REG - Quadrise PLC - Results of Open Offer

QuadriseAnnouncement

12/04/2024 17:00

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RNS Number : 5087K  Quadrise PLC  12 April 2024

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RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION, DISTRIBUTION OR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
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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                                      +44 (0)20 3005 5000

 Andrew Raca (Corporate Finance)

 Andrew Monk (Corporate broking)

 Public & Investor Relations
 Vigo Consulting                                          +44 (0)20 7390 0230

 Patrick D'Ancona

 Finlay Thomson

 

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                                                                         1.     112,789

     2.     1.25 pence                                                                         2.     40,464

     3.     1.25 pence                                                                         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

 

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