REG - DG Innovate PLC - Placing to raise £786,500

DG InnovateAnnouncement

09/05/2024 07:00

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RNS Number : 6945N  DG Innovate PLC  09 May 2024

THIS ANNOUNCEMENT (THE "ANNOUNCEMENT"), AND THE INFORMATION CONTAINED IN IT,
IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR FORWARDING,
IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR
ANY OTHER STATE OR JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF
THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. 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 SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN DG
INNOVATE 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 DG
INNOVATE PLC.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE MARKET
ABUSE REGULATION (EU NO. 596/2014) AS IT FORMS PART OF UK DOMESTIC LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED) ("MAR"). UPON
THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE,
THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

9 May 2024

DG Innovate plc

 

("DG Innovate" or the "Company")

 

Placing to raise £786,500

 

DG Innovate plc (LSE: DGI), the advanced research and development company
developing pioneering solutions in sustainable mobility and energy storage, is
pleased to announce that it has conditionally raised £786,500 (before
expenses), pursuant to a placing of 786,500,000 new ordinary shares of 0.01p
each ("Ordinary Shares") (the "Placing Shares") at a placing price of 0.10
pence per ordinary share (the "Placing Price"), with certain institutional and
other investors (the "Placing").

 

The Placing was cornerstoned by Norway's largest financial services group, DNB
ASA, which will hold 4.89% of the Company's enlarged issued ordinary share
capital on admission of the Placing Shares. The Placing was substantially
oversubscribed, with the Placing Shares broadly representing the remaining
Ordinary Shares available to be placed by the Company under the FCA's
Prospectus Regulation Rules without having to issue a prospectus.

 

Cavendish Capital Markets Limited ("Cavendish") acted as sole bookrunner to
the Placing ("Sole Bookrunner").

 

The Placing Price represents a discount of approximately 11.11 per cent. to
the closing mid-market price of 0.1125 pence per Ordinary Share on 8 May 2024
(being the last business day before the release of this Announcement).

 

The net proceeds from the Placing will provide the Company with short term
funding to support the establishment of the joint venture with EVage
Automotive Pvt. Limited ("EVage") and other commercial strategies, and also to
strengthen the Company's balance sheet ahead of a proposed move to the AIM
market of the London Stock Exchange and an associated fundraise.

 

The Company has the authority to issue and allot the Placing Shares pursuant
to certain existing shareholder authorities granting such powers to the
directors at the Company's Annual General Meeting held on 19 July 2023.

 

As announced on 29 April 2024, Martin Boughtwood notified the Company that his
wife, Denise Boughtwood, had undertaken a number of trades in the Company's
Ordinary Shares that had not been previously notified or otherwise disclosed
to the Company as required by MAR. The Company confirms that it is well
advanced in its investigation and further announcements will be made in due
course as appropriate.

 

Details of the Placing and the Placing Agreement

 

Under the terms of a placing agreement entered into today between Cavendish
and the Company (the "Placing Agreement"), Cavendish has conditionally agreed
to use its reasonable endeavours to procure subscribers for the Placing Shares
to raise £786,500.

 

Cavendish has conditionally placed the Placing Shares with certain
institutional investors at the Placing Price. The Placing is not being
underwritten by Cavendish.

 

The Placing has raised gross proceeds of £786,500 through the Placing of the
Placing Shares at the Placing Price. The Placing Price represents a discount
of 11.11 per cent. to the closing mid-market price of 0.1125 pence per
Ordinary Share on 8 May 2024 (being the last business day before the release
of this Announcement).

 

The Placing Shares will represent approximately 7.12 per cent. of the
Company's issued ordinary share capital on Admission.

 

The Placing is conditional, inter alia, on:

 

·      The Placing Agreement not having been terminated in accordance
with its terms prior to Admission (as defined below) of the Placing Shares to
trading on the Main Market of the London Stock Exchange; and

 

·      Admission becoming effective by no later than 8.00 a.m. on 14 May
2024 or such later time and/or date as the Company and Cavendish may agree
(being no later than 8.00 a.m. on 3 June 2024).

 

The Placing Agreement contains customary warranties given by the Company to
Cavendish as to matters in relation to, inter alia, the accuracy of
information in this announcement and other matters relating to DG Innovate and
its business. In addition, the Company has provided a customary indemnity to
Cavendish in respect of liabilities arising out of or in connection with the
Placing.

 

Cavendish is entitled to terminate the Placing Agreement in certain
circumstances prior to Admission, including where any of the warranties are
found not to be true or accurate or were misleading in any respect, the
failure of the Company to comply in any material respect with any of its
obligations under the Placing Agreement, the occurrence of certain force
majeure events or a material adverse change in the business of the Company or
in financial or trading position or prospects of the Company.

 

Admission, Settlement, Dealings and Total Voting Rights

 

The Placing Shares will be issued credited as fully paid and will rank pari
passu with the Company's existing Ordinary Shares. The Placing Shares are not
being made available to the public and are not being offered or sold in any
jurisdiction where it would be unlawful to do so.

 

Application has been made for the Placing Shares to be admitted to the
Official List of the FCA and admitted to trading on the Main Market of the
London Stock Exchange ("Admission"). It is expected that Admission will become
effective and dealings in the New Ordinary Shares will commence at 8.00 a.m.
on 14 May 2024.

 

Upon Admission, the Company's issued share capital will consist of
11,050,248,440 Ordinary Shares with one voting right each. The Company holds
357,142 Ordinary Shares in treasury. Therefore, the total number of voting
rights in the Company will be 11,049,891,298. With effect from Admission, this
figure may be used by shareholders in the Company 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 share capital of the
Company under the FCA's Disclosure Guidance and Transparency Rules.

 

Enquiries:

 

 DG innovate plc                                         C/O IFC

 Peter Bardenfleth-Hansen (CEO)

 Jack Allardyce (CFO)

 IFC Advisory (Investor Relations)                       020 3934 6630

 Tim Metcalfe

 Zach Cohen

 FGS Global (Public Relations)                           020 7251 3801

 Rollo Head

 Gordon Simpson

 Alessandro M Rubin

 Grant Thornton UK LLP (Financial Adviser)               020 7383 5100

 Samantha Harrison

 Jamie Barklem

 Ciara Donnelly

 Cavendish Capital Markets Limited (Corporate Broker)    020 7220 0500

 Adrian Hadden / George Lawson (Corporate Finance)

 Michael Johnson (Sales)

 

This Announcement is released by DG Innovate plc and contains inside
information for the purposes of Article 7 of MAR, and is disclosed in
accordance with the Company's obligations under Article 17 of MAR.

 

Market soundings (as defined in MAR) were taken in respect of the Placing with
the result that certain persons became aware of inside information (as defined
in MAR), as permitted by MAR.  This inside information is set out in this
Announcement. Therefore, those persons that received inside information in a
market sounding are no longer in possession of such inside information
relating to the Company and its securities.

 

For the purposes of MAR, Article 2 of Commission Implementing Regulation (EU)
2016/1055 and the UK version of such implementing regulation (as amended), the
person responsible for arranging for the release of this Announcement on
behalf of the Company is Jack Allardyce, Chief Executive Officer.

 

 

IMPORTANT NOTICES

 

The distribution of this Announcement and any other documentation associated
with the Placing into jurisdictions other than the United Kingdom may be
restricted by law.  Persons into whose possession these documents come should
inform themselves about and observe any such restrictions.  Any failure to
comply with these restrictions may constitute a violation of the securities
laws or regulations of any such jurisdiction.  In particular, such documents
should not be distributed, forwarded to or transmitted, directly or
indirectly, in whole or in part, in, into or from the United States,
Australia, Canada, Japan or the Republic of South Africa or any other
jurisdiction where to do so may constitute a violation of the securities laws
or regulations of any such jurisdiction (each a "Restricted Jurisdiction").

 

This Announcement is not an offer of securities for sale into the United
States.  The Placing Shares have not been and will not be registered under
the US Securities Act 1933 as amended (the "US Securities Act") or with any
securities regulatory authority of any state or other jurisdiction of the
United States and, accordingly, may not be offered, sold, resold, taken up,
transferred, delivered or distributed, directly or indirectly, within the
United States except pursuant to an applicable exemption from, or in a
transaction not subject to, the registration requirements of the US Securities
Act and in compliance with any applicable securities laws of any state or
other jurisdiction of the United States. There will be no public offer of the
Placing Shares in the United States.

 

The Placing Shares are being offered and sold only in "offshore transactions"
outside the US in reliance on, and in accordance with, Regulation S under the
US Securities Act.  The Placing Shares have not been approved or disapproved
by the US Securities and Exchange Commission, any state securities commission
in the US or any other US regulatory authority, nor have any of the foregoing
authorities passed upon or endorsed the merits of the offering of the Placing
Shares or the accuracy or adequacy of this Announcement.

 

 

This Announcement is for information purposes only and 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 any jurisdiction and
should not be relied upon in connection with any decision to subscribe for or
acquire any of the Placing Shares (as the case may be).  In particular, this
Announcement 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.

 

This Announcement has been issued by, and is the sole responsibility of, the
Company. 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 Cavendish. Subject to the Listing 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 contained
in it is correct at any subsequent date.

 

Cavendish, which is authorised and regulated in the United Kingdom by the
Financial Conduct Authority, is acting exclusively for the Company and no one
else 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 its clients or for providing advice in
relation to the Placing or any matters referred to in this Announcement.

 

Apart from the responsibilities and liabilities, if any, which may be imposed
on Cavendish  by the Financial Services and Markets Act 2000 or the
regulatory regime established thereunder, Cavendish does not accept any
responsibility whatsoever for the contents of this Announcement, and makes no
representation or warranty, express or implied, for the contents of this
Announcement, including its accuracy, completeness or verification, or for any
other statement made or purported to be made by it, or on its behalf, in
connection with the Company or the Placing Shares or the Placing, and nothing
in this Announcement is or shall be relied upon as, a promise or
representation in this respect whether as to the past or future. Cavendish
accordingly disclaims to the fullest extent permitted by law all and any
liability whether arising in tort, contract or otherwise (save as referred to
above) which it might otherwise have in respect of this Announcement or any
such statement.

 

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 or earnings per share of the Company for the
current or future financial years would necessarily match or exceed the
historical published earnings or earnings per share of the Company.

 

This Announcement may include statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "plans", "projects", "anticipates", "expects",
"intends", "may", "will", or "should" or, in each case, their negative or
other variations or comparable terminology. These forward-looking statements
include matters that are not historical facts. They appear in a number of
places throughout this Announcement and include statements regarding the
Directors' current intentions, beliefs or expectations concerning, among other
things, the Company's results of operations, financial condition, liquidity,
prospects, growth, strategies and the Company's markets. By their nature,
forward-looking statements involve risk and uncertainty because they relate to
future events and circumstances. Actual results and developments could differ
materially from those expressed or implied by the forward-looking statements.
Forward-looking statements may and often do differ materially from actual
results. Any forward-looking statements in this Announcement are based on
certain factors and assumptions, including the Directors' current view with
respect to future events and are subject to risks relating to future events
and other risks, uncertainties and assumptions relating to the Company's
operations, results of operations, growth strategy and liquidity. Whilst the
Directors consider these assumptions to be reasonable based upon information
currently available, they may prove to be incorrect. Save as required by
applicable law or regulation, the Company undertakes no obligation to release
publicly the results of any revisions to any forward-looking statements in
this Announcement that may occur due to any change in the Directors'
expectations or to reflect events or circumstances after the date of this
Announcement.

 

Information to Distributors

 

UK product governance

 

Solely for the purposes of the product governance requirements contained
within of Chapter 3 of the FCA Handbook Production Intervention and Product
Governance Sourcebook (the "UK Product Governance Requirements"), and
disclaiming all and any liability, whether arising in tort, contract or
otherwise, which any "manufacturer" (for the purposes of the UK 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 securities are: (i) compatible with an end target market of
investors who meet the criteria of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each as defined
in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii)
eligible for distribution through all distribution channels (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
distributors (for the purposes of UK Product Governance Requirements) should
note that: (a) the price of the Placing Shares may decline and investors could
lose all or part of their investment; (b) the Placing Shares offer no
guaranteed income and no capital protection; and (c) 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, Cavendish 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
Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business
Sourcebook; 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.

 

Neither the content of the Company's website nor any website accessible by
hyperlinks to the Company's website is incorporated in, or forms part of, this
Announcement.

 

Certain figures contained in this Announcement, including financial
information, have been subject to rounding adjustments. Accordingly, in
certain instances, the sum or percentage change of the numbers contained in
this Announcement may not conform exactly with the total figure given.

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