REG - Eagle Eye Sol Gp PLC - Results of £7m Placing

Eagle Eye SolutionsAnnouncement

16/11/2022 12:15

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RNS Number : 6529G  Eagle Eye Solutions Group PLC  16 November 2022

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, JAPAN, THE
REPUBLIC OF SOUTH AFRICA, NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE
IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL OR A SOLICITATION TO BUY SECURITIES
IN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA
AND NEW ZEALAND OR IN ANY OTHER JURISDICTION IN WHICH SUCH OFFER, SOLICITATION
OR SALE WOULD BE UNLAWFUL OR ‎CONTRAVENE ANY REGISTRATION OR QUALIFICATION
REQUIREMENTS UNDER THE SECURITIES LAWS OF ANY SUCH ‎JURISDICTION‎. NEITHER
THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE
RELIED UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER IN ANY
JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
REGULATION 2014/596/EU AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR").

LEI: 2138002S1AIBVVMZ7A21

For immediate release

16 November 2022

 

Eagle Eye Solutions Group plc

("Eagle Eye" or the "Company")

Results of £7m Placing

 

 

Eagle Eye Solutions Group plc (AIM: EYE) ("Eagle Eye", the "Company" or the
"Group"), a leading SaaS technology company that creates digital connections
enabling personalised, real-time marketing through coupons, loyalty, apps,
subscriptions and gift services, is pleased to announce the successful
completion of the placing of new ordinary shares of 1p each in the capital of
the Company ("Ordinary Shares") (the "Placing Shares") announced on 16
November 2022 in relation to the proposed acquisition of Untie Nots (the
"Placing").

A total of 1,261,261 Placing Shares have been placed by Investec and Shore
Capital, with investors and certain directors at a price of 555.0 pence per
Placing Share (the "Placing Price"). The Placing Price represents a discount
of approximately 3.9 per cent. to the closing middle market share price of
577.5 pence on 15 November 2022.

The total gross proceeds from the Placing are approximately £7.0 million and
the Placing was very well supported by existing and new shareholders. The
Placing Shares will, when issued, be credited as fully paid and will
rank pari passu in all respects with the existing Ordinary Shares. The
Placing Shares being issued represent approximately 4.8 per cent. of the
existing issued Ordinary Shares prior to the Placing.

Application has been made to the London Stock Exchange for the Placing Shares
to be admitted to trading on AIM ("Admission"). It is expected that Admission
will take place at 8.00 a.m. on 18 November 2022 (or such date as may be
agreed between the Company and the Joint Bookrunners, being no later than 8.00
a.m. on 2 December 2022).

The Placing is conditional upon, amongst other things, Admission becoming
effective, and the Placing Agreement not being terminated in accordance with
its terms.

Directors' participation in the Placing

The following Directors subscribed for, in aggregate, 66,143 Placing Shares at
the Placing Price, for an aggregate subscription amount of £0.4m as set out
below:

 Name                 Role                     Existing holding of Ordinary Shares  Number of Placing Shares subscribed for  Resultant holding of Ordinary Shares on Admission  Percentage of issued Ordinary Shares held on Admission*
 Tim Mason            Chief Executive Officer  318,534                              10,000                                   328,534                                            1.2
 Lucy Sharman-Munday  Chief Financial Officer  39,770                               6,000                                    45,770                                             0.2
 David Aylmer         Chief Operating Officer  21,394                               6,000                                    27,394                                             0.1
 Malcolm Wall         Non-Executive Chairman   37,529                               3,603                                    41,132                                             0.1
 Sir Terry Leahy      Non-Executive Director   2,420,970                            36,036                                   2,457,006                                          8.9
 Robert Senior        Non-Executive Director   27,190                               4,504                                    31,694                                             0.1

* Before the issue of the Initial Consideration Shares and assuming that no
further Ordinary Shares have been issued other than the Placing Shares.

 

Total Voting Rights

Following Admission, the total number of issued Ordinary Shares will be
27,688,672. The Company holds no shares in treasury and, therefore, the total
number of voting rights in the Company will be 27,688,672 following Admission,
and 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 FCA's
Disclosure Guidance and Transparency Rules.

Capitalised terms used in this announcement ("Announcement") have the
meanings given to them in the announcement made by Eagle Eye on 16 November
2022 at 8:05 am titled "Proposed Acquisition and Launch of Placing" ("Launch
Announcement"), unless the context provides otherwise.

 

Enquiries:

 Eagle Eye Solutions Group plc                                             Tel: 0844 824 3686
 Tim Mason, Chief Executive Officer
 Lucy Sharman-Munday, Chief Financial Officer

 Investec Bank plc (Sole Financial Adviser, Nominated Adviser & Joint      Tel: +44 20 7597 5970
 Bookrunner)
 Corporate Broking & PLC Advisory: David Anderson, Nick Prowting

 M&A Advisory: Sebastian Lawrence, Pippa Harries

 Shore Capital (Joint Bookrunner)                                          Tel: +44 20 7408 4090
 Corporate Advisory: Daniel Bush, David Coaten, Lucy Bowden

 Corporate Broking: Henry Willcocks

 Alma PR (Financial PR)                                                    Tel: +44 20 3405 0205
 Caroline Forde, Hannah Campbell

 

This announcement contains inside information and for the purposes of MAR and
Article 2 of Commission Implementing Regulation (EU) 2016/1055 (as it forms
part of the laws of the United Kingdom by virtue of the European Union
(Withdrawal) Act 2018, as amended from time to time), the person responsible
for arranging for the release of this Announcement on behalf of the Company
is Lucy Sharman-Munday, Chief Financial Officer.

This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notices"
section of this Announcement.

 

IMPORTANT NOTICES

 

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE OR SUBSCRIPTION INTO
THE UNITED STATES. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION
OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS,
ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (THE "UNITED
STATES" OR THE "US") EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES.  NO PUBLIC OFFERING OF THE PLACING SHARES
IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.

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 OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN,
THE REPUBLIC OF SOUTH AFRICA OR NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH
SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

The distribution of this Announcement and/or the Placing and/or issue of the
Placing Shares in certain jurisdictions may be restricted by law.  No action
has been taken by the Company, Investec, Shore Capital or any of their
respective affiliates, agents, directors, officers, consultants, partners or
employees ("Representatives") 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, Investec and Shore Capital to
inform themselves about and to observe any such restrictions.

This Announcement or any part of it 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 the
United States, Australia, Canada, Japan, the Republic of South Africa or New
Zealand 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.

The Placing Shares have not been approved or disapproved by the US Securities
and Exchange Commission, any state securities commission or other regulatory
authority in the United States, 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, the Japanese Ministry of
Finance or the Financial Markets Authority of New Zealand; the relevant
clearances have not been, and will not be, obtained from 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 the United States, Australia, Canada,
Japan, the Republic of South Africa or New Zealand.  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, the Republic of South
Africa or New Zealand or any other jurisdiction outside the United Kingdom.

Investec, is authorised by the Prudential Regulation Authority (the "PRA") and
regulated by the Financial Conduct Authority (the "FCA") and the PRA in the
United Kingdom. Investec Europe Limited (trading as Investec Europe)
("Investec Europe"), acting as agent on behalf of Investec Bank in certain
jurisdictions in the European Economic Area (together Investec Bank and
Investec Europe hereinafter referred to as "Investec"), is regulated in
Ireland by the Central Bank of Ireland.  Investec is acting as sole financial
adviser, nominated adviser and joint bookrunner exclusively for the Company
and no one else in connection with the Placing and the Acquisition, and
Investec 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 in relation to the Placing and the Acquisition or any other
matters referred to in this Announcement. 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 Investec or by any of
its Representatives   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. Investec's responsibilities as
the Company's nominated adviser under the AIM Rules for Nominated Advisers are
owed solely to London Stock Exchange plc and are not owed to the Company or to
any director of the Company or to any other person.

Shore Capital Stockbrokers Limited and Shore Capital and Corporate Limited
(together "Shore Capital"), are authorised and regulated by the Financial
Conduct Authority in the United Kingdom and are acting exclusively for the
Company and no one else in connection with the Placing and the Acquisition,
and Shore Capital 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 in relation to the Placing and the Acquisition or any
other matters referred to in this Announcement. 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 Shore Capital or by any
of its Representatives 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 therefor is expressly disclaimed.

None of the information in this Announcement has been independently verified
or approved by the Joint Bookrunners or any of their respective directors,
officers, partners, agents, employees, affiliates, advisors, consultants, or
persons connected with them as defined in the Financial Services and Markets
Act 2000, as amended ("FSMA") (together, "Affiliates"). Save for any
responsibilities or liabilities, if any, imposed on the Joint Bookrunners by
FSMA or by the regulatory regime established under it, no responsibility or
liability whatsoever whether arising in tort, contract or otherwise, is
accepted by the Joint Bookrunners or any of their respective Affiliates
whatsoever for the contents of the information contained in this Announcement
(including, but not limited to, any errors, omissions or inaccuracies in the
information or any opinions) or for any other statement made or purported to
be made by or on behalf of the Joint Bookrunners or any of their respective
Affiliates in connection with the Company, the Placing Shares, the Placing,
the Acquisition or for any loss, cost or damage suffered or incurred howsoever
arising, directly or indirectly, from any use of this Announcement or its
contents or otherwise in connection with this Announcement or from any acts or
omissions of the Company in relation to the Placing or the Acquisition. The
Joint Bookrunners and their respective Affiliates accordingly disclaim all and
any responsibility and liability whatsoever, whether arising in tort, contract
or otherwise (save as referred to above) in respect of any statements or other
information contained in this Announcement and no representation or warranty,
express or implied, is made by the Joint Bookrunners or any of their
respective Affiliates as to the accuracy, completeness or sufficiency of the
information contained in this Announcement.

No statement in this Announcement is intended to be a profit forecast or
estimate, and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of the Company.

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, and persons
needing advice should consult an independent financial adviser.

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. Any investment decision to buy Placing
Shares in the Placing must be made solely on the basis of publicly available
information, which has not been independently verified by the Joint
Bookrunners. This Announcement is not intended to provide the basis for any
decision in respect of the Company or other evaluation of any securities of
the Company or any other entity and should not be considered as a
recommendation that any investor should subscribe for, purchase, otherwise
acquire, sell or otherwise dispose of any such securities. Recipients of this
Announcement who are considering acquiring Placing Shares pursuant to the
Placing are reminded that they should conduct their own investigation,
evaluation and analysis of the business, data and property described in this
Announcement.  Any indication in this Announcement of the price at which the
Company's shares have been bought or sold in the past cannot be relied upon as
a guide to future performance. The price and value of securities can go down
as well as up.

The contents of this Announcement are not to be construed as legal, business,
financial or tax advice. Each shareholder or prospective investor should
consult with his or her or its own legal adviser, business adviser, financial
adviser or tax adviser for legal, financial, business or tax advice.

In connection with the Placing, the Joint Bookrunners and any of their
respective Affiliates, acting as investors for their own account, may take up
a portion of the Placing Shares in the Placing as a principal position and in
that capacity may retain, purchase, sell, offer to sell for the own accounts
or otherwise deal for their own account in such Placing Shares and other
securities of the Company or related investments in connection with the
Placing or otherwise. Accordingly, references to Placing Shares being offered,
acquired, placed or otherwise dealt in should be read as including any issue
or offer to, or acquisition, placing or dealing by, the Joint Bookrunners and
any of their Affiliates acting in such capacity. In addition, the Joint
Bookrunners and any of their respective Affiliates may enter into financing
arrangements (including swaps, warrants or contracts for difference) with
investors in connection with which the Joint Bookrunners and any of their
respective Affiliates may from time to time acquire, hold or dispose of
shares. The Joint Bookrunners do not intend to disclose the extent of any such
investment or transactions otherwise than in accordance with any legal or
regulatory obligations to do so.

The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than to trading on AIM.

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.

FORWARD LOOKING STATEMENTS

This Announcement may contain, or may be deemed to contain, "forward-looking
statements" with respect to certain of the Company's plans and its current
goals and expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results.  Forward-looking
statements sometimes use words such as "aim", "anticipate", "target",
"expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may",
"could", "outlook" or other words of similar meaning.  By their nature, all
forward-looking statements involve risk and uncertainty because they relate to
future events and circumstances which are beyond the control of the Company,
including amongst other things, United Kingdom domestic and global economic
business conditions, market-related risks such as fluctuations in interest
rates and exchange rates, the policies and actions of governmental and
regulatory authorities, the effect of competition, inflation, deflation, the
timing effect and other uncertainties of future acquisitions or combinations
within relevant industries, the effect of tax and other legislation and other
regulations in the jurisdictions in which the Company and its affiliates
operate, the effect of volatility in the equity, capital and credit markets on
the Company's profitability and ability to access capital and credit, a
decline in the Company's credit ratings; the effect of operational risks; and
the loss of key personnel.  As a result, the actual future financial
condition, performance and results of the Company may differ materially from
the plans, goals and expectations set forth in any forward-looking
statements.  Any forward-looking statements made in this Announcement by or
on behalf of the Company speak only as of the date they are made.  Except as
required by applicable law or regulation, the Company and the Joint
Bookrunners expressly disclaim any obligation or undertaking to publish any
updates or revisions to any forward-looking statements contained in this
Announcement to reflect any changes in the Company's expectations with regard
thereto or any changes in events, conditions or circumstances on which any
such statement is based.

 

Notification and public disclosure of transactions by persons discharging
managerial responsibilities ("PDMRs") and persons closely associated ("PCAs")
with them

 1    Details of the person discharging managerial responsibilities / person closely
      associated
 a)   Name                                                         1. Tim Mason

                                                                   2. Lucy Sharman-Munday

                                                                   3. David Aylmer

                                                                   4. Malcolm Wall

                                                                   5. Sir Terry Leahy

                                                                   6. Robert Senior

 2    Reason for the notification
 a)   Position/status                                              1. Chief Executive Officer

                                                                   2. Chief Financial Officer

                                                                   3. Chief Operating Officer

                                                                   4. Non-Executive Chairman

                                                                   5. Non-Executive Director

                                                                   6. 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                                                         Eagle Eye Solutions Group plc
 b)   LEI                                                          2138002S1AIBVVMZ7A21
 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 1p each

      Identification code

                                                                   GB00BKF1YD83
 b)   Nature of transaction                                        Purchase of Ordinary Shares
 c)   Price(s) and volume(s)                                       Price(s)                     Volume(s)
                                                                   555p per ordinary share      1. 10,000

                                                                                                2. 6,000

                                                                                                3. 6,000

                                                                                                4. 3,603

                                                                                                5. 36,036

                                                                                                6. 4,504

      Aggregated information                                       N/A

      -      Aggregated volume

      -      Price
 e)   Date of the transaction                                      16 November 2022

 f)   Place of the transaction                                     London Stock Exchange

 

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