Thalassa Holdings Ltd
(Reuters: THAL.L, Bloomberg: THAL:LN)
(“Thalassa, “THAL” or the “Company”)
Proposed Equity Placing
Introduction
Thalassa is a diversified holding company with investments in
a range of public and private businesses in the FinTech/RegTech,
MedTech, Deep Tech/Robotics & Real Estate sectors.
Thalassa aims to target a limited number of acquisition
opportunities in both the public and private markets. Thalassa is
an opportunistic, fundamental value investor willing to back
excellent management teams over the long term. Professional
Integrity, honesty and accountability are the pillars of our
business.
Thalassa’s goal is to deliver long term shareholder value
from a limited number of holdings. We actively engage with the
management and boards of our holdings and contribute experience and
expertise to support growth plans, encourage operational
transformation or facilitate product extension and market
expansion.
The board of Thalassa (the ‘Board’) believes that the US
markets are currently significantly overvalued and long overdue for
a correction, whilst the UK and European markets are likely to
suffer further headwinds due to increased political turmoil
(France, Germany) exacerbated by the war in Ukraine, increased
global competition, and the increasing risk of trade wars and
punitive tariffs. The Board sees the aforementioned problems as
opportunities to benefit from coming price dislocation and has
decided to seek further equity capital by way of a placing,
described further below, in order that it is in a position to
maximise its ability to participate in such
opportunities.
Placing
Thalassa is pleased to announce that it has entered into a
placing agreement with Peterhouse Capital Limited (“Peterhouse”) to
carry out a placing which will be targeted at selected financial
institutions and existing Thalassa shareholders
(“Placing”).
Thalassa and its advisers are currently seeking approval from
the FCA for the publication of a prospectus which is required in
order for the placing shares to be admitted to the Equity Shares
(Transition) category of the Official List of the FCA and to the
main market of the London Stock Exchange plc (“Admission”).
Completion of the Placing is conditional on Admission.
The Placing will be in the form of an auction process or
‘Dutch Auction’. Peterhouse will
seek bids from interested parties for placing shares in the range
of £0.20 to £0.30 per placing share. Interested Thalassa
shareholders and those appropriately qualified investors approached
by Peterhouse will be able to bid for placing shares at a price in
the specified range and for an amount of their choosing. The final
price at which the Placing will be completed (“Placing Price”) will
be determined by the independent directors of the Board after they
have taken advice from Peterhouse on all of the bids received, the
price at which they have been made and for how many placing shares.
Those interested parties who make a bid which is above the finally
determined Placing Price will have their bids filled at the lower
Placing Price. Those parties who make a bid below the Placing Price
will not be able to participate in the Placing.
Mr Soukup, and parties associated with him, have indicated
their intention to participate in the placing up to £2 million at a
price to be determined independently of each other and by the
outcome of the 'Dutch Auction' process.
Application to the
Placing
To apply for Placing Shares, Existing Shareholders and other
qualified investors should communicate their bid to Peterhouse via
their stockbroker as Peterhouse cannot take direct orders from
individual private investors. Existing Shareholders or
other interested parties who wish to register their interest in
participating in the Placing Shares should instruct their
stockbroker to call Peterhouse on STX: 76086 or 020 7469 0938 or
020 7469 0936 or 020 7220 9797. Each bid should state the number of
Placing Shares the existing shareholder or other qualified investor
wishes to subscribe for, at what Placing price and the size of the
order in which they wish to participate.
Timetable
The Placing is conditional, inter alia, upon the FCA
approving a prospectus which the Board is targeting to achieve
before the end of 2024. Peterhouse will be commencing the Placing
today with a view to completing the auction process by Friday 13th
December 2024 at the latest.
END
MARKET ABUSE REGULATION
DISCLOSURE
The information contained within this announcement is deemed
by the Company to constitute inside information for
the purposes of Article 7 of the EU Market Abuse Regulation (EU) No
596/2014 as it forms part of UK domestic law by virtue
of the European Union (Withdrawal) Act 2018 as amended
("UK MAR"), and Article 7 of the Market Abuse Regulation (EU)
No. 596/2014 ("EU MAR"). The Company is
solely responsible for the content of this announcement.