REG - Cerillion PLC - Result of Secondary Share Sale

CerillionAnnouncement

12/06/2025 14:00

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RNS Number : 6390M  Cerillion PLC  12 June 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY JURISDICTION WHERE
TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND THE
INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER TO SELL OR ACQUIRE
SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR IN ANY OTHER
JURISDICTION.

 

AIM: CER

CERILLION PLC

("Cerillion" or the "Company")

RESULT OF SECONDARY SHARE SALE

Further to the announcement made on 11 June 2025, Louis Hall (the "Selling
Shareholder") announces the sale of 3,043,295 ordinary shares ("Placing
Shares") in the share capital of Cerillion at a price of 1500 pence per
Placing Share, which represents approximately 10.3% of Cerillion's issued
share capital (excluding ordinary shares held in treasury) (the "Placing").

The Placing was underpinned by very strong support from existing shareholders,
and certain non-holders, including from the USA, UK and Europe, have joined
the share register. The Placing remained significantly over-subscribed at the
increased transaction size.

This is CEO Louis Hall's first sale of shares since 2017. The sale diversifies
his asset base, broadens the shareholder base and significantly increases
liquidity, supporting the Company's future growth prospects. Following
completion of the Placing, Louis Hall remains the Company's largest
shareholder with a resultant holding of 5,944,414 ordinary shares,
representing 20.1% of Cerillion's issued share capital (excluding ordinary
shares held in treasury).

The Placing, conducted through an accelerated bookbuild, raised aggregate
gross proceeds of £45.6 million. Panmure Liberum Limited ("Panmure Liberum")
acted as sole bookrunner for the Selling Shareholder in connection with the
Placing.

The Selling Shareholder has undertaken not to dispose of any further Ordinary
Shares in Cerillion for a period of 365 days following completion of the
Placing, subject to certain exceptions and waiver by Panmure Liberum ("Lock-in
period"). In addition, the Seller has undertaken to adhere to an orderly
market provision for a further 180 days on conclusion of the Lock-in period.

The trade date for the Placing will be 12 June 2025 and settlement is expected
to occur on 16 June 2025.

Cerillion will not receive any proceeds from the Placing.

Enquiries:

Panmure Liberum

Sole Bookrunner to the Selling Shareholder

Nominated Adviser & Joint Corporate Broker to Cerillion

Bidhi Bhoma, Edward Mansfield, Freddie
Wooding                          +44 20 3100 2000

 

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                                                         Louis Hall
 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                                                         Cerillion plc
 b)            LEI                                                          213800ISIZMUC3P46850
 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 0.5p each ("Ordinary Shares")
               Identification code                                          B00BYYX6C66
 b)            Nature of the transaction                                    Sale of Ordinary Shares
 c)            Price(s) and volume(s)                                       Price(s)  Volume(s)
                                                                            1500p     3,043,295
 d)            Aggregated information:

               ·         Aggregated volume                                  3,043,295

               ·         Price                                              1500p
 e)            Date of the transaction                                      12 June 2025
 f)            Place of the transaction                                     London Stock Exchange, AIM Market (XLON)

d)

Aggregated information:

·         Aggregated volume

·         Price

 

3,043,295

1500p

e)

Date of the transaction

12 June 2025

f)

Place of the transaction

London Stock Exchange, AIM Market (XLON)

 

IMPORTANT NOTICE

Members of the public are not eligible to take part in the Placing. This
announcement is for information purposes only and is directed only at: (a)
persons in member states of the European Economic Area ("EEA") who are
qualified investors within the meaning of Article 2(e) of regulation (EU)
2017/1129 (the "Prospectus Regulation") ("Qualified Investors") and (b) in the
United Kingdom, persons who (i) have professional experience in matters
relating to investments who fall within the definition of "Investment
Professionals" in Article 19(5) of the Financial Services And Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order"), or are high net
worth companies, unincorporated associations or partnerships or trustees of
high value trusts as described in Article 49(2) of the order and (ii) are
"Qualified Investors" as defined in prospectus regulation as it forms part of
domestic law by virtue of the European Union (Withdrawal) Act 2018 and (c)
otherwise, to persons to whom it may otherwise be lawful to communicate it
(each a "Relevant Person"). No other person should act or rely on this
announcement and persons distributing this announcement must satisfy
themselves that it is lawful to do so. Any investment or investment activity
to which this announcement relates is available only to relevant persons and
will be engaged in only with relevant persons. The announcement does not
itself constitute an offer for sale of any securities.

This announcement is not for publication or distribution or release, directly
or indirectly, in or into the United States of America (including its
territories and possessions, any state of the United States and the District
of Columbia), Canada, Australia, Japan, South Africa or any other jurisdiction
where such an announcement would be unlawful. The distribution of this
announcement may be restricted by law in certain jurisdictions and persons
into whose possession this 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. No action has been taken that would
permit an offering of the Placing Shares or possession or distribution of this
announcement in any jurisdiction where action for that purpose is required.

The Placing Shares have not been, and will not be, registered under the United
States Securities Act of 1933, as amended (the "Securities Act"), or with any
securities regulatory authority of any State or other jurisdiction of the
United States, and may not be offered, sold, or transferred, directly or
indirectly, in or into the United States except pursuant to an exemption from,
or in a transaction not subject to, the registration requirements of the
Securities Act and in compliance with the securities laws of any State or any
other jurisdiction of the United States. Accordingly, the Placing Shares will
be offered and sold only (i) outside of the United States in "offshore
transactions" to persons who are not "U.S. persons" within the meaning of and
pursuant to Regulation S under the Securities Act; and (ii) within the United
States only to persons who are reasonably believed to be "qualified
institutional buyers" (as defined in Rule 144A under the Securities Act)
pursuant to an exemption from, or in a transaction not subject to,
registration under the Securities Act. No public offering of the Placing
Shares will be made in the United States or elsewhere.

Panmure Liberum is authorised and regulated by the Financial Conduct
Authority. Panmure Liberum is acting for the Selling Shareholder only in
connection with the Placing and no one else, and will not be responsible to
anyone other than the Selling Shareholder for providing the protections
offered to clients of Panmure Liberum nor for providing advice in relation to
the Placing Shares or the Placing, the contents of this announcement or any
transaction, arrangement or other matter referred to in this announcement.

 

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