Enteq Technologies - Placing, Subscription & Notice of General Meeting
25/09/2024 07:00
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RNS Number : 5392F Enteq Technologies PLC 25 September 2024
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, CANADA, JAPAN, AUSTRALIA, NEW
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OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT
LAWS OR REGULATIONS OF THAT JURISDICTION. THIS ANNOUNCEMENT SHOULD BE READ IN
ITS ENTIRETY. FURTHER DETAILS OF THE FUNDRAISING ARE SET OUT BELOW.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE ANY
INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO SELL, ISSUE, BUY,
SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY NEW ORDINARY SHARES IN THE COMPANY OR
ANY OTHER ENTITY.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF THE
MARKET ABUSE REGULATION NO. 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"). UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO
BE IN THE PUBLIC DOMAIN.
Terms not otherwise defined herein shall have the meanings given in the
section entitled "Definitions" at the end of this Announcement.
Enteq Technologies plc
("Enteq", the "Company" or the "Group")
Placing & Subscription
Retail Offer
and
Notice of General Meeting
Enteq Technologies plc (AIM: NTQ.L), the specialist energy services
engineering and technology company, is pleased to announce that it has
conditionally raised £1.5 million, by way of the issue of an aggregate of up
to 30,000,000 new Ordinary Shares pursuant to a Placing of up to 24,586,320
new Ordinary Shares and a Subscription of 5,413,680 new Ordinary Shares, at an
Issue Price of 5.00 pence per new Ordinary Share. Cavendish is acting as
Bookrunner to the Placing.
In addition, the Company proposes to raise up to a further £0.5 million by
the issue of up to 10,000,000 new Ordinary Shares pursuant to a Retail Offer
to existing Shareholders, also at the Issue Price (the Placing, Subscription
and Retail Offer, together the "Fundraising"). The Placing and Subscription
are not conditional upon the Retail Offer. The Fundraising requires
Resolutions to be passed by the Company's Shareholders.
A separate announcement will be made shortly regarding the Retail Offer and
its terms.
Fundraising Highlights:
· Placing and Subscription with new and existing institutional and
other investors to raise gross proceeds of £1.5 million.
· In addition, Retail Offer to raise up to a further £0.5 million,
allowing existing Shareholders in the United Kingdom an opportunity to
subscribe alongside the Placing via the Bookbuild Platform.
· Enteq's SABER Tool (Steer-At-Bit Enteq Rotary) is a rotary
steerable system (RSS) for directional drilling, with an estimated US$2
billion addressable market annually. The Fundraising supports the commercial
launch of SABER.
· Enteq's intended route to market for SABER is via the entry into
regional agreements with major multinational service companies as well as
agreements with independent directional drilling companies and regional
service companies who do not have ready access to a cost-effective independent
RSS. Discussions with such companies are in progress.
· Enteq's previously announced first SABER customer agreement is
with an Australian specialist drilling services company; customer testing is
ongoing, and customer test active trial drilling runs of the full system are
upcoming; commercial services would then commence following successful
completion of this customer testing.
· The net proceeds of the Placing and Subscription will allow the
Company to expand the current fleet of SABER tools to 10, provide
demonstrations to prospective customers and for field-trials and provide
additional working capital support and to strengthen the balance sheet.
· Assuming base case projections, the net proceeds of the Placing
and Subscription will extend the cash runway for the Company, based on current
spending plans, to July 2025. Any funds raised by way of the Retail Offer will
be invested in additional fleet-build and growth working capital.
Circular and General Meeting
A Circular in respect of the Placing, Subscription and the Retail Offer is
expected to be posted to Shareholders today giving notice of a General Meeting
of the Company. The meeting will be held on 14 October 2024 at 11:00 a.m. at
the offices of Cavendish Capital Markets Limited, One Bartholomew Close,
London, EC1A 7BL. Following posting, a copy of the Circular will be available
on the Company's website at www.enteq.com/investors/documents-circulars/
(http://www.enteq.com/investors/documents-circulars/)
The Directors believe that if required, future funding may be sourced,
potentially from debt, industry partnerships or technology licences, with the
partnerships and licences being with multi-national, large regional service or
directional drilling companies. This current Fundraising, and the subsequent
base case scenario is not expected to be fully sufficient to fund the cash
requirements of the Group through to a position where it is able to fund
itself entirely from its own cashflow. Therefore, following this Fundraising,
it is expected that the Group will require additional funding, from the
sources described above, by July 2025, assuming no funds are raised in the
Retail Offer. Alternatively, the Company would need to reduce its spending
plans some time before July 2025. There can be no guarantee that sufficient
funds could be raised at a later date, and any additional equity financing, if
available, may be dilutive to Shareholders.
Shareholders should note that in the event that the Resolutions are not
passed, the Company would not receive the funds from the Placing, Subscription
or the Retail Offer, which would significantly limit the amount of working
capital available to the Company. There is no certainty that other funding
would be available on suitable terms or at all. Accordingly, in light of the
Group's reducing cash position, it would be likely that the Company would have
to severely restrict its costs, impacting its ability to progress its business
and its ability to generate value for the Group.
Andrew Law, CEO of Enteq Technologies, commented:
"With a fundamentally robust energy market, the demand for efficient
directional drilling is expected to increase. Enteq's technology is expected
to satisfy the industry's strong demand for competition. The Board is
confident to progress with the commercialisation of the SABER tool and look
forward to fully introducing this potentially disruptive technology into the
market.
The SABER system is currently being tested in Australia with a long-standing
customer of our legacy business and their test active trial drilling runs of
the full system are upcoming. Additional customer agreements are currently in
discussion covering the key regions.
This fundraise will underpin the commercialisation of SABER through increasing
the number of available tools and deployment with new potential customers in
the key regions. This technology has the potential of producing attractive
financial returns and a significant upside in shareholder value."
Further information on the Fundraising is set out below. This Announcement
should be read in its entirety.
For further information, please contact:
Enteq Technologies
plc
+44 (0)20 8087 2202
www.enteq.com (http://www.enteq.com)
Andrew Law, Chief Executive Officer
Cavendish Capital Markets Limited (NOMAD, Broker and Bookrunner) +44 (0)20
7220 0500
Ed Frisby, George Lawson (Corporate Finance)
Andrew Burdis (ECM)
Gneiss Energy Limited (Placing Agent)
+44 (0)20 3983
9263
Jon Fitzpatrick, Doug Rycroft
About SABER:
Enteq Technologies plc is a specialist energy services engineering and
technology company. With a history of developing and commercialising
technologies for the oil, gas, geothermal and other energy transition sectors
around the world, the primary focus for the Group is the commercialisation of
SABER (Steer-At-Bit Enteq Rotary), a novel alternative to existing Rotary
Steerable Systems ("RSS") which steer the bit during the drilling of a well.
The SABER tool is based on a concept for a RSS, originally developed by Shell,
as an alternative, simpler solution to the conventional mechanically complex
incumbent RSS systems requiring pads or pistons to create steering forces. The
SABER tool reduces the mechanical complexity by using an internally directed
fluid pressure differential system. The SABER tool utilises true at-bit
steering for the first time in the industry and the simplified design gives
the potential to improve efficiencies, reliability and project uptime compared
to conventional RSS solutions.
The total size of the directional drilling market, which can fluctuate, is
currently valued at approximately US$11.8 billion annually, according to a
recent 2023 report from Spears & Associates. The Directors believe that
the global RSS market, a sub-sector of the directional drilling market, is
currently worth approximately US$3.6 billion.
The SABER Tool has the potential to drive operational efficiency across the
world's directional drilling applications, including hydrocarbon production,
geothermal energy, methane capture and CCS (carbon capture and storage). Enteq
will provide the SABER tool to customers through a service arrangement or
equipment purchase, providing independent and regional directional drilling
companies more opportunity to compete with major integrated service companies
which have to date dominated this segment.
The Group has licence agreements in place with subsidiaries of Shell which
gives Enteq the global rights for this novel technology and IP. Enteq has
developed and refined the concept for commercial use, with Enteq generating
additional protected IP, owned by Enteq. Following successful field testing,
the SABER Tool is now in customer testing, and customer test active trial
drilling runs of the full system are upcoming.
Important Notices
The content of this Announcement has not been approved by an authorised person
within the meaning of the Financial Services and Markets Act 2000. Reliance on
this Announcement for the purpose of engaging in any investment activity may
expose an individual to a significant risk of losing all of the property or
other assets invested.
No prospectus will be made available in connection with the matters contained
in this Announcement and no such prospectus is required (in accordance with
Regulation (EU) 2017/1129 (the "Prospectus Regulation") and the Prospectus
Regulation as it forms part of UK domestic law by virtue of the European Union
(Withdrawal Act) 2018 ("UK Prospectus Regulation")). Persons needing advice
should consult a qualified independent legal adviser, business adviser,
financial adviser or tax adviser for legal, financial, business or tax advice.
Members of the public are not eligible to take part in the Placing. In member
states of the European Economic Area ("EEA"), this Announcement is directed
only at and may only be communicated to persons who are "qualified investors"
within the meaning of Article 2(e) of the Prospectus Regulation ("qualified
investors"). In the United Kingdom, this Announcement is directed only at
qualified investors within the meaning of Article 2(e) of the UK Prospectus
Regulation who are also (i) persons having professional experience in matters
relating to investments who fall within the definition of "investment
professionals" in Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) order 2005 (the "Order"); (ii) high net worth bodies
corporate, unincorporated associations and partnerships and trustees of high
value trusts as described in Article 49(2) of the Order; or (iii) persons to
whom it may otherwise lawfully be communicated (together, "relevant persons").
Any investment or investment activity to which this Announcement relates is
only available to and will only be engaged with in the member states of the
EEA by qualified investors and in the United Kingdom by relevant persons. This
Announcement must not be acted on or relied on by persons in member states of
the EEA who are not qualified investors or by persons in the United Kingdom
who are not relevant persons.
This Announcement may contain and the Company may make verbal statements
containing "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 and 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 respective 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 expressly disclaims 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.
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. Persons needing advice should consult an independent
financial adviser. 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, earnings per share
or income, cash flow from operations or free cash flow for the Company for the
current or future financial periods would necessarily match or exceed the
historical published earnings, earnings per share or income, cash flow from
operations or free cash flow for the Company.
Cavendish is authorised and regulated in the United Kingdom by the FCA and is
acting as nominated adviser for the purposes of the AIM Rules for Companies
and Broker to the Company in respect of the Fundraise. Cavendish is acting
exclusively for the Company and for no-one else in connection with the
Fundraise, and will not be treating any other person as its client in relation
thereto, and will not be responsible for providing the regulatory protections
afforded to its customers nor for providing advice in connection with the
Fundraise or any other matters referred to herein and apart from the
responsibilities and liabilities (if any) imposed on Cavendish, as the case
may be, by FSMA, any liability therefor is expressly disclaimed. Cavendish's
responsibilities as the Company's nominated adviser under the AIM Rules for
Nominated Advisers are owed solely to the London Stock Exchange and are not
owed to the Company or to any director of the Company or to any recipient of
the Circular. Any other person in receipt of this Announcement should seek
their own independent legal, investment and tax advice as they see fit.
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 the Company or Cavendish or by any of their respective affiliates or agents
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.
The distribution of this Announcement in certain jurisdictions may be
restricted by law. 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 the
United States of America, Australia, New Zealand, Canada, Japan, or the
Republic of South Africa or in any jurisdiction in which such offer or
solicitation would be unlawful and should not be relied upon in connection
with any decision, or as any inducement, to subscribe for or acquire any new
Ordinary Shares. 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. No
public offer of securities is being made in the United Kingdom or elsewhere.
This Announcement is for information purposes only and is directed only at
Relevant Persons. This Announcement must not be acted on or relied on by
persons who are not Relevant Persons. Persons distributing this Announcement
must satisfy themselves that it is lawful to do so. Any investment or
investment activity to which this Announcement and the terms and conditions
set out herein relates is available only to Relevant Persons and will be
engaged in only with Relevant Persons.
This Announcement is not for publication or distribution, directly or
indirectly, in or into the United States. This Announcement is not an offer of
securities for sale or a solicitation of any offer to purchase securities in
the United States. New Ordinary Shares have not been and will not be
registered under the US Securities Act of 1933, as amended (the "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
or to or for the account or benefit of any US person (within the meaning of
Regulation S under the US Securities Act) (a "US Person"). No public offering
of the Retail Offer Shares is being made in the United States. The 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. In addition, the Company has not been, and will not be,
registered under the US Investment Company Act of 1940, as amendeds. No money,
securities or other consideration from any person inside the United States is
being solicited and, if sent in response to the information contained in this
Announcement, will not be accepted. The New Ordinary Shares have not been and
will not be registered with any regulatory authority of any state within the
United States.
This Announcement contains inside information for the purposes of Article 7 of
MAR. In addition, market soundings (as defined in UK MAR) were taken in
respect of the Fundraising with the result that certain persons became aware
of inside information (as defined in MAR), as permitted by MAR. Such 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.
This Announcement has been prepared for the purposes of complying with
applicable law and regulation in the United Kingdom and the information
disclosed may not be the same as that which would have been disclosed if this
Announcement had been prepared in accordance with the laws and regulations of
any jurisdiction outside the United Kingdom.
Information to Distributors
EU Product Governance Requirements
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures;
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process, which has determined that the
Placing Shares are: (i) compatible with an end target market of (a) retail
investors, (b) investors who meet the criteria of professional clients and (c)
eligible counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "EU Target Market Assessment"). Notwithstanding the EU Target Market
Assessment, distributors should note that: the price of the Placing Shares
may decline and investors could lose all or part of their investment;
Placing Shares offer no guaranteed income and no capital protection; and an
investment in 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 EU
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 EU Target Market
Assessment, Cavendish will only procure investors who meet the criteria of
professional clients and eligible counterparties.
For the avoidance of doubt, the EU Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; 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 Placing Shares. Each distributor is responsible for undertaking its
own target market assessment in respect of the Placing Shares and
determining appropriate distribution channels.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product 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 the Placing Shares are: (i)
compatible with an end target market of (a) retail investors, (b) investors
who meet the criteria of professional clients and (c) eligible counterparties,
each as defined in the UK Product Governance Requirements; and (ii) eligible
for distribution through all distribution channels as are permitted by the UK
Product Governance Requirements (the "UK Target Market Assessment").
Notwithstanding the UK Target Market Assessment, distributors should note
that: the price of the Placing Shares may decline and investors could lose
all or part of their investment; the Placing Shares offer no guaranteed
income and no capital protection; and 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 UK 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 UK Target Market Assessment, Cavendish shall only procure
investors which meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the UK 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.
Members of the public are not eligible to take part in the Placing and no
public offering of Placing Shares is being or will be made.
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.
The following text has been taken from the Circular to be sent to
Shareholders.
LETTER FROM THE CHAIRMAN
1. Introduction
On 25 September 2024, the Company announced that it had conditionally raised
£1,500,000 (before expenses) by way of a placing and subscription of
30,000,000 new Ordinary Shares at the price of 5.00 pence per share.
In addition to the Placing, it is proposed that there will be a separate
retail offer to existing Shareholders via the Bookbuild Platform to raise up
to £500,000 (before expenses) at the Issue Price, to provide existing retail
Shareholders in the Company an opportunity to participate in the Fundraising.
A separate announcement was made by the Company regarding the Retail Offer and
its terms. Those investors who subscribe for Retail Offer Shares pursuant to
the Retail Offer will do so pursuant to the terms and conditions of the Retail
Offer contained in the respective announcement.
Certain Directors are participating in the Fundraise. Further details of these
subscriptions are set out in paragraph 5.2 below.
The net proceeds of the Fundraise will be used to grow the initial fleet of
equipment for SABER (Steer-At-Bit-Enteq Rotary) with which to secure
commercial partnerships, and for growth working capital.
The New Ordinary Shares represent approximately 55.5 per cent. of the Existing
Ordinary Shares, and approximately 35.7 per cent. of the Enlarged Share
Capital (assuming in each case that the Retail Offer Shares are subscribed in
full). The Issue Price represents a 44.4 per cent. discount to the closing
mid-market price of 9.00 pence per Ordinary Share on 24 September 2024, being
the latest practicable business day prior to the announcement of the
Fundraising.
The New Ordinary Shares are not being offered on a pro rata basis to existing
Shareholders and accordingly the Fundraising is conditional upon Shareholders
resolving to pass the Resolutions, including to disapply statutory pre-emption
rights. Shareholders will find set out at the end of the Circular a notice of
General Meeting which has been convened for 11.00 a.m. on 14 October 2024 at
which the Resolutions will be proposed to, inter alia, approve the allotment
and issue of the New Ordinary Shares and to disapply statutory pre-emption
rights in respect of such allotments.
Subject to the Shareholders approving the Resolutions, it is expected that
Admission of the New Ordinary Shares will take place at 8.00 a.m. on 16
October 2024.
The purpose of the Circular is to set out the background to and reasons for
the Fundraising, to give details of them and to recommend that you vote in
favour of each of the Resolutions required to be passed to implement the
Placing, the Subscription, and the Retail Offer.
2. Background to and reasons for the fundraising
2.1 Company Overview
Enteq Technologies plc is a specialist energy services engineering and
technology company. With a history of developing and commercialising
technologies for the oil, gas, geothermal and other energy transition sectors
around the world, the primary focus for the Group is the commercialisation of
SABER (Steer-At-Bit Enteq Rotary), a novel alternative to existing Rotary
Steerable Systems ("RSS") which steer the bit during the drilling of a well.
The SABER tool is based on a concept for a RSS, originally developed by Shell,
as an alternative, simpler solution to the conventional mechanically complex
incumbent RSS systems requiring pads or pistons to create steering forces. The
SABER tool reduces the mechanical complexity by using an internally directed
fluid pressure differential system. The SABER tool utilises true at-bit
steering for the first time in the industry and the simplified design gives
the potential to improve efficiencies, reliability and project uptime compared
to conventional RSS solutions.
The total size of the directional drilling market, which can fluctuate, is
currently valued at approximately US$11.8 billion annually, according to a
recent 2023 report from Spears & Associates. The Directors believe that
the global RSS market, a sub-sector of the directional drilling market, is
currently worth approximately US$3.6 billion.
The SABER Tool has the potential to drive operational efficiency across the
world's directional drilling applications, including hydrocarbon production,
geothermal energy, methane capture and CCS (carbon capture and storage). Enteq
will provide the SABER tool to customers through a service arrangement or
equipment purchase, providing independent and regional directional drilling
companies more opportunity to compete with major integrated service companies
which have to date dominated this segment.
The Group has licence agreements in place with subsidiaries of Shell which
gives Enteq the global rights for this novel technology and IP. Enteq has
developed and refined the concept for commercial use, with Enteq generating
additional protected IP, owned by Enteq. Following successful field testing,
the SABER Tool is now in customer testing, and customer test active trial
drilling runs of the full system are upcoming.
2.2 Current trading
Net cash position
Cash at the 31 March 2024 financial year end was $3.0 million. In May 2024 the
Company received cash of $0.5 million relating to the disposal of the former
XXT business, being the final consideration for the XXT business sale. Cash at
31 July 2024 was $1.8 million (unaudited). The Company has no bank borrowings,
asset financing, or invoice discounting.
The net proceeds of the Placing and Subscription will extend the cash runway
for the Company, based on current spending plans, to July 2025. Any funds
raised by way of the Retail Offer will provide additional growth working
capital and allow for additional fleet build.
In addition to any funds potentially raised in the Retail Offer, to fund
further fleet expansion, increase the build of tools for sale, and extend the
cash runway, the Company is working to secure additional financing options,
which the Directors believe may in future be from debt, industry partnerships
or technology licences, with the partnerships and licences being with
multi-national, large regional service or directional drilling companies.
Should such additional financing not be available in the first quarter of
calendar 2025, the Company would reduce its spending plans, in order to extend
its cash runway.
Current trading
The Company announced its audited final results for the year ended 31 March
2024 ("FY24") on 21 August 2024. Detailed below are certain audited financials
for FY24, together with certain unaudited financials for the four months ended
31 July 2024.
Four months ended 31/07/24 ($m) (unaudited mgmt. accounts) Year to 31/03/24 Year to 31/03/23
($m) ($m)
(audited) (audited)
Continued operations Discontinued operations TOTAL Continued operations Discontinued operations TOTAL
Revenue - - - - - 6.2 6.2
EBITDA (1.0) (3.2) 1.0 (2.2) (1.7) (0.2) (1.9)
Post tax profit/(loss) for the period (0.4) (3.1) 1.0 (2.1) (1.4) (1.4) (2.8)
Cash balance at period end 1.8 3.0 5.4
Customer trading, orderbook, sales pipeline and outlook
The SABER business is today pre-revenue. The Company has its first SABER
customer contract in place, as previously announced, which includes a first
phase of customer testing. Customer testing, in Australia, is ongoing, and
customer test active trial drilling runs of the full system are upcoming.
Contracted rates have been agreed with the customer for subsequent post-trials
commercial operations. As previously announced, a purchase order has been
received in relation to this customer contract pursuant to which $100,000 is
expected from the customer for future commercial services. The $100,000 is now
expected to be received in either the first or second half of FY25.
In addition, the Company is in discussions with major multinational service
companies, independent directional drilling companies and regional service
companies.
2.3 Requirement for the Fundraise and use of proceeds
Multiple market factors support the introduction of the SABER technology. The
market size for RSS is $3.6 billion annually, with an estimated addressable
market for SABER of $2 billion annually. Three major multinational service
companies have dominated the market to-date and there is customer demand from
independent directional drilling and regional service companies for access to
third party technologies to compete. SABER can offer a more cost-efficient
solution that has the potential to provide cost savings of 30 per cent.
through increased reliability and reduced maintenance costs.
SABER also provides multiple routes to market, either through regional
agreements with major multinational service companies, complementing their
existing systems with a disruptive and low cost to operate system, as well as
to independent directional drilling companies and regional service companies
who do not have ready access to a cost-effective independent RSS.
With the SABER technology proven to steer in a downhole environment, the
Fundraise is now required. The net proceeds of the Placing and the
Subscription will be used to:
· Increase the current fleet of SABER tools to ten (currently six:
approximately £0.3 million
· Provide demonstrations to prospective customers and for
field-trials: approximately £0.2 million
· Provide additional working capital support and to strengthen the
balance sheet: approximately £1.0 million
Any funds raised by way of the Retail Offer will be invested in additional
fleet-build and growth working capital.
The expanded fleet of SABER tools could be deployed to several customers
concurrently, supported by Enteq's operations and technical support teams for
the introduction of the technology.
3. Related party transactions
The issue of 4,780,000 Placing Shares to Premier Miton Investors as a
Substantial Shareholder (as defined in the AIM Rules) of the Company, the
issue of 1,106,320 Placing Shares to Andrew Law as a director of the Company,
and the issue of 393,750 Subscription Shares to Andrew Law, 896,720
Subscription Shares to David MacNeill and 1,703,210 Subscription Shares to
Martin Perry as directors of the Company, each constitute a related party
transaction under the AIM Rules. Neil Hartley, a director of the Company who
is independent of such transactions, considers, having consulted with
Cavendish, acting in its capacity as the Company's nominated adviser, that the
terms of such placing and such subscriptions are fair and reasonable insofar
as the Company's shareholders are concerned.
4. Issue of Ordinary Shares to Directors
The Company intends to allot and issue prior to the General Meeting, in
aggregate, 458,901 new Ordinary Shares to Andrew Law, Martin Perry and Neil
Hartley, directors of the Company, and also Mark Ritchie, a former Director of
the Company, in settlement of salary that has been earned and is due in
respect of the period 1 November 2023 to 31 March 2024, but payment of which
was deferred, at a price of 10.63 pence per new Ordinary Share. The price of
10.63 pence per new Ordinary Shares reflects the Company's average closing
mid-market price during the period in respect of which the salary entitlement
relates. As with previous Ordinary Share issues of this type, this will
increase the cash available to the business.
In addition, in respect of the period 1 October 2023 to 31 March 2024, salary
of £23,836.00 was deferred by David MacNeill and payment of which will be
satisfied by way of issue of the Subscription Shares set out next to his name
in paragraph 3 (Related Party Transactions) above.
In respect of the period 1 April 2024 to 30 September 2024, salary of in
aggregate £72,187.50 is being deferred by the Board of directors. Of this,
the payment of, in aggregate, £55,848.00 to each of Andrew Law: £19,687.50,
Martin Perry: £15,160.50 and David MacNeill: £21,000.00 will be satisfied by
way of issue of the Subscription Shares set out next to their names in
paragraph 3 (Related Party Transactions) above.
To satisfy payment of the balance of this deferred amount (£16,339.50), the
Company intends, shortly following the General Meeting, to allot and issue to
Martin Perry and Neil Hartley new Ordinary Shares priced at the Company's
average closing mid-market price during the period in respect of which the
salary entitlement relates.
5. Details of the Fundraising
5.1 Details of the Placing
The Company proposes to raise gross proceeds of approximately £1,229,316
through the issue of the Placing Shares at the Issue Price. The Board believes
that raising equity finance using the flexibility provided by a non
pre-emptive placing is the most appropriate and optimal structure for the
Company at this time.
The Placing is conditional on, amongst other matters, (a) the Resolutions
being passed at the General Meeting; (b) the Placing Agreement becoming
unconditional and not being terminated in accordance with its terms prior to
Admission; and (c) Admission becoming effective by no later than 8.00 a.m. on
16 October 2024 (or such later date as Cavendish and the Company may agree,
being not later than 8.00 a.m. on 30 October 2024); Please see further details
of the Placing Agreement below.
The Placing Shares will, when issued and fully paid, 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 after the date of
Admission.
Details of the Placing Agreement
On 25 September 2024, the Company and Cavendish entered into the Placing
Agreement pursuant to which Cavendish agreed, subject to certain conditions,
to use its reasonable endeavours to procure subscribers for the Placing Shares
pursuant to the Placing. The Placing is not being underwritten by Cavendish.
The Placing Agreement contains customary warranties and an indemnity from the
Company in favour of Cavendish together with provisions which enable Cavendish
to terminate the Placing in certain circumstances prior to Admission,
including where any warranties are found to be untrue, inaccurate or
misleading in any material respect or in the event of a material adverse
change in the financial position or prospects of the Group in the context of
the Placing or Admission.
The obligations of Cavendish under the Placing Agreement are conditional,
inter alia, upon the Resolutions being passed at the General Meeting, and
Admission occurring by 8.00 a.m. on 16 October 2024 (or such later date as
Cavendish and the Company may agree).
The Company will bear all other expenses of, and incidental to, the Placing,
including the fees of the London Stock Exchange, printing costs, registrar's
fees, and all legal and accounting fees of the Company.
5.2 The Subscription
On or shortly after the date of the Circular, the Company expects to have
conditionally raised gross proceeds of £270,684 (before expenses) through
direct subscriptions with the Subscribers for 5,413,680 new Ordinary Shares at
the Issue Price on the terms of the Subscription Agreements. The Subscription
Agreements will terminate if Admission has not occurred by 8.00 a.m. on 16
October 2024.
The Subscription Agreements are, inter alia, conditional on receipt by the
Company of the aggregate amount due from each Subscriber at the passing of the
Resolutions at the General Meeting.
The Subscription Shares will, when issued and fully paid, 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 after the date of
Admission.
5.2 The Retail Offer
The Company values its Retail Shareholder base and believes that it is
appropriate to provide eligible Retail Investors in the United Kingdom with
the opportunity to participate in the Retail Offer.
The Company is therefore making the Retail Offer available in the United
Kingdom through the financial intermediaries which will be listed, subject to
certain access restrictions, on the following website:
bookbuild.live/deals/Z1ZZE1/authorised-intermediaries. Cavendish will be
acting as UK retail offer coordinator in relation to this Retail Offer (the
"Retail Offer Coordinator"). The Retail Offer will raise a maximum of
£500,000 (assuming full take up of the Retail Offer) through the issue of up
to 10,000,000 new Ordinary Shares at the Issue Price.
Existing Retail Shareholders can contact their broker or wealth manager
("intermediary") to participate in the Retail Offer. In order to participate
in the Retail Offer, each intermediary must be on-boarded onto the BookBuild
Platform, approved by the Retail Offer Coordinator as an intermediary in
respect of the Retail Offer, and agree to the final terms and conditions of
the Retail Offer, which regulate the conduct of the Retail Offer on market
standard terms and provide for the payment of commission to any intermediary
that elects to receive a commission and/or fee (to the extent permitted by the
FCA Handbook Rules) from the Retail Offer Coordinator (on behalf of the
Company).
Any expenses incurred by any intermediary are for its own account. Retail
Investors should confirm separately with any intermediary whether there are
any commissions, fees or expenses that will be applied by such intermediary in
connection with any application made through that intermediary pursuant to the
Retail Offer. The Retail Offer opened to eligible investors in the United
Kingdom at 7.05 a.m. on 25 September 2024. The Retail Offer is expected to
close at 4.30 p.m. on 30 September 2024. Investors should note that financial
intermediaries may have earlier closing times. The Retail Offer may close
early if it is oversubscribed.
The Retail Offer will, at all times, only be made to, directed at and may only
be acted upon by those persons who are, Shareholders. To be eligible to
participate in the Retail Offer, applicants must meet the following criteria
before they can submit an order for Retail Offer Shares: (i) be a customer of
one of the participating intermediaries listed on the above website; (ii) be
resident in the United Kingdom and (iii) be a Shareholder of the Company
(which may include individuals aged 18 years or over, companies and other
bodies corporate, partnerships, trusts, associations and other unincorporated
organisations and includes persons who hold their Ordinary Shares directly or
indirectly through a participating intermediary). For the avoidance of doubt,
persons who only hold CFDs, Spreadbets and/or similar derivative instruments
in relation to Ordinary Shares are not eligible to participate in the Retail
Offer.
It is vital to note that once an application for Retail Offer Shares has been
made and accepted via an intermediary, it cannot be withdrawn.
The Retail Offer is an offer to subscribers for transferable securities, the
terms of which ensure that the Company is exempt from the requirement to issue
a prospectus under Regulation (EU) 2017/1129 as it forms part of UK law by
virtue of the European Union (Withdrawal) Act 2018 (as amended from time to
time). The aggregate total consideration for the Retail Offer does not exceed
£500,000 (or the equivalent in Euros) and therefore the exemption from the
requirement to publish a prospectus, set out in section 86(1) FSMA, will
apply.
A separate announcement has been made by the Company regarding the Retail
Offer and its terms.
The Retail Offer Shares will, when issued and fully paid, 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 after the date of
Admission.
6. Admission
Application will be made to the London Stock Exchange for the New Ordinary
Shares to be admitted to trading on AIM. Subject to the passing of the
Resolutions and the terms and conditions set out in the Placing Agreement and
the Subscription Agreements, it is currently expected that Admission will
become effective on AIM at 8.00 a.m. on 16 October 2024.
Following the issue of the Placing Shares, the Subscription Shares and the
Retail Offer Shares, it is expected that the Company will have 112,076,715
Ordinary Shares in issue (assuming full take up of the Retail Offer).
The Fundraising is conditional, inter alia, on the passing of Resolutions 1
and 2. If these Resolutions are not passed at the General Meeting, the
Fundraising will not proceed.
7. General Meeting
You will find set out at the end of the Circular a notice convening the
General Meeting to be held at the offices of Cavendish Capital Markets
Limited, One Bartholomew Close, London, EC1A 7BL at 11.00 a.m. on 14 October
2024 at which the Resolutions will be proposed.
The Resolutions are proposed in the Notice of General Meeting as set out at
the end of the Circular.
Resolutions 1 and 2
The Directors do not currently have sufficient authorities in place to
undertake the Placing, the Subscription and the Retail Offer. Therefore, the
Directors are seeking (i) authority to allot up to 40,000,000 new Ordinary
Shares in order to effect the Placing, the Subscription, and the Retail Offer
(Resolution 1), and (ii) a specific disapplication of the statutory
pre-emption rights to allot the Placing Shares, the Subscription Shares and
the Retail Offer Shares referred to at (i) above, to allow the Placing, the
Subscription and the Retail Offer to proceed (Resolution 2).
Resolution 2 will permit the Directors to allot shares for cash (i) in
connection with a rights issue or any other pre-emptive offer concerning
equity securities; or (ii) otherwise than in connection with a rights issue or
any other pre-emptive offer for shares in the Company up to a maximum nominal
value of £400,000, representing approximately 55.8 per cent. of the Company's
issued ordinary share capital as at 24 September 2024 (being the latest
practicable date prior to the publication of the Circular).
Resolution 1 will be proposed as an ordinary resolution and Resolution 2 will
be proposed as a special resolution.
Shareholders should be aware that the issue of the Placing Shares, the
Subscription Shares and the Retail Offer Shares cannot take place if either
Resolution 1 or Resolution 2 is not passed. The passing of Resolution 2 is
conditional on the passing of Resolution 1.
Action to be taken in respect of the General Meeting
Shareholders should complete and submit the accompanying Form of Proxy in
accordance with the instructions printed on it. The Form of Proxy must be
received by the Company's registrars, Computershare Investor Services PLC, The
Pavilions, Bridgwater Road, Bristol, BS99 6ZY, by no later than 11.00 a.m. on
10 October 2024. Completion of a Form of Proxy will not preclude you from
attending the General Meeting and voting in person if you so choose.
CREST members can also appoint proxies by using the CREST electronic
appointment service and transmitting a CREST Proxy Instruction in accordance
with the procedures set out in the CREST Manual so that it is received by
Computershare Investor Services PLC (under ID number 3RA50) by no later than
11.00 a.m. on 10 October 2024.
Shareholders are reminded that the Placing, the Subscription, and the Retail
Offer are conditional, inter alia, on the passing of the Resolutions to be
proposed at the General Meeting. Should the Resolutions not be passed, neither
the Placing, nor the Subscription, nor the Retail Offer will proceed and any
associated subscription monies in respect of the Placing Shares, the
Subscription Shares and the Retail Offer Shares will be returned to investors.
8. Irrevocable undertakings
The Directors who hold Ordinary Shares have irrevocably undertaken to vote in
favour of the Resolutions in respect of their own beneficial shareholdings,
amounting to approximately 10.61 per cent. of the Existing Ordinary Shares.
9. Risk Factors
Your attention is drawn to the risk factors in the 'Risk Factors' section of
the Circular which are important and which should be read in full.
10. Recommendation and Importance of the Vote
The Directors believe that if required, future funding may be sourced,
potentially from debt, industry partnerships or technology licences, with the
partnerships and licences being with multi-national, large regional service or
directional drilling companies. This current Fundraising, and the subsequent
base case scenario is not expected to be fully sufficient to fund the cash
requirements of the Group through to a position where it is able to fund
itself entirely from its own cashflow. Therefore, following this Fundraising,
it is expected that the Group will require additional funding, from the
sources described above, by July 2025, assuming no funds are raised in the
Retail Offer. Alternatively, the Company would need to reduce its spending
plans some time before July 2025. There can be no guarantee that sufficient
funds could be raised at a later date, and any additional equity financing, if
available, may be dilutive to Shareholders.
Shareholders should note that in the event that the Resolutions are not
passed, the Company would not receive the funds from the Placing, Subscription
or the Retail Offer, which would significantly limit the amount of working
capital available to the Company. There is no certainty that other funding
would be available on suitable terms or at all. Accordingly, in light of the
Group's reducing cash position, it would be likely that the Company would have
to severely restrict its costs, impacting its ability to progress its business
and its ability to generate value for the Group.
The Directors consider the Fundraising to be in the best interests of the
Company and its Shareholders as a whole. Accordingly, the Directors
unanimously recommend that Shareholders vote in favour of the Resolutions as
they have irrevocably undertaken to do so in respect of their beneficial
holdings.
Yours faithfully
Martin Perry
Chairman
RISK FACTORS
1. Technical and Market Adoption Risk
The risk that the SABER technology will not work as intended. The Directors
believe this probability to be very low as both Shell and Enteq have already
demonstrated proof of concept both in laboratory and field testing. There is a
risk that the technology will work in limited applications, which would reduce
the addressable market. This is something the Company is prepared for as the
market is determined to be large enough that the project is viable, even with
a small portion of the market. It can often be slow to introduce new
technologies into the oil and gas sector.
2. Shell Contractual Risk
The IP for the use of the Bernoulli principle for drilling was originally
developed by Shell and subsequently licensed to Enteq. Enteq has licence
agreements in place with Shell Global Solutions (US) Inc. and Shell Global
Solutions International B.V., both subsidiaries of Royal Dutch Shell plc which
gives Enteq the rights to use Shell's patents and other technical information
to develop, manufacture and sell a specialised rotary steerable drilling
system.
The licence continues on the current exclusive basis however Shell has the
right to amend certain terms of the licence or potentially terminate it. Enteq
considers these scenarios to be of low probability. In any case, Enteq,
supported by advice from the Company's patent attorney, believes that the
additional IP filed by Enteq provides good protection to prevent other parties
from developing this technology. There is an outside risk that Shell could
seek to challenge ownership of the Enteq patents but fortified by recent
discussions with Shell, Enteq views the chances of Shell making such challenge
or seeking to alter the licence as unlikely and there has been no indication
from Shell that they intend to take either course of action.
3. Third Party IP Risk
Another party could infringe the Shell IP. The other party would then need to
take-on the might of Shell, assuming that Shell is willing to fight for their
IP. Another party could infringe the Enteq IP. Enteq has two patents, one
granted in the UK and awaiting examination in other countries/regions, one
applied for. The "rotary bit cartridge" in particular (in the Directors'
opinion) does provide significant additional protection above the Shell IP. In
addition, the Company is filing for this patent in a wider group of countries
than the original Shell IP.
4. The Company cannot guarantee it will be able to secure financing via
equity or debt
There can be no guarantee that any further equity fundraising(s) will occur
or, if they do, that the amount raised will be sufficient to implement the
Company's strategy as currently envisaged. In addition, there is no guarantee
that the Company will be able to secure bank facilities at levels or on terms
acceptable to the Directors. A lack of equity or debt finance could have a
material and adverse effect on the Company's prospects and value of its
shares.
5. Changes in Laws or Regulations
Changes in laws or regulations may adversely affect the Company's business,
investments and the results of its operations. The Company is subject to laws
and regulations enacted by national and regional governments and institutions
and changes to those laws and regulations could have a material adverse effect
on the valuation of the Company.
6. Operational and Technical Risks
The Company's businesses is in the oil and gas sector and may therefore be
subject to operating and technical risks, including the risk of mechanical
breakdown, spare parts shortages, flawed design specifications, pipeline or
offtake disruptions, power shutdowns, work interruptions including labour
strikes or labour disputes, and other unanticipated events which adversely
affect operations. An operating failure
7. The Company is dependent on its directors, management and employees
The future success of the Company depends on the ability of the Company to
attract and retain its management and employees and, to a large extent, upon
the specialist experience, industry knowledge and skills of the Directors and
management team.
8. Equity Capital Markets Risk
Investors should consult an appropriate independent investment adviser
authorised under the Financial Services and Markets Act 2000 who specialises
in advising on the acquisition of shares and other securities before making a
final decision to invest. The value of the shares and income received
therefrom can fluctuate and investors may get back less than their original
investment.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Announcement of the Placing, the Subscription and the Retail Offer 25 September 2024
Posting and publication of the Circular and Form of Proxy 25 September 2024
Announcement of the results of the Retail Offer 30 September 2024
Latest time and date for receipt of Forms of Proxy and CREST Proxy 11.00 a.m. on 10 October 2024
Instructions
General Meeting 11.00 a.m. on 14 October 2024
Admission and commencement of dealings in the New Ordinary Shares 8.00 a.m. on 16 October 2024
New Ordinary Shares credited to CREST stock accounts 16 October 2024
Despatch of definitive share certificates for the New Ordinary Shares 30 October 2024
Notes:
(i) References to times in the Circular are to London
time (unless otherwise stated).
(ii) If any of the above times or dates should change, the
revised times and/or dates will be notified by an announcement to an RIS.
(iii) the timing of the events in the above timetable and in
the rest of the Circular is indicative only. All events listed in the above
timetable following the General Meeting are conditional on the passing of the
Resolutions of the General Meeting.
TRANSACTION STATISTICS¹
Issue Price 5.00 pence
Number of Existing Ordinary Shares 72,076,715
Number of Placing Shares to be issued by the Company pursuant to the Placing 24,586,320
Number of Subscription Shares to be issued by the Company pursuant to the 5,413,680
Subscription
Maximum number of Retail Offer Shares available to be issued pursuant to the 10,000,000
Retail Offer
Aggregate number of New Ordinary Shares 40,000,000
Enlarged Share Capital (assuming maximum number of Retail Offer Shares are 112,076,715
issued)
Percentage of Enlarged Share Capital represented by the Placing Shares 21.9%
Percentage of Enlarged Share Capital represented by the Subscription Shares 4.8%
Percentage of Enlarged Share Capital represented by the Retail Offer Shares 8.9%
Percentage of Enlarged Share Capital represented by the New Ordinary Shares 35.7%
Gross proceeds received by the Company from the Placing £1,229,316
Gross proceeds received by the Company from the Subscription £270,684
Maximum gross proceeds received by the Company from the Retail Offer £500,000
Gross proceeds of the Fundraising £2,000,000
Ordinary Shares ISIN GB00B41Q8Q68
Notes:
These figures set out the maximum number of Placing Shares, Subscription
Shares and Retail Offer Shares issuable and assume that:
(i) all relevant Resolutions contained in the Circular
are passed.
(ii) the Fundraising completes in accordance with the
terms set out in the Circular.
(iii) no other Ordinary Shares are issued by the Company
prior to Admission.
(iv) the resolutions to cancel the 50,000 Incentive Shares
proposed at the annual general meeting of the Company to be held on 25
September 2024 are passed and such shares are cancelled.
(v) the issue of 458,901 Ordinary Shares to Directors and
a former Director as referred to in paragraph 4 of the Letter from the
Chairman.
DEFINITIONS
In addition to the terms defined elsewhere in this announcement, the following
definitions apply throughout the Circular and the accompanying Form of Proxy,
unless the context requires otherwise or unless specifically provided
otherwise:
"Act"
the Companies Act 2006, as amended
"Admission"
admission of the Placing Shares, the Subscription Shares and the Retail Offer
Shares to trading on AIM becoming effective in accordance with the AIM Rules
which is expected to occur at 8.00 a.m. on 16 October 2024
"AIM"
AIM, a market operated by the London Stock Exchange
"AIM
Rules"
the AIM Rules for Companies published by the London Stock Exchange
"AIM Rules for Nominated the AIM Rules
for Nominated Advisers published by the London
Advisers"
Stock Exchange
"BookBuild"
or
the online platform through which the Retail Offer is being conducted
"BookBuild Platform"
"Business
Day"
a day (other than a Saturday or Sunday) on which commercial banks are open for
general business in London, England
"Cavendish"
Cavendish Capital Markets Limited, the financial adviser, nominated adviser,
broker and sole bookrunner to the Company, and, for the purpose of trade
settlement means Cavendish Securities plc
"Company" or "Enteq" Enteq
Technologies plc (registered number 07590845)
"Computershare"
Computershare Investor Services PLC, the registrars of the Company
"CREST"
the relevant system (as defined in the CREST Regulations) in respect of which
Euroclear is the Operator (as defined in the CREST Regulations)
"CREST
Manual"
the manual, as amended from time to time, produced by Euroclear describing the
CREST system and supplied by Euroclear to uses and participants thereof
"CREST
member"
a person who has been admitted by Euroclear as a system member (as defined in
the CREST Regulations)
"CREST
Participant" a
person who is, in relation to CREST, a system-participant (as defined in the
CREST Regulations)
"CREST
Regulations" the
Uncertificated Securities Regulations 2001 (SI 2001/3755) (as amended)
"CREST
sponsor"
a CREST Participant admitted to CREST as a CREST sponsor
"CREST sponsored member" a CREST member
admitted to CREST as a sponsored member (which includes all-CREST personal
members)
"Directors" or "Board" the
directors of the Company whose names appear on page 4 of the Circular
"Enlarged Share Capital" the
issued ordinary share capital of the Company immediately following Admission
"Euroclear"
Euroclear UK & International Limited, the operator of CREST
"Euros" or
"€"
are references to the lawful currency of the European Union
"Existing Ordinary
Shares" the
Ordinary Shares in issue at date of the Circular assuming that (i) the
resolutions to cancel the 50,000 Incentive Shares proposed at the annual
general meeting of the Company to be held on 25 September 2024 are passed and
such shares are cancelled, and (ii) the 458,901 Ordinary Shares to be issued
to Directors and a former Director as referred to in paragraph 4 of the Letter
from the Chairman have been issued
"Financial Conduct Authority" the Financial
Conduct Authority of the UK
"Form of
Proxy"
the form of proxy accompanying the Circular for use at the General Meeting
"FSMA"
the Financial Services and Markets Act 2000 (as amended)
"Fundraise" or "Fundraising" the Placing, the
Subscription and the Retail Offer
"GBP", "pounds sterling", are
references to the lawful currency of the United Kingdom "pence", "p" or "£"
"General
Meeting" the
general meeting of the Company as described in the Circular, notice of which
is set out at the end of the Circular
"Group"
the Company and its subsidiary undertakings from time to time
"Incentive
Shares"
the incentive shares of one pound (£1) each in the capital of the Company
"Issue
Price"
5.00 pence per New Ordinary Share
"London Stock Exchange" London
Stock Exchange plc
"New Ordinary
Shares"
the Placing Shares, the Subscription Shares and the Retail Offer Shares (being
up to, in aggregate, 40,000,000 new Ordinary Shares)
"Official
List"
the Official List of the Financial Conduct Authority
"Ordinary
Shares"
the ordinary shares of £0.01 each in the capital of the Company
"Overseas
Holders"
shareholders with registered addresses in, or who are citizens, residents or
nationals of, jurisdictions outside the UK
"Placing"
the proposed conditional placing of the Placing Shares at the Issue Price
pursuant to the Placing Agreement and which is conditional on, inter alia, the
passing of the Resolutions
"Placing Agreement"
the conditional agreement dated 25 September 2024 and made between Cavendish
and the Company in relation to the Placing, further details of which are set
out in paragraph 5.1 of the letter from the Chairman of the Company set out in
the Circular
"Placing
Shares"
the 24,586,320 new Ordinary Shares to be issued by the Company at the Issue
Price, conditional on, inter alia, the passing of the Resolutions
"Prospectus Regulation Rules" the Prospectus
Regulation Rules made by the Financial Conduct Authority under section 73A of
FSMA
"Resolutions"
the resolutions numbered 1 and 2 to be proposed at the General Meeting as set
out in the notice of General Meeting at the end of the Circular
"Retail
Offer"
the retail offer via BookBuild for subscription of the Retail Offer Shares at
the Issue Price
"Retail Investors"
or existing
shareholders of the Company who are resident in the United
"Retail
Shareholders"
Kingdom and are a customer of an intermediary who agree conditionally to
subscribe for Retail Offer Shares in the Retail Offer
"Retail Offer
Shares" up to
10,000,000 new Ordinary Shares to be allotted and issued by the Company
pursuant to the Retail Offer
"RIS"
a regulatory information service as defined by the AIM Rules
"Shareholders"
holders of Ordinary Shares from time to time
"Shell"
Royal Dutch Shell plc and any company or other legal entity which is directly
or indirectly controlled by Royal Dutch Shell plc
"Subscribers"
David MacNeill, Martin Perry, Andrew Law, and certain other non-institutional
investors
"Subscription"
the conditional subscriptions of the Subscription Shares at the Issue Price
pursuant to the respective Subscription Agreements
"Subscription Agreements" the conditional
agreements between the Company and each of the Subscribers relating to the
Subscribers' respective Subscription
"Subscription Shares"
the 5,413,680 new Ordinary Shares to be allotted and issued by the Company
pursuant to the Subscription
"UK" or "United Kingdom" the United
Kingdom of Great Britain and Northern Ireland
"USA" or "United States" United
States of America
"USD", "dollar" or "$" US
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