Result of Placing and Subscription
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 IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER TO BUY, ACQUIRE OR SUBSCRIBE FOR (OR THE SOLICITATION OF AN OFFER TO BUY, ACQUIRE OR SUBSCRIBE FOR) SECURITIES IN ANY JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE UK VERSION OF THE MARKET ABUSE REGULATION (EU NO. 596/2014) AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("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.
26 June 2026
Cirata plc
("Cirata" or the "Company")
Result of Placing and Subscription
Cirata plc (LSE: CRTA) is pleased to announce the successful completion of the oversubscribed bookbuild in respect of its conditional placing and subscription (together the "Fundraising") announced on 25 June 2026 (the "Launch Announcement"), raising, in aggregate, gross proceeds of £5.1 million (c.$6.7 million). A total of 34,155,349 new Ordinary Shares will be issued pursuant to the Placing and the Subscription, representing approximately 27 per cent. of the Existing Ordinary Shares of the Company ("New Ordinary Shares").
A total of 17,795,610 Placing Shares have been placed by Stifel Nicolaus Europe Limited ("Stifel") and Panmure Liberum Limited ("Panmure Liberum"), acting as joint bookrunners (the "Joint Bookrunners"), at a price of 15.0 pence per Placing Share (the "Issue Price") pursuant to the Placing, raising gross proceeds of approximately £2.7 million (c. $3.5 million) (the "Placing"). Completion of the Placing and the Subscription is conditional upon, inter alia, the passing of the GM Resolutions by Shareholders at the General Meeting and Admission. Further to the disclosure in the Launch Announcement, 500,000 of the New Ordinary Shares (representing approximately 1.5 per cent. of the New Ordinary Shares) are subject to an additional condition in relation to the establishment of a UK branch for VCT qualifying purposes which the Company expects to be satisfied by Admission.
In addition, 16,359,739 new Subscription Shares have been subscribed for directly from the Company at the Issue Price by certain investors (including certain Directors and senior employees of the Company and certain persons resident in the US), raising gross proceeds of approximately £2.5 million (c. $3.2 million) (the "Subscription").
In addition to the Placing and the Subscription, the Company has launched a separate retail offer via the RetailBook Platform (the "Retail Offer") to raise up to approximately £0.38 million (c.$0.5 million), in order to provide new and existing retail investors with an opportunity to participate in the fundraising at the Issue Price. The Retail Offer is expected to remain open until 8.00 a.m. on 29 June 2026 following which the result of the Retail Offer will be announced.
Certain of the Directors and senior employees of the Company have agreed to participate in the Fundraising through the Subscription, subscribing for, in aggregate, 926,036 Subscription Shares at the Issue Price, representing an aggregate investment of approximately £0.14 million (c.$0.18 million). Further details of the participation of the Directors, senior employees and substantial shareholder are set out below.
The Issue Price represents a discount of approximately 18.9 per cent. to the Closing Price of 18.5 pence per Ordinary Share on 24 June 2026 (being the last practicable date prior to the date of the Launch Announcement).
The Company consulted with, and received strong support from, many of its largest shareholders during the Fundraising. The Company has respected the principles of soft pre-emption, so far as possible, through the allocation process.
The New Ordinary Shares, when issued, will be credited as 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 on or in respect of such shares after the date of issue.
Director, PDMR and senior management participation
The participation by certain Directors, senior management and PDMRs in the Fundraising is set out below:
Name
Position/status
Number of Ordinary Shares currently held
Subscription Shares
Number of Ordinary Shares held following Admission
% of issued share capital held following Admission*
Kenneth Lever
Non-Executive Chairman
245,454
166,666
412,120
0.25%
Sarah Rolls
Non-Executive Director
0
166,666
166,666
0.10%
Amanda Jobbins
Non-Executive Director
0
66,666
66,666
0.04%
Christopher Baker
Non-Executive Director
0
50,000
50,000
0.03%
Eric Collins
Non-Executive Director
0
100,000
100,000
0.06%
Stephen Kelly
Chief Executive Officer
2,089,202
166,666
2,255,868
1.38%
Dan Hayes
Senior Management - IR
N/A
133,333
N/A
N/A
Paul Scott-Murphy
Senior Employee (PDMR)
22,907
25,346
48,253
0.03%
Dominic Arcari
Senior Employee (PDMR)
14,500
50,693
65,193
0.04%
Total
926,036
*assuming take up in full of the Retail Offer
Related party transactions
Davis Capital Global Frontier Opportunities LLC ("Davis Capital") has conditionally subscribed for 3,801,992 Subscription Shares (an investment of approximately $750,000). The participation in the Fundraising by Davis Capital, as a substantial shareholder of the Company as defined under the AIM Rules for Companies (the "AIM Rules"), and LAD Trust, an associate of Davis Capital who also participated in the Fundraising by conditionally subscribing for 506,932 Subscription Shares (an investment of approximately $100,000), constitutes a related party transaction for the purpose of Rule 13 of the AIM Rules for Companies.
The Directors, who are independent of the transaction, being the entire Board, having consulted with Stifel, the Company's nominated adviser, believe that the terms of the transaction are fair and reasonable insofar as Shareholders are concerned.
Admission of Ordinary Shares to trading on AIM
Completion of the Placing and the Subscription is conditional upon, inter alia, the passing of the GM Resolutions by Shareholders at the General Meeting (expected to be held at 11.00 a.m. on 24 July 2026) and Admission. Application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM ("Admission"). It is expected that Admission will become effective and that dealings in the New Ordinary Shares will commence at 8.00 a.m. on 28 July 2026 (or such later time and/or date as the Joint Bookrunners and the Company may agree).
Capitalised terms used but not defined in this announcement shall have the meaning given to them in the Launch Announcement, unless context provides otherwise.
The exchange rate used throughout this Announcement is GBP:USD 1.3162, being the exchange rate as at 4.30 p.m. on 24 June 2026.
This announcement contains inside information under the UK MAR. The person responsible for arranging the release of this announcement on behalf of Cirata plc is Stephen Kelly, Chief Executive Officer.
For further information, please contact:
Cirata
+1 (925) 380 1728
Stephen Kelly, Chief Executive Officer
Ed Kee, Finance Director
Daniel Hayes, Investor Relations
FTI Consulting
+44 (0)20 3727 1137
Matt Dixon / Kwaku Aning
Stifel (Nomad and Joint Broker)
+44 (0)20 7710 7600
Fred Walsh / Brough Ransom / Ben Good / Daniel Dearden-Williams
Panmure Liberum (Joint Broker)
+44 (0)20 3100 2000
James Sinclair-Ford / Rupert Dearden / Piers Shimwell / Rauf Munir
IMPORTANT INFORMATION
This announcement (and the information contained herein) (the "Announcement") 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. No public offering of the Placing Shares is being made in any such jurisdiction.
No action has been taken by the Company, Stifel, Panmure Liberum or any of their respective Affiliates, or any person acting on its or their behalf that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company, Stifel and Panmure Liberum to inform themselves about, and to observe, such restrictions.
This Announcement does not contain an offer or constitute any part of an offer to the public. This Announcement is not a "prospectus" within the meaning of Regulation 21(1) of the Public Offers and Admissions to Trading Regulations 2024 ("POATR") and a copy of it has not been, and will not be, delivered to any authority which could be a competent authority for the purpose of the Prospectus Regulation (EU) 2017/1129 (the "EU Prospectus Regulation").
No prospectus, offering memorandum, offering document or admission document has been or will be made available in any jurisdiction in connection with the matters contained or referred to in this Announcement and no such document is required (in accordance with the EU Prospectus Regulation or the POATR) to be published. All offers of the Placing Shares will be made available pursuant to an exemption under the POATR or the EU Prospectus Regulation from the requirement to produce an admission document or prospectus.
The securities referred to herein have not been and will not be registered under the US Securities Act, of 1933, as amended (the "US 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 US 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 outside of the United States in "offshore transactions" (as such term is defined in Regulation S under the US Securities Act ("Regulation S")) pursuant to Regulation S and otherwise in accordance with applicable laws. No public offering of the Placing Shares will be made in the United States or elsewhere.
This Announcement has not been approved by the London Stock Exchange.
Members of the public are not eligible to take part in the Placing. 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, 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 paragraph 15 of Part 2 of Schedule 1 of the POATR and (c) otherwise, to persons to whom it may otherwise be lawful to communicate it (all such persons together being referenced to as "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 Placing 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 Placing, or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States. 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 Placing Shares and the Placing 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 Placing 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 the United States, 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, Stifel, Panmure Liberum and 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.
Each of Stifel and Panmure Liberum is authorised and regulated in the United Kingdom by the FCA and 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. Each of Stifel and 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 Stifel or Panmure Liberum or any of their respective 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 Placing. 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 Placing 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.
The Placing Shares to be issued or sold pursuant to the Placing 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.
1
Details of the person discharging managerial responsibilities/person closely associated
a)
Name
a) Kenneth Lever
b) Stephen Kelly
c) Sarah Rolls
d) Amanda Jobbins
e) Chris Baker
f) Paul Scott-Murphy
g) Eric Collins
h) Dominic Arcari
2
Reason for the notification
a)
Position/status
a) Non-Executive Chairman
b) Chief Executive Officer
c) Non-Executive Director
d) Non-Executive Director
e) Non-Executive Director
f) Senior Employee (PDMR)
g) Non-Executive Director
h) Senior Employee (PDMR)
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
Identification code
Ordinary shares of 10p each
ISIN: JE00B6Y3DV84
b)
Nature of the transaction
Purchase of shares
c)
Price(s) and volume(s)
a) 166,666 Subscription Shares at a price of 15 pence per new Ordinary Share
b) 166,666 Subscription Shares at a price of 15 pence per new Ordinary Share
c) 166,666 Subscription Shares at a price of 15 pence per new Ordinary Share
d) 66,666 Subscription Shares at a price of 15 pence per new Ordinary Share
e) 50,000 Subscription Shares at a price of 15 pence per new Ordinary Share
f) 25,346 Subscription Shares at a price of 15 pence per new Ordinary Share
g) 100,000 Subscription Shares at a price of 15 pence per new Ordinary Share
h) 50,693 Subscription Shares at a price of 15 pence per new Ordinary Share
d)
Aggregated information
-
Aggregated volume
-
Price
-
Aggregated total
n/a single transaction
e)
Date of the transaction
25 June 2026
f)
Place of the transaction
Off market transaction
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