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REG - Cohort PLC - Proposed Retail Offer to raise up to £1 million

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RNS Number : 1392N  Cohort PLC  21 November 2024

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, CANADA, THE
REPUBLIC OF SOUTH AFRICA, NEW ZEALAND OR JAPAN OR ANY OTHER JURISDICTION IN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BREACH ANY APPLICABLE
LAW OR REGULATION.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY
PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN
COHORT 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 COHORT PLC.

 

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION
21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 AND HAS BEEN APPROVED BY
PRIMARYBID LIMITED WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT
AUTHORITY (FRN 779021).

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

For immediate release

21 November 2024

COHORT PLC

("Cohort", "the Company" or "the Group")

 

Proposed Retail Offer to raise up to £1 million

 

The Retail Offer

 

Cohort plc (AIM: CHRT), the independent technology group, is pleased to
announce the launch of a conditional retail offer via the PrimaryBid
(https://protect.checkpoint.com/v2/___https:/www.primarybid.com/___.bXQtcHJvZC1jcC1ldXcyLTE6bmV4dDE1OmM6bzpiMDU1OTVkNmQ3MjA1MDVmMjVkMjE4MDE1NjkxODlkODo2OjRjMzU6ZjBlODlkNGZkMDE1Mjk3YzE5ZWQ4OWYxMTUwYjA0Zjc1Njk4MTI0ZWViMGJjMzg5ZWNkNWJjMTAyZWZiZjFmMDpwOkY6Tg)
platform of new ordinary shares of 10 pence each (the "Ordinary Shares") in
the capital of the Company (the "Retail Offer Shares" and the "Retail Offer")
at an issue price of 875 pence per Ordinary Share (the "Issue Price").

As separately announced today, Cohort is conducting a placing of new Ordinary
Shares (the "Placing") of 10 pence each in the capital of the Company (the
"Placing Shares", together with the Retail Offer Shares, the "New Ordinary
Shares") through an accelerated bookbuilding process (the "Bookbuilding
Process"). The price at which the Placing Shares are to be placed is 875 pence
per share (the "Placing Price") and the issue price for the Retail Offer
Shares will be equal to the Placing Price.

The New Ordinary Shares will represent approximately 11.2 per cent. of the
existing issued ordinary share capital of the Company ("the Existing Ordinary
Shares") and the Issue Price represents a discount of approximately 4.3 per
cent. to the closing mid-market price of 914 pence per Existing Ordinary Share
on 20 November 2024, being the last practicable date prior to the publication
of this Announcement.

Cohort proposes to use the net proceeds of the Placing to partly fund the cash
consideration payable by the Company for the conditional acquisition of the
entire issued share capital of EM Solutions Pty Ltd (ACN 082 157 846) which
holds all of the issued share capital in EM Solutions (Europe) B.V. (together
"EM Solutions") from Electro Optic Systems Holdings Limited (ACN 092 708 364),
an Australian public company which is listed on the Australian Securities
Exchange (ASX: EOS) ("EOS") (the "Acquisition"), as announced by Cohort
separately earlier today (the "Acquisition Announcement"). The proceeds from
the Retail Offer will be used for general corporate purposes.

 

Details of the Retail Offer

The Retail Offer will be open to new investors and retail shareholders
resident and physically located in the United Kingdom following publication of
this Announcement. The Retail Offer will close no later than 12:00pm today.
The Retail Offer may close early if it is oversubscribed.

Applications to subscribe in the Retail Offer will be considered by the
Company with preference to be given to the Company's existing retail
shareholders. There is a minimum subscription of £250 per investor under the
terms of the Retail Offer and aggregate demand under the Retail Offer will be
limited to a maximum of £1 million.

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

No commission will be charged to investors on applications to participate in
the Retail Offer made through PrimaryBid. It is important to note that once an
application for the Retail Offer Shares has been made and accepted via
PrimaryBid, that application is irrevocable and cannot be withdrawn.

The Retail Offer Shares, if issued, will be fully paid and will rank pari
passu in all respects with the Existing Ordinary Shares of the Company and
the Placing Shares, including the right to receive all dividends and other
distributions declared, made or paid after the date of issue.

The Retail Offer is conditional on the New Ordinary Shares to be issued
pursuant to the Retail Offer and the Placing being admitted to trading on AIM
("Admission"). The Retail Offer will not be completed without the Placing also
being completed. Neither the Retail Offer nor the Placing are conditional on
the completion of the Acquisition. The conditions to the completion of the
Acquisition are set out in the Acquisition Announcement.

Application will be made for the Retail Offer Shares to be admitted to trading
on the AIM market of the London Stock Exchange.

Admission is expected to take place at 8.00 a.m. (London time) on 25 November
2024 and dealings in the Retail Offer Shares are expected to commence at 8.00
a.m. (London time) on 25 November 2024.

 

Reason for the Retail Offer

While the Placing has been structured as a non-pre-emptive offer within the
Company's existing authorities from shareholders for non-pre-emptive offers so
as to minimise cost and time to completion (and therefore no shareholder
approval is required), the Company values its retail investor base and is
therefore pleased to provide retail investors with the opportunity to
participate in the Retail Offer.

After consideration of the various options available to it, the Company
believes that the separate Retail Offer is in the best interests of
shareholders, as well as wider stakeholders in the Company.

Existing shareholders and new investors can access the Retail Offer through
PrimaryBid's extensive partner network of investment platforms, retail brokers
and wealth managers, subject to such partners' participation. A list of
PrimaryBid's distribution partners can be found at
https://www.primarybid.com/uk/investors-broker-list.

Some partners may only accept applications from existing shareholders and/or
existing customers.

Investors wishing to apply for New Ordinary Shares should contact their
investment platform, retail broker or wealth manager for details of their
terms and conditions, process (including for using their ISA, SIPP or GIA) and
any relevant fees or charges.

Brokers wishing to offer their customers access to the PrimaryBid Offer and
future PrimaryBid transactions, should contact partners@primarybid.com
(https://protect.checkpoint.com/v2/___http:/partners@primarybid.com/___.bXQtcHJvZC1jcC1ldXcyLTE6bmV4dDE1OmM6bzpiMDU1OTVkNmQ3MjA1MDVmMjVkMjE4MDE1NjkxODlkODo2OmUzODI6YjFkNGIzMDVmOWMwNzRmODZlMmVmOGIwMmVkZTIxNjE1ZGQxNDU5NTgyOGI4MmZmMTZiOTQ4NTI2NmI4YTA4YjpwOkY6Tg)
.

 

For further information please contact:

 Cohort plc                                                                      0118 909 0390
 Andrew Thomis, Chief Executive
 Simon Walther, Finance Director
 Raquel McGrath, Company Secretary

 Investec Bank Plc (Sole Financial Adviser, Nominated Adviser, Corporate Broker  020 7597 5970
 and Bookrunner)
 Christopher Baird, Carlton Nelson, Charlotte Young

 MHP                                                                             07817 458804
 Reg Hoare, Ollie Hoare, Hugo Harris                                             Cohort@mhpgroup.com (mailto:cohort@mhpgroup.com)
 PrimaryBid Limited                                                              enquiries@primarybid.com (mailto:enquiries@primarybid.com)

 Fahim Chowdhury, James Deal

 

IMPORTANT NOTICES

The person responsible for arranging the release of this Announcement on
behalf of the Company is Raquel McGrath, Company Secretary of the Company.

It is a term of the Retail Offer that the aggregate value of the Retail Offer
Shares available for subscription at the Issue Price does not exceed
£1,000,000 (the "Maximum Subscription Amount"). The Maximum Subscription
Amount may be increased at the sole and absolute discretion of the Company,
subject to applicable law and regulation. Any such increase will be notified
by way of an announcement through a Regulatory Information Service.

The Retail Offer is offered under the exemptions from the need for a
prospectus allowed under the FCA's Prospectus Regulation Rules. As such, there
is no need for publication of a prospectus pursuant to the Prospectus
Regulation Rules, or for approval of the same by the Financial Conduct
Authority (as competent authority under Regulation (EU) 2017/1129 as it forms
part of retained EU law as defined in the European Union (Withdrawal) Act
2018).

The Retail Offer is not being made into the United States, Australia, Canada,
South Africa, Japan or any other jurisdiction where it would be unlawful to do
so.

This Announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America. This Announcement is not
an offer of securities for sale into the United States. The securities
referred to herein have not been and will not be registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold in the
United States, except pursuant to an applicable exemption from registration.
No public offering of securities is being made in the United States.

This Announcement and the information contained herein, is restricted and is
not for publication, release or distribution, directly or indirectly, in whole
or in part, in or into Australia, Canada, South Africa, Japan 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.

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.

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 New Ordinary Shares and investment
in the Company carries a number of risks. Investors should contact their
investment platform, retail broker or wealth manager for details of any
relevant risk warnings. Investors should take independent advice from a person
experienced in advising on investment in securities such as the New Ordinary
Shares if they are in any doubt.

 

 

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