REG - Quadrise PLC - Placing Results, Open Offer & Posting of Circular
19/03/2024 07:00
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RNS Number : 3244H Quadrise PLC 19 March 2024
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN,
SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
19 March 2024
Quadrise plc
(the "Company" and together with its subsidiaries the "Group" or "Quadrise")
Results of Placing, Subscription, Open Offer Launch and Posting of Circular
Quadrise Plc (AIM: QED), the supplier of innovative energy solutions for a
cleaner planet, is pleased to announce the successful results of the Placing
and Subscription announced on 18 March 2024 and to confirm the launch of the
Open Offer to Qualifying Shareholders.
The Company has conditionally raised total gross proceeds of £1.5 million
pursuant to the Placing of 118,922,107 Placing Shares and the Subscription of
1,077,893 Subscription Shares in each case at the Issue Price of 1.25 pence
per New Ordinary Share. The gross proceeds of the Placing and Subscription are
expected to be supplemented by additional gross proceeds of up to
approximately £1 million to be raised pursuant to the Open Offer.
A circular containing detailed information about the Open Offer, including the
terms and conditions and details on how to accept the Open Offer (the
"Circular") and an accompanying Application Form (for Qualifying Non-CREST
Shareholders) will shortly be posted to Shareholders.
A copy of the Circular will shortly be available from the Company's website at
www.quadrise.com
(https://url.avanan.click/v2/___http:/___.YXAxZTpzaG9yZWNhcDphOm86MGM0OWExZmM3ZWRjZGIwYTRhMjkwYjEzOGEyYjIzYzg6Njo0NzI5OjM1NmNhMGQ3NzRhYTVlOGQ0MGMyMzZjY2IyMDVlZDdhMGJmOTViZDZhNThhZGQ3NDA2MjQ3ZjE4ZTZkMGY4Nzc6cDpU)
.
Capitalised terms used but not otherwise defined in this announcement bear the
meanings ascribed to them in the Circular.
Open Offer
Pursuant to the Open Offer, Qualifying Shareholders will have an opportunity
to subscribe for an aggregate of approximately 82.2 million new Ordinary
Shares (the "Open Offer Shares") at 1.25 pence per Open Offer Share on the
basis of:
1 Open Offer Share for every 19 Existing Ordinary Shares held on the Record
Date
In addition, the Open Offer presents Qualifying Shareholders with an
opportunity, provided that they take up their Basic Entitlements in full, to
apply for additional Open Offer Shares through the Excess Application
Facility. The Open Offer is not underwritten.
If Qualifying Shareholders do not take up all of the Open Offer Shares, the
Company and the Bookrunners may agree (without any obligation to do so) that
the Joint Brokers should use their reasonable efforts to procure subscribers
for such Open Offer Shares at the Issue Price. There is no guarantee that this
will occur or that the Joint Brokers would be successful in so procuring any
subscribers for such Open Offer Shares.
Further details of the Open Offer are set out in the extract from the 'Letter
from the Chairman of the Company' below, together with the expected timetable.
Director/PDMR Placing and Subscription participation and intended Open Offer
participation
The following Directors and PDMRs of the Company have participated in the
Placing and Subscription or intend to participate in the Open Offer as
follows:
Director/PDMR Number of Existing Ordinary Shares Number of Placing Shares subscribed for Number of Subscription Shares subscribed for Number of Ordinary Shares held on First Admission Total number Open Offer Shares to be applied for* Number of Ordinary Shares held on Second Admission**
Andy Morrison 3,100,000 1,000,000 - 4,100,000 - 4,100,000
Jason Miles 4,394,236 1,200,000 - 5,594,236 - 5,594,236
Laurie Mutch 682,107 - 117,893 800,000 - 800,000
Vicky Boiten-Lee - - 800,000 800,000 - 800,000
Dilip Shah 170,000 - 160,000 330,000 - 330,000
David Scott 110,309 - - 110,309 80,000 190,309
Philip Hill 160,000 - - 160,000 80,000 240,000
* consisting in the case of all participating PDMRs of 100% uptake of their
Basic Entitlements under the Open Offer and additional applications by each
for Excess Shares under the Excess Application Facility.
** assuming that the applications of participating Directors/PDMRs for Excess
Shares under the Excess Application Facility are satisfied in full.
The notification below, made in accordance with the requirements of the Market
Abuse Regulation (EU) No. 596/2014 as it forms part of UK domestic law by
virtue of the European Union (Withdrawal) Act 2018 and as modified by or under
the European Union (Withdrawal) Act 2018 or other domestic law, provides
further detail.
Admission and dealings
The Placing Shares, the Subscription Shares and the Open Offer Shares will,
when issued, be credited as fully paid and will rank pari passu in all
respects with each other and with the Existing Ordinary Shares.
Application will be made to the London Stock Exchange for the Placing Shares,
the Subscription Shares and the Open Offer Shares to be admitted to trading on
AIM. Settlement for the Placing Shares and the Subscription Shares is expected
to take place on or around 8.00 a.m. on 26 March 2024 ("First Admission") (or
such later date as may be agreed between the Bookrunners, Cavendish and the
Company). Settlement for the Open Offer Shares is expected to take place on or
around 8.00 a.m. on 9 April 2024 ("Second Admission") (or such later date as
may be agreed between the Bookrunners, Cavendish and the Company).
The Placing and Subscription are conditional, inter alia, upon First Admission
becoming effective and the Placing and Open Offer Agreement between the
Company, the Joint Brokers and Cavendish not being terminated in accordance
with its terms. The Open Offer is conditional, inter alia, upon First
Admission and Second Admission becoming effective.
Total Voting Rights
On First Admission, the Company will have a total of 1,682,478,823 Ordinary
Shares in issue, with no Ordinary Shares held in treasury. Therefore,
following First Admission, this figure may be used by Shareholders as the
denominator for the calculations by which they determine if they are required
to notify their interest in, or a change in their interest in, the Company
under the Disclosure Guidance and Transparency Rules of the Financial Conduct
Authority.
For further information contact:
Quadrise Plc +44 (0)20 7031 7321
Andy Morrison, Chairman
Jason Miles, Chief Executive Officer
Nominated Adviser
Cavendish Capital Markets Limited +44 (0)20 7220 0500
Ben Jeynes
Katy Birkin
George Lawson
Joint Brokers
Shore Capital Stockbrokers Limited
+44 (0)20 7408 4090
Toby Gibbs, Rachel Goldstein (Corporate Advisory)
Fiona Conroy (Corporate Broking)
( ) ( ) ( )
VSA Capital Limited +44 (0)20 3005 5000
Andrew Raca (Corporate Finance)
Andrew Monk (Corporate broking)
Public & Investor Relations
Vigo Consulting +44 (0)20 7390 0230
Patrick D'Ancona
Finlay Thomson
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Record Date for the Open Offer 6.00 p.m. on 18 March 2024
Announcement of the Placing and Subscription 18 March 2024
Announcement of results of the Placing and Subscription and launch of the Open 19 March 2024
Offer
Publication and posting of the Circular and the Application Form 19 March 2024
Existing Ordinary Shares marked 'ex' by London Stock Exchange 8.00 a.m. on 19 March 2024
Open Offer Entitlements and Excess CREST Open Offer Entitlements credited to as soon as practicable after
stock accounts in CREST of Qualifying CREST Shareholders
8.00 a.m. on 20 March 2024
First Admission effective and dealing in the Placing Shares and Subscription 8.00 a.m. on 26 March 2024
Shares commence on AIM
CREST accounts credited in respect of Placing Shares and Subscription Shares 26 March 2024
Recommended latest time for requesting withdrawal of Open Offer 4.30 p.m. on 28 March 2024
Entitlements and Excess CREST Open Offer Entitlements from
CREST
Latest time for depositing Open Offer Entitlements and Excess 3.00 p.m. on 2 April 2024
CREST Open Offer Entitlements into CREST
Latest time for splitting Application Forms (to satisfy bona fide market 3.00 p.m. on 3 April 2024
claims only)
Latest time and date for receipt of completed Application Forms and payment in 11.00 a.m. on 5 April 2024
full under the Open Offer and settlement of relevant CREST instructions (as
appropriate)
Expected date of announcement of the results of the Open Offer 5 April 2024
Share certificates dispatched for the Subscription Shares to be held in 8 April 2024
certificated form by
Second Admission effective and dealings in the Open Offer Shares commence on 8.00 a.m. on 9 April 2024
AIM
CREST accounts credited in respect of Open Offer Shares 9 April 2024
Share certificates dispatched for the Open Offer Shares to be held in 18 April 2024
certificated form by
The dates and timing of the events in the above timetable are indicative only
and may be subject to change at the absolute discretion of the Company. If any
of the details contained in the timetable above should change, the revised
times and dates will be notified by means of an announcement through a
Regulatory Information Service. All references are to London time unless
stated otherwise.
Open Offer
Qualifying Shareholders are invited to apply for Open Offer Shares under the
Open Offer at the Issue Price of 1.25 pence per Open Offer Share, payable in
full on application and free of all expenses, pro rata to their existing
shareholdings on the basis of:
1 Open Offer Share for every 19 Existing Ordinary Shares
held at the Record Date and so on in proportion for any other number of
Existing Ordinary Shares then held. Open Offer Entitlements will be rounded
down to the nearest whole number of Open Offer Shares. The Issue Price
represents a discount of 13.79 per cent. to the closing mid-market price of
1.45 pence per Existing Ordinary Share on 18 March 2024, being the last
practicable date prior to this announcement.
Qualifying Shareholders are also being given the opportunity, provided that
they take up their Open Offer Entitlements in full, to apply for additional
Open Offer Shares through the Excess Application Facility. Once subscriptions
under the Open Offer Entitlements have been satisfied in full, the Company
shall, in its absolute discretion, determine whether to meet any excess
applications in full or in part, and no assurance can be given that
applications by Qualifying Shareholders under the Excess Application Facility
will be met in full or in part or at all.
To the extent that Open Offer Shares are not subscribed by Qualifying
Shareholders, Open Offer Entitlements will lapse. Qualifying Shareholders may
apply for more or less Open Offer Shares than they are entitled to under the
Open Offer.
The Open Offer is subject to the satisfaction, inter alia, of the following
conditions on or before 9 April 2024, or such later date as the Company and
the Joint Brokers may agree:
(i) the Placing and Open Offer Agreement becoming
unconditional in all respects in relation to the Open Offer and not having
been terminated in accordance with its terms; and
(ii) Second Admission becoming effective.
Accordingly, in the event that any of these conditions are not satisfied, or,
if applicable, waived, by 9 April 2024 (or such later time as the Joint
Brokers may in their absolute discretion determine, but only after prior
consultation with Cavendish, provided that such time does not extend beyond
8.00 am on 31 May 2024) the Open Offer will not proceed. In such
circumstances, application monies will be returned (at the applicant's sole
risk), without payment of interest, as soon as practicable thereafter.
Fractions of Open Offer Shares will not be allotted to Qualifying Shareholders
in the Open Offer and, where necessary, entitlements under the Open Offer will
be rounded down to the nearest whole number of Open Offer Shares. Any
fractional entitlement to Open Offer Shares will be disregarded in calculating
Open Offer Entitlements.
Whilst Qualifying Shareholders with a shareholding of less than 19 Existing
Ordinary Shares on the Record Date will not receive an Open Offer Entitlement,
such Qualifying Shareholders will be able to apply for Open Offer Shares under
the Excess Application Facility.
The participation of a Qualifying Shareholder in their Open Offer Entitlement
and their acquisition of any Excess Shares under the Excess Application
Facility does not guarantee that their percentage shareholding will not be
diluted from the position prior to the Placing, Subscription and Open Offer as
a result of the issue of the Placing Shares, Subscription Shares and Open
Offer Shares.
The Open Offer Shares have not been and are not intended to be registered,
offered or qualified for sale in United States, Canada, Australia, New
Zealand, the Republic of South Africa or Japan or any other jurisdiction where
such registration, offer or salle would be prohibited by applicable law (any
such jurisdiction being an Excluded Jurisdiction). The securities referred to
herein have not been and will not be registered under the US Securities Act of
1933, as amended, and may not be offered or sold in the United States, except
pursuant to an applicable exemption from registration. No public offering of
securities is being made in the United States or other Excluded Jurisdiction.
Accordingly, unless otherwise determined by the Company and effected by the
Company in a lawful manner, the Application Form will not be sent to
Qualifying Non-CREST Shareholders with registered addresses in any Excluded
Jurisdiction since to do so would require compliance with the relevant
securities laws of that jurisdiction. Unless otherwise determined by the
Company applications for the Open Offer from any person in an Excluded
Jurisdiction will be deemed to be invalid.
The Open Offer Shares will, when issued and fully paid, 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
Second Admission.
Qualifying Shareholders should note that the Open Offer is not a rights issue
and therefore the Open Offer Shares which are not applied for by Qualifying
Shareholders will not be sold in the market for the benefit of the Qualifying
Shareholders who do not apply under the Open Offer. Qualifying Non-CREST
Shareholders should note the Application Form is not a document of title and
cannot be traded or otherwise transferred.
Risk Factors
The attention of Shareholders is drawn to the risk factors set out in Part III
of the Circular.
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING
MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM
1 Details of the person discharging managerial responsibilities/person closely
associated
a) Name 1. Andy Morrison
2. Jason Miles
3. Laurie Mutch
4. Vicky Boiten-Lee
5. Dilip Shah
2 Reason for notification
a) Position/Status 1. Non-executive Chairman
2. Chief Executive Officer
3. Non-executive Director
4. Non-executive Director
5. Non-executive Director
b) Initial notification/amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Quadrise plc
b) LEI 213800HN2ETG5476U328
4 Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument and identification Ordinary shares of 1 pence each
code
ISIN: GB00BM9CLS53
b) Nature of transaction Subscription for Placing Shares or Subscription Shares
c) Price(s) and volume(s) Price(s) Volume(s)
1.25 pence 1,000,000
1.25 pence 1,200,000
1.25 pence 117,893
1.25 pence 800,000
1.25 pence 160,000
d) Aggregated information n/a
e) Date of transaction 19 March 2024
f) Place of transaction Outside of a trading venue
d)
Aggregated information
n/a
e)
Date of transaction
19 March 2024
f)
Place of transaction
Outside of a trading venue
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