REG - GRC Intnl.Group PLC - Results of Placing

Grc InternationalAnnouncement

18/01/2022 12:35

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RNS Number : 8486Y  GRC International Group PLC  18 January 2022

THIS ANNOUNCEMENT (INCLUDING THE IMPORTANT NOTICES) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND FOR INFORMATION PURPOSES ONLY AND IS NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, AND DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN, 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 THE "US"), AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA
("RESTRICTED JURISDICTIONS") OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION, DISTRIBUTION, OFFER OR SALE WOULD BE UNLAWFUL. PLEASE SEE THE
IMPORTANT NOTICES SECTION OF THIS ANNOUNCEMENT.

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO
CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION
(REGULATION 596/2014/EU) AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR").

18 January 2022

 

GRC International Group plc

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

 

Results of Placing

 

GRC International Group plc (AIM: GRC), an integrated cyber security and
privacy solutions business, is pleased to announce that it has raised £3
million via an oversubscribed Placing which was announced on 17 January 2022
through the issue of 7,894,737 Placing Shares on a non-pre-emptive basis with
existing institutional and other investors at the Placing Price. The net
proceeds of the Placing are estimated to be approximately £2.8 million.

 

The Placing Price of 38 pence per Placing Share represents a discount of 9.5
per cent. to the closing price of 42 pence per existing Ordinary Share on 14
January 2022, being the last business day prior to this announcement. The
Placing Shares will represent approximately 7.3 per cent. of the Company's
enlarged issued share capital.

 

Alan Calder, Chief Executive Officer of GRC, said: "We are delighted with the
support from investors, which has enabled us to raise sufficient capital to
fully fund our immediate growth plans. With net proceeds of approximately
£2.8 million we can now accelerate the planned investment in our SaaS and
e-commerce platforms and take advantage of further investment opportunities
that have been earmarked for later this year."

 

Related Party Transactions

 

Canaccord Genuity Group Inc. ("Canaccord") and Nigel Wray have agreed to
subscribe for, respectively, 3,591,250 and 1,554,600 Placing Shares pursuant
to the Placing. Canaccord and Nigel Wray are both related parties of the
Company for the purposes of the AIM Rules for Companies by virtue of their
status as substantial shareholders holding 10 per cent. or more of the
Company's existing ordinary shares. The Directors consider, having consulted
with the Company's nominated adviser, Grant Thornton UK LLP, that the terms
upon which Canaccord and Nigel Wray are participating in the Placing are fair
and reasonable insofar as the Company's shareholders are concerned.

 

Application for Admission

 

An application has been made to the London Stock Exchange for the Placing
Shares to be admitted to trading on AIM and it is expected that admission will
become effective and that trading will commence in the Placing Shares at 8.00
a.m. on or around 21 January 2022 ("Admission").

 

The Placing is conditional on, amongst other things, Admission becoming
effective and the Placing Agreement between the Company and Dowgate becoming
unconditional and not being terminated in accordance with its terms.

 

Total Voting Rights

 

Following Admission, the Company will have 107,826,246 Ordinary Shares in
issue. The Company does not hold any Ordinary Shares in treasury. Therefore,
the total number of Ordinary Shares and voting rights in the Company will be
107,826,246. With effect from Admission, this figure may be used by
shareholders as the denominator for the calculations 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.

 

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 announcement made by the Company on 17 January
2022 at 5:06 p.m. to announce the launch of the Placing.

 

Enquiries

 

 GRC International Group plc                      +44 (0) 330 999 0222
 Alan Calder, Chief Executive Officer
 Christopher Hartshorne, Finance Director

 Grant Thornton UK LLP (Nominated Adviser)        +44 (0) 20 7383 5100
 Philip Secrett, Daphne Zhang, Samuel Littler

 Dowgate Capital Limited (Broker)                 +44 (0) 20 3903 7715
 James Serjeant, Russell Cook, Nicholas Chambers

 Meare Consulting                                 +44 (0) 7990 858548
 Adrian Duffield

 

IMPORTANT NOTICES

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT  IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT
PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING
AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR
BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS AND ARE: (1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA
("EEA"), QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF REGULATION (EU)
2017/1129 ; (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS DEFINED IN
ARTICLE 2(E) OF THE PROSPECTUS REGULATION AS IT FORMS PART OF UK DOMESTIC LAW
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED, WHO ALSO
(A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") (INVESTMENT
PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR (3) PERSONS TO
WHOM THE ANNOUNCEMENT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON
BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN GRC INTERNATIONAL GROUP PLC.

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED
STATES. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR
WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE
UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE BEING OFFERED
AND SOLD ONLY OUTSIDE OF THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN
THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT
("REGULATION S") AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC
OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED KINGDOM, THE UNITED
STATES OR ELSEWHERE.

THIS ANNOUNCEMENT HAS BEEN ISSUED BY AND IS THE SOLE RESPONSIBILITY OF THE
COMPANY. THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED
AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH
SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PERSONS RECEIVING
THIS ANNOUNCEMENT (INCLUDING CUSTODIANS, NOMINEES AND TRUSTEES) MUST NOT
FORWARD, DISTRIBUTE, MAIL OR OTHERWISE TRANSMIT IT OR ANY PART OF IT IN OR
INTO SUCH JURISDICTIONS.

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

Neither this Announcement nor any part of it constitutes or form part of an
offer to sell or issue or a solicitation of an offer or invitation to buy or
subscribe for or otherwise acquire any securities in the United States,
Australia, Canada, Japan or the Republic of South Africa or any other
jurisdiction in which the same would be unlawful. No public offering of the
Placing Shares is being made in any such jurisdiction.

All offers of the Placing Shares will be made pursuant to exemptions under the
Prospectus Regulation or the UK Prospectus Regulation from the requirement to
produce a prospectus. In the United Kingdom, this Announcement is being
directed solely at persons in circumstances in which section 21(1) of the
Financial Services and Markets Act 2000 (as amended) does not require the
approval of the relevant communication by an authorised person.

The Placing Shares have not been approved or disapproved by the U.S.
Securities and Exchange Commission (the "SEC"), 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 for the South Africa Reserve Bank or any other applicable
body in the Republic of South Africa in relation to the Placing Shares and the
Placing 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, Japan or the Republic of South Africa.
Accordingly, the Placing 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, Japan
or the Republic of South Africa or any other jurisdiction outside the United
Kingdom.

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.

This Announcement may contain, and the Company may make, verbal statements
containing "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 respective 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. Forward-looking statements contained in this
Announcement regarding past trends or activities should not be taken as a
representation that such trends or activities will continue in the future.
Undue reliance should not be placed on forward-looking statements made in this
Announcement by or on behalf of the Company as such statements speak only as
of the date they are made. Except as required by applicable law or regulation,
the Company and Dowgate expressly disclaim 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.

Dowgate is authorised and regulated by the Financial Conduct Authority (the
"FCA") in the United Kingdom and is acting exclusively for the Company and no
one else in connection with the Placing, and Dowgate will not be responsible
to anyone (including any Placees) other than the Company for providing the
protections afforded to their clients or for providing advice in relation to
the Placing or any other matters referred to in this Announcement. Each Placee
should consult with its own advisers as to the legal, tax, business and other
features and consequences of an investment in Placing Shares.

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 Dowgate or by any of their respective 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.

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 or received 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 contents of this Announcement are not to be construed as legal, business,
financial or tax advice. Each shareholder or prospective investor should
consult with his or her or its own legal adviser, business adviser, financial
adviser or tax adviser for legal, financial, business or tax advice.

The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than 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.

Information to Distributors

UK product governance

Solely for the purposes of Paragraph 3.2.7R regarding the responsibilities of
UK Manufacturers under the product governance requirements contained within
Chapter 3 of the FCA Handbook Production 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 Placing 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, investors who meet the criteria of professional clients and
eligible counterparties, each as defined in the UK Product Governance
Requirements; and (ii) eligible for distribution through all distribution
channels as are permitted by UK Product Governance Requirements (the "UK
Target Market Assessment"). Notwithstanding the UK Target Market Assessment,
distributors (for the purposes of UK Product Governance Requirements) should
note that: (a) the price of the Placing Shares may decline and investors could
lose all or part of their investment; (b) the Placing Shares offer no
guaranteed income and no capital protection; and (c) an investment in the
Placing 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 UK 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 UK Target Market Assessment, Dowgate
will only procure investors who meet the criteria of professional clients and
eligible counterparties.

For the avoidance of doubt, the UK 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 Placing Shares.

Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing 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 Placing Shares have been subject to a product approval process,
which has determined that the Placing 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 the
MiFID II Product Governance Requirements; and (ii) eligible for distribution
through all distribution channels as are permitted by MiFID II (the "EEA
Target Market Assessment"). Notwithstanding the EEA Target Market Assessment,
distributors should note that: the price of the Placing Shares may decline and
investors could lose all or part of their investment; the Placing Shares offer
no guaranteed income and no capital protection; and an investment in the
Placing 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 EEA 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 EEA Target Market Assessment, Dowgate will
only procure investors who meet the criteria of professional clients and
eligible counterparties.

For the avoidance of doubt, the EEA 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 Placing Shares.

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

 

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