REG - Frontier IP Group - Result of Placing and Subscription

Frontier IPAnnouncement

22/11/2024 13:45

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RNS Number : 3790N  Frontier IP Group plc  22 November 2024

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN (TOGETHER, THIS
"ANNOUNCEMENT") 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, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR
JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.

 

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES
NOT CONSTITUTE OR FORM ANY PART OF AN OFFER TO SELL OR ISSUE, OR A
SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY
SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH
AFRICA OR JAPAN OR IN ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION WOULD BE UNLAWFUL OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE
SUCH OFFER OR SOLICITATION. NO PUBLIC OFFERING OF THE NEW ORDINARY SHARES IS
BEING MADE IN ANY SUCH JURISDICTION. ANY FAILURE TO COMPLY WITH THESE
RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH
JURISDICTIONS. PLEASE SEE THE IMPORTANT NOTICES IN THIS ANNOUNCEMENT.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
EU REGULATION 596/2014 (AS AMENDED) (WHICH FORMS PART OF DOMESTIC UK LAW
PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED)). UPON THE
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS
INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

22 November 2024

 

Frontier IP Group plc

("Frontier IP", the "Company" or the "Group")

 

Result of Placing and Subscription

 

 

Frontier IP Group plc (AIM: FIPP), a specialist in commercialising
intellectual property, is pleased to announce that further to the announcement
made at 7.01 a.m. today (the "Launch Announcement"), the Placing has
successfully closed at the Issue Price of 28 pence per share. The Company has
conditionally raised gross proceeds of approximately £2.8 million in the
Placing through the issue of 10,005,118 Placing Shares (comprising 357,146
Firm Placing Shares and 9,647,972 Conditional Placing Shares) and has
conditionally raised gross proceeds of approximately £0.3 million in the
Subscription through the issue of 1,042,857 Subscription Shares. Together, the
Placing and the Subscription have conditionally raised gross proceeds of
approximately £3.1 million.

Singer Capital Markets acted as sole bookrunner in connection with the
Placing.

In addition to the Placing and the Subscription, a separate conditional Retail
Offer being conducted by PrimaryBid to raise further proceeds of up to £1.0
million (before expenses) is open and is expected to close at 5.00 p.m. on 25
November 2024.

The Firm Placing is conditional upon, inter alia, First Admission becoming
effective. The Placing and Subscription are conditional upon, inter alia, the
Placing Agreement not having been terminated and becoming unconditional. The
Conditional Fundraising is conditional, inter alia, upon Second Admission
becoming effective and the Fundraising Resolutions required to implement the
Conditional Fundraising being duly passed by Shareholders at the Company's AGM
to be held at Mantle Space Offices, Nine Hills Road, Cambridge, CB2 1GE at
11.00 a.m. on 19 December 2024.

Capitalised terms used in this announcement shall, unless defined in this
announcement or unless the context provides otherwise, bear the same meaning
ascribed to such terms in the Launch Announcement.

Neil Crabb, CEO of Frontier IP, said:

"I am delighted by the success of this placing in what has been a very
difficult environment for AIM-quoted and early-stage companies. The positive
outcome reflects the underlying strength of our business model, the potential
of our portfolio and in particular its increasing maturity. Although the
outlook remains uncertain, I am encouraged by the progress we and our
portfolio companies have made this year and remain optimistic about future
prospects."

Admission, Settlement and Dealings

Application will be made for admission of the 357,146 Firm Placing Shares to
trading on AIM and it is expected that First Admission will become effective
and dealings in the Firm Placing Shares will commence at 8.00 a.m. on 28
November 2024. Immediately following First Admission, the issued share capital
of the Company is expected to comprise 56,524,092 Ordinary Shares. Each
Ordinary Share has one voting right and no Ordinary Shares are held in
treasury. Accordingly, immediately following First Admission, the total number
of voting rights in the Company will be 56,524,092. From First Admission, this
figure may be used by Shareholders as the denominator for the calculation by
which they will determine if they are required to notify their interest in, or
a change to their interest in, the Company under the FCA's Disclosure Guidance
and Transparency Rules.

Application will be made to the London Stock Exchange for the Conditional
Fundraising Shares to be admitted to trading on AIM. Subject to the passing of
the Fundraising Resolutions at the AGM, it is expected that Second Admission
will become effective and dealings in the Conditional Fundraising Shares will
commence at 8.00 a.m. on 23 December 2024, at which time it is also expected
that the Conditional Fundraising Shares will be enabled for settlement in
CREST.

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

The person responsible for arranging the release of this Announcement on
behalf of the Company is Jo Stent, Chief Financial Officer.

ENQUIRIES

 

 Frontier IP Group Plc                                                  T: 020 3968 7815 neil@frontierip.co.uk (mailto:neil@frontierip.co.uk)

 Neil Crabb, Chief Executive

                                                                        M: 07464 546 025

 Andrew Johnson, Communications & Investor Relations                    andrew.johnson@frontierip.co.uk (mailto:andrew.johnson@frontierip.co.uk)

 Company website: www.frontierip.co.uk (http://www.frontierip.co.uk/)

 Allenby Capital Limited (Nominated Adviser)                            T: 0203 328 5656

 Nick Athanas / George Payne

 Singer Capital Markets (Broker)                                        T: 0207 496 3000

 Charles Leigh-Pemberton / James Fischer

 

ABOUT FRONTIER IP

Frontier IP unites science and commerce by identifying strong intellectual
property and accelerating its development through a range of commercialisation
services. A critical part of the Group's work is involving relevant industry
partners at an early stage of development to ensure technology meets real
world demands and needs.

The Group looks to build and grow a portfolio of equity stakes and licence
income by taking an active involvement in spin-out companies, including
support for fund raising and collaboration with relevant industry partners at
an early stage of development.

IMPORTANT NOTICES

The distribution of this Announcement and/or the Placing and/or issue of the
New Ordinary Shares in certain jurisdictions may be restricted by law.  No
action has been taken by the Company, Singer CM or any of their respective
affiliates, agents, directors, officers, consultants, partners or employees
("Representatives") that would permit an offer of the New Ordinary Shares or
possession or distribution of this Announcement or any other offering or
publicity material relating to such New Ordinary Shares in any jurisdiction
where action for that purpose is required.  Persons into whose possession
this Announcement comes are required by the Company and Singer CM to inform
themselves about and to observe any such restrictions.

This Announcement or any part of it 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, Australia, Canada, the Republic of South Africa or Japan or any
other jurisdiction in which the same would be unlawful.  No public offering
of the New Ordinary Shares is being made in any such jurisdiction.

The New Ordinary Shares have not been approved or disapproved by the US
Securities and Exchange Commission, any state securities commission or other
regulatory authority in the United States, nor have any of the foregoing
authorities passed upon or endorsed the merits of the Placing or the accuracy
or adequacy of this Announcement.  Any representation to the contrary is a
criminal offence in the United States.  The relevant clearances have not
been, nor will they be, obtained from the securities commission of any
province or territory of Canada, no prospectus has been lodged with, or
registered by, the Australian Securities and Investments Commission or the
Japanese Ministry of Finance; the relevant clearances have not been, and will
not be, obtained from the South African Reserve Bank or any other applicable
body in the Republic of South Africa in relation to the New Ordinary Shares;
and the New Ordinary Shares have not been, nor will they be, registered under
or offered in compliance with the securities laws of any state, province or
territory of the United States, Australia, Canada, the Republic of South
Africa or Japan.  Accordingly, the New Ordinary Shares may not (unless an
exemption under the relevant securities laws is applicable) be offered, sold,
resold or delivered, directly or indirectly, in or into the United States,
Australia, Canada, the Republic of South Africa or Japan or any other
jurisdiction outside the United Kingdom or the EEA.

Persons (including, without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of this
Announcement should seek appropriate advice before taking any action.

Allenby Capital Limited ("Allenby Capital") is acting as nominated adviser to
the Company in connection with the Placing and the proposed admission of the
New Ordinary Shares to trading on AIM. Allenby Capital is authorised and
regulated by the Financial Conduct Authority (the "FCA") in the United
Kingdom. Allenby Capital is acting exclusively for the Company and no one else
in connection with the Placing, and Allenby Capital will not be responsible to
anyone (including any Placees) other than the Company for providing the
protections afforded to its clients or for providing advice in relation to the
Placing or any other matters referred to in this Announcement.  The
responsibilities of Allenby Capital as the Company's nominated adviser under
the AIM Rules for Nominated Advisers are owed solely to the Exchange and are
not owed to the Company or to any director of the Company or to any other
person.

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 Allenby Capital or by any of its 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 therefor is expressly disclaimed.

Singer Capital Markets Securities Limited ("Singer CM") is acting as broker
and as agent for and on behalf of the Company for the Placing. Singer CM is
authorised and regulated by the FCA in the United Kingdom and is acting
exclusively for the Company and no one else in connection with the Placing,
and Singer CM will not be responsible to anyone (including any Placees) other
than the Company for providing the protections afforded to its clients or for
providing advice in relation to the Placing or any other matters referred to
in this Announcement.

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 Singer CM or by any of its Representatives 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.

No statement in this Announcement is intended to be a profit forecast or
estimate, and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of the Company.

The price of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the shares.  Past performance is no guide to future performance, and persons
needing advice should consult an independent financial adviser.

The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than on the AIM market of the London
Stock Exchange.

Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.

This Announcement may contain, or may be deemed to contain, "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
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 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.

Information to Distributors

UK product governance

Solely for the purposes of the product governance requirements contained
within 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 New
Ordinary Shares have been subject to a product approval process, which has
determined that such securities are: (i) compatible with an end target market
of investors who meet the criteria of retail investors and investors who meet
the criteria of professional clients and eligible counterparties, each as
defined in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and
(ii) eligible for distribution through all distribution channels (the "Target
Market Assessment").  Notwithstanding the Target Market Assessment,
distributors (for the purposes of UK Product Governance Requirements) should
note that: (a) the price of the New Ordinary Shares may decline and investors
could lose all or part of their investment; (b) the New Ordinary Shares offer
no guaranteed income and no capital protection; and (c) an investment in the
New Ordinary 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 the requirements of any contractual, legal
or regulatory selling restrictions in relation to the Placing.  Furthermore,
it is noted that, notwithstanding the Target Market Assessment, Singer CM will
only procure investors who meet the criteria of professional clients and
eligible counterparties.

For the avoidance of doubt, the 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 New Ordinary Shares.

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

EEA product governance

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 in
the European Economic Area (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 New Ordinary Shares have been subject to a product approval
process, which has determined that the New Ordinary 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 New Ordinary Shares may decline and
investors could lose all or part of their investment; the New Ordinary Shares
offer no guaranteed income and no capital protection; and an investment in the
New Ordinary 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 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, Singer CM
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 the New Ordinary Shares.

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

Basis on which information is presented

In this Announcement, references to "£", "pence" and "p" are to the lawful
currency of the United Kingdom. All times referred to in this Announcement
are, unless otherwise stated, references to London time.

 

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