REG - CAP-XX Limited - Result of Retail Offer, Notice of GM and TVR

CAP-XXAnnouncement

05/11/2024 07:00

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RNS Number : 8884K  CAP-XX Limited  05 November 2024

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
EU REGULATION 596/2014 WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR").  UPON THE PUBLICATION OF
THIS ANNOUNCEMENT THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE WITHIN THE
PUBLIC DOMAIN.

 

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.

 

5 November 2024

 

CAP-XX Limited

("CAP-XX" or the "Company")

 

Result of Retail Offer

 

Notice of General Meeting and posting of Circular

 

Total Voting Rights

 

CAP-XX Limited (AIM: CPX), a world leader in the design and manufacture of
thin, prismatic supercapacitors and energy management systems, is pleased to
confirm, further to the announcement made on 31 October 2024, the completion
of its Retail Offer at the Issue Price of 0.11 pence per share, which was
over-subscribed. The Company announces that it has raised gross proceeds of
£0.275 million pursuant to the Retail Offer, alongside the previously
announced Placing and Subscription. Accordingly, the Company will issue a
total of 250,000,000 Retail Offer Shares at the Issue Price pursuant to the
Retail Offer.

 

In total, the Placing and the Retail Offer have raised gross proceeds of
approximately £2.775 million for the Company. Consequently, a total of
2,522,727,200 New Ordinary Shares will be issued in connection with the
Placing and the Retail Offer. In addition, should the Subscription proceed as
anticipated, the Company will raise a further £0.25 million (before
expenses), resulting in a total fundraise of approximately £3.025 million
(before expenses).

 

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 6 November 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. AEDT, 6.00 a.m.
London time on 5 December 2024.

 

The second tranche of the Placing, the Retail Offer and the Subscription are
conditional, inter alia, on the passing of a resolution by Shareholders at the
General Meeting.

 

Should the resolution to approve the issue of the Second Placing Shares,
Subscription Shares and Retail Offer Shares not be passed at the General
Meeting, the second tranche of the Placing, the Subscription and the Retail
Offer will not proceed.

Admission and Total Voting Rights

Application will be made for the Second Placing Shares and the Retail Offer
Shares to be admitted to trading on AIM ("Second Admission") and the date on
which Second Admission is expected to become effective is on or around 9
December 2024.

Following Second Admission, the Company's issued ordinary share capital will
consist of 5,515,953,637 Ordinary Shares with one voting right each. The
Company does not hold any Ordinary Shares in treasury. Therefore, from Second
Admission the total number of Ordinary Shares and voting rights in the Company
will be 5,515,953,637. With effect from Second Admission, this figure may be
used by Shareholders in the Company 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.

Terms used but not defined in this announcement have the same meaning as set
out in the Company's announcement released on 31 October 2024.

 

 

For further information contact:

 

 CAP-XX Limited                                               +61 (0) 2 9428 0139

 Patrick Elliott (Non-Executive Chairman)

 Lars Stegmann (CEO)

 Allenby Capital (Nominated Adviser and Sole Bookrunner)      +44 (0) 20 3328 5656

 David Hart / Piers Shimwell (Corporate Finance)

 Tony Quirke / Jos Pinnington (Sales and Corporate Broking)

 RetailBook

 Kit Atkinson / Michael Ward

                                                              info@retailbook.com

 

More information is available at www.cap-xx.com

 

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 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 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 Retail Offer Shares is being made in the United States. The
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. 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 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.

 

RetailBook is a proprietary technology platform owned and operated by Retail
Book Limited (registered address at 10 Queen Street Place, London EC4R 1AG;
FRN 994238). Retail Book Limited ("RetailBook") 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 RetailBook 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 RetailBook 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 RetailBook 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 RetailBook 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. RetailBook 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 Retail Offer Shares to be issued or sold pursuant to the Retail Offer will
not be admitted to trading on any stock exchange other than the London Stock
Exchange.

 

It is further noted that the 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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