REG - Gelion PLC - UK Retail Offer

GelionAnnouncement

09/11/2023 08:00

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RNS Number : 9326S  Gelion PLC  09 November 2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, TO US PERSONS OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA,
CANADA, SOUTH AFRICA OR JAPAN, OR ANY MEMBER STATE OF THE EEA, OR ANY OTHER
JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE
A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE
IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR MATERIALS
RELATING TO THE UK 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 GELION
PLC). 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 INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE
OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION
OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF GELION PLC.

9 November 2023

GELION PLC

("Gelion" or the "Company" or the "Group")

 

UK Retail Offer

The Board of Gelion plc (the "Company") is pleased to announce a retail offer
via Bookbuild (the "UK Retail Offer") of new ordinary shares ("Ordinary
Shares") of 0.1p each in the capital of the Company (the "UK Retail Offer
Shares") at an issue price of 24 pence per new Ordinary Share (the "Issue
Price").

In addition to the UK Retail Offer and as announced earlier today, the Company
has conditionally raised c.£4.0 million at the Issue Price through a placing
and subscription (the "Placing", the "Subscription", and together with the UK
Retail Offer and the Australian Retail Offer, the "Fundraising"). A separate
announcement has been made regarding the Placing and Subscription and their
respective terms, as well as the Australian Retail Offer, and sets out the
reasons for the Fundraising and use of proceeds.

The Issue Price represents a discount of approximately 3 per cent to the
closing share price of 24.75p per existing Ordinary Share on 8 November 2023.

The UK Retail Offer is conditional on the passing of the resolutions at the
General Meeting of the Company to be held at 10.00 a.m. on 27 November 2023 at
the offices of Cavendish at 1 Bartholomew Close, London EC1A 7BL, and the UK
Retail Offer Shares being admitted to trading on the AIM market ("AIM")
operated by the London Stock Exchange ("Admission"). Admission of the UK
Retail Offer Shares is expected to take place at 8.00 a.m. on 29 November
2023. Completion of the UK Retail Offer is conditional, inter alia, upon the
completion of the Placing.

For the avoidance of doubt, the UK Retail Offer is not part of the Placing,
the Subscription or the Australian Retail Offer.  Capitalised terms used in
this announcement and not separately defined shall have the same meanings as
defined in the Company's announcement released earlier today.

Expected Timetable in relation to the UK Retail Offer

 UK Retail Offer opens                                           09/11/2023, 08:00
 Latest time and date for commitments under the UK Retail Offer  22/11/2023, 16:30
 Results of the UK Retail Offer announced                        22/11/2023
 Admission and dealings in UK Retail Offer Shares commence       29/11/2023

 

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                         GELN
 ISIN for the Ordinary Shares   GB00BNBQZD59
 SEDOL for the Ordinary Shares  BNBQZD5

 

UK Retail Offer

The Company values its retail shareholder base, which has supported the
Company alongside institutional investors since IPO in November 2021. Given
the support of retail shareholders, the Company believes that it is
appropriate to provide its retail shareholders in the United Kingdom the
opportunity to participate in the UK Retail Offer. The Company is therefore
making the UK 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/6D70PQ/authorised-intermediaries
(https://www.bookbuild.live/deals/6D70PQ/authorised-intermediaries)

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

Existing retail shareholders can contact their broker or wealth manager
("Intermediary") to participate in the UK Retail Offer. In order to
participate in the UK Retail Offer, each intermediary must be on-boarded onto
the Bookbuild platform and agree to the final terms and the UK Retail Offer
terms and conditions, which regulate, inter alia, the conduct of the UK 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 UK 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
UK Retail Offer.

The UK Retail Offer will be open to eligible investors in the United Kingdom
at 8:00am on 9 November 2023. The UK Retail Offer is expected to close
at 4:30pm on 22 November 2023. Investors should note that financial
intermediaries may have earlier closing times. The UK Retail Offer may close
early if it is oversubscribed.

If any intermediary has any questions about how to participate in the UK
Retail Offer on behalf of existing retail shareholders, please contact the UK
Retail Offer Coordinator on +44 (0) 20 7220 0500 or Bookbuild at email:
support@bookbuild.live.

The UK Retail Offer the subject of this announcement is and will, at all
times, only be made 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 UK Retail Offer, applicants must meet the following criteria before they
can submit an order for UK 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 Ordinary Shares are not eligible to
participate in the UK 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 UK Retail Offer without giving any reason for such rejection.

It is vital to note that once an application for UK 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 their date of issue.

The UK 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 UK
Retail Offer that the aggregate total consideration payable for the UK Retail
Offer Shares will not exceed £300,000.00 (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 UK Retail Offer.

The UK Retail Offer is not being made into any jurisdiction other than the
United Kingdom or 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 UK 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 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 UK 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/6D70PQ/authorised-intermediaries
(https://www.bookbuild.live/deals/6D70PQ/authorised-intermediaries)

There is no maximum application amount to apply in the UK Retail Offer. The
terms and conditions on which investors subscribe will be provided by the
relevant financial intermediaries including relevant commission or fee
charges.

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 UK Retail Offer Shares and
investment in the Company carries a number of risks. Investors should take
independent advice from a person experienced in advising on investment in
securities such as the UK Retail Offer Shares if they are in any doubt.

For further information, please contact:

 Gelion plc                                                        via Alma PR

 John Wood, CEO

 Amit Gupta, CFO

 Thomas Maschmeyer, Founder and Principal Technology Advisor

 Cavendish Capital Markets Limited (Nominated Adviser and Broker)  +44 207 220 0500
 Corporate Finance

 Neil McDonald

 Seamus Fricker

 Fergus Sullivan

 ECM

 Barney Hayward

 Alma  (Financial PR Adviser)                                      +44 20 3405 0205

 Justine James                                                     gelion@almastrategic.co.uk

 Hannah Campbell

 Will Ellis Hancock

 

Further information on the Company can be found on its website
at: https://gelion.com/ (https://gelion.com/) .

The Company's LEI is 2138008NC7YL3MCUDR84.

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.

Important Notices

The UK 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, 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 UK 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 UK Retail
Offer Shares is being made in the United States. The UK 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 UK Retail Offer Shares in the
United States, Australia, Canada, New Zealand, 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 Capital Markets Limited is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively for the
Company and for no-one else and will not regard any other person (whether or
not a recipient of this announcement) as its client in relation to the UK
Retail Offer and will not be responsible to anyone other than the Company for
providing the protections afforded to its clients, nor for providing advice in
connection with the UK Retail Offer, Admission and the other arrangements
referred to in this announcement.

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 Capital Markets Limited  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 Capital Markets Limited
or any of its respective 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 the Cavendish Capital Markets Limited
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 Share
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 and no statement in this announcement should be interpreted to
mean that earnings or target dividend per share of the Company for the current
or future financial years would necessarily match or exceed the historical
published earnings or dividends per share of 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 UK Retail Offer Shares to be issued or sold pursuant to the UK 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 UK Retail Offer
Shares have been subject to a product approval process, which has determined
that the UK 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 UK Retail Offer
Shares may decline and investors could lose all or part of their investment;
the UK Retail Offer Shares offer no guaranteed income and no capital
protection; and an investment in the UK 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 UK
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 UK Retail Offer Shares. Each distributor
is responsible for undertaking its own target market assessment in respect of
the UK 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 UK Retail Offer
Shares have been subject to a product approval process, which has determined
that the UK 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 UK Retail
Offer Shares may decline and investors could lose all or part of their
investment; the UK Retail Offer Shares offer no guaranteed income and no
capital protection; and an investment in the UK 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 UK 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 UK Retail Offer Shares. Each distributor is responsible for
undertaking its own target market assessment in respect of the UK Retail Offer
Shares and determining appropriate distribution channels.

 

 

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