TIDMTGP
RNS Number : 7926W
Tekmar Group PLC
19 April 2023
THIS ANNOUNCEMENT 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.
Tekmar Group plc
("Tekmar", or the "Company")
Result of General Meeting
Issue of Equity and Total Voting Rights
Concert Party Holdings
Directorate Changes
Tekmar Group (AIM: TGP), a leading provider of technology and
services for the global offshore energy markets , is pleased to
announce that all resolutions put to Shareholders at the General
Meeting held earlier today in connection with the Proposals, were
duly passed.
The Placing and Retail Offer remains conditional, inter alia,
upon Admission and the Placing Agreement not being terminated in
accordance with its terms. The Subscription remains conditional
upon Admission.
Issue of equity
The Company has therefore raised approximately GBP 6.39 million
(before expenses) through the Placing, Subscription and Retail
Offer. Tekmar has issued and allotted 22,222,222 Placing Shares,
47,505,458 Subscription Shares and 1,273,164 Retail Shares. The
Company has also issued and allotted 4,075,788 Management Shares to
certain members of the senior management team, including Alasdair
MacDonald the Group Chief Executive Officer, in settlement as part
of their annual bonus payments.
Application has been made to the London Stock Exchange for
75,076,632 New Ordinary Shares to be admitted to trading on AIM.
Admission and dealings in the New Ordinary Shares is expected to
occur at 8.00 a.m. on 20 April 2023.
The New Ordinary Shares will rank pari passu with the Existing
Ordinary Shares.
Total voting rights
Following Admission, the Company will have 136,036,866 Ordinary
Shares in issue. No shares are held in treasury, therefore, the
total number of voting rights in the Company following Admission
will be 136,036,866.
Shareholders may use this figure 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
issued share capital of the Company, under the FCA's Disclosure
Guidance and Transparency Rules.
Concert Party Holdings
Members of the Concert party will own 47,505,458 Ordinary
Shares, 34.92 per cent. of the voting rights of the Company.
Assuming exercise in full by the members of the Concert Party of
conversion rights under the Convertible Loan Note Instrument,
including the capitalisation of all accrued interest (and assuming
that no other person converts any convertible securities or
exercises any options or any other right to subscribe for shares in
the Company), the members of the Concert Party would be interested
in a maximum of 233,712,355 Ordinary Shares, representing
approximately 72.53 per cent. of the enlarged voting rights of the
Company. A table showing the respective individual interests in
shares of the members of the Concert Party on completion of the
Proposals and following the exercise of the conversion rights of
the Convertible Loan Notes is set out below:
Concert Party member SCF Partners SCF-IX Steve Lockard Totals
Current Interest in Ordinary - - - -
Shares
Subscription Shares - 43,616,569 3,888,889 47,505,458
-------------------------------- -------------- ------------ -------------- ------------
Interest in Enlarged Ordinary
Share Capital - 43,616,569 3,888,889 47,505,458
32.06% 2.86% 34.92%
Conversion Shares before
accrued interest - 155,172,414 - 155,172,414
-------------------------------- -------------- ------------ -------------- ------------
Minimum Interest in Further
Enlarged Ordinary Share
Capital - 198,788,983 3,888,889 202,677,872
68.26% 1.34% 69.60%
Conversion Shares from accrued
interest - 31,034,483 - 31,034,483
-------------------------------- -------------- ------------ -------------- ------------
Maximum Interest in Further
Enlarged Ordinary Share
Capital - 229,823,466 3,888,889 233,712,355
71.32% 1.21% 72.53%
----------------------------------------------- ------------ -------------- ------------
Directorate Changes
As outlined in the announcement on 31 March 2023, following
completion of the Proposals, it is expected that Steve Lockard and
Colin Welsh will join the Board of Tekmar as Non-Executive
Directors, subject to customary due diligence by the Company's
nominated adviser.
Further regulatory disclosures in relation to the appointments
of Steve Lockard and Colin Welsh will be made at the time of
confirmation of the effective dates of their appointments in due
course.
Unless otherwise defined, capitalised terms used in this
announcement shall have the same meanings as defined in the
circular, published by the Company on 3 April 2023 .
Enquiries:
Tekmar Group plc
Alasdair MacDonald / Leanne Wilkinson +44 (0)1325 349 050
Singer Capital Markets (Nominated Adviser,
Sole Bookrunner and
Joint Financial Adviser)
Rick Thompson / George Tzimas / Alex Emslie +44 (0)20 7496 3000
Bamburgh Capital Limited (Rule 3 Adviser and
Joint Financial Adviser)
Murdo Montgomery / Richard Evans +44 (0) 131 376 0901
About Tekmar Group plc
Tekmar Group plc (LON: TGP) collaborates with its partners to
deliver robust and sustainable engineering led solutions that
enable the world's energy transition.
Through our Offshore Energy and Marine Civils Divisions we
provide a range of engineering services and technologies to support
and protect offshore wind farms and other offshore energy assets
and marine infrastructure. With near 40 years of experience, we
optimise and de-risk projects, solve customers' engineering
challenges, improve safety and lower project costs. Our
capabilities include geotechnical design and analysis, simulation
and engineering analysis, bespoke equipment design and build,
subsea protection technology and subsea stability technology.
We have a clear strategy focused on strengthening Tekmar's value
proposition as an engineering solutions-led business which offers
integrated and differentiated technology, services and products to
our global customer base.
Headquartered in Darlington, UK, Tekmar Group has an extensive
global reach with offices, manufacturing facilities, strategic
supply partnerships and representation in 18 locations across
Europe, Africa, the Middle East, Asia Pacific and North
America.
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END
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