REG - EMV Capital PLC - Close of Fundraising and Result of Retail Offer

EMV CapitalAnnouncement

05/12/2024 07:00

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RNS Number : 8786O  EMV Capital PLC  05 December 2024

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, OUTSIDE OF THE UK.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) 596/2014 WHICH FORMS PART OF THE LAWS OF
ENGLAND AND WALES PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (UK
MAR). UPON PUBLICATION OF THIS ANNOUNCEMENT THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE WITHIN THE PUBLIC DOMAIN.

 

5 December 2024

 

EMV Capital plc

("EMVC" or the "Company")

 

Close of oversubscribed Fundraising

and

Result of WRAP Retail Offer

 

EMV Capital plc (AIM: EMVC), the deeptech and life sciences VC investment
group, is pleased to announce, further to the announcements made on 3 December
2024, the closing of the Retail Offer and the final result of its
oversubscribed Fundraising at the Issue Price of £0.50 pence per New Share.
The Company has raised aggregate gross proceeds of £1.5 million, of which
£932,752 was raised pursuant to the Subscription and £567,248 was raised
pursuant to the Retail Offer.

Accordingly, the Company will issue a total of 3,000,000 New Shares at the
Issue Price (1,865,504 pursuant to the Subscription and 1,134,496 pursuant to
the Retail Offer). Terms defined in the Company's announcement of the
Fundraising have the same meanings in this announcement.

The gross proceeds of the Subscription increased from £880,000 as announced
on 3 December 2024 to £932,752 following the Company's receipt of a further
subscription for 105,504 New Shares at the Issue Price (raising additional
proceeds of £52,752).

Dr Ilian Iliev, CEO of EMV Capital and Investment Director of Q-Bot,
commented:

"We are pleased to close our oversubscribed fundraising, at a notable premium
in this difficult macro-economic climate where we are aware of many other
fundraisings being at a substantial discount. This has been possible due to
EMV Capital Partners and its introduction of supportive existing and
qualifying new investors, many of whom frequently participate in the funding
of our portfolio companies. I welcome our new shareholders, and we look
forward to deploying the funds raised to develop the Company's growth
strategy."

Related Party Transactions

Charles Spicer (Non-Executive Chair) and Ed Hooper (Executive Director) have
participated in the Retail Offer by subscribing for New Shares (40,000 and
180,000 respectively) at the Issue Price via their respective Self-Invested
Personal Pensions.

Charles Spicer and Ed Hooper are deemed to be related parties pursuant to Rule
13 of the AIM Rules for Companies and their participation in the Fundraising
(as described above) is a related party transaction for the purposes of such
Rule (Directors' Retail Offer RPT).

The table below summarises the interests of each of Charles Spicer and Ed
Hooper in the Fundraising.

 Director        Existing beneficial shareholding  New Shares subscribed for  Shareholding on Admission  Shareholding as a percentage of the enlarged share capital upon Admission
 Charles Spicer  16,286                            40,000                     56,286                     0.21%
 Ed Hooper       122,000                           180,000                    302,000                    1.10%

AIM Rule 13 fair and reasonable opinion

Jonathan Robinson, being the Director who is independent of the Directors'
Retail Offer RPT, having consulted with the Company's nominated adviser,
Panmure Liberum Limited, considers the terms of the Directors' Retail Offer
RPT to be fair and reasonable insofar as the Company's shareholders are
concerned.

PDMR dealing

In addition, certain other PDMRs of the Company have subscribed for 72,800 New
Shares at the Issue Price. Further details outlined at the end of this
announcement.

Admission and Total Voting Rights

Application has been made to London Stock Exchange plc for the admission to
trading on AIM of 3,000,000 New Shares (Admission). It is expected that
Admission will become effective and dealings will commence at 8.00 a.m. on or
around 9 December 2024.

Upon Admission, the Company's issued ordinary share capital will consist of
27,357,555 Ordinary Shares with one voting right each. The Company does not
hold any Ordinary Shares in treasury. Therefore, from Admission the total
number of Ordinary Shares and voting rights in the Company will be 27,357,555.
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 Company under the FCA's Disclosure Guidance and Transparency
Rules.

The New Shares to be issued pursuant to the Retail Offer will be issued free
of all liens, charges and encumbrances and will, on Admission, rank pari passu
in all respects with the New Shares to be issued pursuant to the Subscription
and the Company's existing Ordinary Shares.

 

The person responsible for arranging the release of this announcement on
behalf of the Company is Ed Hooper, Executive Director and General Counsel of
the Company.

 

 For more information, please contact:

 EMV Capital plc                                                                 via Rosewood
 Ilian Iliev, CEO

 Panmure Liberum (UK) Limited (NOMAD and Broker)                                 +44 (0)20 7886 2500
 Emma Earl / Will Goode / Freddy Crossley / Mark Rogers (Corporate Finance)
 Rupert Dearden (Corporate Broking)

 Rosewood (Financial PR)                                                         +44 (0)20 7653 8702
 John West / Llewellyn Angus / Lily Pearce

 Winterflood Retail Access Platform                                              WRAP@winterflood.com
 Joe Winkley, Sophia Bechev                                                      0203 100 0286

Further information on the Company can be found on its website at
emvcapital.com.

 

The Company's LEI is 213800N5WD46G1Y7I458.

 

This announcement should be read in its entirety. In particular, the
information in the "Important Notices" section of the announcement should be
read and understood.

 

Important Notices

 

The content of this announcement has been prepared by and is the sole
responsibility of the Company.

 

This announcement and the information contained herein is for release into the
UK only. No offering (initial public offers or otherwise) is being made to any
investors outside of the UK.

 

The WRAP Retail Offer Shares have not been and will not be registered under
the US Securities Act of 1933, as amended (US Securities Act) or under the
applicable state securities laws of the United States and may not be offered
or sold directly or indirectly in or into the United States. No public
offering of the WRAP Retail Offer Shares is being made in the United States.
The WRAP Retail Offer Shares are being offered and sold outside the United
States in "offshore transactions", as defined in, and in compliance with,
Regulation S under the US Securities Act (Regulation S) to non-US persons
(within the meaning of Regulation S). In addition, the Company has not been,
and will not be, registered under the US Investment Company Act of 1940, as
amended.

 

The distribution of this announcement may be restricted by law in certain
jurisdictions and persons into whose possession any document or other
information referred to herein comes should inform themselves about and
observe any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.

 

WRAP is a proprietary technology platform owned and operated by Winterflood
Securities Ltd (registered address at Riverbank House, 2 Swan Lane, London
EC4R 3GA; FRN 141455). Winterflood Securities Ltd (Winterflood) is authorised
and regulated in the United Kingdom by the Financial Conduct Authority.
Winterflood is acting exclusively for the Company and for no one else and will
not regard any other person (whether or not a recipient of this announcement)
as its client in relation to the WRAP Retail Offer and will not be responsible
to anyone other than the Company for providing the protections afforded to its
clients, nor for providing advice in connection with the WRAP Retail Offer,
Admission and the other arrangements referred to in this announcement.

 

An investment in the Company will place capital at risk. The value of
investments, and any income, can go down as well as up, so investors could get
back less than the amount invested.  Neither past performance nor any
forecasts should be considered a reliable indicator of future results.  The
value of Ordinary Shares and the income from them is not guaranteed and can
fall as well as rise due to stock market movements. When you sell your
investment, you may get back less than you originally invested. Returns may
increase or decrease as a result of currency fluctuations.  Any indication in
this announcement of the price at which the Ordinary Shares have been bought
or sold in the past cannot be relied upon as a guide to future performance.

 

Certain statements in this announcement are forward-looking statements which
are based on the Company's expectations, intentions and projections regarding
its future performance, anticipated events or trends and other matters that
are not historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "intend", "estimate", "expect"
and words of similar meaning, include all matters that are not historical
facts. These forward-looking statements involve risks, assumptions and
uncertainties that could cause the actual results of operations, financial
condition, liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from the
impression created by the forward-looking statements. These statements are not
guarantees of future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking statements.
Given those risks and uncertainties, prospective investors are cautioned not
to place undue reliance on forward-looking statements.

 

These forward-looking statements speak only as at the date of this
announcement and cannot be relied upon as a guide to future performance. The
Company and Winterflood expressly disclaim any obligation or undertaking to
update or revise any forward-looking statements contained herein to reflect
actual results or any change in the assumptions, conditions or circumstances
on which any such statements are based unless required to do so by the
Financial Conduct Authority, the London Stock Exchange or applicable law.

 

The information in this announcement is for background purposes only and does
not purport to be full or complete. None of Winterflood or any of its
affiliates, accepts any responsibility or liability whatsoever for, or makes
any representation or warranty, express or implied, as to this announcement,
including the truth, accuracy or completeness of the information in this
announcement (or whether any information has been omitted from the
announcement) or any other information relating to the Company or associated
companies, whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available or for any loss howsoever arising from
any use of the announcement or its contents or otherwise arising in connection
therewith. Winterflood and its affiliates, disclaim all and any liability
whether arising in tort, contract or otherwise which they might otherwise be
found to have in respect of this announcement or its contents or otherwise
arising in connection therewith.

 

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.

 

EMV Capital Partners Limited (EMVCP) is authorised and regulated by the FCA in
the United Kingdom. EMVCP is acting solely as broker and bookrunner
exclusively for the Company and no one else in connection with the
Subscription and the introduction of certain investors to the WRAP Retail
Offer and will not regard any other person (whether or not a recipient of this
announcement) as its client in relation thereto nor will it be responsible to
anyone other than the Company for providing the protections afforded to its
clients. Apart from the responsibilities and liabilities, if any, which may be
imposed on EMVCP by FSMA or the regulatory regime established thereunder,
EMVCP accepts no responsibility whatsoever, and makes no representation or
warranty, express or implied, for the Subscription or the WRAP Retail Offer or
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 behalf of it, the Company or any other person, in connection with the
Company and the contents of this announcement, whether as to the past or the
future. EMVCP accordingly disclaims all and any liability whatsoever, whether
arising in tort, contract or otherwise (save as referred to above), which it
might otherwise have in respect of the contents of this announcement or any
such statement.

 

 

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING
MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

 

 

 1    Details of the person discharging managerial responsibilities / person closely

    associated

 a)   Name                                                         Charles Spicer
 2    Reason for the notification
 a)   Position/status                                              Director
 b)   Initial notification /Amendment                              Initial Notification

 3    Details of the issuer, emission allowance market participant, auction

    platform, auctioneer or auction monitor

 a)   Name                                                         EMV Capital plc
 b)   LEI                                                          213800N5WD46G1Y7I458
 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  EMVC 5p Ordinary Shares

      Identification code

                                                                   GB00BN4R5Q82
 b)   Nature of the transaction                                    Subscription for new Ordinary Shares into SIPP
 c)   Price(s) and volume(s)

Price(s)  Volume(s)

                                                                   £0.50     40,000 shares

 
 d)   Aggregated information                                       N/a

       - Aggregated volume

       - Price

 e)   Date of the transaction                                      4 December 2024

 f)   Place of the transaction                                     UK AIM

 

d)

 

Aggregated information

 - Aggregated volume

 

 - Price

 

N/a

e)

 

Date of the transaction

4 December 2024

f)

 

Place of the transaction

UK AIM

 

 

 1    Details of the person discharging managerial responsibilities / person closely

    associated

 a)   Name                                                         Ed Hooper
 2    Reason for the notification
 a)   Position/status                                              Director
 b)   Initial notification /Amendment                              Initial Notification

 3    Details of the issuer, emission allowance market participant, auction

    platform, auctioneer or auction monitor

 a)   Name                                                         EMV Capital plc
 b)   LEI                                                          213800N5WD46G1Y7I458
 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  EMVC 5p Ordinary Shares

      Identification code

                                                                   GB00BN4R5Q82
 b)   Nature of the transaction                                    Subscription for new Ordinary Shares into SIPP
 c)   Price(s) and volume(s)

Price(s)  Volume(s)

                                                                   £0.50     180,000 shares

 
 d)   Aggregated information                                       N/a

       - Aggregated volume

       - Price

 e)   Date of the transaction                                      4 December 2024

 f)   Place of the transaction                                     UK AIM

 

d)

 

Aggregated information

 - Aggregated volume

 

 - Price

 

N/a

 

e)

 

Date of the transaction

4 December 2024

f)

 

Place of the transaction

UK AIM

 

 

 1    Details of the person discharging managerial responsibilities / person closely

    associated

 a)   Name                                                         Stephen Crower
 2    Reason for the notification
 a)   Position/status                                              PDMR (CFO)
 b)   Initial notification /Amendment                              Initial Notification

 3    Details of the issuer, emission allowance market participant, auction

    platform, auctioneer or auction monitor

 a)   Name                                                         EMV Capital plc
 b)   LEI                                                          213800N5WD46G1Y7I458
 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  EMVC 5p Ordinary Shares

      Identification code

                                                                   GB00BN4R5Q82
 b)   Nature of the transaction                                    Subscription for new Ordinary Shares into SIPP
 c)   Price(s) and volume(s)

Price(s)  Volume(s)

                                                                   £0.50     40,000 shares

 
 d)   Aggregated information                                       N/a

       - Aggregated volume

       - Price

 e)   Date of the transaction                                      4 December 2024

 f)   Place of the transaction                                     UK AIM

 

d)

 

Aggregated information

 - Aggregated volume

 

 - Price

 

N/a

e)

 

Date of the transaction

4 December 2024

f)

 

Place of the transaction

UK AIM

 

 

 1    Details of the person discharging managerial responsibilities / person closely

    associated

 a)   Name                                                         Nick Salisbury
 2    Reason for the notification
 a)   Position/status                                              PDMR (Head of Capital Raising & Co‑Investment)
 b)   Initial notification /Amendment                              Initial Notification

 3    Details of the issuer, emission allowance market participant, auction

    platform, auctioneer or auction monitor

 a)   Name                                                         EMV Capital plc
 b)   LEI                                                          213800N5WD46G1Y7I458
 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  EMVC 5p Ordinary Shares

      Identification code

                                                                   GB00BN4R5Q82
 b)   Nature of the transaction                                    Subscription for new Ordinary Shares into SIPP
 c)   Price(s) and volume(s)

Price(s)  Volume(s)

                                                                   £0.50     32,800 shares

 
 d)   Aggregated information                                       N/a

       - Aggregated volume

       - Price

 e)   Date of the transaction                                      4 December 2024

 f)   Place of the transaction                                     UK AIM

 

d)

 

Aggregated information

 - Aggregated volume

 

 - Price

 

N/a

e)

 

Date of the transaction

4 December 2024

f)

 

Place of the transaction

UK AIM

 

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