REG - Bidstack Group PLC - Results of Placing and Subscription

BidstackAnnouncement

06/10/2022 08:15

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RNS Number : 0106C  Bidstack Group PLC  06 October 2022

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, CANADA, JAPAN, NEW
ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF REGULATION
(EU) 596/2014 AS IT FORMS PART OF DOMESTIC LAW IN THE UNITED KINGDOM BY
VIRTUE OF THE EU (WITHDRAWAL) ACT 2018.

6 October 2022

Bidstack Group PLC

("Bidstack" or the "Company")

Results of Placing and Subscription

Bidstack Group plc (AIM: BIDS), the in-game advertising and video game
monetisation platform, is pleased to announce the results of an equity
fundraise consisting of a conditional placing (the "Placing") and a
subscription by Irdeto B.V. (the "Subscription") announced on 5 October 2022.

The Placing accounts for a total of 175,438,596 new ordinary shares
(comprising EIS/VCT Placing Shares and General Placing Shares) of £0.005 each
in the capital of the Company (the "Placing Shares") that were placed by
Stifel Nicolaus Europe Limited, acting as the sole bookrunner in connection
with the Placing, with institutional and other investors at a price of 2.85
pence per Placing Share (the "Placing Price").  There was also a total of
175,438,596 Subscription Shares that were subscribed for by Irdeto in cash at
the Placing Price, raising gross proceeds of £10 million.

The Placing Shares and the Subscription Shares will, when issued, represent,
in aggregate, circa 38 per cent. of Bidstack's issued ordinary share capital
immediately prior to the Placing and Subscription.

The Placing Price of 2.85 pence per Placing Share represents a nil discount to
the closing middle market price of 2.85 pence per Ordinary Share on 05 October
2022, being the last practicable dealing date prior to the date of this
announcement, and a 4 per cent. premium to the 10 day volume weighted average
price of 2.73 pence per Ordinary Share up to and including 05 October 2022.

The Placing Shares and the Subscription Shares will, when issued, be subject
to the Company's articles of association. They will be credited as fully paid
and will rank pari passu in all respects with the existing Ordinary Shares in
issue, including the right to receive all future dividends and distributions
declared, made or paid on or in respect of such Ordinary Shares by reference
to a record date falling after their date of issue.

A further announcement will be made after market close today announcing the
result of the REX Retail Offer.

Related Party Transaction

 

As Canaccord Genuity ("Canaccord") holds 10.64 per cent. of the Existing
Ordinary Shares, Canaccord is a related party of the Company pursuant to the
AIM Rules. Consequently, the participation of Canaccord in the Placing
constitutes a related party transaction for the purposes of AIM Rule 13. The
directors of the Company consider, having consulted with SPARK, the Company's
nominated adviser, that the terms of Canaccord's subscription for Placing
Shares are fair and reasonable in so far as Shareholders are concerned.

 

Application for admission to trading

 

Subject to the approval by Shareholders of the Resolutions at the General
Meeting, application will be made to the London Stock Exchange for admission
of the EIS/VCT Placing Shares and the General Placing Shares to trading on
AIM.

 

It is expected that EIS/VCT Admission will occur at 8.00 a.m. on 27 October
2022 (or such later time or date as Stifel and SPARK may agree with the
Company, being no later than 8.00 a.m. on the Long Stop Date) and that
dealings in the EIS/VCT Placing Shares will commence at that time.

 

It is expected that General Admission will occur at 8.00 a.m. on 28 October
2022 (or such later time or date as Stifel and SPARK may agree with the
Company, being no later than 8.00 a.m. on the Long Stop Date) and that
dealings in the General Placing Shares will commence at that time.

 

Posting of Circular and Notice of General Meeting

The issue of the New Ordinary Shares is conditional, inter alia, on the
passing by Shareholders of certain resolutions at a General Meeting of the
Company, which is to be held at 11:00 a.m. on 25 October 2022 at Plexal
Here East, 14 East Bay Lane, London, United Kingdom, E15 2GW. The notice
convening the General Meeting will be set out in the Circular expected to be
sent to Shareholders tomorrow together with a form of proxy for the General
Meeting. The Circular will be available on the Company's website
at https://www.bidstack.com/.

 

Capitalised terms used but not defined in this announcement have the same
meanings as set out in the placing announcement of the Company released at
4:35 p.m. (BST) on 5 October 2022.

Contacts

 Bidstack Group Plc

 James Draper, CEO                                            via Buchanan
 Stifel Nicolaus Europe Limited (Sole Bookrunner and Broker)

 Fred Walsh / Tom Marsh / Anthony Yamson                      +44 (0) 20 7710 7600

 SPARK Advisory Partners Limited (Nomad)                      +44 (0) 203 368 3550

 Mark Brady / Neil Baldwin / James Keeshan
 Buchanan Communications Limited

 Chris Lane / Stephanie Whitmore / Kim van Beeck              +44 (0) 20 7466 5000

 bidstack@buchanan.uk.com

IMPORTANT NOTICE

Neither this Announcement, nor any copy of it, may be taken or transmitted,
published or distributed, directly or indirectly, in or into the United
States, Australia, Canada, Japan, or the Republic of South Africa or to any
persons in any of those jurisdictions or any other jurisdiction where to do so
would constitute a violation of the relevant securities laws of such
jurisdiction. This Announcement is for information purposes only and does not
constitute an offer to sell or issue, or the solicitation of an offer to buy,
acquire or subscribe for any shares in the capital of the Company in the
United States, Australia, Canada, Japan or the Republic of South Africa or any
other state or jurisdiction in which such offer or solicitation is not
authorised or to any person to whom it is unlawful to make such offer or
solicitation. Any failure to comply with these restrictions may constitute a
violation of securities laws of such jurisdictions.

The Placing Shares and the Subscription Shares have not been, and will not be,
registered under the US Securities Act of 1933, as amended (the "US Securities
Act"), or under any securities laws of any state or other jurisdiction of the
United States and may not be offered, sold, resold, transferred or delivered,
directly or indirectly, in or into the United States except pursuant to an
applicable exemption from the registration requirements of the US Securities
Act and in compliance with the securities laws of any state or other
jurisdiction of the United States. There is no intention to register any
portion of the Placing or the Subscription in the United States or to conduct
any public offering of securities in the United States or elsewhere.

Notice to all investors

Stifel Nicolaus Europe Limited ("Stifel") is authorised and regulated in the
United Kingdom by the FCA.  Stifel is acting exclusively as sole broker and
bookrunner to the Company in connection with the Placing and will not regard
any other person (whether or not a recipient of this Announcement) as a client
in relation to the Placing and will not be responsible to anyone other than
the Company for providing the protections afforded to their respective clients
or for providing advice in relation to the Placing or any transaction, matter
or arrangement described in this announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed
upon Stifel by the Financial Services and Markets Act 2000, as amended
("FSMA") or the regulatory regime established thereunder, neither Stifel nor
any of its affiliates, directors, officers, employees, agents or advisers
accepts any responsibility whatsoever, and no representation or warranty,
express or implied, is made or purported to be made by any of them, or on
their behalf, for or in respect of the contents of this Announcement,
including its accuracy, completeness, verification or sufficiency, or
concerning any other document or statement made or purported to be made by it,
or on its behalf, in connection with the Company, the Placing Shares, the
Placing and the Subscription, and nothing in this announcement is, or shall be
relied upon as, a warranty or representation in this respect, whether as to
the past or future. Each of Stifel and its affiliates, directors, officers,
employees, agents and advisers disclaim, to the fullest extent permitted by
law, all and any liability whether arising in tort, contract or otherwise
which they might otherwise be found to have in respect of this announcement or
any such statement.

No person has been authorised to give any information or to make any
representations other than those contained in this Announcement and, if given
or made, such information or representations must not be relied on as having
been authorised by the Company or Stifel. Subject to the AIM Rules, the
Prospectus Regulation Rules and the Disclosure Guidance and Transparency Rules
of the FCA, the issue of this Announcement shall not, in any circumstances,
create any implication that there has been no change in the affairs of the
Company since the date of this Announcement or that the information in it is
correct as at any subsequent date.

Information to Distributors

Solely for the purposes of Article 9(8) of Commission Delegated Directive
2017/593 (the "Delegated Directive") regarding the responsibilities of
manufacturers under 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 Placing Shares have
been subject to a product approval process, which has determined that such
Placing Shares are: (i) compatible with the target market for the Placing 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 eligible distribution channels for dissemination
of the Placing Shares, each as set out in this Announcement, as are permitted
by MiFID II (the "Target Market Assessment").

Notwithstanding the Target Market Assessment, distributors should note that:
the price of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed income and no
capital protection; and an investment in the Placing 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 Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling restrictions in
relation to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, the Joint Bookrunners will only procure investors
who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the 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
Placing Shares.

Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.

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