RCS - MicroSalt PLC - Launch of Primary Bid Offer

Hargreaves LansdownAnnouncement

02/10/2023 08:15

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RNS Number : 2591O  MicroSalt PLC  02 October 2023

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,
NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT
IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION
21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN
APPROVED BY PRIMARYBID LIMITED WHICH IS AUTHORISED AND REGULATED BY THE
FINANCIAL CONDUCT AUTHORITY (FRN 779021).

Neither this Announcement, nor anything contained herein, shall form the basis
of, or be relied upon in connection with, any offer or commitment whatsoever
in any jurisdiction. Investors should not purchase any securities referred to
in this Announcement except solely on the basis of the information contained
in the pathfinder version of the admission document (the "Pathfinder Admission
Document"), including the risk factors set out therein, prepared by MicroSalt
Ltd. in connection with a possible offer of ordinary shares of £0.000003125
each in the capital of the Company (the "Shares") and the admission of such
Shares to trading on AIM, a market operated by London Stock Exchange plc, and
approved by PrimaryBid Limited solely for the purposes of section 21 of FSMA.

 

2 October 2023

 

MicroSalt Ltd.

("MicroSalt" or the "Company")

Launch of PrimaryBid Offer

●   MicroSalt announces the launch of an exempt public offer of Shares to
retail investors in the UK via PrimaryBid Limited ("PrimaryBid") (the
"PrimaryBid Offer");

●   The offer price per Share will be determined at the close of the
book-building process in the Institutional Offer (as defined below);

●   Investors can access the PrimaryBid Offer through PrimaryBid's website
(https://app.primarybid.com/?utm_source=rns&utm_medium=referral&utm_campaign=crystal)
and on PrimaryBid's app
(https://primarybid.com/uk/get-the-app/?utm_source=rns&utm_medium=referral&utm_campaign=crystal)
;

●   Investors may also be able to take part through PrimaryBid's extensive
network of retail brokers, wealth managers and investment platforms, subject
to such partners' participation, which includes AJ Bell and Hargreaves
Lansdown;

●   Applications for Shares through participating partners can be made
from tax efficient savings vehicles such as ISAs or SIPPs, as well as General
Investment Accounts ("GIAs");

●   There is a minimum application amount of £500 per investor in the
PrimaryBid Offer; and

●   No commission will be charged by PrimaryBid on applications to the
PrimaryBid Offer.

 

PrimaryBid Offer

MicroSalt Ltd. is pleased to announce the launch of an exempt public offer of
new Shares to retail investors in the UK via PrimaryBid in connection with its
proposed admission to trading on AIM.

Further information on MicroSalt and its business is set out in the Pathfinder
Admission Document. The Pathfinder Admission Document is available on the
PrimaryBid platform and from participating retail brokers, wealth managers and
investment platforms, subject to certain access restrictions.

The PrimaryBid Offer is being made separately to, but concurrently with, a
possible offer of new Shares to certain institutional investors (the
"Institutional Offer"). The offer price of any Shares to be issued pursuant to
the Institutional Offer and the PrimaryBid Offer (the "Offer Price") will be
determined following the close of the book-building process.

It is a term of the PrimaryBid Offer that the aggregate value of the new
Shares available for subscription at the Offer Price does not exceed £2.5
million.

The PrimaryBid Offer is conditional on any Shares to be issued pursuant to the
PrimaryBid Offer and the Institutional Offer being admitted to trading on AIM
("Admission"). Admission is expected to take place and dealings in Shares to
commence at 8.00 a.m. on 18 October 2023 (or such later date as the Company
and Zeus Capital Limited, the Company's nominated adviser and broker in
relation to the Institutional Offer, may agree, being no later than 10
November 2023). The PrimaryBid Offer will not be completed without the
Institutional Offer also being completed but completion of the Institutional
Offer is not conditional on the completion of the PrimaryBid Offer.

The net proceeds from the Institutional Offer and PrimaryBid Offer will
principally be used to support the ongoing development of MicroSalt
applications with existing and potential customers, to increase its
manufacturing capability and production volumes by constructing its own
manufacturing facility, R&D for FMCG companies product line extensions and
for general working capital purposes including increased headcount.

Investors can access the PrimaryBid Offer through PrimaryBid's website
(https://app.primarybid.com/?utm_source=rns&utm_medium=referral&utm_campaign=crystal)
and on PrimaryBid's app
(https://primarybid.com/uk/get-the-app/?utm_source=rns&utm_medium=referral&utm_campaign=crystal)
. The PrimaryBid app is available on the UK Apple App Store and Google Play
Store.

Investors may also be able to participate through PrimaryBid's extensive
partner network of investment platforms, retail brokers and wealth managers,
subject to such partners' participation. Participating partners include:

·    AJ Bell; and

·    Hargreaves Lansdown.

Applications for Shares through participating partners can be made from tax
efficient savings vehicles such as ISAs or SIPPs, as well as GIAs.

The PrimaryBid Offer will be open to investors resident and physically located
in the United Kingdom following the release of this Announcement. The
PrimaryBid Offer is expected to close at 1.00 p.m. (London time) on 6 October
2023 and may close early if it is oversubscribed.

There is a minimum subscription amount of £500 per investor in the PrimaryBid
Offer.

The Company reserves the right to scale back any order received under the
PrimaryBid Offer at its discretion. The Company and PrimaryBid reserve the
right to reject any application for Shares under the PrimaryBid Offer without
giving any reason for such rejection.

Investors who apply for Shares through PrimaryBid's website or PrimaryBid's
app will not be charged any fee or commission by PrimaryBid. It is vital to
note that once an application for Shares has been made and accepted via
PrimaryBid, such application cannot be withdrawn.

Investors wishing to apply for Shares through their investment platform,
retail broker or wealth manager using their ISA, SIPP or GIA should contact
them for details of their terms and conditions, process and any relevant fees
or charges.

The Shares to be issued pursuant to the PrimaryBid Offer will be issued free
of all liens, charges and encumbrances and will, when issued, be fully paid
and rank pari passu in all respects with the Shares to be issued pursuant to
the Institutional Offer and the Company's other existing Shares.

For further information on PrimaryBid, the PrimaryBid Offer or for a copy of
the terms and conditions (including the procedure for application and payment
for Shares) that apply to registered users of PrimaryBid in addition to the
terms and conditions set out in this Announcement, visit www.PrimaryBid.com
(http://www.primarybid.com/) or email PrimaryBid at enquiries@primarybid.com
(http://enquiries@primarybid.com) .

Brokers wishing to offer their customers access to the PrimaryBid Offer and
future PrimaryBid transactions, should contact partners@primarybid.com
(http://partners@primarybid.com) .

Enquiries

 MicroSalt Ltd.

 Rick Guiney                     Via Flagstaff PR

 PrimaryBid Limited              enquiries@primarybid.com (mailto:enquiries@primarybid.com)

 Fahim Chowdhury/James Deal

 Flagstaff PR

 Tim Thompson / Alison Allfrey   +44 (0)20 7129 1474

                               microsalt@flagstaffcomms.com (mailto:microsalt@flagstaffcomms.com)

Important notices

The PrimaryBid Offer is offered under the exemptions from the need for a
prospectus allowed under the Financial Conduct Authority's Prospectus
Regulation Rules. As such, there is no need for publication of a prospectus
pursuant to the Prospectus Regulation Rules, or for approval of the same by
the Financial Conduct Authority (as competent authority under Regulation (EU)
2017/1129 as it forms part of retained EU law as defined in the European Union
(Withdrawal) Act 2018 (as amended)).

The PrimaryBid Offer is not being made into the United States, Australia,
Canada, Japan, New Zealand, the Republic of South Africa or any other
jurisdiction where it would be unlawful to do so.

This Announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America. This Announcement is not
an offer of securities for sale into the United States. The securities
referred to herein have not been and will not be registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold in the
United States, except pursuant to an applicable exemption from registration.
No public offering of securities is being made in the United States.

This Announcement and the information contained herein, is restricted and is
not for publication, release or distribution, directly or indirectly, in whole
or in part, in or into Australia, Canada, Japan, New Zealand, the Republic of
South Africa or any other jurisdiction in which such publication, release or
distribution would be unlawful.  Further, this Announcement is for
information purposes only and is not an offer of securities in any
jurisdiction.

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 an application for Shares and investment in the
Company carries a number of risks. Investors should consider the risk factors
set out in the Pathfinder Admission Document before making a decision to apply
for Shares. Investors should take independent advice from a person experienced
in advising on investment in securities such as the Shares if they are in any
doubt.

END

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