REG - RegTech Open Project - Direct Listing, Publication of Prospectus

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22/08/2023 12:00

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RNS Number : 0984K  RegTech Open Project PLC  22 August 2023

THIS ANNOUNCEMENT (THE "ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS
STATES, TERRITORIES AND POSSESSIONS ("UNITED STATES"), AUSTRALIA, CANADA,
JAPAN, SINGAPORE, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN
WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE PROHIBITED BY ANY
APPLICABLE LAW.

 

This Announcement is an advertisement for the purposes of the Prospectus
Regulation Rules of the Financial Conduct Authority ("FCA") and is not a
prospectus nor an offer of securities for sale in any jurisdiction, including,
but not limited to, the United States, Australia, Canada, Japan, Singapore and
the Republic of South Africa.

 

Neither this Announcement, nor anything contained herein shall form the basis
of, or be relied upon in connection with, any offer or commitment whatsoever
in any jurisdiction. Investors should not subscribe for or purchase any
securities referred to in this Announcement except solely on the basis of the
information contained in the prospectus referred to in this Announcement
(together with any supplementary prospectus, if relevant, the "Prospectus"),
including the risk factors set out therein, published today by RegTech Open
Project plc (the "Company") and its subsidiaries and subsidiary undertakings
from time to time ("RTOP") in connection with the proposed admission of
ordinary shares on nominal value £0.20 each in the capital of the Company
(the "Ordinary Shares") to the standard listing segment of the Official List
of the FCA and to trading on the main market for listed securities ("Main
Market") of London Stock Exchange plc (the "London Stock Exchange") (together,
"Admission") by way of a direct introduction ("Direct Listing"). Terms used
but not otherwise defined in this Announcement shall have the meanings given
to them in the Prospectus.

 

22 August 2023

 

 

 

Direct Listing

 

Approval and Publication of Prospectus

 

 

RTOP, the technology business specialised in the automation, management, and
optimisation of regulatory compliance operations ("regtech"), today announces
that the Prospectus in respect of its Direct Listing has been approved by the
FCA and published by the Company.

 

Direct Listing details:

 

·    On 14 August 2023, the Company and RegTech Open Project S.p.A.
("RegTech Italy") entered into a contribution agreement, pursuant to which
RegTech Italy contributed its entire business and assets, principally
comprising a proprietary software platform focussed on operational resilience
("OR") (the "Orbit Open Platform"), and transferred all its liabilities to the
Company (the "Contribution").

 

·    As a result of the Contribution, The AvantGarde Group S.p.A. ("TAG")
became, and remains as at the date of this Announcement, the ultimate
beneficial owner of 100% of the issued share capital of the Company
(comprising 60,000,000 Ordinary Shares), holding 250,000 Ordinary Shares
directly and 59,750,000 indirectly via its wholly-owned subsidiary RegTech
Italy.

 

·    Pursuant to certain irrevocable sale and purchase, settlement and
acquisition arrangements between TAG or RegTech Italy (as applicable) and
independent third-parties, which take effect conditional on Admission and
utilise £1.00 per Ordinary Share as a purchase/reference price
("Purchase/Reference Price"), 35% of the issued share capital (being
20,997,000 Ordinary Shares) shall be in "public hands" on Admission.

 

·    The Company will have a market capitalisation of £60 million on
Admission based on the Purchase/Reference Price.

 

·    It is expected that Admission will become effective, and that
unconditional dealings in the Ordinary Shares on the Main Market of the London
Stock Exchange will commence, at 8.00 a.m. on 25 August 2023.

 

·    A copy of the Prospectus has been submitted to the FCA's National
Storage Mechanism and will shortly be available for inspection at be available
for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and
made available on the Company's website at https://regtechopenproject.co.uk/.

 

·    The Company's LEI is 21380067ZMA5LECFSL38, ISIN is GB00BS3BDY00 and
SEDOL code is BS3BDY0.

 

·    The Company is incorporated in England and Wales under the Companies
Act 2006 (as amended) with company number 14721885.

 

About RTOP:

 

RTOP is a technology business specialised in regtech that has developed the
award-winning Orbit Open Platform, which helps its customers navigate an
increasingly complex regulatory landscape, maintain a secure and stable
operating environment, whilst improving compliance with applicable regulations
and standards, and reducing the risk of business disruptions.

 

The Orbit Open Platform is a cloud-based software-as-a-service solution that
offers a suite of modules and features enabling businesses to achieve OR more
efficiently and effectively. By leveraging the cloud, the Orbit Open Platform
is able to offer flexibility, scalability, and easy access for businesses of
all sizes, sectors and geographies.

 

RTOP has designed and built the Orbit Open Platform with user-experience in
mind, such that the dashboard interfaces and report-based outputs are
customised to the requirements of, and may be integrated with, third-party
software adopted by its respective customers, the majority of which rely on
the Orbit Open Platform to model their business risk assessments, develop
strategies for business continuity, plan and implement OR exercises, and to
manage real-world incidents and crises.

 

RTOP currently has over 1,000 daily users from 19 customers of the Orbit Open
Platform principally in the financial services sector, including four
significant Italian-headquartered banks, and other sectors (including,
insurance, manufacturing, public administration and telecommunications) across
three key geographies (Europe, the Middle East and South America).

 

RTOP's strategy:

 

RTOP will seek to achieve value creation and growth post-Admission by:

 

·    extending the offering of the Orbit Open Platform to other
jurisdictions, in particular, the UK, US and - by commencing RegTech China's
trading activities and operations - the PRC and APAC;

 

·    deploying the Orbit Open Platform service model via additional major
cloud marketplaces (including Amazon Web Services, Google Cloud and Alibaba)
from early 2024 to scale the business rapidly;

 

·    making strategic investments in sales and marketing operations,
including automation, digital marketing and an international direct sales
team;

 

·    leveraging research and development activities on new technologies
for process optimisation;

 

·    establishing strategic partnerships (in particular with banks,
insurance and professional services firms), thereby unlocking new sales
channels in order to boost RTOP's customer base; and

 

·    making targeted opportunistic acquisitions to augment the Orbit Open
Platform offering, in particular "Third-party Risk" and "ICT & Cyber Risk"
modules, in order to provide customers with a more comprehensive OR framework,
and to enable them to better manage and respond to operational disruptions,
ensuring continuity of business operations and minimise potential negative
impacts.

 

RTOP expects to provide a detailed update on its 2023 trading and operational
progress in January 2024.

 

Ian Halliday-Pegg, CEO of RTOP, said:

 

"Today marks an exciting and significant milestone in RTOP's development. By
Direct Listing on the Main Market of the London Stock Exchange, we will have
the platform and access to capital required to drive our ambitious growth
strategy as we target the global regtech market, the data resilience, business
continuity and operational risk segments of which are expected to generate an
aggregate revenue of over US$40 billion by 2026.

 

"Since RTOP's inception in 2017, our business has been operating in "stealth
mode" during which time we have refined our technology and built a global
client base complemented by an enviable set of commercial partnerships.
Through our proprietary Orbit Open Platform, we are well-positioned to
capitalise on the increasing demand for regtech services, providing customers
with a proven operational resilience and business continuity solutions to
manage and overcome internal risk and compliance concerns."

 

Albert Ganyushin, Independent Non-Executive Chair of RTOP, said:

 

"Companies across the world have become acutely aware of the essential need
for operational resilience and business continuity systems, particularly over
the past few years. As global operating environments become more complex and
uncertain, RTOP's unique service offering provides the technology solution
which can enable clients to outperform through efficient management of
business disruption and the ability to turn periods of volatility into
opportunity.

 

"With issues such as cyber security rising up board agendas, accelerated by
recent examples of multinational businesses discovering their operational
resilience and business continuity processes are inadequate, now is the right
time for RTOP to embark on the next stage of its growth journey by Direct
Listing on the Main Market of the London Stock Exchange."

 

- Ends -

 

Enquiries:

 

 RegTech Open Project plc

 Ian Halliday-Pegg, CEO              c/o Instinctif Partners

 Instinctif Partners (Financial PR)  regtech@instinctif.com

 Victoria Hayns                      +44 (0)77 7441 1596

Guy Scarborough
+44 (0)79 1717 8920

 Bryn Woodward                       +44 (0)75 0002 7181

 

Orrick, Herrington & Sutcliffe (UK) LLP is acting as legal adviser to
RTOP.

 

Important legal Information

 

The information contained in this Announcement is for background purposes only
and does not purport to be full or complete, nor does this Announcement
constitute or form part of any invitation or inducement to engage in
investment activity. No reliance may be placed by any person for any purpose
on the information contained in this Announcement or its accuracy, fairness or
completeness. The contents of this Announcement are not to be construed as
legal, financial or tax advice.

 

The securities mentioned in this Announcement have not been, and will not be,
registered under the United States Securities Act of 1933, as amended (the
"Securities Act").

 

The securities referred to in this Announcement may not be offered or sold in
the United States except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act. There
will be no public offer of securities in the United States or in any other
jurisdiction, including, but not limited to, Australia, Canada, Japan,
Singapore and the Republic of South Africa.

 

This Announcement does not constitute or form part of any offer or invitation
to sell or issue, or any solicitation of any offer to purchase or subscribe
for, any Ordinary Shares, or any other securities, nor shall it (or any part
of it), or the fact of its distribution, form the basis of, or be relied on in
connection with, any contract therefor.

 

This Announcement may include forward-looking statements, which are based on
current expectations and projections about future events. These statements may
include, without limitation, any statements preceded by, followed by or
including words such as "target", "believe", "expect", "aim", "intend", "may",
"anticipate", "estimate", "plan", "project", "will", "can have", "likely",
"should", "would", "could" and any other words and terms of similar meaning or
the negative thereof. These forward-looking statements are subject to risks,
uncertainties and assumptions about RTOP. In light of these risks,
uncertainties and assumptions, the events in the forward-looking statements
may not occur. Past performance cannot be relied upon as a guide to future
performance and should not be taken as a representation that trends or
activities underlying past performance will continue in the future. No
representation or warranty is made or will be made that any forward-looking
statement will come to pass. The forward-looking statements in this
Announcement speak only as at the date of this Announcement. Certain
forward-looking statements in this Announcement (including in the quotes) are
supported by third-party sources, details of which are specified in the
Prospectus. RTOP confirms that all third-party information contained in this
Announcement has been accurately reproduced and, so far as RTOP is aware and
able to ascertain from information published by that third-party, no facts
have been omitted that would render the reproduced information inaccurate or
misleading. However, while the directors of RTOP believe the third-party
information included in this Announcement to be reliable, RTOP has not
independently verified such third-party information.

 

The information in this Announcement is subject to change. Persons viewing
this Announcement should ensure that they fully understand and accept the
risks which will be set out in the Prospectus.

 

Persons considering making investments should consult an authorised person
specialising in advising on such investments.

 

Each of RTOP and its respective affiliates as defined under Rule 501(b) of
Regulation D of the Securities Act, expressly disclaims any obligation or
undertaking to update, review or revise any forward-looking statements
contained in this Announcement and disclaims any obligation to update its view
of any risks or uncertainties described in this Announcement or to publicly
announce the results of any revisions to the forward-looking statements made
in this Announcement, whether as a result of new information, future
developments or otherwise, except as required by law.

 

Neither the contents of RTOP's websites nor or any websites accessible by
hyperlinks on RTOP's websites are incorporated by reference into, and do not
form part of, this Announcement.

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