REG - ADVFN PLC - Open Offer timetable and AGM

ADVFNAnnouncement

20/12/2022 07:00

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RNS Number : 2429K  ADVFN PLC  20 December 2022

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX TO THIS ANNOUNCEMENT, AND THE
INFORMATION CONTAINED IN IT, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE
OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE
UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY
OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.

20 December 2022

ADVFN plc

("ADVFN" or the ''Company'')

Open Offer timetable and AGM

On 6 December 2022, ADVFN announced a proposed equity fundraise of up to
approximately £6.82 million, before expenses, through an Open Offer pursuant
to which Qualifying Shareholders are able to subscribe at an Issue Price of 33
pence per Open Offer Share on the basis of 11 Open Offer Shares for every 14
Existing Ordinary Shares for an aggregate of up to 20,676,322 Open Offer
Shares. Qualifying Shareholders are also able to apply for Excess Shares
through an Excess Application Facility.

The Board of ADVFN is aware that due to postal disruption and other industrial
action, a number of shareholders who have expressed an interest in
participating in the Open Offer are concerned that due to delays in receiving
the necessary documentation either directly or from nominees, they may be
unable to submit their applications by the current closing date of 11.00am on
21 December 2022. The Board has therefore decided to extend the closing date
of the Open Offer (as permitted by the terms of the Open Offer) to 11.00am on
Thursday, 5 January 2023. The Board believes that this should provide
sufficient additional time for affected Qualifying Shareholders. The Open
Offer timetable as extended is set out in the Appendix to this announcement.

Similarly, the Board has also decided to adjourn the Annual General Meeting
(which had otherwise been convened for 10.00am on 29 December 2022) to 10.00am
on 13 January 2023. An updated Annual General Meeting notice with details of
the adjourned meeting is being sent to shareholders. Proxies appointed and
Forms of Proxy returned will remain valid for the adjourned Annual General
Meeting. Shareholders who would like to attend the Annual General Meeting in
person are requested to only attend the reconvened meeting on 13 January 2023
as no business will be conducted on 29 December 2022.

This announcement should be read in conjunction with the full text of the
circular issued on 6 December 2022 ("Circular"). All capitalised/defined terms
used in this announcement and not otherwise defined shall have the meanings
given to them in the Circular.

A copy of this announcement is available on the Company's website,
www.advfnplc.com.

For further information please contact:

 ADVFN plc                                     +44 (0) 203 8794 460

 Amit Tauman (CEO)
 Beaumont Cornish Limited (Nominated Adviser)  +44 (0) 207 628 3396

 Michael Cornish

 Roland Cornish
 Peterhouse Capital Limited (Broker)           +44 (0) 207 469 0930

 Eran Zucker

IMPORTANT NOTICES

Beaumont Cornish Limited ("Beaumont Cornish"), which is authorised and
regulated in the United Kingdom by the FCA and is a member of the London Stock
Exchange, is the Company's nominated adviser for the purposes of the AIM
Rules. Beaumont Cornish is acting exclusively for the Company and will not
regard any other person (whether or not a recipient of this announcement) as a
client 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 contents of this document or any other matter referred to
herein. Beaumont Cornish's responsibilities as the Company's nominated adviser
under the AIM Rules for Nominated Advisers are owed to the London Stock
Exchange and not to any other person and in particular, but without
limitation, in respect of their decision to acquire Open Offer Shares or Open
Offer Warrants in reliance on any part of this announcement. Beaumont Cornish
has not authorised the contents of this announcement for any purpose and no
liability whatsoever is accepted by Beaumont Cornish nor does it make any
representation or warranty, express or implied, as to the accuracy of any
information or opinion contained in this announcement or for the omission of
any information. Beaumont Cornish expressly disclaims all and any
responsibility or liability whether arising in tort, contract or otherwise
which it might otherwise have in respect of this announcement.

Peterhouse House Capital Limited ("Peterhouse"), which is authorised and
regulated in the United Kingdom by the FCA and is a member of the London Stock
Exchange, is the Company's broker for the purposes of the AIM Rules.
Peterhouse is acting exclusively for the Company and will not regard any other
person (whether or not a recipient of this announcement) as a client 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 contents of this announcement or any other matter referred to herein.
Peterhouse has not authorised the contents of this announcement for any
purpose and no liability whatsoever is accepted by Peterhouse nor does it make
any representation or warranty, express or implied, as to the accuracy of any
information or opinion contained in this announcement or for the omission of
any information. Peterhouse expressly disclaims all and any responsibility or
liability whether arising in tort, contract or otherwise which it might
otherwise have in respect of this announcement.

No representation, responsibility or warranty, expressed or implied, is made
by ADVFN plc, Beaumont Cornish, Peterhouse or any of their respective
directors, officers, employees or agents as to any of the contents of this
announcement in connection with the Open Offer or any other matter referred to
in this announcement.

Notice to overseas persons

The distribution of this announcement, the Open Offer Document and/or the
Application Form in jurisdictions other than the United Kingdom may be
restricted by applicable laws or regulations. This announcement does not
constitute an offer to sell or an invitation to subscribe for, or solicitation
of an offer to subscribe for or buy Open Offer Shares to any person in any
jurisdiction to whom it is unlawful to make such offer or solicitation.

Neither the Open Offer Shares nor the Open Offer Warrants have been, and will
not be, registered under the Securities Act or qualified for sale under the
laws of any state of the United States or under the applicable laws of any of
Canada, Australia, Japan or the Republic of South Africa and, subject to
certain exceptions, may not be offered or sold in the United States or to, or
for the account or benefit of, US persons (as such term is defined in
Regulation S under the Securities Act) or to any national, resident or citizen
of Canada, Australia, Japan or Republic of South Africa.

In respect of the offering in Israel of the securities offered hereunder, this
Open Offer Document has not been approved by the Israeli Securities Authority,
and that any offer in Israel is limited exclusively to special types of
investors enumerated in the first schedule of the Israeli Securities Law,
5728-1968 (known as "Qualified Investors") and to certain non-qualified
investors, as permitted under such Law. Further, the Company may require, as a
condition to the purchase of the offered securities by an Israeli offeree,
that such offeree executes additional agreements and certifications, and
provides such additional information, as may be required to comply with
Israeli law. This announcement may not be reproduced or used for any other
purpose, nor be furnished to any person in Israel other than those to whom
copies have been specifically provided by the Company. By purchasing
securities offered hereunder, any such offeree confirms that it is purchasing
the same for its own benefit and account, and not with the aim or intention of
distributing or offering such securities to other parties. All offerees are
encouraged to seek competent investment advice from a locally licensed
investment advisor prior to making any investment.

Neither the Open Offer Shares nor the Open Offer Warrants have been and will
not be registered under the United States Securities Act of 1933, as amended,
or under the applicable securities laws of any state or other jurisdiction of
the United States or qualified for distribution under any applicable
securities laws in any other Restricted Jurisdiction. The Open Offer Shares
may not be offered, sold, taken up, resold, transferred or delivered, directly
or indirectly, within, into or in the United States except pursuant to an
applicable exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance with the
securities laws of any state or other jurisdiction of the United States. The
Open Offer Shares and Open Offer Warrants are being offered and sold either:
(i) outside the United States in offshore transactions within the meaning of,
and in accordance with, the safe harbour from the registration requirements in
Regulation S under the Securities Act; or (ii) in the United States in private
placement transactions not involving any public offering in reliance on the
exemption from the registration requirements of Section 5 of the Securities
Act provided by Section 4(2) under the Securities Act or another applicable
exemption therefrom. There will be no public offer of the Open Offer Shares in
the United States.

None of the Open Offer Shares or Open Offer Warrants, the Application Form,
this announcement nor any other document connected with the Open Offer has
been nor will be approved or disapproved by the United States Securities and
Exchange Commission nor by the securities commissions of any state or other
jurisdiction of the United States or any other regulatory authority, nor have
any of the foregoing authorities or any securities commission passed upon or
endorsed the merits of the offering of the Open Offer Shares nor Open Offer
Warrants, the Application Form or the accuracy nor adequacy of this
announcement nor any other document connected with the Open Offer. Any
representation to the contrary is a criminal offence.

The ability of Qualifying Shareholders to participate in the Open Offer may be
restricted in certain jurisdictions. The attention of Overseas Shareholders is
drawn to paragraph 6 of Part III "Terms and conditions of the Open Offer" of
the Open Offer Document.

 

Appendix

EXPECTED EXTENDED TIMETABLE OF PRINCIPAL EVENTS

                                                                                  2022
 Recommended latest time and date for requesting withdrawal of Open Offer         29 December
 Entitlements and Excess CREST Open Offer Entitlements from CREST
 Latest time and date for depositing Open Offer Entitlements and Excess CREST     30 December
 Open Offer Entitlements into CREST
                                                                                  2023
 Latest time and date for splitting Application Forms (to satisfy bona fide       3 January
 market claims in relation to Open Offer Entitlements only)
 Latest time and date for receipt of completed Application Forms and payment in   11 a.m. on 5 January
 full under the Open Offer or settlement of the relevant CREST instructions (as
 appropriate)
 Announcement of results of Open Offer                                            6 January
 Expected date when Admission is effective and dealings in the Open Offer         9 January
 Shares on AIM
 Open Offer Shares credited to CREST stock accounts                               9 January
 Despatch of definitive share certificates in respect of Open Offer Shares and    Within 10 business days of Admission
 warrant certificates in respect of Open Offer Warrants to be issued in
 certificated form
 Expected date for crediting of the Open Offer Warrants in uncertificated form    9 January
 to CREST

Notes:

(i)            References to times in this document are to London
time (unless otherwise stated).

(ii)            If any of the above times or dates should change,
the revised times and/or dates will be notified by an announcement to an RIS.

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