REG - Cirata PLC - Result of Fundraising
17/07/2024 07:00
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RNS Number : 6746W Cirata PLC 17 July 2024
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS
FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY
JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
17 July 2024
Cirata plc
Result of Fundraising
Cirata plc (the "Company" and together with its subsidiaries, "Cirata" or the
"Group") (LSE: CRTA), the data activation platform, is pleased to announce the
successful completion of its equity fundraise raising gross proceeds of $7.2
million (£5.6 million) (the "Fundraise") announced on 16 July 2024 (the
"Launch Announcement"). A total of 10,103,328 new ordinary shares will be
issued by the Company pursuant to the Fundraise (the "Offer Shares"). The
Offer Shares will represent 8.7 per cent. of the current issued ordinary share
capital of the Company prior to the Fundraise.
A total of 2,333,103 Offer Shares have been placed by Panmure Liberum Limited,
acting as sole bookrunner ("Panmure Liberum"), at 55 pence per share (the
"Offer Price") pursuant to the Placing, raising gross proceeds of
approximately $1.7 million (c. £1.3 million) (the "Placing"). Concurrently
with the Placing, 7,522,970 Offer Shares have been subscribed for by investors
directly from the Company at the Offer Price, raising gross proceeds of
approximately $5.3 million (c. £4.1 million) (the "Direct Subscription").
The Fundraise includes, retail investors who have subscribed in the separate
retail offer made by the Company via the PrimaryBid platform for a total of
194,800 Offer Shares at the Offer Price, raising gross proceeds of
approximately $139k (c. £107k) (the "Retail Offer").
CEO, Stephen Kelly, participated in the Placing for a total of 18,181 Offer
Shares at the Offer Price. Non-Executive Chair, Kenneth Lever ("Ken Lever")
and Senior Independent Non-Executive Director, Peter Lees, subscribed directly
from the Company for a total of 52,455 Offer Shares at the Offer Price.
Together, the Directors' participation in the Fundraise raised gross proceeds
of approximately $50k (c. £39k). Further details are set out below.
The Offer Price represents a discount of approximately 5.2 per cent to the
closing share price of 58 pence on 15 July 2024.
The Company consulted with and received strong support from many of its
largest shareholders prior to the Fundraise. The Company has respected the
principles of the soft pre-emption, so far as possible, through the allocation
process. The Company's management team actively participated in the
structuring and allocation of the Fundraise.
The Offer Shares will be issued credited as fully paid and will rank in full
for all dividends and other distributions declared, made or paid after the
admission of the Offer Shares and will otherwise rank on admission pari passu
in all respects with the existing Ordinary Shares.
Director participation
The participation by certain Directors in the Fundraise is set out below:
Name Position/ Number of Ordinary Shares currently held Number of Offer Shares Number of Ordinary Shares held following Admission % of issued share capital held following Admission
status
Stephen Kelly Executive Director, CEO 1,802,660 18,181 1,820,841 1.4
Ken Lever Non-Executive Chair 200,000 45,454 245,454 0.2
Peter Lees Senior Independent Non-Executive Director 69,260 7,001 76,261 0.1
Exchange rate used throughout is GBP:USD 1.29835 as at 4.30 p.m. 15 July 2024
Stephen Kelly, Ken Lever and Peter Lees have agreed to participate in the
Fundraise for 18,181, 45,454 and 7,001 Offer Shares respectively. The
participation of Stephen Kelly, Ken Lever and Peter Lees, all existing
directors in the Company, are related party transactions pursuant to Rule 13
of the AIM Rules for Companies ("Directors Related Party Transactions").
The Directors who are independent of the Directors Related Party Transactions,
having consulted with Stifel, the Company's nominated adviser, consider the
terms of the respective participation of Stephen Kelly, Ken Lever and Peter
Lees in the Fundraise to be fair and reasonable insofar as shareholders of the
Company are concerned.
Other related party transactions
Global Frontier Investments ("Global Frontier") and Davis Capital Partners
("Davis Capital") have agreed to subscribe for 1,151,251 and 2,800,756(1)
Ordinary Shares respectively, pursuant to the Direct Subscription. Richard
Griffiths has agreed to participate in the Placing for 1,400,378 shares. The
participation of Richard Griffiths, Global Frontier and Davis Capital, all
existing substantial shareholders in the Company are related party
transactions pursuant to Rule 13 of the AIM Rules for Companies ("Substantial
Shareholder Related Party Transactions").
The Directors who are independent of the Substantial Shareholder Related Party
Transactions, having consulted with Stifel, the Company's nominated adviser,
consider the terms of the respective participation of Richard Griffiths,
Global Frontier and Davis Capital in the Fundraise to be fair and reasonable
insofar as shareholders of the Company are concerned.
(1)Davis Capital have participated in the raise via Davis Capital Partners,
LAD Trust and S & G Foundation for an aggregate total of 2,800,756 Offer
Shares.
Admission of Ordinary Shares to trading on AIM
Application has been made to the London Stock Exchange for the Offer Shares to
be admitted to trading on AIM ("Admission"). It is expected that Admission
will be effective and settlement of the Offer Shares will commence at 8.00
a.m. on 22 July 2024.
Total voting rights
Following Admission, the Company's enlarged issued ordinary share capital will
be 125,936,463. 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 Disclosure Guidance and Transparency
Rules of the FCA.
Capitalised terms used but not defined in this announcement shall have the
meaning given to them in the Launch Announcement, unless context provides
otherwise.
This Announcement is released by Cirata plc and contains inside information
for the purposes of Article 7 of the UK Market Abuse Regulation, and is
disclosed in accordance with the Company's obligations under Article 17 of the
UK Market Abuse Regulation.
The person responsible for arranging the release of this announcement on
behalf of Cirata plc is Larry Webster, Company Secretary.
For further information, please contact:
Cirata Via FTI Consulting
Stephen Kelly, Chief Executive Officer
Ijoma Maluza, Chief Financial Officer
Daniel Hayes, Investor Relations
Panmure Liberum (Joint Broker and Sole Bookrunner) +44 (0)20 3100 2000
Max Jones / Rupert Dearden / John More / Anake Singh
FTI Consulting +44 (0)20 3727 1137
Matt Dixon / Kwaku Aning / Usama Ali
Stifel (Nomad and Joint Broker) +44 (0)20 7710 7600
Fred Walsh / Ben Good / Sarah Wong
IMPORTANT INFORMATION
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IT IS RESTRICTED AND IS NOT
FOR PUBLICATION, RELEASE, TRANSMISSION, FORWARDING OR DISTRIBUTION, DIRECTLY
OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA,
ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE
DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA,
JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS
ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF
SECURITIES IN ANY JURISDICTION.
This announcement or any part of it does not constitute or form part of any
offer to issue or sell, or the solicitation of an offer to acquire, purchase
or subscribe for, any securities in the United States, Canada, Australia,
Japan or the Republic of South Africa or any other jurisdiction in which the
same would be unlawful. Except for the Retail Offer, no public offering of the
Offer Shares is being made in any such jurisdiction.
No action has been taken by the Company, Panmure Liberum, any of their
respective Affiliates, or any person acting on its or their behalf that would
permit an offer of the Offer Shares or possession or distribution of this
announcement or any other offering or publicity material relating to such
Offer Shares in any jurisdiction where action for that purpose is required.
Persons into whose possession this announcement comes are required by the
Company and Panmure Liberum to inform themselves about, and to observe, such
restrictions.
No prospectus, offering memorandum, offering document or admission document
has been or will be made available in connection with the matters contained in
this announcement and no such prospectus is required (in accordance with
Regulation (EU) No 2017/1129 (as amended) (the "EU Prospectus Regulation") or
assimilated Regulation (EU) No 2017/1129 (as amended) as it forms part of the
laws of the United Kingdom by virtue of the European Union (Withdrawal) Act
2018 (as amended) (the "UK Prospectus Regulation")) to be published. Persons
needing advice should consult a qualified independent legal adviser, business
adviser, financial adviser or tax adviser for legal, financial, business or
tax advice.
The securities referred to herein have not been and will not be registered
under the US 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 Offer Shares will be
offered and sold only (i) outside of the United States in "offshore
transactions" (as such term is defined in Regulation S under the Securities
Act ("Regulation S")) pursuant to Regulation S and otherwise in accordance
with applicable laws; and (ii) in the United States to persons who are
"qualified institutional buyers" (as defined in Rule 144A under the Securities
Act) ("QIBs") and who have executed and delivered to the Company and Panmure
Liberum a US investor letter substantially in the form provided to it, in each
case, pursuant to an exemption from, or in a transaction not subject to,
registration under the Securities Act. No public offering of the Securities
will be made in the United States or elsewhere.
The Fundraise has not been approved or disapproved by the US Securities and
Exchange Commission, any state securities commission in the United States or
any US regulatory authority, nor have any of the foregoing authorities passed
upon or endorsed the merits of the Fundraise, or the accuracy or adequacy of
this announcement. Any representation to the contrary is a criminal offence in
the United States.
This announcement has not been approved by the London Stock Exchange.
Members of the public are not eligible to take part in the Placing, Direct
Subscription or Management Subscription. This announcement is directed at and
is only being distributed to: (a) if in a member state of the European
Economic Area (the "EEA"), qualified investors ("Qualified Investors") within
the meaning of Article 2(e) of the EU Prospectus Regulation; (b) if in the
United Kingdom, qualified investors within the meaning of Article 2(e) of the
UK Prospectus Regulation who are also (i) persons having professional
experience in matters relating to investments who fall within the definition
of "investment professional" in Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order");
or (ii) high net worth companies, unincorporated associations and partnerships
and trustees of high value trusts as described in Article 49(2)(a) to (d) of
the Order ("UK Qualified Investors"); or (c) other persons to whom it may
otherwise be lawfully communicated (all such persons together being "Relevant
Persons").
This announcement must not be acted on or relied on by persons who are not
Relevant Persons. 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 relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada, no prospectus
has been lodged with, or registered by, the Australian Securities and
Investments Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South Africa
Reserve Bank or any other applicable body in the Republic of South Africa in
relation to the Offer Shares and the Offer Shares have not been, nor will they
be, registered under or offered in compliance with the securities laws of any
state, province or territory of Australia, Canada, Japan or the Republic of
South Africa. Accordingly, the Offer Shares may not (unless an exemption under
the relevant securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly, in or into Australia, Canada, Japan or the
Republic of South Africa or any other jurisdiction in which such activities
would be unlawful.
Certain statements contained in this announcement constitute "forward-looking
statements" with respect to the financial condition, results of operations and
businesses and plans of the Company and the Group. Words such as "believes",
"anticipates", "estimates", "expects", "intends", "plans", "aims",
"potential", "will", "would", "could", "considered", "likely", "estimate" and
variations of these words and similar future or conditional expressions, are
intended to identify forward-looking statements but are not the exclusive
means of identifying such statements. These statements and forecasts involve
risk and uncertainty because they relate to events and depend upon future
circumstances that have not occurred. There are a number of factors that could
cause actual results or developments to differ materially from those expressed
or implied by these forward-looking statements and forecasts. As a result, the
Group's actual financial condition, results of operations and business and
plans may differ materially from the plans, goals and expectations expressed
or implied by these forward-looking statements. No representation or warranty
is made as to the achievement or reasonableness of, and no reliance should be
placed on, such forward-looking statements. The forward-looking statements
contained in this announcement speak only as of the date of this announcement.
The Company, its directors, Panmure Liberum, their respective Affiliates and
any person acting on its or their behalf each expressly disclaim any
obligation or undertaking to update or revise publicly any forward-looking
statements, whether as a result of new information, future events or
otherwise, unless required to do so by applicable law or regulation, the FCA
or the London Stock Exchange.
Panmure Liberum is authorised and regulated in the United Kingdom by the FCA.
Panmure Liberum is acting exclusively for the Company and no one else in
connection with the Placing, the contents of this announcement or any other
matters described in this announcement. Panmure Liberum will not regard any
other person as its client in relation to the Placing, the content of this
announcement or any other matters described in this announcement and will not
be responsible to anyone (including any Placees) other than the Company for
providing the protections afforded to its clients or for providing advice to
any other person in relation to the Placing, the content of this announcement
or any other matters referred to in this announcement.
This announcement has been issued by and is the sole responsibility of the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by Panmure Liberum or by any of its Affiliates or any person acting
on its or their behalf as to, or in relation to, the accuracy or completeness
of this announcement or any other written or oral information made available
to or publicly available to any interested party or its advisers, and any
liability therefore is expressly disclaimed.
This announcement does not constitute a recommendation concerning any
investor's investment decision with respect to the Fundraise. Any indication
in this announcement of the price at which ordinary shares have been bought or
sold in the past cannot be relied upon as a guide to future performance. The
price of shares and any income expected from them may go down as well as up
and investors may not get back the full amount invested upon disposal of the
shares. Past performance is no guide to future performance. This announcement
does not identify or suggest, or purport to identify or suggest, the risks
(direct or indirect) that may be associated with an investment in the Offer
Shares. The contents of this announcement are not to be construed as legal,
business, financial or tax advice. Each investor or prospective investor
should consult their or its own legal adviser, business adviser, financial
adviser or tax adviser for legal, financial, business or tax advice.
No statement in this announcement is intended to be a profit forecast or
profit estimate for any period, and no statement in this announcement should
be interpreted to mean that earnings, earnings per share or income, cash flow
from operations or free cash flow for the Company for the current or future
financial years would necessarily match or exceed the historical published
earnings, earnings per share or income, cash flow from operations or free cash
flow for the Company.
All offers of the Offer Shares will be made pursuant to an exemption under the
UK Prospectus Regulation or the EU Prospectus Regulation from the requirement
to produce a prospectus. This announcement is being distributed and
communicated to persons in the UK only in circumstances to which section 21(1)
of the Financial Services and Markets Act, 2000, as amended does not apply.
The Offer Shares to be issued or sold pursuant to the Fundraise will not be
admitted to trading on any stock exchange other than the London Stock
Exchange.
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this announcement
should seek appropriate advice before taking any action.
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.
This announcement has been prepared for the purposes of complying with
applicable law and regulation in the United Kingdom and the information
disclosed may not be the same as that which would have been disclosed if this
announcement had been prepared in accordance with the laws and regulations of
any jurisdiction outside the United Kingdom.
The relevant notifications set out below are provided in accordance with the
requirements of Article 19 of the UK Market Abuse Regulation.
1 Details of the person discharging managerial responsibilities/person closely
associated
a) Name Kenneth Lever
2 Reason for the notification
a) Position/status Non-Executive Chair
b) Initial notification/Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Cirata plc
b) LEI 213800Y1A75RSC698O04
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 10p each
Identification code ISIN: JE00B6Y3DV84
b) Nature of the transaction Purchase of shares
c) Price(s) and volume(s) Price(s) Volume(s)
55 pence 45,454
d) Aggregated information
- Aggregated volume
- Price n/a single transaction
- Aggregated total
e) Date of the transaction 17 July 2024
f) Place of the transaction London Stock Exchange (XLON)
d)
Aggregated information
- Aggregated volume
- Price
- Aggregated total
n/a single transaction
e)
Date of the transaction
17 July 2024
f)
Place of the transaction
London Stock Exchange (XLON)
1 Details of the person discharging managerial responsibilities/person closely
associated
a) Name Stephen Kelly
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 Cirata plc
b) LEI 213800Y1A75RSC698O04
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 10p each
Identification code ISIN: JE00B6Y3DV84
b) Nature of the transaction Purchase of shares
c) Price(s) and volume(s) Price(s) Volume(s)
55 pence 18,181
d) Aggregated information
- Aggregated volume
- Price n/a single transaction
- Aggregated total
e) Date of the transaction 17 July 2024
f) Place of the transaction London Stock Exchange (XLON)
d)
Aggregated information
- Aggregated volume
- Price
- Aggregated total
n/a single transaction
e)
Date of the transaction
17 July 2024
f)
Place of the transaction
London Stock Exchange (XLON)
1 Details of the person discharging managerial responsibilities/person closely
associated
a) Name Peter Lees
2 Reason for the notification
a) Position/status Senior Independent 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 Cirata plc
b) LEI 213800Y1A75RSC698O04
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 10p each
Identification code ISIN: JE00B6Y3DV84
b) Nature of the transaction Purchase of shares
c) Price(s) and volume(s) Price(s) Volume(s)
55 pence 7,001
d) Aggregated information
- Aggregated volume
- Price n/a single transaction
- Aggregated total
e) Date of the transaction 17 July 2024
f) Place of the transaction London Stock Exchange (XLON)
d)
Aggregated information
- Aggregated volume
- Price
- Aggregated total
n/a single transaction
e)
Date of the transaction
17 July 2024
f)
Place of the transaction
London Stock Exchange (XLON)
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