TIDMSRT
RNS Number : 5351X
SRT Marine Systems PLC
21 December 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, TO US PERSONS OR INTO OR WITHIN
THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN, OR ANY
MEMBER STATE OF THE EEA, OR ANY OTHER JURISDICTION WHERE, OR TO ANY
OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE A VIOLATION OR
BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE
IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
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 SRT MARINE SYSTEMS PLC).
ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT
RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND WILL BE ENGAGED IN
ONLY BY SUCH PERSONS. THIS ANNOUNCEMENT IS FOR INFORMATIONAL
PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR
INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO
PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF SRT MARINE SYSTEMS
PLC.
SRT MARINE SYSTEMS PLC
Retail Offer
The Board of SRT MARINE SYSTEMS PLC (the "Company") is pleased
to announce a retail offer via BookBuild (the "Retail Offer") of
new ordinary shares of 0.1p each ("Ordinary Shares") in the capital
of the Company (the "Retail Shares") at an issue price of 35 pence
per New Ordinary Share (as defined below) (the "Issue Price").
In addition to the Retail Offer, the Company is also conducting
a Subscription and Placing of new ordinary shares (the
"Subscription Shares", "Placing Shares" and together with the
Retail Shares, the "New Ordinary Shares") at the Issue Price (the
"Subscription", the "Placing" and together with the Retail Offer,
the "Fundraising"). A separate announcement has been made regarding
the Subscription and Placing and its terms. For the avoidance of
doubt, the Retail Offer is not part of the Subscription and
Placing. Full details of the Fundraising, including the background
to and reasons for the Subscription and Placing and the Retail
Offer is included in the separate announcement released by the
Company this morning at 7:00 a.m.
The Issue Price represents a discount of approximately 15.6 per
cent to the closing share price of 41.5 pence per Existing Ordinary
Share on 20 December 2023.
The Retail Offer is conditional on the First Subscription
becoming effective, the passing of the Placing Resolutions and
Second Admission. Admission of the New Ordinary Shares pursuant to
the Retail Offer is expected to take place at 8:00 a.m. on 16
January 2024. Completion of the Retail Offer is conditional, inter
alia, upon the Placing Resolutions being duly passed by
Shareholders at the General Meeting to be held at 10:00 a.m. at the
offices of CMS Cameron McKenna Nabarro Olswang LLP, Cannon Place,
78 Cannon Street, London, EC4N 6AF on 15 January 2024.
The net proceeds of the Fundraising will strengthen the
Company's balance sheet and enable the growth of both the systems
and transceivers businesses.
Expected Timetable in relation to the Retail Offer
Retail Offer opens 7:05 a.m. 21 Dec
2023
Latest time and date for commitments under the Retail Offer 8:00 a.m. 28 Dec
2023
-----------------
Results of the Retail Offer announced 28 Dec 2023
-----------------
Admission and dealings in New Ordinary Shares issued 8.00 a.m. on 16
pursuant to the Retail Offer commence Jan 2024
-----------------
Any changes to the expected timetable set out above will be
notified by the Company through a Regulatory Information Service.
References to times are to London times unless otherwise
stated.
Dealing Codes
Ticker SRT
ISIN for the Ordinary Shares GB00B0M8KM36
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SEDOL for the Ordinary Shares B0M8KM3
------------
Retail Offer
The Company values its retail shareholder base, which has
supported the Company alongside institutional investors since IPO.
Given the support of retail shareholders, the Company believes that
it is appropriate to provide its retail shareholders in the United
Kingdom the opportunity to participate in the Retail Offer. The
Company is therefore making the Retail Offer available in the
United Kingdom through the financial intermediaries which will be
listed, subject to certain access restrictions, on the following
website:
https://www.bookbuild.live/deals/N1NGK7/authorised-intermediaries
Cavendish Securities PLC will be acting as retail offer
coordinator in relation to this 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 con rm 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 be open to eligible investors in the
United Kingdom at 7:05 a.m. 21 Dec 2023 . The Retail Offer is
expected to close at 8.00 a.m. on 28 Dec 2023 . 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 the Retail Offer Coordinator or BookBuild at email:
support@bookbuild.live.
The Retail Offer the subject of this announcement 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
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 CFDs, Spreadbets 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 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 Shares
has been made and accepted via an intermediary, it cannot be
withdrawn.
The New Ordinary 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. It is a term of the Retail Offer that
the aggregate total consideration payable for the Retail Shares
will not exceed GBP0.5 million (or the equivalent in Euros). The
exemption from the requirement to publish a prospectus, set out in
section 86(1)(e) of the Financial Services and Markets Act 2000 (as
amended), will apply to the Retail Offer.
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 United Kingdom law by virtue of the European Union
(Withdrawal) Act 2018 (as amended).
There is a minimum subscription of GBP250.00 per investor under
the terms of the Retail Offer which is open to investors in the
United Kingdom subscribing via the intermediaries which will be
listed, subject to certain access restrictions, on the following
website:
https://www.bookbuild.live/deals/N1NGK7/authorised-intermediaries
There is no maximum application amount to apply in the Retail
Offer. The terms and conditions on which investors subscribe will
be provided by the relevant financial 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 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 Shares if
they are in any doubt.
For further information, please contact:
Contacts:
SRT Marine Systems plc www.srt-marine.com
+ 44 (0) 1761 409500
Simon Tucker (CEO) simon.tucker@srt-marine.com
Louise Coates (Marketing Manager) louise.coates@srt-marine.com
Cavendish Capital Markets Limited
Jonny Franklin-Adams / Teddy Whiley /
George Dollemore (Corporate Finance) +44 (0) 20 7220 0500
Tim Redfern, Harriet Ward (ECM)
About SRT Marine Systems plc:
SRT develops, manufactures and supplies maritime tracking
technology and turn-key system solutions to marine stakeholders
across the globe with a particular expertise in AIS. The Company's
products and solutions are used by individual vessel owners, port
authorities, maritime infrastructure owners, coast guards and
national security agencies to enhance their maritime domain
awareness. Applications include the tracking of commercial and
leisure vessels; sustainable fishery; anti-collision; search and
rescue; waterway management, port and coast security; pollution
management; and environmental management.
The Company's LEI is 2138002DF3KFXL472938
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.
Important Notices
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 not
for release, publication 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, the Republic of South Africa, any member
state of the EEA or any other jurisdiction where to do so might
constitute a violation of the relevant laws or regulations of such
jurisdiction.
The Retail 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 bene t of any US
person (within the meaning of Regulation S under the US Securities
Act) (a "US Person"). No public o ering of the Retail Shares is
being made in the United States. The Retail Shares are being o ered
and sold outside the United States in "o shore transactions", as de
ned 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 Shares
in the United States, Australia, Canada, Japan, the Republic of
South Africa, any member state of the EEA 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.
Cavendish Securities PLC ("Cavendish") is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting exclusively for the Company and for no-one else and will
not regard any other person (whether or not a recipient of this
announcement) as its client in relation to the Retail 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 connection with the Retail Offer, Admission and
the other arrangements referred to 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 and
currency 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. Each of the Company and Cavendish expressly disclaims
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, the London
Stock Exchange or applicable law.
The information in this announcement is for background purposes
only and does not purport to be full or complete. None of
Cavendish, or any of its 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. Each of Cavendish,
and its affiliates, accordingly disclaims all and any liability
whether arising in tort, contract or otherwise which it 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 Shares to be
issued or sold pursuant to the Retail Offer will not be admitted to
trading on any stock exchange other than the London Stock
Exchange.
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 "manufacturer"
(for the purposes of the UK MiFIR Product Governance Requirements)
may otherwise have with respect thereto, the Retail Shares have
been subject to a product approval process, which has determined
that the Retail 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 Shares may decline and
investors could lose all or part of their investment; the Retail
Shares offer no guaranteed income and no capital protection; and an
investment in the Retail 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 Shares. Each distributor is responsible for
undertaking its own target market assessment in respect of the
Retail Shares and determining appropriate distribution
channels.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("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 disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Retail Shares have been subject to a product approval process,
which has determined that the Retail 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 MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "EU Target Market Assessment"). Notwithstanding the
EU Target Market Assessment, distributors should note that: the
price of the Retail Shares may decline and investors could lose all
or part of their investment; the Retail Shares offer no guaranteed
income and no capital protection; and an investment in the Retail
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 EU Target Market Assessment is
without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Retail
Offer.
For the avoidance of doubt, the EU Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; 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 Shares. Each
distributor is responsible for undertaking its own target market
assessment in respect of the Retail Shares and determining
appropriate distribution channels.
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END
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(END) Dow Jones Newswires
December 21, 2023 02:01 ET (07:01 GMT)
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