REG - Engage XR Holdings - £8.8 million Placing

ENGAGE XR HoldingsAnnouncement

06/02/2023 12:00

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RNS Number : 0469P  Engage XR Holdings PLC  06 February 2023

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX, AND THE INFORMATION CONTAINED
HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA, JAPAN OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE
IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

This announcement is released by ENGAGE XR Holdings plc and contains inside
information for the purposes of Article 7 of the Market Abuse Regulation (EU)
596/2014 ("EU MAR") and for the purposes of Article 7 of the Market Abuse
Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the
European Union (Withdrawal) Act 2018 ("UK MAR"), and is disclosed in
accordance with the company's obligations under Article 17 of EU MAR and
Article 17 of UK MAR.

 

6 February 2023

 

ENGAGE XR Holdings plc

 

("ENGAGE XR" or the "Company")

 

£8.8 million Placing

 

 

ENGAGE XR, the virtual reality technology company focused on becoming a
leading global provider of virtual communications solutions through ENGAGE, is
pleased to announce the successful completion of an oversubscribed placing of
new Ordinary Shares (the "Placing") following the announcement released
earlier this morning (the "Fundraising Announcement").

 

The definitions referenced in this announcement have the same meanings given
to them in the Fundraising Announcement unless otherwise stated.

 

A total of 219,879,015 new Ordinary Shares of €0.001 each in the capital of
the Company (the "Placing Shares") have been placed by Davy, finnCap and Shard
at a price of 4 pence per Placing Share, raising gross proceeds of
approximately £8.8 million or €9.9 million (before expenses). The Placing
Shares represent approximately 75.7% of the Company's issued ordinary share
capital immediately prior to the Placing.

 

The Placing is conditional on, inter alia, the passing of the Resolutions at
the EGM of the Company to be held on 3 March 2023.

 

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

 

Applications will shortly be made to Euronext Dublin and to the London Stock
Exchange for the Placing Shares to be admitted to trading on Euronext Growth
and AIM respectively ("Admission"). It is expected that settlement of the
Placing Shares will occur, Admission will become effective and that dealings
will commence in the Placing Shares at or before 8.00 a.m. (London Time) on 6
March 2023. The Placing is conditional, among other things, upon Admission
becoming effective and the placing agreement between the Company, Davy,
finnCap and Shard (the "Placing Agreement") not being terminated in accordance
with its terms.

 

Octopus Investment Limited is considered to be a related party of the Company
for the purposes of the AIM Rules by virtue of its status as a substantial
shareholder of the Company. Octopus Investment Limited has agreed to subscribe
for 11,875,000 Placing Shares as part of the Placing.

 

The Directors, having consulted with finnCap, the Company's nominated adviser,
consider that the terms of the participation in the Placing by Octopus
Investment Limited is fair and reasonable insofar as the shareholders of the
Company are concerned.

 

Davy, finnCap and Shard are acting as Joint Bookrunners in respect of the
Placing.

 

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.

 

Commenting on the Placing, David Whelan, Chief Executive, said:

"I am absolutely delighted by the support shown by both new investors and
existing shareholders in this successful oversubscribed Placing. I am very
excited by the opportunities for ENGAGE XR and the funding from this Placing
provides the Company with the balance sheet strength to really capitalise on
our leading market position and deliver against the significant market
opportunity before us"

 

For further information on the Announcement, please contact:

 

 

ENGAGE XR Holdings plc:
                         +353 87 665 6708

David Whelan, CEO
 

Séamus Larrissey, CFO

Sandra Whelan, COO

 

Davy (Joint Broker & Euronext Growth Listing Sponsor)           +353
1 679 6363

Barry Murphy / Lauren O'Sullivan

 

finnCap Ltd (Joint Broker & Nominated Adviser)
      +44 (0) 20 7220 0500

Marc Milmo / Seamus Fricker / Sunila de Silva

 

Shard Capital Partners LLP (Joint Broker)
          +44 (0) 20 7186 9952

Damon Heath / Erik Woolgar

 

The person responsible for arranging release of this Announcement on behalf of
ENGAGE XR is Séamus Larrissey.

 

 

 

Important Notice

 

This Announcement and the information contained herein is restricted and is
not for release, publication or distribution, directly or indirectly, in whole
or in part, in, into or from the United States (including its territories and
possessions, any state of the United States and the District of Columbia,
collectively the "United States"), Canada, Australia, Japan or any other state
or jurisdiction in which the same would be restricted, unlawful or
unauthorised, in each case except pursuant to an available exemption from
applicable securities laws (each, a "Restricted Territory").

 

This Announcement is for information purposes only and does not constitute an
offer to buy, sell, issue, acquire or subscribe for, or the solicitation of an
offer to buy, sell, issue, acquire or subscribe for shares in the capital of
the Company in any Restricted Territory or to any person to whom it is
unlawful to make such offer or solicitation. Any failure to comply with these
restrictions may constitute a violation of the securities laws of such
jurisdictions. No public offer of the shares referred to in this Announcement
is being made in Ireland, the United Kingdom, the United States, any
Restricted Territory or elsewhere.

 

This Announcement has been issued by and is the sole responsibility of the
Company. None of the Joint Bookrunners, nor any of their respective affiliates
accept any responsibility whatsoever for the contents of the information
contained in this Announcement 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 or the Placing.
The Joint Bookrunners and each of their respective affiliates accordingly
disclaim all and any liability, whether arising in tort, contract or otherwise
in respect of any statements or other information contained in this
Announcement and no representation or warranty, express or implied, is made by
or on behalf of the Joint Bookrunners or any of their respective affiliates as
to the accuracy, completeness or sufficiency of the information contained in
this Announcement.

 

Subject to certain exemptions, the securities referred to herein may not be
offered or sold in any Restricted Territory or for the account or benefit of
any national resident or citizen of any Restricted Territory. The Placing
Shares have not been and will not be registered under the United States
Securities Act of 1933, as amended ("Securities Act"), or under the securities
laws of, or with any securities regulatory authority of, any state or other
jurisdiction of the United States, and may not be offered, sold or
transferred, directly or indirectly, in or into the United States absent
registration under the Securities Act or 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. Any offering of the Placing Shares to
be made (i) in the United States will be made only to a limited number of
"qualified institutional buyers" ("QIBs") within the meaning of Rule 144A
under the Securities Act ("Rule 144A") in accordance with Rule 144A or
pursuant to an exemption from the registration requirements of the Securities
Act in a transaction not involving any "public offering" and (ii) outside the
United States in offshore transactions within the meaning of, and in reliance
on, Regulation S under the Securities Act ("Regulation S").

 

Davy, which is regulated in Ireland by the Central Bank of Ireland is acting
as a Joint Bookrunner for the Company and for no-one else in connection with
the Placing referred to in this Announcement and is not, and will not be,
responsible to anyone other than the Company for providing the protections
afforded to its clients, nor for providing advice in relation to the Placing
and/or any other matter referred to in this Announcement.

 

finnCap, which is authorised and regulated by the Financial Conduct Authority
in the United Kingdom, is acting as a Joint Bookrunner for the Company and for
no-one else in connection with the Placing referred to in this Announcement
and is not, and will not be, responsible to anyone other than the Company for
providing the protections afforded to its clients, nor for providing advice in
relation to the Placing and/or any other matter referred to in this
Announcement.

 

Shard, which is authorised and regulated by the Financial Conduct Authority in
the United Kingdom, is acting as a Joint Bookrunner for the Company and for
no-one else in connection with the Placing referred to in this Announcement
and is not, and will not be, responsible to anyone other than the Company for
providing the protections afforded to its clients, nor for providing advice in
relation to the Placing and/or any other matter referred to in this
Announcement.

 

The distribution of this Announcement and the offering of the Placing Shares
in certain jurisdictions may be restricted by law. No action has been taken by
the Company or the Joint Bookrunners that would permit an offering of such
shares or possession or distribution of this Announcement or any other
offering or publicity material relating to such shares in any jurisdiction
where action for that purpose is required. Persons into whose possession this
Announcement comes are required by the Company and the Joint Bookrunners to
inform themselves about, and to observe, such restrictions. The information in
this Announcement may not be forwarded or distributed to any other person and
may not be reproduced in any manner whatsoever. Any forwarding, distribution,
reproduction, or disclosure of this information in whole or in part is
unauthorised. Failure to comply with this directive may result in a violation
of the Securities Act or the applicable laws of other jurisdictions.

 

This Announcement contains (or may contain) certain forward-looking statements
with respect to certain of the Company's current expectations and projections
about future events and the Company's future financial condition and
performance. These statements, which sometimes use words such as "aim",
"anticipate", "believe", "may", "will", "should", "intend", "plan", "assume",
"estimate", "expect" (or the negative thereof) and words of similar meaning,
reflect the Directors' current beliefs and expectations and involve known and
unknown risks, uncertainties and assumptions, many of which are outside the
Company's control and difficult to predict, that could cause actual results
and performance to differ materially from any expected future results or
performance expressed or implied by the forward-looking statement. Statements
contained in this Announcement regarding past trends or activities should not
be taken as a representation that such trends or activities will continue in
the future. The information contained in this Announcement speaks only as of
the date of this Announcement and is subject to change without notice and the
Company does not assume any responsibility or obligation to, and does not
intend to, update or revise publicly or review any of the information
contained herein, whether as a result of new information, future events or
otherwise, except to the extent required by the Euronext Growth Rules for
Companies, the AIM Rules for Companies, the London Stock Exchange, Euronext
Dublin, the Central Bank of Ireland or by applicable law or regulation. No
statement in this Announcement is or is intended to be a profit forecast or
profit estimate or to imply that the earnings of the Company for the current
or future financial years will necessarily match or exceed the historical or
published earnings of the Company.

 

The Placing has not been approved and will not be approved or disapproved by
the U.S. Securities and Exchange Commission, any state securities commission
or any 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 unlawful.

 

The most recent Annual and Interim Reports and other information are available
on the ENGAGE XR website at https://engagevr.io/investors/. Neither the
content of the Company's website nor any website accessible by hyperlinks on
the Company's website is incorporated in, or forms part of, this Announcement.

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