REG - EMV Capital PLC - WRAP Retail Offer

EMV CapitalAnnouncement

03/12/2024 07:15

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RNS Number : 5176O  EMV Capital PLC  03 December 2024

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

 

THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR MATERIALS
RELATING TO THE WRAP RETAIL OFFER AS A FINANCIAL PROMOTION IS ONLY BEING MADE
TO, AND MAY ONLY BE ACTED UPON BY, (I) EXISTING SHAREHOLDERS IN EMV CAPITAL
PLC AGED 18 OR OVER OR OTHER BODIES CORPORATE, PARTNERSHIPS, TRUSTS,
ASSOCIATIONS AND OTHER UNINCORPORATED ORGANISATIONS; OR (II) INVESTMENT
PROFESSIONALS, SELF CERTIFIED OR CERTIFIED SOPHISTICATED INVESTORS UNDER
ARTICLES 19, 49, OR 50 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005. THIS ANNOUNCEMENT IS FOR INFORMATIONAL
PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION
TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE
FOR, ANY SECURITIES OF EMV CAPITAL PLC.

 

3 December 2024

EMV Capital plc

("EMVC" or the "Company")

 

WRAP Retail Offer for up to £620,000

 

EMV Capital plc (AIM: EMVC), the deeptech and life sciences VC investment
group, is pleased to announce a retail offer via the Winterflood Retail Access
Platform (WRAP) to raise up to £620,000 (WRAP Retail Offer) through the issue
of new ordinary shares of £0.05 each in the capital of the Company (Ordinary
Shares). Under the WRAP Retail Offer up to 1,240,000 new Ordinary Shares (WRAP
Retail Offer Shares) will be made available at a price of £0.50 per share.

In addition to the WRAP Retail Offer and as announced earlier today (3
December 2024), the Company is also proposing a direct subscription of new
Ordinary Shares (Subscription Shares and together with the WRAP Retail Offer
Shares, New Ordinary Shares) to raise approximately £880,000 (before
expenses) through a bookbuild process (Subscription) at a price of £0.50 per
Subscription Share (Issue Price).

The Issue Price represents a premium of approximately 15 per cent. to the
mid-market closing price of an Ordinary Share on 2 December 2024 (being the
latest practicable date prior to this announcement). The issue price of the
WRAP Retail Offer Shares is equal to the Issue Price. If the WRAP Retail Offer
is taken up in full, the aggregate gross proceeds of the Subscription and WRAP
Retail Offer will be approximately £1.5 million.

A separate announcement has been made regarding the Subscription and its terms
and sets out the reasons for the Subscription and use of proceeds. The
proceeds of the WRAP Retail Offer will be utilised in the same way as the
proceeds of the Subscription.

For the avoidance of doubt, the WRAP Retail Offer is not part of the
Subscription. Completion of the WRAP Retail Offer is conditional, inter alia,
upon the completion of the Subscription but completion of the Subscription is
not conditional on the completion of the WRAP Retail Offer.

The WRAP Retail Offer is conditional on the New Ordinary Shares being admitted
to trading on AIM (Admission). It is anticipated that Admission will become
effective and that dealings in the New Ordinary Shares will commence on AIM,
at 8.00 a.m. on or around 9 December 2024.

WRAP Retail Offer Details and Eligibility

Existing shareholders can contact their broker or wealth manager to
participate in the WRAP Retail Offer. Retail brokers wishing to participate in
the WRAP Retail Offer on behalf of existing retail shareholders, should
contact wrap@winterflood.com.

The WRAP Retail Offer is expected to close at 4.30 p.m. on 4 December 2024.
Eligible shareholders should note that financial intermediaries may have
earlier closing times.

To be eligible to participate in the WRAP Retail Offer, applicants must be a
customer of a participating intermediary and: (i) existing shareholders in the
Company aged 18 or over or other bodies corporate, partnerships, trusts,
associations and other unincorporated organisations; or (ii) Investment
Professionals, High Net Worth Companies, Unincorporated Associations etc, or
Certified Sophisticated Investors under Articles 19, 49, or 50 of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.

There is a minimum subscription of £100 per investor under the WRAP Retail
Offer. The terms and conditions on which investors subscribe will be provided
by the relevant financial intermediaries including relevant commission or fee
charges.

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

It is vital to note that once an application for WRAP Retail Offer Shares has
been made and accepted via an intermediary, it cannot be withdrawn.

The New Ordinary Shares will, when issued, be credited as fully paid and will
rank pari passu in all respects with existing Ordinary Shares including the
right to receive all dividends and other distributions declared, made or paid
after their date of issue.

It is a term of the WRAP Retail Offer that the total value of the WRAP Retail
Offer Shares available for subscription at the Issue Price does not exceed
£620,000. The WRAP Retail Offer Shares to be issued or sold pursuant to the
WRAP Retail Offer will not be admitted to trading on any stock exchange other
than the London Stock Exchange.

The WRAP Retail Offer is offered in the United Kingdom under the exemption
from the requirement to publish a prospectus in section 86(1)(e) of the FSMA.
As such, there is no need for publication of a prospectus pursuant to the
Prospectus Regulation Rules of the Financial Conduct Authority, or for
approval of the same by the Financial Conduct Authority. The WRAP Retail Offer
is not being made into any jurisdiction other than the United Kingdom.

No offering document, prospectus or admission document has been or will be
prepared or submitted to be approved by the Financial Conduct Authority (or
any other authority) in relation to the WRAP Retail Offer, and investors'
commitments will be made solely on the basis of the information contained in
this announcement and information that has been published by or on behalf of
the Company prior to the date of this announcement by notification to a
Regulatory Information Service in accordance with the AIM Rules for Companies,
the Financial Conduct Authority's Disclosure Guidance and Transparency Rules,
the Market Abuse Regulation (EU Regulation No. 596/2014) (MAR) and MAR as it
forms part of United Kingdom law by virtue of the European Union (Withdrawal)
Act 2018 (as amended).

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.

A subscription for WRAP Retail Offer Shares and investment in the Company
carries a number of risks. 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.

Investors should take independent professional advice if they are in any doubt
about the risks in connection with an investment into 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
 Joe Winkley, Sophia Bechev                                                      0203 100 0286

                                                                                 WRAP@winterflood.com

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.

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