RCS - Uranium Energy Exptn - Retail Investor IPO

Hargreaves LansdownAnnouncement

14/04/2025 18:00

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RNS Number : 9666E  Uranium Energy Exploration PLC  14 April 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA, NEW ZEALAND,
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.

 

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 TENNYSON SECURITIES WHICH IS AUTHORISED AND REGULATED BY THE
FINANCIAL CONDUCT AUTHORITY (FRN 538762).

 

14 April 2025

 

Uranium Energy Exploration PLC

(to be renamed The Smarter Web Company PLC)

("The Company")

 

Retail Investor IPO

 

Uranium Energy Exploration PLC is pleased to announce a retail investor IPO
(the "Retail Offer") via the Winterflood Retail Access Platform ("WRAP").

 

Background and Business Transformation

 

The Company is currently an unlisted PLC with approximately £900,000 in cash
and a highly experienced management team. As part of its strategy to
transition into a successful and growing operating business, the Company has,
conditional upon admission, agreed to acquire the entire issued share capital
of The Smarter Web Company Limited, a private, revenue-generating web design
and digital services agency.

 

Following Admission to the Access Segment of the Aquis Stock Exchange Growth
Market ("Admission"), which is expected to become effective on or around 25
April 2025, conditional upon admission, the Company will be renamed The
Smarter Web Company PLC. Following the acquisition, The Smarter Web Company
Limited will become a wholly owned subsidiary.

 

The New Business Focus

 

The Smarter Web Company, founded in 2009 by Andrew Webley, helps businesses of
all sizes enhance their online presence and return on digital investment. Its
core services include web design, development and digital marketing.

 

Before founding The Smarter Web Company, Andrew Webley was the Head of Online
at Hargreaves Lansdown, one of the UK's most successful financial services
companies.

 

Following Admission, the Company's focus will shift entirely to this operating
business, with a clear strategy for revenue growth through:

 

·    Organic growth opportunities around existing, established services

·    An acquisition strategy intended to accelerate scale

·    As the Company explores opportunities through organic growth and
corporate acquisitions it is pioneering the adoption of a Digital Asset
Treasury Policy including Bitcoin into its strategy

 

Fundraising and Retail Offer

 

The Retail Offer is being made alongside an institutional placing and
subscription (together, the "Fundraising") for up to 80,000,000 new ordinary
shares of £0.001 each at £0.025 per share, raising gross proceeds of up to
£2,000,000 (the "Issue").

 

Andrew Webley, founder of The Smarter Web Company, has committed to invest a
minimum of £30,000 in the Issue through his ISA.

 

The Company has previously raised £1,075,500 via 0% convertible loan notes,
which will convert on Admission at a 20% discount to the issue price.

 

The Issue is conditional on the issued and to be issued share capital of the
Company being admitted to trading on the Access Segment of the Aquis Stock
Exchange Growth Market. Application has been made to the Aquis Stock Exchange
for Admission, expected to be effective on or around 25 April 2025.

 

Retail Offer Deadline

 

The Retail Offer will close at 5:00 p.m. on 17 April 2025. Eligible investors
are encouraged to participate early, as financial intermediaries may impose
earlier deadlines.

 

The Smarter Web Company - Key Highlights

 

·    Established and scalable digital services business

·    Organic growth opportunities around existing, established services

·    An acquisition strategy intended to accelerate scale

·    Pioneer in integrating a Digital Asset Treasury Policy, including
Bitcoin

 

The WRAP Retail Offer

 

Eligible retail investors can contact their broker or wealth manager to
participate in the Retail Offer. Investors should telephone their broker or
wealth manager and ask to apply. Applications can also be made using cash held
within ISAs and SIPPs.

 

The Retail Offer is expected to close at 5:00 p.m. on 17 April 2025. Eligible
retail investors should note that financial intermediaries may have earlier
closing times. The result of the Retail Offer is expected to be announced by
the Company alongside the result of the Fundraising on or around 25 April
2025.

 

Retail brokers wishing to participate in the Retail Offer on behalf of
eligible retail investors, should contact WRAP@winterflood.com
(mailto:WRAP@winterflood.com) .

 

To be eligible to participate in the Retail Offer, applicants must be a
customer of a participating intermediary including individuals aged 18 years
or over, companies and other bodies corporate, partnerships, trusts,
associations and other unincorporated organisations.

 

There is a minimum subscription of £500 per investor under the Retail Offer.
The terms and conditions on which investors subscribe will be provided by the
relevant financial intermediaries including relevant commission or fee
charges.

 

The Company reserves the right to amend the size of the retail offer at its
discretion. The Company reserves the right to scale back any order and to
reject any application for subscription under the WRAP Retail Offer without
giving any reason for such rejection.

 

It is vital to note that once an application for Retail Offer Shares has been
made and accepted via an intermediary, it cannot be withdrawn.

 

The Retail Offer Shares will, when issued, be credited as fully paid, and have
the right to receive all dividends and other distributions declared, made or
paid after their date of issue.

 

It is a term of the Retail Offer that the total value of the Retail Offer
Shares available for subscription at the Issue Price does not exceed EUR 8
million (or the equivalent amount in GBP, calculated in accordance with the
Prospectus Rules Regulations Sourcebook of the Financial Conduct Authority
(the "FCA").

 

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 Ordinary Shares and investment in
the Company carries a number of risks, including the risk that investors may
lose their entire investment. Investors should take independent advice from a
person experienced in advising on investment in securities such as the
Ordinary Shares if they are in any doubt.

 

An investment in the Company will place capital at risk. The value of
investments, and any income, can go down as well as up, so investors could get
back less than the amount invested.

 

Neither past performance nor any forecasts should be considered a reliable
indicator of future results.

 

The Retail Offer is offered in the United Kingdom under the exemption from the
requirement to publish a prospectus in sections 86(1)(e) and 86(4) of FSMA. As
such, there is no need for publication of a prospectus pursuant to the United
Kingdom version of Regulation (EU) 2017/1129 as it forms part of United
Kingdom law by virtue of the European Union (Withdrawal) Act 2018 (as
amended), or for approval of the same by the FCA. The Retail Offer is not
being made into any jurisdiction other than the United Kingdom.

 

The Company will publish an admission document in compliance with the
requirements of the Aquis Stock Exchange Access Rulebook and is issued in
connection with the proposed admission of Uranium Energy Exploration PLC to
the Access Segment of the Aquis Stock Exchange Growth Market ("Admission
Document"). The Admission Document does not constitute a prospectus. The
Admission Document is not an approved prospectus for the purposes of, and as
defined in, section 85 of FSMA, has not been prepared in accordance with the
Prospectus Rules and its contents have not been approved by the FCA or any
other authority which could be a competent authority for the purposes of the
Prospectus Regulation. Further, the contents of the Admission Document have
been approved by an authorised person for the purposes of section 21 of FSMA.
The Admission Document will not be filed with or approved by the FCA or any
other government or regulatory authority in the UK.

 

 The Smarter Web Company                                             +44 (0) 117 313 0459

 Andrew Webley, to be appointed CEO on admission

 Tennyson Securities (Lead Broker)                                   +44(0) 207 186 9030

 Peter Krens

 Peterhouse Capital Limited (AQUIS Growth Market Corporate Adviser)  +44 (0) 207 469 0930

 Guy Miller
 Winterflood Retail Access Platform                                  WRAP@winterflood.com (mailto:WRAP@winterflood.com)

 Joe Winkley, Sophia Bechev                                          +44(0) 20 3100 0286

Further information on the Company can be found on its website at
www.smarterwebcompany.co.uk (http://www.smarterwebcompany.co.uk)

 

The Company's LEI is 213800VQO9FUG4PZMP73.

 

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

 

This announcement, which has been prepared by and is the sole responsibility
of the Company has been approved for the purposes of Section 21 of the
Financial Services and Markets Act 2000 ("FSMA") by Tennyson Securities which
is authorised and regulated by the Financial Conduct Authority.

 

The release, publication or 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.

 

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, New Zealand, 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 Ordinary 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. No public
offering of the Ordinary Shares is being made in the United States. The
Ordinary 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 ("Regulation S") to non-US persons (within the
meaning of Regulation S). 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 Ordinary 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.

 

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 US
Securities Act, 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.

 

WRAP is a proprietary technology platform owned and operated by Winterflood
(registered address at Riverbank House, 2 Swan Lane, London EC4R 3GA; FRN
141455). Winterflood 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 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 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 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. The
Company and Winterflood expressly disclaim 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 FCA,
the Aquis 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 Winterflood or any of its
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. Winterflood and its affiliates, accordingly disclaim all and any
liability whether arising in tort, contract or otherwise which they 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 Ordinary Shares to be issued or sold pursuant to the Retail Offer will not
be admitted to trading on any stock exchange other than the Aquis Stock
Exchange.

 

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