REG - Defence Holdings PLC - Placing, Conditional Placing & Subscription

Defence HoldingsAnnouncement

29/05/2025 18:31

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250529:nRSc6896Ka&default-theme=true

RNS Number : 6896K  Defence Holdings PLC   29 May 2025

The information contained within this announcement is deemed by the Company to
constitute inside information stipulated under the Market Abuse Regulation
(EU) No. 596/2014, as retained as part of the law of England and Wales. Upon
the publication of this announcement via the Regulatory Information Service,
this inside information is now considered to be in the public domain.

Defence Holdings PLC

 

("Defence" or "Company")

 

Firm Placing, Conditional Placing & Subscription to raise £3m at 0.325p
per share; Broker Offer to raise up to £1m; Related Party Transactions from
Director Subscription, Notice of General Meeting

Defence (LSE: ALRT), the UK's first publicly listed pure-play defence
technology platform, is pleased to announce that it has raised £3 million,
before expenses, in an oversubscribed Placing (defined below) and Subscription
(the "Fundraising") at a price of 0.325p per share ("Placing Price").

Fortified Securities ("Fortified") acted as sole broker and Shard Capital
Partners LLP is engaged as the placing agent ("Shard") to the Company for the
Fundraising and have entered into a placing agreement with the Company (the
"Placing Agreement").

Fortified has been granted a broker offer (the "Broker Offer") to raise up to
an additional £1m at the Placing Price.

Key Highlights:

· Placing and Subscription of £3 million received strong support from a
number of institutions, including several new entrants to the shareholder
register

· Defence's Directors have subscribed £350,000

· Broker Offer of up to £1m open until 07.00 on 30 May 2025

· Principal Use of Net Proceeds to fully enable Defence's development
strategy within the 4 core technology areas previously announced

· Conditional Placing, Conditional Subscription and Broker Offer are subject
to Shareholders' approval at a general meeting to be held no later than 30
June 2025 (the "General Meeting") as well as a published supplemental
prospectus (which is anticipated to be published on or prior to the date of
the General Meeting).

Brian Stockbridge, Co-Founder and Board Member of Defence Holdings PLC,
commented:

 

"Defence and its Directors welcome the support from Fortified Securities and
Shard Capital Partners in facilitating the capital needed to achieve the
Company's intended strategy across the four previously announced pillars
following unprecedented demand to be involved in the first defence only
focused company listed in London. We look forward to updating the market on
the closing of the broker option and the upcoming milestones for Defence with
its fully constituted specialist board of directors."

 

Introduction

The Company is pleased to announce that it has raised £3m, before expenses,
in an oversubscribed Fundraising at the Placing Price.

The Fundraise comprises a placing (the "Placing") of 923,076,923 new Ordinary
Shares ("Placing Shares") and subscription (the "Subscription"; together, the
"Fundraising") for 307,692,308 new Ordinary Shares ("Subscription Shares") at
the Placing Price.  which are subject to Shareholders' approval at the
General Meeting and the publication of a supplementary prospectus.

The Placing Price represents a discount of 31.57 per cent. to the closing
price per Ordinary Share of 0.475p at close of business on 29 May, being the
last practicable date prior to the announcement of the Placing. The New
Ordinary Shares will represent approximately 60.46 per cent. of the
Enlarged Issued Share Capital (assuming the Broker Offer (defined below) is
subscribed in full).

No warrants are being issued to participants in the Fundraising.

Broker Offer

Given the expedited nature of the bookbuild by the Broker and the time of the
year, the Directors have elected to grant Fortified a Broker Offer under which
Fortified will, as an authorised party by the Company and pursuant to the
Placing Agreement, seek to procure additional subscriptions for new Ordinary
Shares up to £1m subject to agreement between Fortified and the Company.
The Broker Offer opens immediately and will close at 07.00 on Friday 30 May
2025.

 

Fortified is authorised to market to professional and sophisticated investors
pursuant to its FCA regulated authorities. Shard is acting as Placing Agent
for the Fundraise.

 

A further announcement will be made following the end of the period during
which the Broker Offer is open.

 

Completion of the Conditional Placing, the Subscription and the Broker Offer
is conditional on, inter alia, resolutions being passed at the General Meeting
and the supplemental prospectus being published by the Company, as detailed in
the placing agreement executed by the Company, Fortified and Shard on 29 May
2025. The resolutions are required to provide the Directors authority to allot
the shares pursuant to the Conditional Placing, the Subscription Shares and
any Broker Offer Shares and disapplying statutory pre-emption rights in
relation to the issue of the such shares (collectively being the
"Resolutions").

 

The Placing, the Subscription and the Broker Offer have not been underwritten.

 

Timetable

 

A timetable of events is to be announced upon closing of the Fundraising.
However, the Directors anticipate the general meeting to approve the
Resolutions to be on or around 30 June 2025 with the publication of a
supplemental prospectus approved by the Financial Conduct Authority (as the
competent authority) to be on or around such date.

 

 

Related Party Transactions

 

Participation in Subscription

 

The participation in the Subscription by Brian Stockbridge and Derek Lew
constitute related party transactions. Details of their participation in the
Subscription is set out below.

 

 Name               Aggregate value of Subscription Shares subscribed for (£)   Number of Subscription Shares subscribed for  Number of Placing Warrants to be received
 Brian Stockbridge  £125,000                                                    38,461,538                                    0
 Derek Lew          £225,000                                                    69,230,769                                    0

 

The directors, in consultation with their legal counsel and other relevant
retained advisors, consider that the Subscription is fair and reasonable in so
far as Shareholders are concerned.

 

General Meeting

The Conditional Placing, the Subscription and the Broker Offer are subject to
the passing of Resolutions at the General Meeting.

The specifics of the General Meeting will be confirmed upon closing of the
Broker Offer and in the resulting circular to be submitted to the shareholders
of the Company.

Total Voting Rights

The Company's issued share capital consists of 804,984,029 shares with a
nominal value of £0.001 each, with voting rights ("Ordinary Shares").

The Company does not hold any Ordinary Shares in Treasury.

The above figure may be used by shareholders in the Company as the denominator
for the calculation by which they will determine if they are required to
notify their interest in, or a change to their interest in, the share capital
of the Company under the FCA's Disclosure Guidance and Transparency Rules.

 

Enquiries:

 Fortified Securities  Guy Wheatley                              +44 (0)7493 989014

 (Broker)              guy.wheatley@fortifiedsecurities.com

 

 Defence Holdings plc  Brian Stockbridge              +44 (0)20 3855 5551
                       press@defencetechnologies.com

 

About Defence Holdings PLC (ALRT)

Headquartered in London, Defence Holdings PLC is a publicly listed company
trading under the stock ticker (ALRT) dedicated to delivering high-performance
defence and security solutions for the UK and European markets. Leveraging
deep capital-markets expertise and a network of technology partners, the
Company intends to develop and acquire advanced sensors, AI-driven analytics,
secure communications and autonomous platforms that enhance the operational
advantage of its customers across land, sea, air, space and cyber domains.

Website:  (http://www.defencetechnologies.com) www.defencetechnologies.com
(http://www.defencetechnologies.com)

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  IOESEMFWUEISEFI