Enteq Technologies - Retail Offer

Enteq Technologies

25/09/2024 07:05

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RNS Number : 5397F  Enteq Technologies PLC  25 September 2024

THIS ANNOUNCEMENT, INCLUDING 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 ZEALAND, THE REPUBLIC OF SOUTH AFRICA, ANY MEMBER STATE OF THE
EEA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF
THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. PLEASE SEE THE
IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR MATERIALS
RELATING TO THE RETAIL OFFER AS A FINANCIAL PROMOTION IS ONLY BEING MADE TO,
AND MAY ONLY BE ACTED UPON BY, THOSE PERSONS IN THE UNITED KINGDOM FALLING
WITHIN ARTICLE 43 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMENDED (WHICH INCLUDES AN EXISTING MEMBER OF THE
COMPANY). ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT
RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND WILL BE ENGAGED IN ONLY BY SUCH
PERSONS. 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.

TERMS NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANINGS GIVEN TO THEM IN
THE COMPANY'S ANNOUNCEMENT RELEASED EARLIER TODAY.

 

Enteq Technologies plc

("Enteq", the "Company" or the "Group")

Retail Offer

The Board of Enteq Technologies plc is pleased to announce a retail offer via
the BookBuild platform to raise up to £0.5 million (the "Retail Offer")
through the issue of up to 10,000,000 new ordinary shares of 1p each
("Ordinary Shares") in the capital of the Company (the "Retail Offer Shares")
at an issue price of 5.00 pence per new Ordinary Share (the "Issue Price").

In addition to the Retail Offer, and as announced earlier today, the Company
is also conducting a placing of new Ordinary Shares and issue of subscription
shares to certain Directors and other investors (the "Placing Shares" and
"Subscription Shares" respectively, together with the Retail Offer Shares, the
"New Ordinary Shares") at the Issue Price.

A separate announcement has been made regarding the Placing and Subscription
and its terms. Capitalised terms used in this Announcement and not separately
defined shall have the same meaning as defined in the Company's announcement
released earlier today.  For the avoidance of doubt, the Retail Offer is not
part of the Placing and Subscription.

The proceeds of the Retail Offer will be utilised for additional growth
working capital and allow for additional fleet build, and full details of the
Fundraising, including the background to and reasons for the Placing and
Subscription and the Retail Offer is included in the separate announcement
released by the Company earlier today.

The Issue Price represents a discount of approximately 44.4 per cent. to the
closing share price of 9.00 pence per Existing Ordinary Share on 24 September
2024 (being the last practicable date prior to the date of this Announcement).
The issue price of the Retail Offer Shares is equal to the Issue Price.

The Retail Offer, the Placing and the Subscription are conditional, inter
alia, on the New Ordinary Shares being admitted to trading on the AIM market
("AIM") of the London Stock Exchange ("Admission"). Admission of the Retail
Offer Shares is expected to take place on 16 October 2024. Completion of the
Retail Offer, the Placing and the Subscription are also conditional upon the
Resolutions being duly passed by Shareholders at 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.

Expected Timetable in relation to the Retail Offer

 Retail Offer opens                                           25 September 2024 at 7.05 a.m.
 Latest time and date for commitments under the Retail Offer  30 September 2024 at 4.30 p.m.
 Results of the Retail Offer announced                        30 September 2024
 Admission and dealings commence in Retail Offer Shares       16 October 2024

Any changes to the expected timetable set out above will be notified by the
Company through a Regulatory Information Service. References to times are to
London times unless otherwise stated.

Dealing Codes

 Ticker                         NTQ
 ISIN for the Ordinary Shares   GB00B41Q8Q68
 SEDOL for the Ordinary Shares  B41Q8Q6

 

Retail Offer

The Company values its retail shareholder base and believes that it is
appropriate to provide its eligible existing retail shareholders 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:

https://www.bookbuild.live/deals/Z1ZZE1/authorised-intermediaries
(https://www.bookbuild.live/deals/Z1ZZE1/authorised-intermediaries)

Cavendish Capital Markets Limited will be acting as retail offer coordinator
in relation to this Retail Offer (the "Retail Offer Coordinator").

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, inter alia, 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. 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 will be open 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.

If any intermediary has any questions about how to participate in the Retail
Offer on behalf of existing retail shareholders, please contact the Retail
Offer Coordinator or BookBuild at email: support@bookbuild.live
(mailto:support@bookbuild.live) .

The Retail Offer is and will be, at all times, made only to, directed at and
may only be acted upon by those persons who are, shareholders in the Company.
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 in 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
shares in the Company 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 shares in the
Company are not eligible to participate in the Retail Offer.

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

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 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 the date of Admission.

The Retail Offer is an offer to subscribe 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. It is a term of the Retail
Offer that the aggregate total consideration payable for the Retail Offer
Shares will not exceed £0.5 million (or the equivalent in Euros). The
exemption from the requirement to publish a prospectus, set out in section
86(1)(e) of the Financial Services and Markets Act 2000 (as amended), will
apply to the Retail Offer.

The Retail Offer is not being made into any jurisdiction other than the United
Kingdom and, in particular, is not being made to US Persons (as defined in
Regulation S of the US Securities Act 1933, as amended).

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 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
issued by the London Stock Exchange, Financial Conduct Authority's Disclosure
Guidance and Transparency Rules and the Market Abuse Regulation (EU Regulation
No. 596/2014) ("MAR") as it forms part of United Kingdom law by virtue of the
European Union (Withdrawal) Act 2018 (as amended).

There is a minimum subscription of £100.00 per investor under the terms of
the Retail Offer which is open to investors in the United Kingdom subscribing
via the intermediaries which will be listed, subject to certain access
restrictions, on the following website:

https://www.bookbuild.live/deals/Z1ZZE1/authorised-intermediaries
(https://www.bookbuild.live/deals/Z1ZZE1/authorised-intermediaries)

There is no maximum application amount to apply in the 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 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 separate announcement released by the Company earlier today includes
details of further key risks associated with an investment in the Company.

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.

It should be noted that a subscription for Retail Offer Shares and investment
in the Company carries a number of risks, including the risk that investors
may lose their entire investment. Investors should take independent advice
from a person experienced in advising on investment in securities such as the
Retail Offer Shares if they are in any doubt.

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. AIM has been in existence since June 1995 but its
future success and liquidity in the market for the Company's shares cannot be
guaranteed.

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.

 

 

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)      +44 (0)20 7220 0570

 Ed Frisby, George Lawson (Corporate Finance)

 Andrew Burdis (ECM)

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 been prepared by, and is the sole
responsibility of, the Company.

 

The Retail Offer is only open to investors in the United Kingdom who fall
within Article 43 of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (which includes an existing member of the
Company).

 

This Announcement and the information contained herein is not for release,
publication or distribution, directly or indirectly, in whole or in part, in
or into or from the United States (including its territories and possessions,
any state of the United States and the District of Columbia (the "United
States" or "US")), Australia, New Zealand, Canada, Japan, the Republic of
South Africa, any member state of the EEA or any other jurisdiction where to
do so might constitute a violation of the relevant laws or regulations of such
jurisdiction.

The Retail Offer 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 amended.

This Announcement does not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for Retail Offer Shares in the
United States, Australia, New Zealand, Canada, Japan, the Republic of South
Africa, any member state of the EEA or any other jurisdiction in which such
offer or solicitation is or may be unlawful. No public offer of the securities
referred to herein is being made in any such jurisdiction.

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.

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
this document. Any other person in receipt of this Announcement should seek
their own independent legal, investment and tax advice as they see fit.
Cavendish means Cavendish Capital Markets Limited and, for the purpose of
trade settlement in the Placing, means Cavendish Securities plc.

The value of Ordinary Shares and the income from them is not guaranteed and
can fall as well as rise due to stock market and currency movements. When you
sell your investment, you may get back less than you originally invested.
Figures refer to past performance and past performance is not a reliable
indicator of future results. Returns may increase or decrease as a result of
currency fluctuations.

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. Each
of the Company and Cavendish expressly disclaims 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 Cavendish, 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. Each of Cavendish, and its affiliates, accordingly disclaims all
and any liability whether arising in tort, contract or otherwise which it
might otherwise be found to have in respect of this Announcement or its
contents or otherwise arising in connection therewith.

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.

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 Retail Offer Shares to be issued or sold pursuant to the Retail Offer will
not be admitted to trading on any stock exchange other than the London Stock
Exchange.

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 MiFIR 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 MiFIR Product Governance
Requirements) may otherwise have with respect thereto, the Retail Offer Shares
have been subject to a product approval process, which has determined that the
Retail Offer Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in paragraphs 3.5 and 3.6 of COBS;
and (ii) eligible for distribution through all permitted distribution channels
(the "Target Market Assessment").

Notwithstanding the Target Market Assessment, distributors should note that:
the price of the Retail Offer Shares may decline and investors could lose all
or part of their investment; the Retail Offer Shares offer no guaranteed
income and no capital protection; and an investment in the Retail Offer 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 Target Market Assessment is without
prejudice to any contractual, legal or regulatory selling restrictions in
relation to the Retail Offer.

For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Chapters 9A or 10A respectively of COBS; 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 Retail Offer Shares. Each distributor is
responsible for undertaking its own target market assessment in respect of the
Retail Offer Shares and determining appropriate distribution channels.

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 Retail Offer Shares
have been subject to a product approval process, which has determined that the
Retail Offer Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
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 Retail Offer
Shares may decline and investors could lose all or part of their investment;
the Retail Offer Shares offer no guaranteed income and no capital protection;
and an investment in the Retail Offer 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
Retail Offer.

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 the Retail Offer Shares. Each distributor is responsible for
undertaking its own target market assessment in respect of the Retail Offer
Shares and determining appropriate distribution channels.

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