REG - CAP-XX Limited - Result of Placing and Notice of General Meeting
22/03/2024 07:00
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RNS Number : 8738H CAP-XX Limited 22 March 2024
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, NEW
ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR IN OR INTO ANY OTHER
JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION,
RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE
ACQUIRE OR DISPOSE OF ANY SECURITIES OF CAP-XX LIMITED IN ANY JURISDICTION
WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.
UNLESS OTHERWISE DEFINED HEREIN, CAPITALISED TERMS IN THIS ANNOUNCEMENT (THE
"ANNOUNCEMENT") SHALL HAVE THE MEANINGS GIVEN TO THEM IN THE LAUNCH
ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (596/2014/EU) AS IT FORMS PART OF UK DOMESTIC LAW
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"). IN ADDITION,
MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE
MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS
BECAME AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY MAR. UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO
BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN
POSSESSION OF INSIDE INFORMATION.
22 March 2024
CAP-XX Limited
("CAP-XX" or the "Company")
Result of Placing and Subscription
Notice of General Meeting and posting of Circular
CAP-XX Limited (AIM: CPX), a world leader in the design and manufacture of
supercapacitors and energy management systems, is pleased to announce that,
further to the announcement made on 21 March 2024 (the "Launch Announcement"),
the Company has conditionally raised £2.0 million (before expenses) pursuant
to the Placing of 2,000,000,000 new Ordinary Shares ("Placing Shares") at the
Issue Price of 0.1 pence per Ordinary Share. Allenby Capital Limited acted as
Sole Bookrunner in connection with the Placing, which was conducted by way of
an accelerated book build process.
In addition, Patrick Elliott, Lars Stegmann and Steen Feldskov have subscribed
for a total of 35,000,000 new Ordinary Shares at the Issue Price pursuant to
the Subscription, conditionally raising in aggregate £35,000.
The FCA notifications, made in accordance with the requirements of the UK
Market Abuse Regulation, are appended further below.
The Retail Offer through the REX platform is expected to remain open until
3.00 p.m. today. Thereafter, a further announcement will be made in due course
in relation to the result of the Retail Offer.
Notice of General Meeting and posting of Circular
The Circular, which contains the Notice of General Meeting in respect of the
Fundraise, is expected to be posted to Shareholders on 25 March 2024 and will
also be available on the Company's website www.cap-xx.com
(http://www.cap-xx.com) .
The General Meeting will be held at the offices of CAP-XX Limited at Unit
1/13A Stanton Road, Seven Hills, Australia at 5.00 p.m. AEST on 23 April 2024.
Admission
103,854,880 Placing Shares (the "First Placing Shares") will be issued under
the Company's existing authorities. Application will be made for the First
Placing Shares to be admitted to trading on AIM and it is expected that First
Admission, and commencement of dealings, will take place at 8.00 a.m. on 28
March 2024. The allotment and issue of the First Placing Shares will not be
conditional upon the passing of the Resolution or the allotment and issue of
the Second Placing Shares.
Application will be made for 1,896,145,120 Placing Shares (the "Second Placing
Shares") and 35,000,000 Subscription Shares to be admitted to trading on AIM.
Subject to, inter alia, the passing of the Resolution, it is expected that
Second Admission, and commencement of dealings, will take place at 8.00 a.m.
on 25 April 2024. The Second Placing is conditional upon, among other things,
the passing of the Resolution, Second Admission becoming effective and the
Placing Agreement not being terminated in accordance with its terms.
The Placing Shares and the Subscription Shares, when issued, will be credited
as fully paid and will rank pari passu in all respects with the Company's
existing Ordinary Shares, including the right to receive dividends and other
distributions declared on or after the date of issue.
Total Voting Rights
Following First Admission, the Company's issued and fully paid share capital
will consist of 824,043,207 Ordinary Shares, all of which carry one voting
right per share. The Company does not hold any Ordinary Shares in treasury.
Therefore, the total number of ordinary shares and voting rights in the
Company will be 824,043,207. This figure may be used by Shareholders as the
denominator for the calculations by which they will determine if they are
required to notify their interest in, or a change to their interest in, the
Company under the FCA's Disclosure Guidance and Transparency Rules.
A further announcement will be made in relation to total voting rights in the
Company's share capital following the issue of the Second Placing Shares, the
Subscription Shares and the Retail Offer Shares.
For further information contact:
CAP-XX Limited +61 (2) 9157 0000
Pat Elliott (Chairman)
Lars Stegmann (Chief Executive Officer)
Allenby Capital (Nominated Adviser and Sole Bookrunner) +44 (0) 20 3328 5656
David Hart / Piers Shimwell (Corporate Finance)
Tony Quirke / Stefano Aquilino (Sales and Corporate Broking)
Kreab (Financial PR) +44 (0) 20 7074 1800
Robert Speed
More information is available at www.cap-xx.com
IMPORTANT NOTICES
The content of this announcement 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 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 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 Placing Shares or the Subscription Shares
is being made in the United States. The Placing Shares and the Subscription
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 the Placing Shares or the
Subscription 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.
Allenby Capital Limited ("Allenby Capital"), which is authorised and regulated
by the Financial Conduct Authority in the United Kingdom, is acting as
Nominated Adviser and Sole Bookrunner to the Company in connection with the
Placing. Allenby Capital will not be responsible to any person other than the
Company for providing the protections afforded to clients of Allenby Capital
or for providing advice to any other person in connection with the Placing and
Subscription. Allenby Capital has not authorised the contents of, or any part
of, this announcement, and no liability whatsoever is accepted by Allenby
Capital for the accuracy of any information or opinions contained in this
announcement or for the omission of any material information.
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 Allenby Capital 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 or
regulation.
None of Allenby Capital 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. Allenby Capital 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 Placing Shares and the Subscription Shares will not be admitted to trading
on any stock exchange other than the AIM market of the London Stock Exchange.
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 Lars Stegmann
2 Reason for the notification
a) Position/status Chief Executive Officer
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name CAP-XX Limited
b) LEI 213800HECUSIYXH3WN26
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 no par value
Identification code
AU0000XINAS1
b) Nature of the transaction Conditional subscription of ordinary shares
c) Price(s) and volume(s) Price(s) Volume(s)
0.1p 8,500,000
d) Aggregated information n/a
- Aggregated volume
- Price
e) Date of the transaction 21 March 2024 expected to be completed on 25 April 2024
f) Place of the transaction London Stock Exchange, XLON
2
Reason for the notification
a)
Position/status
Chief Executive Officer
b)
Initial notification /Amendment
Initial notification
3
Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a)
Name
CAP-XX Limited
b)
LEI
213800HECUSIYXH3WN26
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
Identification code
Ordinary Shares of no par value
AU0000XINAS1
b)
Nature of the transaction
Conditional subscription of ordinary shares
c)
Price(s) and volume(s)
Price(s) Volume(s)
0.1p 8,500,000
d)
Aggregated information
- Aggregated volume
- Price
n/a
e)
Date of the transaction
21 March 2024 expected to be completed on 25 April 2024
f)
Place of the transaction
London Stock Exchange, XLON
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Patrick Elliott
2 Reason for the notification
a) Position/status Chairman
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name CAP-XX Limited
b) LEI 213800HECUSIYXH3WN26
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 no par value
Identification code
AU0000XINAS1
b) Nature of the transaction Conditional subscription of ordinary shares
c) Price(s) and volume(s) Price(s) Volume(s)
0.1p 21,500,000
d) Aggregated information n/a
- Aggregated volume
- Price
e) Date of the transaction 21 March 2024 expected to be completed on 25 April 2024
f) Place of the transaction London Stock Exchange, XLON
2
Reason for the notification
a)
Position/status
Chairman
b)
Initial notification /Amendment
Initial notification
3
Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a)
Name
CAP-XX Limited
b)
LEI
213800HECUSIYXH3WN26
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
Identification code
Ordinary Shares of no par value
AU0000XINAS1
b)
Nature of the transaction
Conditional subscription of ordinary shares
c)
Price(s) and volume(s)
Price(s) Volume(s)
0.1p 21,500,000
d)
Aggregated information
- Aggregated volume
- Price
n/a
e)
Date of the transaction
21 March 2024 expected to be completed on 25 April 2024
f)
Place of the transaction
London Stock Exchange, XLON
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Steen Feldskov
2 Reason for the notification
a) Position/status Non-Executive Director
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name CAP-XX Limited
b) LEI 213800HECUSIYXH3WN26
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 no par value
Identification code
AU0000XINAS1
b) Nature of the transaction Conditional subscription of ordinary shares
c) Price(s) and volume(s) Price(s) Volume(s)
0.1p 5,000,000
d) Aggregated information n/a
- Aggregated volume
- Price
e) Date of the transaction 21 March 2024 expected to be completed on 25 April 2024
f) Place of the transaction London Stock Exchange, XLON
2
Reason for the notification
a)
Position/status
Non-Executive Director
b)
Initial notification /Amendment
Initial notification
3
Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a)
Name
CAP-XX Limited
b)
LEI
213800HECUSIYXH3WN26
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
Identification code
Ordinary Shares of no par value
AU0000XINAS1
b)
Nature of the transaction
Conditional subscription of ordinary shares
c)
Price(s) and volume(s)
Price(s) Volume(s)
0.1p 5,000,000
d)
Aggregated information
- Aggregated volume
- Price
n/a
e)
Date of the transaction
21 March 2024 expected to be completed on 25 April 2024
f)
Place of the transaction
London Stock Exchange, XLON
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