REG - Ilika plc - Result of Placing

IlikaAnnouncement

10/05/2024 15:15

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RNS Number : 0379O  Ilika plc  10 May 2024

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, NEW ZEALAND,
CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION
IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE
SECURITIES LAWS OF ANY SUCH JURISDICTION. THIS ANNOUNCEMENT IS NOT AN OFFER OF
OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

For immediate release

10 May 2024

Ilika plc

("Ilika" or the "Company")

 Result of Placing

Open Offer

 

Ilika plc (AIM: IKA), an independent global expert in solid-state battery
technology, is pleased to announce that, following the announcement made
earlier today (the "Launch Announcement") regarding the launch of a proposed
placing (the "Placing"), it has successfully conditionally placed 6,071,428
new ordinary shares of one penny each ("Ordinary Shares") (the "Placing
Shares") at a price of 28 pence per share (the "Issue Price") raising gross
proceeds of approximately £1.7 million.

Certain of the directors of the Company (the "Directors" or the "Board") have
also directly conditionally subscribed with the Company for, in aggregate,
78,570 new Ordinary Shares at the Issue Price (the "Director Subscription
Shares").

Liberum Capital Limited ("Liberum") is acting as nominated adviser and joint
bookrunner in connection with the Placing. Joh. Berenberg, Gossler & Co.
KG ("Berenberg" and together with Liberum, the "Joint Bookrunners") is acting
as joint bookrunner in connection with the Placing.

Capitalised terms not defined in this announcement (this "Announcement") have
the meanings given to them in the Launch Announcement.

The Issue Price represents a discount of approximately 5.1 per cent. to the
closing mid-market price of 29.5 pence per Ordinary Share on 9 May 2024,
being the last business day prior to the Launch Announcement.

The Capital Raising is conditional upon, inter alia, the passing of the
Resolutions at the General Meeting which is expected to be held on 29 May
2024.

Application will be made for the Placing Shares to be admitted to trading on
AIM, which is expected to occur at 8.00 a.m. on 31 May 2024.

As announced earlier today, Ilika also intends to raise up to approximately
£1.7 million through the issue of up to 6,114,449 new Ordinary Shares
(the "Open Offer Shares") pursuant to an open offer (the "Open Offer"), to
allow Ilika shareholders, including those who are not participating in the
Placing to subscribe for new Ordinary Shares at the Issue Price. The Company
intends to publish and send a circular to shareholders in connection with the
Open Offer (the "Circular") on or around 13 May 2024. The Circular will also
be available on the Company's website: www.ilika.com (http://www.ilika.com/)
.

Related Party Transaction

GPIM Limited (the "Substantial Shareholder") is considered to be a related
party of the Company for the purposes of Rule 13 of the AIM Rules for
Companies by virtue of its status as a substantial shareholder of the Company.

The Substantial Shareholder has agreed to subscribe for 1,300,000 Placing
Shares as part of the Placing.

The Directors, having consulted with the Company's nominated adviser, Liberum,
consider that the terms of the terms of the Placing are fair and reasonable
insofar as the shareholders of the Company are concerned.

Director Subscriptions

The following Directors have conditionally subscribed for New Ordinary Shares
in the following amounts and pursuant to the Director Subscription Agreements:

  Director      Existing beneficial shareholding  New Ordinary Shares subscribed for  Shareholding on completion of the Placing  Shareholding as a percentage of the Enlarged Issued Share Capital(*)
 Graeme Purdy   782,927                           53,571                              836,498                                    0.49%
 Jason Stewart  0                                 7,142                               7,142                                      0.00%
 Keith Jackson  102,142                           17,857                              119,999                                    0.07%

(* assuming all of the Open Offer Shares are taken up under the terms of the
Open Offer)

 

 For more information contact:
 Ilika plc                                               www.ilika.com (http://www.ilika.com/)
 Graeme Purdy, Chief Executive                           Via Walbrook PR
 Jason Stewart, Chief Financial Officer

 Liberum Capital Limited (Nomad and Joint Broker)        Tel: 020 3100 2000
 Andrew Godber, John More
 Nikhil Varghese, Joshua Borlant

 Joh. Berenberg, Gossler & Co. KG (Joint Broker)         Tel: 020 3207 8700
 Mark Whitmore, Detlir Elezi, Natasha Ninkov

 Walbrook PR Ltd             Tel: 020 7933 8780 / Ilika@walbrookpr.com
 Nick Rome, Charlotte Edgar, Joe Walker

 

About Ilika plc - https://www.ilika.com (https://www.ilika.com/)

Ilika specialises in the developing and commercialisation of solid state
batteries. The Company's mission is to rapidly develop leading-edge
IP, manufacture and license solid state batteries for markets that cannot be
addressed with conventional batteries due to their safety, charge rates,
energy density and life limits. The Company achieves this by using
ceramic-based lithium-ion technology that is inherently safe in manufacture
and usage, higher thermal tolerance and easier to recycle which
differentiates our products from existing batteries.

 

The Company has two product lines. Its Stereax batteries which are designed
for powering miniature medical implants, industrial wireless sensors and
specialist internet of Things (IoT) applications and the Goliath large format
batteries designed for EV cars and cordless appliances.

 

Note:

The information contained within this Announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulation
(EU Regulation No. 596/2014) (as it forms part of United Kingdom domestic law
by virtue of the European Union (Withdrawal) Act 2018) (the "UK MAR"). Upon
the publication of this Announcement via a Regulatory Information Service,
this inside information is now considered to be in the public domain. If you
have any queries on this, then please contact Jason Stewart, Finance Director
of the Company (the person responsible for arranging the release of this
Announcement) on 0203 8011 1400.

 

IMPORTANT NOTICES

This Announcement includes statements that are, or may be deemed to be,
"forward-looking statements". These forward- looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "forecasts", "plans", "prepares", "anticipates",
"projects", "expects", "intends", "may", "will", "seeks", "should" or, in each
case, their negative or other variations or comparable terminology, or by
discussions of strategy, plans, objectives, goals, future events or
intentions. These forward-looking statements include all matters that are not
historical facts. They appear in a number of places throughout this
Announcement and include statements regarding the Company's and the Directors'
intentions, beliefs or current expectations concerning, amongst other things,
the Company's prospects, growth and strategy. By their nature, forward-looking
statements involve risks and uncertainties because they relate to events and
depend on circumstances that may or may not occur in the future.
Forward-looking statements are not guarantees of future performance. The
Company's actual performance, achievements and financial condition may differ
materially from those expressed or implied by the forward-looking statements
in this Announcement. In addition, even if the Company's results of
operations, performance, achievements and financial condition are consistent
with the forward-looking statements in this Announcement, those results or
developments may not be indicative of results or developments in subsequent
periods. Any forward-looking statements that the Company makes in this
Announcement speak only as of the date of such statement and (other than in
accordance with their legal or regulatory obligations) neither the Company,
nor the Joint Bookrunners nor any of their respective associates, directors,
officers or advisers undertakes any obligation to update such statements.
Comparisons of results for current and any prior periods are not intended to
express any future trends or indications of future performance, unless
expressed as such, and should only be viewed as historical data.

Liberum is authorised and regulated by the Financial Conduct Authority (the
"FCA") in the United Kingdom and is acting exclusively for the Company and no
one else in connection with the Placing or any other matters referred to in
this Announcement, and Liberum will not be responsible to anyone (including
any Placees) other than the Company for providing the protections afforded to
its clients or for providing advice in relation to the Placing or any other
matters referred to in this Announcement.

Berenberg, which is authorised and regulated by the German Federal Financial
Supervisory Authority and in the United Kingdom is deemed authorised under the
Temporary Permissions Regime and subject to limited regulation by the FCA, is
acting exclusively for the Company in connection with the Placing and will not
be acting for any other person (including any Placees) and will not be
responsible to any person other than the Company for providing the protections
afforded to clients of Berenberg or for advising any other person in respect
of the matters referred to in this Announcement.

No representation or warranty, express or implied, is or will be made as to,
or in relation to, and no responsibility or liability is or will be accepted
by the Joint Bookrunners or by any of its affiliates or agents as to, or in
relation to, the accuracy or completeness of this Announcement or any other
written or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefor is expressly
disclaimed.

No statement in this Announcement is intended to be a profit forecast or
estimate, and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of the Company.

The price of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the shares.  Past performance is no guide to future performance, and persons
needing advice should consult an independent financial adviser.

The New Ordinary Shares to be issued pursuant to the Capital Raising  will
not be admitted to trading on any stock exchange other than the AIM market of
the London Stock Exchange.

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.

The information below (set out in accordance with the requirements of EU
Market Abuse Regulation) provides further detail:

PDMR Notification Forms: conditional upon, inter alia, the passing of the
Resolutions at the General Meeting:

 1    Details of the person discharging managerial responsibilities / person closely
      associated
 a)   Name                                                         1)    Graeme Purdy

                                                                   2)    Jason Stewart

                                                                   3)    Keith Jackson
 2    Reason for the notification
 a)   Position/status                                              1)    Chief Executive Officer

                                                                   2)    Chief Financial Officer

                                                                   3)    Chairman
 b)   Initial notification /Amendment                                                                        Initial notification
 3    Details of the issuer, emission allowance market participant, auction
      platform, auctioneer or auction monitor
 a)   Name                                                                                                   Ilika plc
 b)   LEI                                                                                                    213800TMDNIE3Z8XXD26
 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 1 pence each
      Identification code                                                                                    ISIN: GB00B608Z994

 b)   Nature of the transaction                                                                              Subscription of new Ordinary Shares
 c)   Price(s) and volume(s)

                                                                                               Price(s)                    Volume(s)
                                                                                 1)            28 pence                    53,571
                                                                                 2)            28 pence                    7,142
                                                                                 3)            28 pence                    17,857

 d)   Aggregated information                                        Single transactions as in 4 c) above

      Aggregate volume Price

 e)   Date of the transaction                                       10 May 2024
 f)   Place of the transaction                                      Outside of a trading venue

 

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