TIDMZED
RNS Number : 0254G
Zenova Group PLC
22 July 2021
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION,
WHOLLY OR IN PART, DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED
STATES, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH
AFRICA OR JAPAN OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO
RELEASE OR DISTRIBUTE THIS ANNOUNCEMENT.
22 July 2021
Zenova Group PLC
ADMISSION TO TRADING ON AIM AND FIRST DAY OF DEALINGS
Zenova Group PLC ("Zenova", the "Company" or the "Group"), a
provider of innovative fire safety and heat management technology
and products, is pleased to announce the admission of its entire
issued and to be issued share capital to trading on the AIM market
of the London Stock Exchange ("Admission"). Admission will take
place and dealings will commence at 8.00 a.m. today under the
ticker ZED and ISIN GB00BNVVH568.
In conjunction with, and conditional on, Admission, Zenova has
successfully raised gross proceeds of GBP4.5 million by a placing
of ordinary shares at a placing price of 19p per share. Upon
Admission, the market capitalisation of the Company will be
approximately GBP17.74 million.
The proceeds attributable to the Company from the fundraising,
together with its existing cash resources, are intended to support
Zenova's growth strategy to build sales in the UK and other regions
globally. The net proceeds will be used to manufacture products and
establish inventory levels, accelerate the Group's R&D
programme to develop additional products, expand the certification
and independent testing programme, for marketing and operational
expenses and to support working capital.
The Company's Admission Document is available to view on the
Company's website at www.zenovagroup.com .
SPARK Advisory Partners Limited ("SPARK") is acting as Nominated
Adviser and Brandon Hill Capital Limited ("Brandon Hill") is acting
as Broker and Bookrunner to the Company.
Tony Crawley, Chief Executive Officer of Zenova Group PLC,
said:
"We are very pleased to be admitted to AIM on this landmark day
in the history of Zenova. The business is now poised to take off
having developed its innovative and ground-breaking range of fire
safety and temperature management products. We believe these to be
disruptive in the marketplace and desirable not only in their
unique efficiency but also for their ecological credentials.
The successful completion of our IPO is an exciting next step in
our growth and allows us to build on the relationships that Zenova
is developing with customers globally.
We look forward to the next phase in the Zenova story and
informing the market of the progress that we anticipate achieving
as a result.
Our board and management team who have contributed so strongly
to this exciting future welcome the addition of strong shareholder
base who are supporting the business and we look forward to working
together on this next chapter in the development of the
Company."
Enquiries:
Zenova Group PLC
Tony Crawley, Chief Executive Officer Via Orana Corporate
Don Nicolson, Non-Executive Chairman LLP:
Anthony Eastman
Tel: +44 20 3475
6834
SPARK Advisory Partners Limited (Nominated
Adviser)
Matt Davis / Adam Dawes Tel: +44 20 3368
3550
Brandon Hill Capital Limited (Broker and
Bookrunner)
Oliver Stansfield Tel: +44 20 3463
5000
Jonathan Evans
Note to Editors:
The Group, through Zenova Ltd, is the holder of intellectual
property that underpins a suite of fire safety and temperature
management products and technology. The product range is applicable
to industrial, commercial, and residential markets. The Group's
products include fire retardant paints, insulating paints and
render, fire extinguishing fluid and applications. Through
innovative development, and a refined formulation and development
process, Zenova provides industry leading solutions across a range
of fire protection and temperature management problems,
comprising:
Zenova FP
A water-based fire-resistant paint that prevents ignition and
spread of fire. It can be used in commercial, industrial and
domestic applications on variety of materials, from wood to
metal.
Zenova FX
Patent pending fire extinguisher filled with proprietary Zenova
Fluid (Zenova FXB) that extinguishes all types of fires, reduces
chances of re-ignition, works in cold (-15 C) conditions, is
non-toxic and does not produce harmful by-products.
Zenova IP
Thermal insulating paint that provides thermal reflection of
sunrays & infrared radiation, anti-condensation and anti-mould
properties. It can be applied to virtually any exterior or interior
material, regardless of the surface.
Zenova IR
Thermal insulating render to enhance the effectiveness of
insulation by creating a thermo shield. It fills all cavities and
gaps regardless of geometric shape and creates a vacuum - the most
effective insulator.
Zenova CS
Patent pending next generation ceiling sprinkler filled with
proprietary Zenova Fluid (Zenova FXB) that removes the need to
install large fluid tanks, piping, complicated equipment and
software. This sprinkler could be installed in the kitchen.
The Group has achieved this without compromising the
sustainability of natural and economical resources, including
personal health and safety , with ecologically sound products.
Further information on the Group can be found at
www.zenovagroup.com .
IMPORTANT NOTICES:
SPARK which is authorised and regulated by the Financial Conduct
Authority in the United Kingdom, is acting exclusively for the
Company and no-one else in connection with Admission. SPARK will
not regard any other person as its client in relation to Admission
and will not be responsible to anyone other than the Company for
providing the regulatory protections afforded to its clients, nor
for providing advice in relation to the contents of this
announcement or any transaction, arrangement or other matter
referred to herein.
Brandon Hill which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting exclusively for
the Company and no-one else in connection with Admission. SPARK
will not regard any other person as its client in relation to
Admission and will not be responsible to anyone other than the
Company for providing the regulatory protections afforded to its
clients, nor for providing advice in relation to the contents of
this announcement or any transaction, arrangement or other matter
referred to herein.
Neither SPARK, Brandon Hill nor any of their respective
affiliates or any of their respective directors, officers,
employees, advisers, agents or any other person accepts any
responsibility or liability whatsoever for, or makes any
representation or warranty, express or implied, as to the truth,
accuracy, completeness or fairness of the information or opinions
contained in this announcement (or whether any information has been
omitted from the announcement) or any other information relating to
the Company, its subsidiaries 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 this announcement or its contents or otherwise
arising in connection therewith and any liability therefore is
expressly disclaimed.
This announcement is directed only at persons whose ordinary
activities involve them in acquiring, holding, managing and
disposing of investments (as principal or agent) for the purposes
of their business and who have professional experience in matters
relating to investments and are: (i) if in a member state of the
European Economic Area ("EEA"), Qualified Investors as defined in
article 2.1(e) of Directive 2003/71/EC as amended, including by the
2010 Prospectus Directive amending Directive (Directive 2010/73/EC)
and to the extent implemented in the relevant member state (the
"Prospectus Directive"); (ii) if in the United Kingdom, are
Qualified Investors within the meaning of the UK version of the
Prospectus Regulation which forms part of domestic law pursuant to
the European Union (Withdrawal) Act 2018 and (a) fall within
article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order") or (b)
are persons who fall within article 49(2)(a) to (d) (high net worth
companies, unincorporated associations, etc.) of the Order (all
such persons together being referred to as "Relevant Persons").
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
relates is available only to Relevant Persons and will be engaged
in only with Relevant Persons. This announcement does not itself
constitute an offer for sale or subscription of any securities in
Zenova Group PLC.
Neither this announcement nor any copy of it may be taken or
transmitted, published or distributed, in whole or in part,
directly or indirectly, in or into the United States, Australia,
Canada, the Republic of South Africa, New Zealand, Japan or to any
persons in any of those jurisdictions or any other jurisdiction
where to do so would constitute a violation of the relevant laws of
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.
This announcement does not contain or constitute an offer of, or
the solicitation of an offer to buy or subscribe for, the
securities referred to herein to any person in any jurisdiction,
including 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, New
Zealand or Japan or in any jurisdiction to whom or in which such
offer or solicitation is unlawful. The Placing and the distribution
of this announcement and other information in connection with the
Placing and Admission in certain jurisdictions may be restricted by
law and persons into whose possession this announcement, any
document or other information referred to herein comes should
inform themselves about and observe any such restrictions. Any
failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction. Neither
this announcement nor any part of it nor the fact of its
distribution shall form the basis of or be relied on in connection
with or act as an inducement to enter into any contract or
commitment whatsoever.
The securities referred to herein may not be offered or sold,
transferred or delivered directly or indirectly, in the United
States unless registered under the US Securities Act of 1933, as
amended ("US Securities Act") or offered in a transaction exempt
from, or not subject to, the registration requirements of the US
Securities Act or any other applicable securities laws of the
United States and in accordance with any applicable securities laws
of any state or other jurisdiction of the United States. The
securities referred to herein have not been and will not be
registered under the US Securities Act or under the applicable
securities laws of Australia, Canada, the Republic of South Africa,
New Zealand or Japan. There will be no public offer of the
securities referred to herein in the United States, Australia,
Canada, the Republic of South Africa, New Zealand or Japan. Subject
to certain exceptions, the securities referred to herein may not be
offered or sold in Australia, Canada, the Republic of South Africa,
New Zealand or Japan or to, or for the account or benefit of, any
national, resident or citizen of Australia, Canada, the Republic of
South Africa, New Zealand or Japan.
The securities referred to herein have not been and will not be
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.
Any subscription for or purchase of securities in the proposed
Placing should be made solely on the basis of the information
contained in Admission Document published by the Company in
connection with the Placing and Admission. The information in this
announcement is for background purposes only and does not purport
to be full or complete. No reliance may or should be placed for any
purposes whatsoever on the information contained in this
announcement or its accuracy, completeness or fairness. The
information in this announcement is subject to change. However, the
Company does not undertake to provide the recipient of this
announcement with any additional information, or to update this
announcement or to correct any inaccuracies, and the distribution
of this announcement shall not be deemed to be any form of
commitment on the part of the Company to proceed with the Placing
or any transaction or arrangement referred to in this announcement.
This announcement has not been approved by any competent regulatory
authority.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
Certain figures contained in this announcement have been subject
to rounding adjustments. Accordingly, in certain instances, the sum
or percentage change of the numbers contained in this announcement
may not conform exactly with the total figure given.
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.
Forward looking statements
Certain statements in this document are or may constitute
forward looking statements, including statements about current
beliefs and expectations of the Directors. In particular, the words
"expect", "anticipate", "estimate", "may", "should", "plan",
"intend", "will", "would", "could", "target", "believe" and similar
expressions (or in each case their negative and other variations or
comparable terminology) can be used to identify forward looking
statements. Such forward looking statements are based on the
Board's expectations of external conditions and events, current
business strategy, plans and the other objectives of management for
future operations, and estimates and projections of the Company's
financial performance.
Though the Board believes these expectations to be reasonable at
the date of this document they may prove to be erroneous. Forward
looking statements involve known and unknown risks, uncertainties
and other factors which may cause the actual results, achievements
or performance of the Company, or the industry in which the Company
operates, to be materially different from any future results,
achievements or performance expressed or implied by such forward
looking statements.
Any forward looking statement in this document speaks only as of
the date it is made. Save as required by law or the AIM Rules, the
Company undertakes no obligation to publicly release the results of
any revisions to any forward looking statements in this document
that may occur due to any change in the Board's expectations or in
order to reflect events or circumstances after the date of this
document.
Any forward looking statement in this document based on past or
current trends and/or activities of the Company should not be taken
as a representation or assurance that such trends or activities
will continue in the future. No statement in this document is
intended to be a profit forecast.
INFORMATION TO DISTRIBUTORS
SOLELY FOR THE PURPOSES OF THE PRODUCT GOVERNANCE REQUIREMENTS
CONTAINED WITHIN (A) DIRECTIVE 2014/65/EU ON MARKETS IN FINANCIAL
INSTRUMENTS, AS AMED ("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 THE PRODUCT GOVERNANCE
REQUIREMENTS CONTAINED WITHIN THE FCA HANDBOOK PRODUCT INTERVENTION
AND PRODUCT GOVERNANCE SOURCEBOOK (THE "UK PRODUCT GOVERNANCE
RULES"), AND DISCLAIMING ALL AND ANY LIABILITY, WHETHER ARISING IN
TORT, CONTRACT OR OTHERWISE, WHICH ANY "MANUFACTURER" (FOR THE
PURPOSES OF THE MIFID II AND THE UK PRODUCT GOVERNANCE RULES) MAY
OTHERWISE HAVE WITH RESPECT THERETO, THE SECURITIES WHICH ARE THE
SUBJECT OF THIS ANNOUNCEMENT ("PLACING SHARES") HAVE BEEN SUBJECT
TO A PRODUCT APPROVAL PROCESS, WHICH HAS DETERMINED THAT SUCH
SECURITIES ARE: (I) COMPATIBLE WITH AN TARGET MARKET OF (A) RETAIL
INVESTORS, AS DEFINED IN MIFID II AND REGULATION (EU) NO 2017/565
AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 (THE "EUWA") (B) INVESTORS WHO MEET THE
CRITERIA OF PROFESSIONAL CLIENTS, AS DEFINED IN MIFID II AND
REGULATION (EU) NO 600/2014 AS IT FORMS PART OF DOMESTIC LAW BY
VIRTUE OF THE EUWA (C) ELIGIBLE COUNTERPARTIES, AS DEFINED IN MIFID
II AND THE FCA'S CONDUCT OF BUSINESS SOURCEBOOK ("COBS"); 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 ANY CONTRACTUAL, LEGAL OR
REGULATORY SELLING RESTRICTIONS IN RELATION TO THE OFFER.
FURTHERMORE, IT IS NOTED THAT, NOTWITHSTANDING THE TARGET MARKET
ASSESSMENT, THE SOLE BOOKRUNNER 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 COBS; OR (B) A RECOMMATION 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.
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END
MSCBSGDRBGDDGBB
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July 22, 2021 02:00 ET (06:00 GMT)
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