REG - GETECH Group plc - Result of Placing and Subscription

GetechAnnouncement

09/08/2024 09:15

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RNS Number : 9016Z  GETECH Group plc  09 August 2024

THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE INFORMATION CONTAINED
HEREIN ARE RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF
AMERICA, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, THE
REPUBLIC OF IRELAND OR JAPAN OR IN OR INTO ANY OTHER JURISDICTION WHERE TO DO
SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.

 

THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) IS FOR INFORMATION PURPOSES ONLY
AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) DOES
NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER
OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES OF THE COMPANY IN ANY JURISDICTION WHERE TO DO SO WOULD BREACH ANY
APPLICABLE LAW OR REGULATION.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (596/2014/EU) AS IT FORMS PART OF UK DOMESTIC LAW
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED) ("MAR"). IN
ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF
CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT
CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY MAR.
UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE
TO BE IN POSSESSION OF INSIDE INFORMATION.

 

9 August 2024

 

Getech Group plc

 

("Getech", or the "Company")

 

Result of Placing & Subscription

 

Getech Group plc, a world-leading locator of subsurface resources, is pleased
to confirm that, further to the Company's announcement released at 5.55 p.m.
on 8 August 2024 (the "Fundraising Announcement"), the bookbuild has now
closed and the Company has, conditionally, raised gross proceeds of £1.5
million before expenses by way of a successful placing of, and subscription
for, a total of 75,000,000 new Ordinary Shares at the Issue Price of 2 pence
per share (the "Placing and Subscription").

 

Capitalised terms used in this announcement (the "Announcement") have the
meanings given to them in the Fundraising Announcement, unless the context
provides otherwise.

 

Cavendish Capital Markets Limited ("Cavendish") acted as nominated adviser,
broker and sole bookrunner in respect of the Placing.

 

The Placing and Subscription and the issue of the Placing and Subscription
Shares are conditional upon, amongst other things:

·      shareholder approval of the Resolution to be proposed at a
general meeting of the Company;

·      the Placing Agreement having become unconditional (save for
Admission) and not having been terminated in accordance with its terms prior
to Admission; and

·      Admission taking place by no later than 8.00 a.m. on 28 August
2024 (or such later date as Cavendish may agree in writing with the Company,
being not later than 8.00 a.m. on 12 September 2024).

 

Director Participation

 

The following Directors of the Company have participated in the Subscription:

 

 Name of Director   Number of new Ordinary Shares acquired  Total Ordinary Shares following the Fundraising  Total interest in the enlarged issued share capital(1,2)
 Michael Covington  1,328,750                               1,378,567                                        0.90%
 Richard Bennett    896,878                                 961,024                                          0.63%
 Andrew Darbyshire  914,772                                 1,004,772                                        0.66%
 Chris Jepps        1,082,828                               2,057,006                                        1.35%
 Emma Parker        331,750                                 331,750                                          0.22%

 

1 Assuming full take up of the Retail Offer

2 On the assumption that no new Ordinary Shares are issued under the Company's
share schemes prior to the date of Admission.

 

Related Party Transaction

 

Michael Covington, Richard Bennett, Andrew Darbyshire, Chris Jepps and Emma
Parker (together, the "Subscribers"), as directors of the Company, are
considered to be "related parties" as defined under the AIM Rules and
accordingly their participation in the Subscription constitutes a related
party transaction for the purposes of Rule 13 of the AIM Rules. The
Subscribers have conditionally subscribed for, in aggregate, 4,554,978 new
Ordinary Shares at the Issue Price. Alyson Levitt, who is not participating in
the Fundraising, and is therefore considered to be an independent Director for
the purposes of the Fundraising, considers, having consulted with Cavendish
Capital Markets Limited, that the terms of the related party transaction are
fair and reasonable insofar as the Shareholders are concerned.

 

Admission & Total Voting Rights

 

Completion of the Placing and Subscription remains subject, inter alia, to
Admission of the Placing and Subscription Shares. Application will be made to
the London Stock Exchange for the New Shares to be admitted to trading on AIM.
It is expected that dealings in the New Shares will commence on or
around 8.00 a.m. on 28 August 2024 (or such time and/or date as the
Company and Cavendish may agree, being not later than 12 September 2024).

 

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

 

General Meeting & Posting of Circular

 

The General Meeting to approve the Resolution is to be held at 10.00 a.m. on
27 August 2024 at Cavendish at One Bartholomew Close, London EC1A 7BL.

 

The Circular, containing the Notice of the General Meeting, which sets out the
Resolution and further details on the Fundraising, is expected to be available
to Shareholders of the Company on or about 9 August 2024 and will be available
on the Company's website at
www.https://getech.com/getech-investors/documents-circulars/.com
(https://getech.com/getech-investors/documents-circulars/) . The Circular will
include a unanimous Board recommendation that all shareholders vote in favour
of the Resolutions.

 

The Fundraising is conditional, among other things, upon the passing of the
Resolution. Shareholders should be aware that if the Resolution is not
approved by Shareholders at the General Meeting, the Fundraising will not
proceed as proposed, the Company will not receive any of the funds raised.

 

Timetable

 

The expected regarding the proposed Fundraising is set out below.

 

The times and dates set out below, and mentioned throughout this Announcement,
are subject to change, and may be adjusted by the Company in consultation with
Cavendish. The timetable below also assumes that the Resolution is passed at
the General Meeting without adjournment. In the event of any significant
changes from the expected timetable below, details of the new times and dates
will be notified to Shareholders by an announcement on a Regulatory
Information Service.

 

 Posting of the Circular and the Notice of General Meeting                       9 August 2024

 Announcement of the Retail Offer                                                9 August 2024

 Announcement of the results of the Retail Offer                                 22 August 2024

 Latest time and date for receipt of Form of Proxy or CREST or Proxymity proxy   10.00 a.m. on 22 August 2024
 appointment for the General Meeting

 Voting record date                                                              5.00 p.m. on 22 August 2024

 General Meeting                                                                 10.00 a.m. 27 August 2024

 Announcement of result of General Meeting                                       27 August 2024

 Admission and commencement of dealings of the New Shares expected to commence   8.00 a.m. on 28 August 2024
 on AIM

 CREST accounts credited in respect of the New Shares to be held in              28 August 2024
 uncertificated form

 Expected date for dispatch of definitive share certificates for all New Shares  Within 10 Business Days of Admission
 to be held in certificated form

 

Notes:

1.        Each of the times and dates in the above timetable, and shown
elsewhere in this document, are indicative only and if any of the details
contained in the timetable above should change, the revised times and dates
will be notified to Shareholders by means of an announcement through a
Regulatory Information Service.

2.        All of the above times refer to London time unless otherwise
stated.

3.        All events listed in the above timetable following the
announcement of the results of the General Meeting are conditional on the
passing of the Resolution at the General Meeting.

 

 

For further information, please contact:

 

 Getech Group plc                                            Tel: 0113 322 2200
 Richard Bennett, CEO

 Cavendish Capital Markets Limited                           Tel: 020 7397 8900
 Neil McDonald / Pete Lynch (Corporate Finance)
 Dale Bellis / Jasper Berry (Sales)

 Novella Communications                                      Tel: 0203 151 7008
 Tim Robertson / Safia Colebrook
 getech@novella-comms.com (mailto:getech@novella-comms.com)

 

Notes to editors:

 

Getech is a leading locator of the energy and mineral resources essential for
the world's energy transition. Getech's unique data encompassing the most
recent 400 million years of Earth's evolution, coupled with its geoscience
expertise, AI-driven analytics and extensive GIS capabilities, enables the
company to provide valuable and actionable insights to support resource
discovery and development.

 

The company's client portfolio is wide-ranging, from governments,
municipalities, natural resources and energy companies to consumer goods and
computing services companies, all striving to become energy and minerals
self-sufficient and drive towards net zero.

 

Founded in 1994 Getech is listed on the Alternative Investment Market of the
London Stock Exchange ("AIM"), with ticker symbol GTC.

 

For further information, please visit www.getech.com (http://www.getech.com/)
.

 

 1   Details of the person discharging managerial responsibilities
 a)  Name                                                         Michael Covington
 2   Reason for the notification
 a)  Position/status                                              Chairman
 b)  Initial notification/amendment                               Initial notification
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Getech Group plc
 b)  LEI                                                          213800L36BCDMGT89738
 4   Details of the transaction(s): section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
     place where transactions have been conducted
 a)  Description of the financial instrument, type of instrument  Ordinary shares of 0.25 pence each

     Identification code

                                                                  GB00B0HZVP95
 b)  Nature of the transaction                                    Conditional agreement to subscribe for ordinary shares of 0.25 pence each
 c)  Price(s) and volume(s)                                       Price(s)  Volume(s)
                                                                  2p        1,328,750
 d)  Aggregated information

     -   Aggregated volume                                        n/a

      -   Price
 e)  Date of the transaction                                      8 August 2024
 f)  Place of the transaction                                     London Stock Exchange, AIM

d)

Aggregated information

-   Aggregated volume

 -   Price

 

n/a

e)

Date of the transaction

8 August 2024

f)

Place of the transaction

London Stock Exchange, AIM

 

 

 1   Details of the person discharging managerial responsibilities
 a)  Name                                                         Richard Bennett
 2   Reason for the notification
 a)  Position/status                                              Chief Executive Officer
 b)  Initial notification/amendment                               Initial notification
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Getech Group plc
 b)  LEI                                                          213800L36BCDMGT89738
 4   Details of the transaction(s): section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
     place where transactions have been conducted
 a)  Description of the financial instrument, type of instrument  Ordinary shares of 0.25 pence each

     Identification code

                                                                  GB00B0HZVP95
 b)  Nature of the transaction                                    Conditional agreement to subscribe for ordinary shares of 0.25 pence each
 c)  Price(s) and volume(s)                                       Price(s)  Volume(s)
                                                                  2p        896,878
 d)  Aggregated information

     -   Aggregated volume                                        n/a

      -   Price
 e)  Date of the transaction                                      8 August 2024
 f)  Place of the transaction                                     London Stock Exchange, AIM

d)

Aggregated information

-   Aggregated volume

 -   Price

 

n/a

e)

Date of the transaction

8 August 2024

f)

Place of the transaction

London Stock Exchange, AIM

 

 1   Details of the person discharging managerial responsibilities
 a)  Name                                                         Andrew Darbyshire
 2   Reason for the notification
 a)  Position/status                                              Chief Financial Officer
 b)  Initial notification/amendment                               Initial notification
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Getech Group plc
 b)  LEI                                                          213800L36BCDMGT89738
 4   Details of the transaction(s): section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
     place where transactions have been conducted
 a)  Description of the financial instrument, type of instrument  Ordinary shares of 0.25 pence each

     Identification code

                                                                  GB00B0HZVP95
 b)  Nature of the transaction                                    Conditional agreement to subscribe for ordinary shares of 0.25 pence each
 c)  Price(s) and volume(s)                                       Price(s)  Volume(s)
                                                                  2p        914,772
 d)  Aggregated information

     -   Aggregated volume                                        n/a

      -   Price
 e)  Date of the transaction                                      8 August 2024
 f)  Place of the transaction                                     London Stock Exchange, AIM

d)

Aggregated information

-   Aggregated volume

 -   Price

 

n/a

e)

Date of the transaction

8 August 2024

f)

Place of the transaction

London Stock Exchange, AIM

 

 1   Details of the person discharging managerial responsibilities
 a)  Name                                                         Chris Jepps
 2   Reason for the notification
 a)  Position/status                                              Chief Operating Officer
 b)  Initial notification/amendment                               Initial notification
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Getech Group plc
 b)  LEI                                                          213800L36BCDMGT89738
 4   Details of the transaction(s): section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
     place where transactions have been conducted
 a)  Description of the financial instrument, type of instrument  Ordinary shares of 0.25 pence each

     Identification code

                                                                  GB00B0HZVP95
 b)  Nature of the transaction                                    Conditional agreement to subscribe for ordinary shares of 0.25 pence each
 c)  Price(s) and volume(s)                                       Price(s)  Volume(s)
                                                                  2p        1,082,828
 d)  Aggregated information

     -   Aggregated volume                                        n/a

      -   Price
 e)  Date of the transaction                                      8 August 2024
 f)  Place of the transaction                                     London Stock Exchange, AIM

d)

Aggregated information

-   Aggregated volume

 -   Price

 

n/a

e)

Date of the transaction

8 August 2024

f)

Place of the transaction

London Stock Exchange, AIM

 

 1   Details of the person discharging managerial responsibilities
 a)  Name                                                         Emma Parker
 2   Reason for the notification
 a)  Position/status                                              Non-Executive Director
 b)  Initial notification/amendment                               Initial notification
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Getech Group plc
 b)  LEI                                                          213800L36BCDMGT89738
 4   Details of the transaction(s): section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
     place where transactions have been conducted
 a)  Description of the financial instrument, type of instrument  Ordinary shares of 0.25 pence each

     Identification code

                                                                  GB00B0HZVP95
 b)  Nature of the transaction                                    Conditional agreement to subscribe for ordinary shares of 0.25 pence each
 c)  Price(s) and volume(s)                                       Price(s)  Volume(s)
                                                                  2p        331,750
 d)  Aggregated information

     -   Aggregated volume                                        n/a

      -   Price
 e)  Date of the transaction                                      8 August 2024
 f)  Place of the transaction                                     London Stock Exchange, AIM

d)

Aggregated information

-   Aggregated volume

 -   Price

 

n/a

e)

Date of the transaction

8 August 2024

f)

Place of the transaction

London Stock Exchange, AIM

 

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