REG - Hardide PLC - Result of Fundraising

HardideAnnouncement

21/02/2024 18:00

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RNS Number : 0017E  Hardide PLC  21 February 2024

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN (TOGETHER THIS
"ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM
THE UNITED STATES OF AMERICA, AUSTRALIA, NEW ZEALAND, CANADA, THE REPUBLIC OF
SOUTH AFRICA, JAPAN 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 ("RESTRICTED JURISDICTION").

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET
ABUSE REGULATION (EU) 596/2014 WHICH FORMS PART OF UK LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR"). IN ADDITION, MARKET SOUNDINGS
(AS DEFINED IN UK 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 UK 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.

 

THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY.

 

21 February 2024

 

HARDIDE PLC

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

 

Result of Fundraising

 

Further to the announcement made at 4:35pm on 21 February 2024 of the proposed
equity fundraising (the "Fundraising Announcement"), Hardide is pleased to
announce that it has conditionally raised gross proceeds of £0.88 million at
the Issue Price of 4.5p through (i) the Placing of  16,999,996 Placing Shares
to new and existing institutional investors and (ii) the Subscription for
2,555,554 Subscription Shares by certain directors of the Company (and their
associates).

 

The Issue Price represents a discount of 21.7 per cent. to the closing middle
market price of 5.75 pence per Ordinary Share on 20 February 2024, being the
last business day prior to the Fundraising Announcement. The Placing was
undertaken through an accelerated bookbuild process.

 

The net proceeds of the Fundraising will provide the Company with the
resources needed to meet the Group's working capital requirements and its
corporate costs, at anticipated revenue levels, for the remainder of the
financial year to 30 September 2024.

 

Related party transaction

 

Certain of the Company's directors (the "Subscribing Directors"), have either
themselves or through parties affiliated with them, subscribed for an
aggregate 2,555,554 new Ordinary Shares at the Issue Price as part of the
Fundraising and their resulting shareholdings on Admission will be as follows:

 

 

 

 Name             As at the date of this Announcement                                                                                        Immediately following Admission
                  No. of existing Ordinary Shares  Percentage of existing Ordinary Share capital  No. of new Ordinary Shares subscribed for  No. of Ordinary Shares held following Admission  Percentage of enlarged Ordinary Share capital

 Andrew Boyce*    7,830,336                        13.29%                                         2,222,222                                  10,052,558                                       12.81%
 Andrew Magson    24,549                           0.04%                                          166,666                                    191,215                                          0.24%
 Matthew Hamblin  -                                -                                              111,111                                    111,111                                          0.14%
 Timothy Rice     27,625                           0.05%                                          55,555                                     83,180                                           0.11%

* the shareholding and subscription by Andrew Boyce includes that of his
father and associated entities

 

The FCA notification in relation to the Subscribing Director transactions set
out above made in accordance with the requirements of UK MAR is appended
below.

 

The participation of the Subscribing Directors in the Fundraising constitutes
a related party transaction under Rule 13 of the AIM Rules.

 

Accordingly, Stephen Paul, Simon Hallam, Yuri Zhuk and Philip Kirkham, as the
independent directors for the purposes of the Fundraising, consider, having
consulted with the Company's Nominated Adviser, Cavendish, that the terms of
the participation in the Fundraising by the Subscribing Directors are fair and
reasonable insofar as the Company's shareholders are concerned.

 

Canaccord Genuity Group Inc. ("Canaccord") has agreed to subscribe, in
aggregate, for 1,333,333 Placing Shares. Canaccord is a related party of the
Company for the purposes of the AIM Rules by virtue of its status (together
with associates) as a substantial shareholder (as defined by the AIM Rules) in
the Company. Stephen Paul, Simon Hallam, Yuri Zhuk and Philip Kirkham, as the
independent directors in respect of the Fundraising, consider, having
consulted with the Company's nominated adviser, Cavendish, that the terms upon
which Canaccord has participated in the Placing are fair and reasonable
insofar as the Company's shareholders are concerned.

 

Admission, Settlement and Dealings

 

Application has been made to the London Stock Exchange for admission of a
total of 19,555,550 new Ordinary Shares (being the Fundraising Shares and
those additional new Ordinary Shares to be issued in respect of the
satisfaction of certain associated fees) to trading on AIM, being the market
of that name operated by the London Stock Exchange ("Admission").

 

It is expected that Admission will take place on or around 8.00 a.m. on 23
February 2024 and that dealings in those new Ordinary Shares on AIM will
commence at the same time.

 

Following Admission, the Company will have 78,457,509 Ordinary Shares in
issue. 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.

 

Total Voting Rights

 

Following Admission, the total number of Ordinary Shares in issue will be
78,457,509. The Company does not hold any shares in treasury and therefore,
following Admission, the total number of voting shares in issue will be
78,457,509. 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 have the meanings given to them in
the Fundraising Announcement, unless the context requires otherwise.

 

 For further information:

 

 Hardide plc
 Andrew Magson, Non-Executive Chair                                      Tel: +44 (0) 1869 353 830

 Jackie Heddle, Communications Manager

 Cavendish Capital Markets Limited - Nominated Adviser and Joint Broker  Tel: +44 (0) 20 7220 0500
 Henrik Persson / Abigail Kelly

 Allenby Capital - Joint Broker                                          Tel: +44 (0) 20 3328 5656
 Tony Quirke / Joscelin Pinnington - Sales and Corporate Broking

 Jeremy Porter / Dan Dearden-Williams - Corporate Finance

 

 1   Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                                         Andrew Boyce (and Peoples Closely Associated)
 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                                                         Hardide plc
 b)  LEI                                                          213800HLAUIIFKMU5G89
 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 4 pence each
     Identification code                                          GB00BJJPX768
 b)  Nature of the transaction                                    Purchase of Ordinary Shares
 c)  Price(s) and volume(s)                                       Price(s)  Volume(s)
                                                                  4.5p      2,222,222
 d)  Aggregated information:

     ·       Aggregated volume                                    See 4c) above

     ·       Price
 e)  Date of the transaction                                      21 February 2024
 f)  Place of the transaction                                     London Stock Exchange, AIM Market (XLON)

d)

Aggregated information:

·       Aggregated volume

·       Price

 

See 4c) above

e)

Date of the transaction

21 February 2024

f)

Place of the transaction

London Stock Exchange, AIM Market (XLON)

 

 1   Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                                         Andrew Magson
 2.  Reason for the Notification
 a)  Position/status                                              Non-Executive Chair
 b)  Initial notification/Amendment                               Initial notification
 3.  Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Hardide plc
 b)  LEI                                                          213800HLAUIIFKMU5G89
 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 4 pence each
     Identification code                                          GB00BJJPX768
 b)  Nature of the transaction                                    Purchase of Ordinary Shares
 c)  Price(s) and volume(s)                                       Price(s)  Volume(s)
                                                                  4.5p                   166,666

 d)  Aggregated information:

     ·       Aggregated volume                                    See 4c) above

     ·       Price
 e)  Date of the transaction                                      21 February 2024
 f)  Place of the transaction                                     London Stock Exchange, AIM Market (XLON)

d)

Aggregated information:

·       Aggregated volume

·       Price

 

See 4c) above

e)

Date of the transaction

21 February 2024

f)

Place of the transaction

London Stock Exchange, AIM Market (XLON)

 

 1   Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                                         Matthew Hamblin
 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                                                         Hardide plc
 b)  LEI                                                          213800HLAUIIFKMU5G89
 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 4 pence each
     Identification code                                          GB00BJJPX768
 b)  Nature of the transaction                                    Purchase of Ordinary Shares
 c)  Price(s) and volume(s)                                       Price(s)  Volume(s)
                                                                  4.5p                   111,111

 d)  Aggregated information:

     ·       Aggregated volume                                    See 4c) above

     ·       Price
 e)  Date of the transaction                                      21 February 2024
 f)  Place of the transaction                                     London Stock Exchange, AIM Market (XLON)

d)

Aggregated information:

·       Aggregated volume

·       Price

 

See 4c) above

e)

Date of the transaction

21 February 2024

f)

Place of the transaction

London Stock Exchange, AIM Market (XLON)

 

 1   Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                                         Timothy Rice
 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                                                         Hardide plc
 b)  LEI                                                          213800HLAUIIFKMU5G89
 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 4 pence each
     Identification code                                          GB00BJJPX768
 b)  Nature of the transaction                                    Purchase of Ordinary Shares
 c)  Price(s) and volume(s)                                       Price(s)  Volume(s)
                                                                  4.5p                      55,555
 d)  Aggregated information:

     ·       Aggregated volume                                    See 4c) above

     ·       Price
 e)  Date of the transaction                                      21 February 2024
 f)  Place of the transaction                                     London Stock Exchange, AIM Market (XLON)

d)

Aggregated information:

·       Aggregated volume

·       Price

 

See 4c) above

e)

Date of the transaction

21 February 2024

f)

Place of the transaction

London Stock Exchange, AIM Market (XLON)

 

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