TIDMSTG
RNS Number : 5051X
Strip Tinning Holdings PLC
21 December 2023
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE
UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY
STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA
(COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA, JAPAN, NEW
ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN
WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE
UNLAWFUL.
THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS
OR MATERIALS RELATING TO THE RETAIL OFFER AS A FINANCIAL PROMOTION
IS ONLY BEING MADE TO, AND MAY ONLY BE ACTED UPON BY, THOSE PERSONS
IN THE UNITED KINGDOM FALLING WITHIN ARTICLE 43 OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMED (WHICH INCLUDES AN EXISTING MEMBER OF STRIP TINNING HOLDINGS
PLC). ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND WILL BE
ENGAGED IN ONLY WITH SUCH PERSONS.
21 December 2023
Strip Tinning Holdings plc
("Strip Tinning" or the "Company")
Retail Offer for up to GBP0.25 million
Strip Tinning Holdings plc (AIM: STG), a leading supplier of
specialist connection systems to the automotive sector, is pleased
to announce a retail offer to existing retail shareholders via the
BookBuild Platform (the "Retail Offer") to raise up to GBP0.25
million through the issue of new ordinary shares of 1 pence each in
the capital of the Company ("Ordinary Shares"). Under the Retail
Offer, up to 625,000 new Ordinary Shares (the "Retail Offer
Shares") will be made available at a price of 40.0 pence per Retail
Offer Share (the "Issue Price").
In addition to the Retail Offer, the Company announced on 20
December 2023 the successful conditional placing of 2,500,000 new
Ordinary Shares (the "Placing Shares") at the Issue Price to raise
GBP1.0 million (before expenses) through an accelerated bookbuild
process (the "Placing") and the conditional issue of convertible
loan notes to raise GBP4.0 million (the "Convertible Loan Notes",
together with the Placing and the Retail Offer, the
"Fundraising").
A separate announcement has been made regarding the Placing and
the Convertible Loan Notes and their respective terms, and it also
sets out the reasons for the Fundraising and the use of proceeds.
The Retail Offer is not part of the Placing and the Convertible
Loan Notes and completion of the Placing and/or the Convertible
Loan Notes is not conditional on the completion of the Retail
Offer.
The Issue Price represents a discount of 5.9 per cent. to the
Closing Price per Ordinary Share on 19 December 2023, being the
last Business Day prior to the announcement of the Fundraising.
The Retail Offer is wholly conditional upon, inter alia, (i)
Resolution 1 (the "Fundraising Resolution"), which is required to
implement the Fundraising, being duly passed by Shareholders at the
general meeting proposed to be held at the offices of Singer
Capital Markets, 1 Bartholomew Lane, London, EC2N 2AX at 11.00 a.m.
on 15 January 2024 (the "General Meeting"), (ii) Admission of the
Retail Offer Shares and (iii) completion of the Placing and the
Convertible Loan Notes. Subject to the passing of the Fundraising
Resolution, application will be made to the London Stock Exchange
for admission of the Retail Offer Shares. It is expected that
admission of the Retail Offer Shares will become effective and that
dealings are expected to commence at 8.00 a.m. on 17 Janu ary 2024
("Admission").
A circular containing further details of the Fundraising and a
notice convening the General Meeting, is expected to be despatched
to Shareholders later today and the Circular, once published, will
be available on the Company's website at
www.striptinning.com/investors.
Expected Timetable in connection with the Retail Offer
Retail Offer opens 21 December 2023
Latest time and date for commitments 1.00 p.m. on 12 January 2024
under the Retail Offer
-----------------------------
Results of the Retail Offer 12 January 2024
announced
-----------------------------
Admission and dealings in the 8.00 a.m. 17 January 2024
Retail Offer Shares commence
-----------------------------
Each of the times and dates above refer to London time and are
subject to change. Any such change will be notified to Shareholders
by an announcement through a Regulatory Information Service.
Dealing Codes
Ticker STG
ISIN for the Ordinary Shares GB00BMHN9M05
-------------
SEDOL for the Ordinary Shares BMHN9M0
-------------
BookBuild Platform Retail Offer
The Company values its existing retail shareholder base and
believes that it is appropriate to provide its eligible existing
retail shareholders in the United Kingdom the opportunity to
participate in the Retail Offer.
The Company is making the Retail Offer available in the United
Kingdom through certain financial intermediaries which will be
listed, subject to certain access restrictions, on the following
website: www.bookbuild.live/deals/W7LE5Q/authorised-intermediaries
. Singer Capital Markets Securities Limited will be acting as
retail offer coordinator in relation to the Retail Offer (the
"Retail Offer Coordinator").
Existing retail shareholders can contact their broker or wealth
manager ("Intermediary") to participate in the Retail Offer. In
order to participate in the Retail Offer, each Intermediary must be
on-boarded onto the BookBuild Platform and agree to the final terms
and the retail offer terms and conditions, which regulate, inter
alia, the conduct of the Retail Offer on market standard terms and
provide for the payment of commission to any Intermediary that
elects to receive a commission and/or fee (to the extent permitted
by the FCA Handbook Rules) from the Retail Offer Coordinator (on
behalf of the Company) .
Any expenses incurred by any Intermediary are for its own
account. Investors should confirm separately with any Intermediary
whether there are any commissions, fees or expenses that will be
applied by such Intermediary in connection with any application
made through that Intermediary pursuant to the Retail Offer.
The Retail Offer will open to eligible investors in the United
Kingdom following release of this announcement. The Retail Offer is
expected to close at 1.00 p.m. on 12 January 2024. Investors should
note that financial intermediaries may have earlier closing times.
The Retail Offer may close early if it is oversubscribed.
If any Intermediary has any questions about how to participate
in the Retail Offer on behalf of existing retail
shareholders, please contact BookBuild at support@bookbuild.live .
The Retail Offer is and will, at all times, only be made to,
directed at and may only be acted upon by those persons who are,
shareholders in the Company. To be eligible to participate in the
Retail Offer, applicants must meet the following criteria before
they can submit an order for Retail Offer Shares: (i) be a customer
of one of the participating Intermediaries listed on the above
website; (ii) be resident in the United Kingdom and (iii) be a
shareholder in the Company (which may include individuals aged 18
years or over, companies and other bodies corporate, partnerships,
trusts, associations and other unincorporated organisations and
includes persons who hold their shares in the Company directly or
indirectly through a participating Intermediary). For the avoidance
of doubt, persons who only hold warrants, CFDs, spread bets and/or
similar derivative instruments in relation to shares in the Company
are not eligible to participate in the Retail Offer.
The Company reserves the right to scale back any order under the
Retail Offer at its discretion. The Company reserves the right to
reject any application for subscription under the Retail Offer
without giving any reason for such rejection.
It is vital to note that once an application for Retail Offer
Shares has been made and accepted via an Intermediary, it cannot be
withdrawn.
The Retail Offer Shares will, when issued, be credited as fully
paid and will rank pari passu in all respects with existing
Ordinary Shares including the right to receive all dividends and
other distributions declared, made or paid after their date of
issue.
The Retail Offer is an offer to subscribe for transferable
securities, the terms of which ensure that the Company is exempt
from the requirement to issue a prospectus under Regulation (EU)
2017/1129 as it forms part of UK law by virtue of the European
Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation"). The
aggregate total consideration for the Retail Offer will not exceed
GBP0.25 million (or the equivalent in Euros) and therefore the
exemption from the requirement to publish a prospectus, set out in
section 86(1) FSMA, will apply.
The Retail Offer is not being made into any jurisdiction other
than the United Kingdom or to US Persons (as defined in Regulation
S of the US Securities Act 1933, as amended).
No offering document, prospectus or admission document has been
or will be prepared or submitted to be approved by the Financial
Conduct Authority (or any other authority) in relation to the
Retail Offer, and investors' commitments will be made solely on the
basis of the information contained in this announcement and
information that has been published by or on behalf of the Company
prior to the date of this announcement by notification to a
Regulatory Information Service in accordance with the Financial
Conduct Authority's Disclosure Guidance and Transparency Rules and
the Market Abuse Regulation (EU Regulation No. 596/2014) ("MAR") as
it forms part of the domestic law of England and Wales by virtue of
the European Union (Withdrawal) Act 2018 (as amended).
There is a minimum subscription of GBP 200 per eligible investor
under the terms of the Retail Offer. There is no maximum
application amount per eligible investor under the terms of the
Retail Offer, though note the total size of the Retail Offer (as
referenced above) and the discretion the Company has to scale back
applications. The terms and conditions on which eligible investors
subscribe will be provided by the relevant Intermediaries including
relevant commission or fee charges.
Investors should make their own investigations into the merits
of an investment in the Company. Nothing in this announcement
amounts to a recommendation to invest in the Company or amounts to
investment, taxation or legal advice.
It should be noted that a subscription for Retail Offer Shares
and investment in the Company carries a number of risks. Investors
should take independent advice from a person experienced in
advising on investment in securities such as the Retail Offer
Shares if they are in any doubt.
An investment in the Company will place capital at risk. The
value of investments, and any income, can go down as well as up, so
investors could get back less than the amount invested.
Neither past performance nor any forecasts should be considered
a reliable indicator of future results. AIM has been in existence
since June 1995 but its future success and liquidity in the market
for the Company's shares cannot be guaranteed.
This announcement should be read in its entirety. In particular,
the information in the "Important Notices" section of the
announcement should be read and understood.
Enquiries:
Strip Tinning Holdings plc Via Alma PR
Adam Robson, Executive Chairman
Richard Barton, Chief Executive Officer
Adam Le Van, Chief Financial Officer
Singer Capital Markets (Nominated Adviser, Sole Broker
and Retail Offer Coordinator) +44 (0) 20 7496 3000
Rick Thompson
James Fischer
Alma (Financial PR) striptinning@almastrategic.com
Joe Pederzolli +44 (0) 20 3405 0205
Josh Royston
IMPORTANT NOTICES
The content of this announcement has been prepared by, and is
the sole responsibility of, the Company.
The Retail Offer is only open to investors in the United Kingdom
who fall within Article 43 of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005, as amended (which
includes an existing member of the Company).
This announcement and the information contained herein is
restricted and is not for publication, release or distribution,
directly or indirectly, in whole or in part, in or into or from the
United States (including its territories and possessions, any state
of the United States and the District of Columbia (the "United
States" or "US")), Australia, Canada, Japan, New Zealand, the
Republic of South Africa or any other jurisdiction where to do so
might constitute a violation of the relevant laws or regulations of
such jurisdiction.
The Retail Offer Shares have not been and will not be registered
under the US Securities Act of 1933, as amended (the "US Securities
Act") or under the applicable state securities laws of the United
States and may not be offered or sold directly or indirectly in or
into the United States or to or for the account or benefit of any
US person (within the meaning of Regulation S under the US
Securities Act) (a "US Person"). No public offering of the Retail
Offer Shares is being made in the United States. The Retail Offer
Shares are being offered and sold outside the United States in
"offshore transactions", as defined in, and in compliance with,
Regulation S under the US Securities Act. In addition, the Company
has not been, and will not be, registered under the US Investment
Company Act of 1940, as amended.
This announcement does not constitute an offer to sell or issue
or a solicitation of an offer to buy or subscribe for Retail Offer
Shares in the United States, Australia, Canada, Japan, New Zealand
the Republic of South Africa or any other jurisdiction in which
such offer or solicitation is or may be unlawful. No public offer
of the securities referred to herein is being made in any 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.
Singer Capital Markets Securities Limited ("Singer"), which is
authorised and regulated in the United Kingdom by the FCA is acting
exclusively for the Company and no-one else in connection with the
transactions and arrangements described in this announcement and
will not regard any other person (whether or not a recipient of
this announcement) as a client in relation to the transactions and
arrangements described in this announcement. Singer is not
responsible to anyone other than the Company for providing the
protections afforded to clients of Singer or for providing advice
in connection with the contents of this announcement, or the
transactions and arrangements described in this announcement.
The value of Ordinary Shares and the income from them is not
guaranteed and can fall as well as rise due to stock market
movements. When you sell your investment, you may get back less
than you originally invested. Figures refer to past performance and
past performance is not a reliable indicator of future results.
Returns may increase or decrease as a result of currency
fluctuations.
Certain statements in this announcement are forward-looking
statements which are based on the Company's expectations,
intentions and projections regarding its future performance,
anticipated events or trends and other matters that are not
historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "intend", "estimate",
"expect" and words of similar meaning, include all matters that are
not historical facts. These forward-looking statements involve
risks, assumptions and uncertainties that could cause the actual
results of operations, financial condition, liquidity and dividend
policy and the development of the industries in which the Company's
businesses operate to differ materially from the impression created
by the forward-looking statements. These statements are not
guarantees of future performance and are subject to known and
unknown risks, uncertainties and other factors that could cause
actual results to differ materially from those expressed or implied
by such forward-looking statements. Given those risks and
uncertainties, prospective investors are cautioned not to place
undue reliance on forward-looking statements.
These forward-looking statements speak only as at the date of
this announcement and cannot be relied upon as a guide to future
performance. The Company and Singer expressly disclaim any
obligation or undertaking to update or revise any forward-looking
statements contained herein to reflect actual results or any change
in the assumptions, conditions or circumstances on which any such
statements are based unless required to do so by the Financial
Conduct Authority, London Stock Exchange plc or applicable law.
The information in this announcement is for background purposes
only and does not purport to be full or complete. None of Singer or
any of their respective affiliates, accepts any responsibility or
liability whatsoever for, or makes any representation or warranty,
express or implied, as to this announcement, including the truth,
accuracy or completeness of the information in this announcement
(or whether any information has been omitted from the announcement)
or any other information relating to the Company 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 the announcement or its contents
or otherwise arising in connection therewith. Singer and its
affiliates, accordingly disclaim all and any liability whether
arising in tort, contract or otherwise which they might otherwise
be found to have in respect of this announcement or its contents or
otherwise arising in connection therewith.
Any indication in this announcement of the price at which the
Ordinary Share have been bought or sold in the past cannot be
relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser. No
statement in this announcement is intended to be a profit forecast
and no statement in this announcement should be interpreted to mean
that earnings or target dividend per share of the Company for the
current or future financial years would necessarily match or exceed
the historical published earnings or dividends per share of the
Company.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into or forms part of this announcement. The Retail Offer Shares to
be issued or sold pursuant to the Retail Offer will not be admitted
to trading on any stock exchange other than the AIM market of
London Stock Exchange plc.
Information to Distributors
UK Product Governance Requirements
Solely for the purposes of the product governance requirements
of Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK MiFIR Product Governance
Requirements"), and disclaiming all and any liability, whether
arising in tort, contract or otherwise, which any "manufacture"
(for the purposes of the UK MiFIR Product Governance Requirements)
may otherwise have with respect thereto, the Retail Offer Shares
have been subject to a product approval process, which has
determined that the Retail Offer Shares are: (i) compatible with an
end target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in paragraphs 3.5 and 3.6 of COBS; and (ii) eligible for
distribution through all permitted distribution channels (the
"Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors should note that: the price of the Retail
Offer Shares may decline and investors could lose all or part of
their investment; the Retail Offer Shares offer no guaranteed
income and no capital protection; and an investment in the Retail
Offer 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 Retail Offer.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of Chapters 9A or 10A respectively of COBS; or (b)
a recommendation to any investor or group of investors to invest
in, or purchase, or take any other action whatsoever with respect
to the Retail Offer Shares. Each distributor is responsible for
undertaking its own target market assessment in respect of the
Retail Offer Shares and determining appropriate distribution
channels.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
IOEUROORONUUUAA
(END) Dow Jones Newswires
December 21, 2023 02:00 ET (07:00 GMT)
Strip Tinning (LSE:STG)
Gráfico Histórico do Ativo
De Mar 2024 até Abr 2024
Strip Tinning (LSE:STG)
Gráfico Histórico do Ativo
De Abr 2023 até Abr 2024
