REG - Geiger Counter Ltd Geiger Counter - GCS - Result of subscription rights exercise

Geiger CounterAnnouncement

07/05/2024 13:15

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RNS Number : 4610N  Geiger Counter Ltd  07 May 2024

 

7 May 2024

GEIGER COUNTER LIMITED
(THE "COMPANY")

 

Result of subscription rights exercise for Ordinary Shares

The Board of the Company is pleased to announce that applications have been
received from shareholders to subscribe for 17,353,634 new ordinary shares of
no par value ("Ordinary Shares") at a price of 37.74p per share.

As previously announced, as there is a cap of Euro 8 million on the value of
Ordinary Shares that can be issued at the subscription price, each successful
applicant has had the number of shares they have applied for scaled back to
approximately 70.96 per cent of the number applied for.  A total of
12,314,071 Ordinary Shares will therefore be issued to the successful
applicants on the basis of one new Ordinary Share for every five existing
Ordinary Shares registered in the name of the successful applicants on the
record date, 21 March 2024.

Outstanding Subscription Rights

Shareholders holding approximately 32.07% of the Company's issued share
capital did not apply to take up their subscription rights entitlement,
representing a total of 5,816,025 Ordinary Shares.  In accordance with the
terms and conditions on which the Subscription Rights were issued, the Company
has appointed a trustee (the "Subscription Trustee").  If the Subscription
Trustee is of the opinion, having consulted Cavendish Capital Markets Limited
("Cavendish"), that the net proceeds of sale of the Ordinary Shares arising on
exercise of the outstanding Subscription Rights (after deduction of all costs
and expenses incurred by, and any fee due to, the Subscription Trustee) will
exceed the aggregate costs of subscription, the Subscription Trustee will
exercise either (i) all the Subscription Rights which have not been exercised
or (ii) at the Subscription Trustee's discretion such number of Subscription
Rights as will, in the Subscription Trustee's opinion, result in the Ordinary
Shares arising from such exercise being sold in the market for such net
proceeds as will exceed the costs of exercising such Subscription Share Rights
and the costs and expenses of sale.

It is intended that the full number of Ordinary Shares that would arise from
the exercise of the outstanding Subscription Rights (the "Rump") will be sold
by Cavendish by way of a secondary market placing executed at the maximum
available, single clearing price. However, the Subscription Trustee reserves
its absolute discretion to execute bargains in such sizes and prices as it
deems appropriate to the interests of the outstanding Subscription
Shareholders.  Qualified investors (as defined in section 86(7) of the
Financial Services and Markets Act 2000 (as amended)) considering
participation in the secondary market placing are advised to contact Cavendish
as soon as practicable.  Orders for the placing should state the number of
shares to be purchased and the maximum purchase price (or confirm that the
investor is willing to trade "at strike").  Investors placing orders should
note that if the full extent of the Rump is not covered, then a bargain is
expected to be executed at the maximum available, single clearing price for
the actual size of the book.

If the Subscription Trustee is of the opinion that the gross proceeds of sale
of the Ordinary Shares by the Subscription Trustee are likely to exceed the
costs of subscription but the excess is not sufficient to meet the costs and
expenses incurred by the Subscription Trustee, the Board intends that part or
all of such costs and expenses will be borne by the Company, provided that at
that time the Board believes this to be in the best interests of the Company
and Shareholders as a whole.

The Subscription Trustee will distribute the proceeds of any sale (less any
related subscription costs and other costs and expenses) pro rata to the
persons entitled thereto, provided that entitlements of under £5.00 shall be
retained for the benefit of the Company.

Accordingly, the Company announces that it will be issuing and allotting
12,314,071 Ordinary Shares, subject to admission to trading.  Application
will be made for the new Ordinary Shares to be admitted to trading on The
International Stock Exchange ("TISE") and to trading on the London Stock
Exchange's SETSqx platform.  It is expected that dealings will commence at
8.00 a.m. on 10 May 2024.

Total Voting Rights

For the purposes of the Financial Conduct Authority's Disclosure Guidance and
Transparency Rules ("DTRs"), following Admission the issued ordinary share
capital of the Company will consist of 138,383,779 Ordinary Shares with voting
rights attached 8,474,445 Ordinary Shares held in Treasury.  This figure of
138,383,779 may be used by the Company's shareholders as the denominator for
the calculation by which they will determine whether they are required to
notify their interest in, or a change to their interest in, the share capital
of the Company under the DTRs.

As outlined in the circular sent to Shareholders relating to the subscription
rights, all shareholders will have a further right to subscribe for shares on
30 April 2025 (on the basis of one new Ordinary Share for every five Ordinary
Shares held).  The subscription price will be equal to the unaudited diluted
net asset value per share on 1 May 2024.  A reminder will be sent to
shareholders prior to the next subscription date.

The information contained within this RNS is considered to be inside
information prior to its release.

For further information, please contact:

 Manulife | CQS Investment Management     Craig Cleland                                              T: +44 (0) 20 7201 5368
                                          Tunga Chigovanyika / Will Talkington (Corporate Finance)   T: +44 (0) 20 7397 1915

 Cavendish Capital Markets Limited
                                                                                                     T: +44 (0) 20 7220 0500

                                          Daniel Balabanoff / Pauline Tribe (Sales)
                                          Jane De Barros                                             T :+44 (0) 1534 825 259

 R&H Fund Services (Jersey) Limited

 

 

 

 

 

 

 

 

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