THIS ANNOUNCEMENT AND THE INFORMATION
HEREIN (THE "ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR
PUBLICATION, RELEASE, TRANSMISSION, DISTRIBUTION OR FORWARDING
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR
ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, TRANSMISSION,
RELEASE, DISTRIBUTION OR FORWARDING WOULD BE UNLAWFUL. THIS
ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY, IN PARTICULAR, PERSONS
RECEIVING THIS ANNOUNCEMENT SHOULD READ AND UNDERSTAND THE
INFORMATION PROVIDED IN THE "IMPORTANT NOTICES" SECTION OF THIS
ANNOUNCEMENT.
FURTHER, THIS ANNOUNCEMENT IS MADE FOR
INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL
OR ISSUE OR SOLICITATION TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE
SHARES IN QUADRISE PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER
OR SOLICITATION WOULD BE UNLAWFUL.
THE
SECURITIES DISCUSSED HEREIN ARE NOT AND WILL NOT BE REGISTERED
UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, UNLESS
REGISTERED UNDER THE SECURITIES ACT, OR PURSUANT TO AN EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, REGISTRATION UNDER THE
SECURITIES ACT. NO PUBLIC OFFERING OF THE SECURITIES DISCUSSED
HEREIN IS BEING MADE IN THE UNITED STATES AND THE INFORMATION
CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFERING OF SECURITIES FOR
SALE IN THE UNITED STATES AND THE COMPANY DOES NOT CURRENTLY INTEND
TO REGISTER ANY SECURITIES UNDER THE SECURITIES
ACT.
THIS ANNOUNCEMENT CONTAINS INSIDE
INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014
AS IT FORMS PART OF DOMESTIC LAW IN THE UNITED KINGDOM BY VIRTUE OF
THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. UPON THE
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION
SERVICE, THIS INSIDE INFORMATION WILL BE CONSIDERED TO BE IN THE
PUBLIC DOMAIN.
12 April 2024
Quadrise
plc
(the
"Company" and together with
its subsidiaries the "Group" or "Quadrise")
Results of Open Offer
Quadrise Plc (AIM: QED), the
supplier of innovative energy solutions for a cleaner
planet, announces the results of its Open
Offer. The Open Offer to Qualifying Shareholders was announced by
the Company on 18 March 2024 and closed for acceptances, in
accordance with its terms, at 11.00 a.m. on 12 April
2024.
The Company is pleased to announce that the
Open Offer was oversubscribed and that it has received valid
acceptances and excess applications from Qualifying Shareholders
for a total of 112,353,488 Open Offer Shares under the Open Offer,
representing approximately 137 per cent. of the 82,235,727 Open
Offer Shares available under the Open Offer. In accordance with the
terms and conditions of the Open Offer all applications made
pursuant to the Open Offer (other than Excess Shares applied for
under the Excess Application Facility) have been met in full and a
scaling back exercise has been undertaken in respect of
applications for Excess Shares, with Excess Applications scaled
back pro-rata to 44.766907% of the number of shares applied
for.
As a result, and subject to Second Admission
becoming effective, 82,235,727 Open Offer Shares will be issued in
connection with the Open Offer, raising approximately £1 million
(before expenses) for the Company at an Issue Price of 1.25 pence
per Open Offer Share. As a consequence, the Placing and the
Subscription announced on 18 March 2024 and the Open Offer will
have raised, at the Issue Price, approximately £2.5 million (before
expenses) for the Company.
Capitalised terms used but not
otherwise defined in this announcement bear the meanings ascribed
to them in the circular posted to shareholders on 19 March
2024.
Director and PDMR participation in the Open
Offer
The following Director and PDMRs of the Company
have participated in the Open Offer, as follows:
Director/PDMR
|
Number of Existing Ordinary Shares
|
Number of Open Offer Shares subscribed
for
|
Number of Ordinary Shares held on Second
Admission
|
Laurie Mutch
|
800,000
|
112,789
|
912,789
|
Philip Hill
|
160,000
|
40,464
|
200,464
|
David Scott
|
110,309
|
39,019
|
149,328
|
The notifications below, made in accordance
with the requirements of the EU Market Abuse Regulation
(2014/596/EU) as it forms part of United Kingdom 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 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,
including the right to
receive all dividends and other distributions declared, made or
paid after the date of Second Admission. Application has been made
to the London Stock Exchange for the Open Offer Shares to be
admitted to trading on AIM ("Admission"). Settlement and dealings for the Open Offer Shares and Second
Admission are expected to take place on or around 8.00 a.m. on 16
April 2024.
Total voting rights
Following Second Admission, the
Company will have a total of 1,764,714,550 Ordinary Shares in
issue, with no Ordinary Shares held in treasury. Therefore,
following Second Admission, this figure may be used by shareholders
of the Company 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
("FCA").
Commenting on the results, Andy Morrison, Chairman
of Quadrise, said:
"This is an excellent Open Offer result. An acceptance rate of
approximately 70% of basic shareholder entitlements is an
indication of the high level of engagement and confidence that our
shareholders have in our unique decarbonisation solutions. The
Company is now well positioned to execute its projects and
directors and management extend our thanks to shareholders for
their ongoing support."
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
|
|
|
Joint
Brokers
Shore Capital Stockbrokers Limited
|
|
+44 (0)20
7408 4090
|
Toby Gibbs, Rachel Goldstein
(Corporate Advisory)
|
|
|
Fiona Conroy (Corporate
Broking)
|
|
|
|
|
|
VSA
Capital Limited
Andrew Raca (Corporate
Finance)
Andrew Monk (Corporate
broking)
|
|
+44 (0)20
3005 5000
|
|
|
|
Public & Investor
Relations
|
|
|
Vigo Consulting
Patrick D'Ancona
Finlay Thomson
|
|
+44 (0)20
7390 0230
|
IMPORTANT
NOTICES
The information contained within this
Announcement is deemed by the Company to constitute inside
information as stipulated under Article 7 of the Market Abuse
Regulation (EU) No. 596/2014 (as amended) as it forms part of the
domestic law of the United Kingdom by virtue of the European Union
(Withdrawal) Act 2018 (as amended). Upon the publication of this
Announcement via the Regulatory Information Service, this inside
information is now considered to be in the public
domain.
Cavendish Capital Markets Limited, which is
authorised and regulated in the United Kingdom by the FCA, is
acting as nominated adviser exclusively for the Company and no one
else in connection with the Fundraise and will not regard any other
person (whether or not a recipient of this Announcement) as a
client in relation to the Open Offer and will not be responsible to
anyone other than the Company for providing the protections
afforded to its clients, nor for providing advice, in relation to
the Open Offer or any other matter referred to in this
Announcement. Cavendish's responsibilities as the Company's
nominated adviser under the AIM Rules for Companies and the AIM
Rules for Nominated Advisers are owed to the London Stock Exchange
plc and the Company and not to any other person.
Shore Capital Stockbrokers Limited
("Shore Capital") and VSA
Capital Limited ("VSA
Capital"), who are authorised and regulated in the United
Kingdom by the FCA, are acting exclusively for the Company as
joints bookrunners and brokers and no one else in connection with
the Fundraise and will not regard any other person (whether
or not a recipient of this Announcement) as their client in
relation to the Fundraise and will not be responsible to anyone
other than the Company for providing the protections afforded to
its clients, nor for providing advice, in relation to the Fundraise
or any other matter referred to in this Announcement. The
responsibilities of Shore Capital and VSA Capital as the Company's
joint brokers are owed to the London Stock Exchange plc and not to
any other person.
This Announcement is not intended to, and does
not, constitute or form part of any offer, invitation or the
solicitation of an offer to purchase, otherwise acquire, subscribe
for, sell or otherwise dispose of, any securities whether pursuant
to this Announcement or otherwise.
This Announcement does not contain an offer or
constitute any part of an offer to the public within the meaning of
Sections 85 and 102B of the Financial Services and Markets Act 2000
("FSMA"), as amended, or
otherwise. This Announcement is not an "approved prospectus" within
the meaning of Section 85(7) of the FSMA and a copy of it has not
been, and will not be, delivered to the FCA in accordance with the
Prospectus Regulation Rules or delivered to any other authority
which could be a competent authority for the purpose of the
Prospectus Regulation (EU) 2017/1129 (the "EU Prospectus
Regulation") or the United Kingdom version of Prospectus Regulation
(EU) 2017/1129 as it forms part of retained European Union law by
virtue of the European Union (Withdrawal) Act 2018, as amended (the
"UK Prospectus Regulation"). Its contents have not been examined or
approved by the London Stock Exchange plc, nor has it been approved
by an "authorised person" for the purposes of Section 21 of the
FSMA. This Announcement is being distributed to persons in the
United Kingdom only in circumstances in which section 21(1) of the
FSMA does not apply.
The distribution of this Announcement in
jurisdictions outside the United Kingdom may be restricted by law
and therefore persons into whose possession this Announcement comes
should inform themselves about, and observe, such restrictions. Any
failure to comply with the restrictions may constitute a violation
of the securities law of any such jurisdiction.
This Announcement (including any information
incorporated by reference in this Announcement), oral statements
made regarding the contents of this Announcement, and other
information published by Quadrise contain statements about Quadrise
that are or may be deemed to be forward looking statements. Without
limitation, any statements preceded or followed by or that include
the words "targets", "plans", "believes", "expects", "aims",
"intends", "will", "may", "anticipates", "estimates", "projects" or
words or terms of similar substance or the negative thereof, may be
forward looking statements.
These forward-looking statements are not
guarantees of future performance. Such forward-looking statements
involve known and unknown risks and uncertainties that could
significantly affect expected results and are based on certain key
assumptions. Many factors could cause actual results to differ
materially from those projected or implied in any forward-looking
statements. Due to such uncertainties and risks, readers should not
rely on such forward-looking statements, which speak only as of the
date of this Announcement. Quadrise disclaims any obligation or
responsibility to update publicly or review any forward-looking or
other statements contained in this Announcement, except as required
by applicable law.
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.
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. Laurie Mutch
2. Philip Hill
3. David Scott
|
2
|
Reason for the
notification
|
a)
|
Position/status
|
1. Non-Executive Director
2. Chief Operating Officer
3. Chief Financial Officer
|
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
|
Ordinary shares of 1p each
|
|
Identification
code
|
GB00B11DDB67
|
b)
|
Nature of the
transaction
|
Purchase of Ordinary Shares pursuant to Open
Offer
|
c)
|
Price(s) and
volumes(s)
|
Price(s)
|
Volume(s)
|
1. 1,25
pence
2. 1.25
pence
3. 1.25
pence
|
1.
112,789
2.
40,464
3.
39,019
|
d)
|
Aggregated
information
|
N/A (single transactions)
|
|
Aggregated
volume
|
N/A (single transactions)
|
|
Price
|
N/A (single transactions)
|
e)
|
Date of the
transaction
|
12 April 2024
|
f)
|
Place of the
transaction
|
Outside of a trading venue
|