REG - Bidstack Group PLC - REX Retail Offer

BidstackAnnouncement

05/10/2022 16:45

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RNS Number : 9297B  Bidstack Group PLC  05 October 2022

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA, NEW ZEALAND,
CANADA, SOUTH AFRICA OR JAPAN, OR ANY MEMBER STATE OF THE EEA, OR ANY OTHER
JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE
A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE
IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

 

THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR MATERIALS
RELATING TO THE REX RETAIL OFFER AS A FINANCIAL PROMOTION IS ONLY BEING MADE
TO, AND MAY ONLY BE ACTED UPON BY, THOSE PERSONS IN THE UNITED KINGDOM FALLING
WITHIN ARTICLE 43 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMENDED (WHICH INCLUDES AN EXISTING MEMBER OF
BIDSTACK GROUP PLC).  ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND WILL BE ENGAGED IN
ONLY WITH SUCH PERSONS. THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY,
AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR
ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY
SECURITIES OF BIDSTACK GROUP PLC.

 

 

05 October 2022

 

Bidstack Group plc

 

REX Retail Offer

 

Bidstack Group plc (the "Company") is pleased to announce a retail offer via
REX (the "REX Retail Offer") of ordinary shares ("Ordinary Shares") of £0.005
each in the capital of the Company (the "REX Retail Offer Shares").

 

In addition to the REX Retail Offer, the Company is also conducting a
subscription for new Ordinary Shares (the "Subscription Shares") by Irdeto
B.V. (the "Subscription") and a placing of new Ordinary Shares (the "Placing
Shares" and together with the REX Retail Offer Shares and the Subscription
Shares, the "New Ordinary Shares") by way of an accelerated bookbuild process
(the "Placing"). The price of the Subscription Shares and the Placing Shares
is 2.85 pence (the "Placing Price"). The price of the REX Retail Offer Shares
is equal to the Placing Price.

 

A separate announcement has been made regarding the Subscription and Placing.
For the avoidance of doubt, the REX Retail Offer is not part of the Placing.

 

The REX Retail Offer, the Subscription and the Placing are conditional on:

 

·    the approval by the shareholders of the Company of resolutions
granting authority for the directors of the Company to issue the New Ordinary
Shares at a general meeting of the Company to be held at 11:00 a.m. on 25
October 2022 at Plexal Here East, 14 East Bay Lane, London, E15 2GW; and

 

·    the New Ordinary Shares being admitted to trading on the AIM market
of the London Stock Exchange plc ("Admission").

 

Admission of the New Ordinary Shares to be issued under the REX Retail Offer
is expected to take place at 8:00 a.m. on 28 October 2022. Completion of the
REX Retail Offer is conditional, inter alia, upon the completion of the
Placing.

 

REX Retail Offer

 

The Company values its retail shareholder base and believes that it is
appropriate to provide its existing retail shareholders in the United Kingdom
the opportunity to participate in the REX Retail Offer.

 

Therefore the Company is making the REX Retail Offer open to eligible
investors in the United Kingdom following release of this announcement through
the financial intermediaries listed below.

 

Existing shareholders can contact their broker or wealth manager to
participate in the REX Retail Offer. The following Intermediaries have already
confirmed their participation in the offer:

 

·    AJ Bell Securities Ltd

·    Hargreaves Lansdown Asset Management Limited

·    Interactive Investor Services Limited

·    Jarvis Investment Management Ltd.

 

The REX Retail Offer is expected to close by 4:00p.m. on 6 October 2022.
Eligible shareholders should note that financial intermediaries may have
earlier closing times. The result of the REX Retail Offer will be announced as
soon as practicable after the close of the REX Retail Offer.

 

Retail brokers wishing to participate in the REX Retail Offer on behalf of
existing retail shareholders, should contact info@rexretail.com.

 

To be eligible to participate in the REX Retail Offer, applicants must be a
customer of a participating intermediary (eg, one of the intermediaries listed
above) and, as at the date hereof or will be, prior to placing an order for
REX Retail Offer Shares, shareholders in the Company which may include
individuals aged 18 years or over, companies and other bodies corporate,
partnerships, trusts, associations and other unincorporated organisations.

 

There is a minimum subscription of £50 per investor. The terms and conditions
on which investors subscribe will be provided by the relevant financial
intermediaries including relevant commission or fee charges.

 

The Company reserves the right to scale back any order under the REX Retail
Offer at its discretion. The Company reserves the right to reject any
application for subscription under the REX Retail Offer without giving any
reason for such rejection.

 

It is vital to note that once an application for REX Retail Offer Shares has
been made and accepted via an intermediary, it cannot be withdrawn.

 

The New Ordinary Shares will, when issued, be credited as fully paid and will
rank pari passu in all respects with existing Ordinary Shares including the
right to receive all dividends and other distributions declared, made or paid
after their date of issue.

 

It is a term of the REX Retail Offer that the total value of the REX Retail
Offer Shares available for subscription at the Placing Price does not exceed
the Sterling equivalent of €8 million.

 

The REX Retail Offer is offered in the United Kingdom under the exemption from
the requirement to publish a prospectus in section 86(1)(e) of FSMA. As such,
there is no need for publication of a prospectus pursuant to the Prospectus
Regulation Rules of the Financial Conduct Authority, or for approval of the
same by the Financial Conduct Authority. The REX Retail Offer is not being
made into any jurisdiction other than the United Kingdom.

 

No offering document, prospectus or admission document has been or will be
prepared or submitted to be approved by the Financial Conduct Authority (or
any other authority) in relation to the REX Retail Offer, and investors'
commitments will be made solely on the basis of the information contained in
this announcement and information that has been published by or on behalf of
the Company prior to the date of this announcement by notification to a
Regulatory Information Service in accordance with the Financial Conduct
Authority's Disclosure Guidance and Transparency Rules, the Market Abuse
Regulation (EU Regulation No. 596/2014) ("MAR") and MAR as it forms part of
United Kingdom law by virtue of the European Union (Withdrawal) Act 2018 (as
amended).

 

Investors should make their own investigations into the merits of an
investment in the Company. Nothing in this announcement amounts to a
recommendation to invest in the Company or amounts to investment, taxation or
legal advice.

 

It should be noted that a subscription for REX Retail Offer Shares and
investment in the Company carries a number of risks. Investors should take
independent advice from a person experienced in advising on investment in
securities such as the REX Retail Offer Shares if they are in any doubt.

 

An investment in the Company will place capital at risk. The value of
investments, and any income, can go down as well as up, so investors could get
back less than the amount invested.

 

Neither past performance nor any forecasts should be considered a reliable
indicator of future results.

 

For Further Information

 

 Bidstack Group plc   contact@bidstackgroup.com (mailto:contact@bidstackgroup.com)

 Plexal Here East

 14 East Bay Lane

 London

 United Kingdom

 E15 2GW

 REX Retail

 Info@rexretail.com

 

Further information on the Company can be found on its website at
https://www.bidstack.com/ (https://www.bidstack.com/)

 

The Company's LEI is 213800Q47UWF61LMRR02

 

This announcement should be read in its entirety. In particular, the
information in the "Important Notices" section of the announcement should be
read and understood.

 

Important Notices

 

The content of this announcement, which has been prepared by and is the sole
responsibility of the Company.

 

This announcement and the information contained herein is not for release,
publication or distribution, directly or indirectly, in whole or in part, in
or into or from the United States (including its territories and possessions,
any state of the United States and the District of Columbia (the "United
States" or "US")), Australia, Canada, New Zealand, Japan, the Republic of
South Africa, any member state of the EEA or any other jurisdiction where to
do so might constitute a violation of the relevant laws or regulations of such
jurisdiction.

 

The REX Retail Offer Shares have not been and will not be registered under the
US Securities Act of 1933, as amended (the "US Securities Act") or under the
applicable state securities laws of the United States and may not be offered
or sold directly or indirectly in or into the United States. No public
offering of the REX Retail Offer Shares is being made in the United States.
The REX Retail Offer Shares are being offered and sold outside the United
States in "offshore transactions", as defined in, and in compliance with,
Regulation S under the US Securities Act ("Regulation S") to non-US persons
(within the meaning of Regulation S). In addition, the Company has not been,
and will not be, registered under the US Investment Company Act of 1940, as
amended.

 

 

This announcement does not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for REX Retail Offer Shares in
the United States, Australia, Canada, New Zealand, Japan, the Republic of
South Africa, any member state of the EEA or any other jurisdiction in which
such offer or solicitation is or may be unlawful. No public offer of the
securities referred to herein is being made in any such jurisdiction.

 

This announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America.  This announcement is
not an offer of securities for sale into the United States.  The securities
referred to herein have not been and will not be registered under the US
Securities Act, and may not be offered or sold in the United States, except
pursuant to an applicable exemption from registration.  No public offering of
securities is being made in the United States.

 

The distribution of this announcement may be restricted by law in certain
jurisdictions and persons into whose possession any document or other
information referred to herein comes should inform themselves about and
observe any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.

 

REX is a proprietary technology platform owned and operated by Peel Hunt LLP
(registered address at 7th Floor, 100 Liverpool Street, London EC2M 2AT; FRN
530083). Peel Hunt LLP ("Peel Hunt") is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively for the
Company and for no-one else and will not regard any other person (whether or
not a recipient of this announcement) as its client in relation to the REX
Retail 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
connection with the REX Retail Offer, Admission and the other arrangements
referred to in this announcement.

 

The value of Ordinary Shares and the income from them is not guaranteed and
can fall as well as rise due to stock market movements. When you sell your
investment, you may get back less than you originally invested. Figures refer
to past performance and past performance is not a reliable indicator of future
results. Returns may increase or decrease as a result of currency
fluctuations.

 

Certain statements in this announcement are forward-looking statements which
are based on the Company's expectations, intentions and projections regarding
its future performance, anticipated events or trends and other matters that
are not historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "intend", "estimate", "expect"
and words of similar meaning, include all matters that are not historical
facts. These forward-looking statements involve risks, assumptions and
uncertainties that could cause the actual results of operations, financial
condition, liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from the
impression created by the forward-looking statements. These statements are not
guarantees of future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking statements.
Given those risks and uncertainties, prospective investors are cautioned not
to place undue reliance on forward-looking statements.

 

These forward-looking statements speak only as at the date of this
announcement and cannot be relied upon as a guide to future performance. The
Company and Peel Hunt expressly disclaim any obligation or undertaking to
update or revise any forward-looking statements contained herein to reflect
actual results or any change in the assumptions, conditions or circumstances
on which any such statements are based unless required to do so by
the Financial Conduct Authority, the London Stock Exchange or applicable law.

 

The information in this announcement is for background purposes only and does
not purport to be full or complete. None of Peel Hunt or any of its
affiliates, accepts any responsibility or liability whatsoever for, or makes
any representation or warranty, express or implied, as to this announcement,
including the truth, accuracy or completeness of the information in this
announcement (or whether any information has been omitted from the
announcement) or any other information relating to the Company or associated
companies, whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available or for any loss howsoever arising from
any use of the announcement or its contents or otherwise arising in connection
therewith. Peel Hunt and its affiliates, accordingly disclaim 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 its contents or
otherwise arising in connection therewith.

 

Any indication in this announcement of the price at which the Ordinary Share
have been bought or sold in the past cannot be relied upon as a guide to
future performance. Persons needing advice should consult an independent
financial adviser. No statement in this announcement is intended to be a
profit forecast and no statement in this announcement should be interpreted to
mean that earnings or target dividend per share of the Company for the current
or future financial years would necessarily match or exceed the historical
published earnings or dividends per share of the Company.

 

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this announcement.
The REX Retail Offer Shares to be issued or sold pursuant to the REX Retail
Offer will not be admitted to trading on any stock exchange other than the
London Stock Exchange.

 

Information to Distributors

 

Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("Directive 2014/65/EU"); (b) Articles 9 and 10 of MiFID II; and (c)
local implementing measures; and/or (d) (where applicable to UK investors or
UK firms) the relevant provisions of the UK statutory instruments implementing
Directive 2014/65/EU and Commission Delegated Directive (EU) 2017/593,
Regulation (EU) No 600/2014 of the European Parliament, as they form part of
UK law by virtue of the European Union (Withdrawal) Act 2018, as amended
(together, the "UK MiFID Laws") (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 REX Retail Offer Shares have been subject to a product approval
process, which has determined that the REX Retail Offer Shares are: (i)
compatible with an end target market of retail investors who do not need a
guaranteed income or capital protection and investors who meet the criteria
of professional clients and eligible counterparties, each as defined
in Directive 2014/65/EU and the UK MiFID Laws (as applicable) (the "Target
Market Assessment").

 

Notwithstanding the Target Market Assessment, distributors should note that:
the price of the REX Retail Offer Shares may decline and investors could lose
all or part of their investment; the REX Retail Offer Shares offer no
guaranteed income and no capital protection; and an investment in the REX
Retail Offer 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 REX Retail Offer.
Furthermore, it is noted that, notwithstanding the Target Market Assessment,
Peel Hunt LLP will only contact prospective applicants for participation in
the REX Retail Offer 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 Directive 2014/65/EU or the UK MiFID Laws; 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 REX Retail Offer Shares. Each
distributor is responsible for undertaking its own target market assessment in
respect of the REX Retail Offer Shares and determining appropriate
distribution channels.

 

It is further noted that the REX Retail Offer is only open to investors in the
United Kingdom who fall within Article 43 of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (which includes
an existing member of the Company).

 

 

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