REG - CAP-XX Limited - RetailBook Offer

CAP-XXAnnouncement

31/10/2024 16:45

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RNS Number : 4757K  CAP-XX Limited  31 October 2024

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 RETAILBOOK 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 CAP-XX
LIMITED).  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
CAP-XX LIMITED.

 

 

31 October 2024

 

CAP-XX Limited

 

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

 

RetailBook Offer

 

·    CAP-XX announces a conditional retail offer of new Ordinary Shares
via RetailBook;

·    The Offer Price for the new Ordinary Shares is 0.11 pence per new
Ordinary Share, representing a discount of 18.5 per cent to the closing
mid-price of the Company's existing Ordinary Shares on 30 October 2024, being
the latest practicable date prior to the publication of this announcement;

·    Applications for new Ordinary Shares can be made from tax efficient
savings vehicles such as ISAs or SIPPs, as well as General Investment Accounts
("GIAs"), through the partners referenced below;

·    The RetailBook Offer is available to existing shareholders only;

·    There is a minimum subscription of £50 per investor in the Retail
Offer;

·    No commission will be charged by RetailBook on applications to the
Retail Offer.

 

 

The RetailBook Offer

 

 

CAP-XX is pleased to announce a conditional retail offer for of new ordinary
shares in the capital of the Company ("Ordinary Shares") via RetailBook (the
"RetailBook Offer") at an Offer Price of 0.11 pence per new Ordinary Share
(the "Offer Price"), being a discount of 18.5 per cent to the closing
mid-price of the Company's existing Ordinary Shares on 30 October 2024, being
the latest practicable date prior to the publication of this announcement.

 

The Company is also conducting a proposed placing (the "Placing") of new
Ordinary Shares to institutional investors by way of an accelerated
bookbuilding process (the "Bookbuild") and certain directors of the Company
have confirmed their intention to subscribe for new Ordinary Shares as
announced by the Company earlier today. For the avoidance of doubt, the
RetailBook Offer is not part of the Placing.

 

The RetailBook Offer is conditional on the admission to trading on AIM, a
market operated by the London Stock Exchange plc, of the new Ordinary Shares
to be issued pursuant to (i) the RetailBook Offer, and (ii) the second tranche
of the Placing ("Second Admission"). Second Admission is subject to the
approval of CAP-XX shareholders and is expected to take place at 08.00 a.m. on
or around 9 December 2024. The RetailBook Offer will not be completed without
the Placing also being completed.

 

Reason for the RetailBook Offer

 

The Company values its retail shareholder base and believes that it is in the
best interests of shareholders as well as wider stakeholders, to provide its
existing retail shareholders in the United Kingdom, the opportunity to
participate in the RetailBook Offer.

 

The Company will use the gross proceeds to be applied towards general working
capital requirements.

 

The RetailBook Offer is open to eligible investors in the United Kingdom
following release of this announcement. The RetailBook Offer is expected to
close at 2.30 p.m. on 4 November 2024 and may close earlier at the discretion
of the Company or if it is oversubscribed.

 

Investors can participate through RetailBook's partner network of investment
platforms, retail brokers and wealth managers, subject to such partners'
participation. Participating partners include:

 

·    AJ Bell;

·    Hargreaves Lansdown; and

·    interactive investor

 

 

Applications for new Ordinary Shares through participating partners can be
made from tax efficient savings vehicles such as ISAs or SIPPs, as well as
GIAs. Investors wishing to apply using their ISA, SIPP or GIA should contact
their investment platform, retail broker or wealth manager for details of
their terms and conditions, process and any relevant fees or charges.

 

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.

 

 

Eligibility for the RetailBook Offer

 

The RetailBook Offer is available to existing shareholders of CAP-XX only. To
be eligible to participate in the RetailBook Offer, applicants must be a
customer of a participating intermediary and, as at the date hereof, must be a
shareholder in the Company.

 

Eligible investors wishing to subscribe for RetailBook Offer Shares should
contact their investment platform, retail broker or wealth manager to confirm
if they are participating in the RetailBook Offer.

 

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. Note, no
commission will be charged to investors by RetailBook in connection with the
Retail Offer.

 

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

 

It is important to note that once an application for RetailBook Offer Shares
has been made and accepted via an intermediary, it cannot be withdrawn.
Investors should also note that the RetailBook Offer will remain open
alongside a live share price and the market price of the shares may be less
than the Offer Price.

 

It is a term of the RetailBook Offer that the aggregate value of the shares
available for subscription at the Offer Price does not exceed £275,000.

 

 

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 RetailBook 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 RetailBook Offer Shares if they are in any doubt.

 

An investment in the Company will place capital at risk. The value of your
investment in the Company and any income from it is not guaranteed and can go
down as well as rise due to stock market and currency movements. When you sell
your investment, you may get back less than the amount originally invested.

 

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

 

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.

 

 

Enquiries

 

 CAP-XX Limited                                               T: +61 (2) 9157 0000

 Pat Elliott (Chairman)

 Lars Stegmann (Chief Executive Officer)

 RetailBook                                                   Info@retailbook.com

 Kit Atkinson / Michael Ward

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

 David Hart / Piers Shimwell (Corporate Finance)

 Tony Quirke / Jos Pinnington (Sales and Corporate Broking)

 

Further information on the Company can be found on its website at
www.cap-xx.com

 

Important Notices

 

This announcement has been prepared by, and is the sole responsibility of, the
Company.

 

The RetailBook 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 RetailBook 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 RetailBook 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).

 

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

 

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 Retail Book 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. However, nothing in this
announcement shall be effective to limit or exclude liability for fraud or
which otherwise, by law or regulation, cannot be so limited or excluded.

 

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 RetailBook Offer Shares to be issued or sold pursuant to the RetailBook
Offer will not be admitted to trading on any stock exchange other than the
London Stock Exchange.

 

It is further noted that the RetailBook 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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