considered
a reliable indicator of future results.
Enquiries:
+44 (0) 13 2537
Tekmar Group plc 9520
Alasdair MacDonald (Chief Executive Officer)
Leanne Wilkinson (Interim Chief Financial
Officer)
+44 (0) 20 7496
Singer Capital Markets 3000
Rick Thompson / George Tzimas / Alex Emslie
Bamburgh Capital Limited (Joint Financial +44 (0) 131 376
Adviser) 0901
Murdo Montgomery / Richard Evans
This announcement should be read in its entirety. In particular,
the information in the "Important Notices" section of the
announcement should be read and understood.
More information on the Company can be found on its website at
https://investors.tekmar.co.uk/ .
Important Notices
The content of this announcement has been prepared by and is the
sole responsibility of the Company.
The Retail Offer is only open to investors in the United Kingdom
who fall within Article 43 of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005, as amended (which
includes an existing member of the Company).
This announcement and the information contained herein is not
for release, publication or distribution, directly or indirectly,
in whole or in part, in or into or from the United States
(including its territories and possessions, any state of the United
States and the District of Columbia (the "United States" or "US")),
Australia, Canada, the Republic of South Africa, the Republic of
Ireland, Singapore, Hong Kong or Japan or any other jurisdiction
where to do so might constitute a violation of the relevant laws or
regulations of such jurisdiction.
The Retail Shares have not been and will not be registered under
the US Securities Act of 1933, as amended (the "US Securities Act")
or under the applicable state securities laws of the United States
and may not be offered or sold directly or indirectly in or into
the United States or to or for the account or benefit of any US
person (within the meaning of Regulation S under the US Securities
Act) (a "US Person"). No public offering of the Retail Shares is
being made in the United States. The Retail Shares are being
offered and sold outside the United States in "offshore
transactions", as defined in, and in compliance with, Regulation S
under the US Securities Act. In addition, the Company has not been,
and will not be, registered under the US Investment Company Act of
1940, as amended.
This announcement does not constitute an offer to sell or issue
or a solicitation of an offer to buy or subscribe for Retail Shares
in the United States, Australia, Canada, the Republic of South
Africa, the Republic of Ireland, Singapore, Hong Kong or Japan or
any other jurisdiction in which such offer or solicitation is or
may be unlawful. No public offer of the securities referred to
herein is being made in any such jurisdiction.
The distribution of this announcement may be restricted by law
in certain jurisdictions and persons into whose possession any
document or other information referred to herein comes should
inform themselves about and observe any such restriction. Any
failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.
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 Fundraise 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 Fundraise 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 Fundraise or the
transactions and arrangements described in this announcement.
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 Fundraise 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
Fundraise 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 Fundraise or the transactions
and arrangements described in this announcement. SCM Advisory's
responsibilities as the Company's nominated adviser under the AIM
Rules for Nominated Advisers are owed solely to London Stock
Exchange plc and are not owed to the Company or to any Director or
to any other person.
The value of Ordinary Shares and the income from them is not
guaranteed and can fall as well as rise due to stock market
movements. When you sell your investment, you may get back less
than you originally invested. Figures refer to past performance and
past performance is not a reliable indicator of future results.
Returns may increase or decrease as a result of currency
fluctuations.
Certain statements in this announcement are forward-looking
statements which are based on the Company's expectations,
intentions and projections regarding its future performance,
anticipated events or trends and other matters that are not
historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "intend", "estimate",
"expect" and words of similar meaning, include all matters that are
not historical facts. These forward-looking statements involve
risks, assumptions and uncertainties that could cause the actual
results of operations, financial condition, liquidity and dividend
policy and the development of the industries in which the Company's
businesses operate to differ materially from the impression created
by the forward-looking statements. These statements are not
guarantees of future performance and are subject to known and
unknown risks, uncertainties and other factors that could cause
actual results to differ materially from those expressed or implied
by such forward-looking statements. Given those risks and
uncertainties, prospective investors are cautioned not to place
undue reliance on forward-looking statements.
These forward-looking statements speak only as at the date of
this announcement and cannot be relied upon as a guide to future
performance. The Company, SCM Securities and SCM Advisory expressly
disclaim any obligation or undertaking to update or revise any
forward-looking statements contained herein to reflect actual
results or any change in the assumptions, conditions or
circumstances on which any such statements are based unless
required to
do so by the Financial Conduct Authority, London Stock Exchange plc or applicable law.
The information in this announcement is for background purposes
only and does not purport to be full or complete. None of SCM
Securities, SCM Advisory or any of its affiliates, accepts any
responsibility or liability whatsoever for, or makes any
representation or warranty, express or implied, as to this
announcement, including the truth, accuracy or completeness of the
information in this announcement (or whether any information has
been omitted from the announcement) or any other information
relating to the Company or associated companies, whether written,
oral or in a visual or electronic form, and howsoever transmitted
or made available or for any loss howsoever arising from any use of
the announcement or its contents or otherwise arising in connection
therewith. SCM Securities, SCM Advisory and its affiliates,
accordingly disclaim all and any liability whether arising in tort,
contract or otherwise which they might otherwise be found to have
in respect of this announcement or its contents or otherwise
arising in connection therewith.
This announcement does not constitute a recommendation
concerning any investment decision with respect to the Retail
Offer. The price of shares and any income expected from them may go
down as well as up and subscribers may not get back the full amount
invested upon disposal of the shares. Any indication in this
announcement of the price at which the Ordinary Share have been
bought or sold in the past cannot be relied upon as a guide to
future performance. Persons needing advice should consult an
independent financial adviser. No statement in this announcement is
intended to be a profit forecast and no statement in this
announcement should be interpreted to mean that earnings or target
dividend per share of the Company for the current or future
financial years would necessarily match or exceed the historical
published earnings or dividends per share of the Company.
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 Retail Shares to be
issued or sold pursuant to the Retail Offer will not be admitted to
trading on any stock exchange other than the AIM market of London
Stock Exchange plc.
Information to Distributors
UK Product Governance Requirements
Solely for the purposes of the product governance requirements
of Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK MiFIR Product Governance
Requirements"), and disclaiming all and any liability, whether
arising in tort, contract or otherwise, which any "manufacture"
(for the purposes of the UK MiFIR Product Governance Requirements)
may otherwise have with respect thereto, the Retail Shares have
been subject to a product approval process, which has determined
that the Retail 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 paragraphs 3.5 and 3.6 of COBS; and (ii) eligible for
distribution through all permitted distribution channels (the
"Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors should note that: the price of the Retail
Shares may decline and investors could lose all or part of their
investment; the Retail Shares offer no guaranteed income and no
capital protection; and an investment in the Retail 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 any
contractual, legal or regulatory selling restrictions in relation
to the Retail Offer.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of Chapters 9A or 10A respectively of COBS; 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 Retail Shares. Each distributor is responsible for
undertaking its own target market assessment in respect of the
Retail Shares and determining appropriate distribution
channels.
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END
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