PressureTechnologies - RESULT OF PLACING AND RETAIL OFFER
15/11/2022 15:18
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RNS Number : 5009G Pressure Technologies PLC 15 November 2022
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, NEW ZEALAND,
CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE
THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY
PERSON TO PURCHASE AND/OR SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES IN PRESSURE TECHNOLOGIES PLC OR ANY OTHER ENTITY IN ANY
JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION,
SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT
DECISION IN RESPECT OF PRESSURE TECHNOLOGIES PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
EU REGULATION 596/2014 (WHICH FORMS PART OF THE DOMESTIC LAW OF ENGLAND AND
WALES PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018) ("UK MAR"). IN
ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK 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 UK
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.
Pressure Technologies plc
("Pressure Technologies" or the "Company")
RESULT OF PLACING AND RETAIL OFFER, POSTING OF CIRCULAR
AND
NOTICE OF GENERAL MEETING
Pressure Technologies plc, (AIM: PRES), is pleased to confirm, further to the
announcements made at 7.00 a.m. and 7.01 a.m. earlier today (the "Launch
Announcements"), the successful completion of the Fundraising at the Issue
Price of 30 pence per share.
The Fundraising has conditionally raised aggregate gross proceeds of £2.28
million pursuant to the placing of 7,097,708 Placing Shares and subscription
for 502,292 Retail Shares. Following completion of the Placing and the Retail
Offer, the Company's issued share capital will comprise 38,667,163 Ordinary
Shares, and the Placing Shares and Retail Shares will represent approximately
19.65 per cent. of the Enlarged Share Capital.
Singer Capital Markets acted as sole bookrunner in connection with the
Placing. The Placing was conducted by way of an accelerated book build
process.
Capitalised terms used in this announcement (this "Announcement") have the
meanings given to them in the Launch Announcements, unless the context
provides otherwise.
Chris Walters, Chief Executive Officer of Pressure Technologies, commented:
"We are grateful for the support of our shareholders, demonstrated through
this fundraising. This investment provides us with the short-term working
capital bridge to profitable, cash-generative trading in the year ahead."
Related Party Transactions
Certain of the Company's Directors have agreed to subscribe for, in aggregate
199,999 Placing Shares at the Issue Price. The number of Placing Shares
conditionally subscribed for by each of the Directors pursuant to the Placing,
and their resulting shareholdings on Admission are set out below:
Number of Existing Ordinary Shares Number of Placing Shares subscribed for in the Placing Number of Ordinary Shares held on Admission Percentage of Enlarged Share Capital on Admission
Director
Nicholas Salmon - 100,000 100,000 0.26%
Chris Walters 84,667 33,333 118,000 0.31%
Tim Cooper 11,666 33,333 44,999 0.12%
Mike Butterworth 80,800 33,333 114,133 0.30%
Schroders Investment Management ("Schroders"), Harwood Capital ("Harwood") and
Peter Gyllenhammar AB ("Gyllenhammar"), each a substantial shareholder of the
Company (as defined in the AIM Rules), have conditionally subscribed for
2,333,333, 3,333,333 and 1,000,000 Placing Shares at the Issue Price,
respectively.
The participations of the Directors, Schroders, Harwood and Gyllenhammar each
constitute related party transactions under Rule 13 of the AIM Rules. The
Independent Director, having consulted with Singer Capital Markets, the
Company's nominated adviser, consider that the respective participation by the
Directors, Schroders, Harwood and Gyllenhammar in the Placing are fair and
reasonable insofar as the Company's Shareholders are concerned.
Notice of General Meeting and posting of Circular
The issue of the New Ordinary Shares is conditional upon, among other things,
the Resolutions being duly passed by Shareholders at the General Meeting. The
General Meeting will be held at the offices of Singer Capital Markets Limited,
1 Bartholomew Lane, London, EC2N 2AX at 11.00 a.m. on 2 December 2022 and the
Circular, containing the Notice of General Meeting, will be posted to
shareholders on 16 November 2022 and will be available on the Company's
website at www.pressuretechnologies.com (http://www.pressuretechnologies.com)
.
Admission, Settlement and Dealings
Application will be made for Admission of the New Ordinary Shares. Subject to,
inter alia, the passing of the Resolutions, settlement of the New Ordinary
Shares and Admission are expected to take place at 8.00 a.m. on or around 6
December 2022. In addition to the passing of the Resolutions, the Placing and
Retail Offer are conditional upon, among other things, Admission becoming
effective and the Placing Agreement not being terminated in accordance with
its terms.
The Placing Shares and the Retail Offer Shares, when issued, will be fully
paid and will rank pari passu in all respects with the Existing Ordinary
Shares, including the right to receive all dividends and other distributions
declared, made or paid after the date of issue.
Total Voting Rights
Following Admission, the Company's issued and fully paid share capital will
consist of 38,667,163 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
38,667,163. With effect from Admission, 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.
This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notices"
section of this Announcement.
For further information, please contact:
Pressure Technologies plc Tel: 0330 015 0710
Chris Walters, Chief Executive PressureTechnologies@houston.co.uk (about%3Ablank)
James Locking, Chief Financial Officer
Singer Capital Markets (Nomad and Broker) Tel: 0207 496 3000
Mark Taylor / Asha Chotai
Houston (Financial PR and Investor Relations) Tel: 0204 529 0549
Kay Larsen / Ben Robinson
The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the UK version of the EU
Market Abuse Regulation (2014/596) which is part of UK law by virtue of the
European Union (Withdrawal) Act 2018, as amended and supplemented from time to
time.
COMPANY DESCRIPTION
www.pressuretechnologies.com (about%3Ablank)
With its head office in Sheffield, the Pressure Technologies Group was founded
on its leading market position as a designer and manufacturer of
high-integrity, safety-critical components and systems serving global supply
chains in oil and gas, defence, industrial and hydrogen energy markets.
The Group has two divisions, Chesterfield Special Cylinders and Precision
Machined Components.
Chesterfield Special Cylinders (CSC) - www.chesterfieldcylinders.com
(about%3Ablank)
● Chesterfield Special Cylinders, Sheffield, includes CSC Deutschland GmbH.
Precision Machined Components (PMC) - www.pt-pmc.com (about%3Ablank)
● Precision Machined Components includes the Al-Met, Roota Engineering and
Martract sites.
IMPORTANT NOTICES
Neither this Announcement, nor any copy of it, may be taken or transmitted,
published or distributed, directly or indirectly, in or into the United
States, Australia, Canada, Japan, or the Republic of South Africa or to any
persons in any of those jurisdictions or any other jurisdiction where to do so
would constitute a violation of the relevant securities laws of such
jurisdiction. This Announcement is for information purposes only and does not
constitute an offer to sell or issue, or the solicitation of an offer to buy,
acquire or subscribe for any shares in the capital of the Company in the
United States, Australia, Canada, Japan or the Republic of South Africa or any
other state or jurisdiction in which such offer or solicitation is not
authorised or to any person to whom it is unlawful to make such offer or
solicitation. Any failure to comply with these restrictions may constitute a
violation of securities laws of such jurisdictions.
The Placing Shares and the Retail Shares have not been, and will not be,
registered under the US Securities Act of 1933, as amended (the "US Securities
Act"), or under any securities laws of any state or other jurisdiction of the
United States and may not be offered, sold, resold, transferred or delivered,
directly or indirectly, in or into the United States except pursuant to an
applicable exemption from the registration requirements of the US Securities
Act and in compliance with the securities laws of any state or other
jurisdiction of the United States. There is no intention to register any
portion of the Placing or the Retail Offer in the United States or to conduct
any public offering of securities in the United States or elsewhere.
Notice to all investors
Singer Capital Markets is authorised and regulated in the United Kingdom by
the FCA. Singer is acting exclusively as sole broker and bookrunner to the
Company in connection with the Placing and will not regard any other person
(whether or not a recipient of this Announcement) as a client in relation to
the Placing and will not be responsible to anyone other than the Company for
providing the protections afforded to their respective clients or for
providing advice in relation to the Placing or any transaction, matter or
arrangement described in this announcement.
Apart from the responsibilities and liabilities, if any, which may be imposed
upon Singer by the Financial Services and Markets Act 2000, as amended
("FSMA") or the regulatory regime established thereunder, neither Singer nor
any of its affiliates, directors, officers, employees, agents or advisers
accepts any responsibility whatsoever, and no representation or warranty,
express or implied, is made or purported to be made by any of them, or on
their behalf, for or in respect of the contents of this Announcement,
including its accuracy, completeness, verification or sufficiency, or
concerning any other document or statement made or purported to be made by it,
or on its behalf, in connection with the Company, the Placing Shares, the
Placing and the Retail Offer, and nothing in this announcement is, or shall be
relied upon as, a warranty or representation in this respect, whether as to
the past or future. Each of Singer and its affiliates, directors, officers,
employees, agents and advisers disclaim, to the fullest extent permitted by
law, 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
any such statement.
No person has been authorised to give any information or to make any
representations other than those contained in this Announcement and, if given
or made, such information or representations must not be relied on as having
been authorised by the Company or Singer. Subject to the AIM Rules, the
Prospectus Regulation Rules and the Disclosure Guidance and Transparency Rules
of the FCA, the issue of this Announcement shall not, in any circumstances,
create any implication that there has been no change in the affairs of the
Company since the date of this Announcement or that the information in it is
correct as at any subsequent date.
Information to Distributors
Solely for the purposes of Article 9(8) of Commission Delegated Directive
2017/593 (the "Delegated Directive") regarding the responsibilities of
manufacturers under the product governance requirements contained within: (a)
EU Directive 2014/65/EU on markets in financial instruments, as amended
("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU)
2017/593 supplementing MiFID II; and (c) local implementing measures
(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 Placing Shares have
been subject to a product approval process, which has determined that such
Placing Shares are: (i) compatible with the target market for the Placing of
retail investors and investors who meet the criteria of professional clients
and eligible counterparties, each as defined in MiFID II; and (ii) eligible
for distribution through all eligible distribution channels for dissemination
of the Placing Shares, each as set out in this Announcement, as are permitted
by MiFID II (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors should note that:
the price of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed income and no
capital protection; and an investment in the Placing 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 Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, Singer will only procure investors 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 MiFID
II; 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
Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
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