TIDMSRT
RNS Number : 1032Y
SRT Marine Systems PLC
28 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.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (EU) 596 / 2014 WHICH FORMS PART OF
UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018
("MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE
TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS
ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF
SUCH INSIDE INFORMATION, AS PERMITTED BY MAR. UPON THE PUBLICATION
OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO
BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO
BE IN POSSESSION OF INSIDE INFORMATION.
28 December 2023
SRT MARINE SYSTEMS PLC
Result of Retail Offer
The Board of SRT MARINE SYSTEMS PLC (the "Company") is pleased
to announce that the Retail Offer launched on 21 December 2023 has
now closed, raising in aggregate GBP0.5 million through the
issuance of 1,428,571 Retail Shares at a price of 35 pence
each.
Allocations were made to existing Shareholders, applying the
principles of soft pre-emption. Given the significant demand,
existing Shareholders received approximately 79 per cent. of their
soft pre-emptive allowance, when their order matched or exceeded
their soft pre-emptive allowance.(1)
Accordingly, conditional on the passing of the Placing
Resolutions at the General Meeting and Second Admission, the
Company has conditionally raised total gross proceeds of
approximately GBP10.5 million in aggregate by way of the
Fundraising.
Subject to, inter alia, Shareholders passing the Placing
Resolutions at the General Meeting to be held on 15 January 2024,
applications will be made to the London Stock Exchange in
connection with Second Admission for the admission of a total of
10,774,147 new Ordinary Shares to trading on AIM. This will
comprise (i) 8,571,576 Placing Shares; (ii) 774,000 Second
Subscription Shares and (iii) 1,428,571 Retail Shares. The new
Ordinary Shares, when issued, will rank pari passu with the
existing Ordinary Shares then in issue.
Subject to, and conditional on, the Placing Resolutions being
passed at the General Meeting, Second Admission is expected to
occur on 16 January 2024.
A separate announcement will be made following the General
Meeting as to the results of the General Meeting and the total
voting rights following Second Admission.
Unless otherwise defined, all capitalised terms used but not
defined in this announcement shall have the meaning given to them
in the announcement of the Fundraising made by the Company on 21
December 2023.
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)
1 - Soft Pre-emptive allowance Calculation: Existing shares X
15.574% (Dilution from total new shares being issued) = Soft
Pre-emptive allowance shares
Soft Pre-emptive allowance shares X c.79% = Soft Pre-emptive
allowance allocated shares
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, New Zealand, 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 Capital Markets Limited ("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 AIM.
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 "UK
Target Market Assessment"). Notwithstanding the UK 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 UK 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 UK 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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December 28, 2023 08:00 ET (13:00 GMT)
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