REG - Pinewood Tech Gp PLC - RetailBook Offer

Pinewood TechnologiesAnnouncement

20/02/2025 16:45

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RNS Number : 9236X  Pinewood Technologies Group PLC  20 February 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 EUROPEAN ECONOMIC
AREA (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 RETAIL BOOK LIMITED ("RETAILBOOK") WHICH IS AUTHORISED AND
REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN 994238). THIS FINANCIAL
PROMOTION IS NOT INTENDED TO BE INVESTMENT ADVICE.

 

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE
OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION
OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF PINEWOOD
TECHNOLOGIES GROUP PLC.

 

 

 

20 February 2025

 

Pinewood Technologies Group plc

 

("Pinewood" or the "Company")

 

RetailBook Offer

 

·      Pinewood announces a conditional retail offer of new Ordinary
Shares via RetailBook (https://www.retailbook.com/) ;

·      The issue price for the new Ordinary Shares will be determined at
the close of the bookbuilding process;

·      Investors can take part through RetailBook's partner network of
retail brokers, wealth managers and investment platforms (subject to such
partners' participation);

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

·      The RetailBook Offer is available to both existing shareholders
and new investors in the United Kingdom;

·      There is a minimum subscription of £50 per investor in the
RetailBook Offer;

·      No commission will be charged by RetailBook on applications to
the RetailBook Offer.

 

 

The RetailBook Offer

 

 

Pinewood Technologies Group plc (LSE: PINE), the main market listed, cloud
based full-service technology provider to automotive retailers and OEMs, is
pleased to announce a retail offer of new ordinary shares in the capital of
the Company ("Ordinary Shares") via RetailBook (the "RetailBook Offer"). The
Company is also conducting a placing of new Ordinary Shares to institutional
investors by way of an accelerated bookbuilding process (the "Placing") and
direct subscriptions to the Company (the "Direct Subscription" and, together
with the Placing and the RetailBook Offer, the "Offer") as announced by the
Company earlier today. For the avoidance of doubt, the RetailBook Offer is not
part of the Placing nor the Direct Subscription.

 

The issue price of the new Ordinary Shares to be issued pursuant to the Offer
(the "Issue Price") will be determined following the close of the bookbuilding
process.

 

The RetailBook Offer is conditional on the new Ordinary Shares to be issued
pursuant to the Offer being admitted to listing in the equity shares
(commercial companies) category of the Official List of the Financial Conduct
Authority and admitted to trading on the main market for listed securities of
London Stock Exchange plc ("Admission"). Admission is expected to become
effective at 8:00 a.m. (London time) on 25 February 2025 or such later time
and date (being not later than 8.00 a.m. (London time) on 4 March 2025) as the
Company and the joint global co-ordinators and joint bookrunners acting in
connection with the Placing may agree.

 

The RetailBook Offer will not be completed without the Placing and the Direct
Subscription also being completed, insofar as the Placing, the Direct
Subscription, and the RetailBook Offer are inter-conditional.

 

The Company will use the gross proceeds to fund the acquisition of the 90.9
per cent stake in Seez App Holding Ltd not currently held by it, and otherwise
towards the continued execution of the Company's growing pipeline of
opportunities, as further detailed in the Company's announcement made earlier
today.

 

Reason for the RetailBook Offer

 

The Company values its retail shareholder base and believes that it is in the
best interests of shareholders as well as wider stakeholders, to provide
retail investors in the United Kingdom, the opportunity to participate in the
RetailBook Offer in line with the Pre-Emption Group guidelines.

 

The RetailBook Offer is open to eligible investors resident and physically
located in the United Kingdom following release of this announcement. The
RetailBook Offer is expected to close during the evening of 20 February 2025.

 

Investors can participate through RetailBook's partner network of investment
platforms, retail brokers and wealth managers, subject to such partners'
participation. The RetailBook Offer is only being made outside of the United
States in "offshore transactions" as defined in, and pursuant to, Regulation S
under the United States Securities Act of 1933, as amended (the "US Securities
Act").

 

Applications for new Ordinary Shares through participating partners can be
made from tax efficient savings vehicles such as ISAs or SIPPs, as well as
GIAs. Investors wishing to apply using their ISA, SIPP or GIA should contact
their investment platform, retail broker or wealth manager for details of
their terms and conditions, process and any relevant fees or charges.

 

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

 

Brokers wishing to offer their customers access to the RetailBook Offer and
future RetailBook transactions, should contact partners@retailbook.com.
Retail investors that wish to receive alerts for future RetailBook
transactions should sign up here: https://www.retailbook.com/sign-up-new.

 

Eligibility for the RetailBook Offer

 

The RetailBook Offer is available to new and existing shareholders of the
Company in the United Kingdom. To be eligible to participate in the RetailBook
Offer, applicants must be a customer of a participating partner.

 

Eligible investors wishing to subscribe for new Ordinary Shares should contact
their investment platform, retail broker or wealth manager to confirm if they
are participating in the RetailBook Offer.

 

Some partners
may only accept applications from existing shareholders and/or existing customers.

 

There is a minimum subscription of £50 per investor. The terms and conditions
on which investors subscribe will be provided by the relevant financial
intermediaries including relevant commission or fee charges. Note, no
commission will be charged to investors by RetailBook in connection with the
RetailBook Offer.

 

The Company reserves the right to scale back any order under the RetailBook
Offer at its discretion. The Company reserves the right to reject any
application for subscription under the RetailBook Offer without giving any
reason for such rejection.

 

It is a term of the RetailBook Offer that the aggregate value of the shares
available for subscription at the Issue Price pursuant to the RetailBook Offer
does not exceed EUR 8 million.

 

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 new Ordinary Shares and investment
in the Company carries a number of risks. Investors should take independent
advice from a person experienced in advising on investment in securities such
as the new Ordinary Shares if they are in any doubt.

 

An investment in the Company will place capital at risk. The value of your
investment in the Company and any income from it is not guaranteed and can go
down as well as rise due to stock market and currency movements. When you sell
your investment, you may get back less than the amount originally invested.

 

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

 

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.

 

 

Enquiries

 

 Pinewood Technologies Group plc         investorrelations@pinewood.ai (mailto:investorrelations@pinewood.ai)

 Bill Berman (Chief Executive Officer)

 Ollie Mann (Chief Financial Officer)
 RetailBook Limited                      c (mailto:capitalmarkets@retailbook.com) apitalmarkets

                                       (mailto:capitalmarkets@retailbook.com) @retailbook.com
 Aaqib Mirza / Michael Ward              (mailto:capitalmarkets@retailbook.com)

 Headland Consultancy,                   +44 (0) 20 3805 4822

PPR & Communications

 Henry Wallers

 Jack Gault

 

Further information on the Company can be found on its website at
https://pinewood.ai/investors/home/

 

Important Notices

 

This announcement has been prepared by, and is the sole responsibility of, the
Company.

 

It is a term of the RetailBook Offer that the total value of the new Ordinary
Shares available for subscription at the Issue Price under (i) the RetailBook
Offer; and (ii) any other offer to the public in the United Kingdom falling
within section 86(4) of FSMA, does not (in aggregate) exceed the equivalent of
€8 million. The RetailBook Offer is offered in the United Kingdom under the
exemption from the requirement to publish a prospectus in section 86(1)(e) and
86(4) of FSMA. As such, there is no need for publication of a prospectus
pursuant to the Prospectus Regulation Rules of the Financial Conduct
Authority, or for approval of the same by the Financial Conduct Authority. The
RetailBook Offer is not being made into any jurisdiction other than the United
Kingdom.

 

No offering document, prospectus or admission document has been or will be
prepared or submitted to be approved by the Financial Conduct Authority (or
any other authority) in relation to the RetailBook Offer, and investors'
commitments will be made solely on the basis of the information contained in
this announcement and information that has been published by or on behalf of
the Company prior to the date of this announcement by notification to a
Regulatory Information Service in accordance with the Financial Conduct
Authority's Disclosure Guidance and Transparency Rules, the Market Abuse
Regulation (EU Regulation No. 596/2014) ("MAR") and assimilated MAR as it
forms part of United Kingdom law by virtue of the European Union (Withdrawal)
Act 2018 (as amended).

 

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. No securities commission or similar regulatory authority in
Canada has reviewed or in any way passed upon these materials or on the merits
of the Ordinary Shares and any representation to the contrary is an offence.
The Ordinary Shares have not been qualified for distribution by way of
prospectus in Canada and the Ordinary Shares are being sold in Canada on a
private placement basis only pursuant to an exemption from the requirement
that the Company prepares and files a prospectus under applicable Canadian
securities laws.

 

The new Ordinary Shares have not been and will not be registered under 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 new Ordinary Shares is being made in
the United States. The new 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. 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 new 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.

 

The 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.

 

RetailBook is a proprietary technology platform owned and operated by Retail
Book Limited (registered address at 10 Queen Street Place, London EC4R 1AG).
Retail Book Limited is authorised and regulated in the United Kingdom by the
Financial Conduct Authority (FRN 994238).

 

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 RetailBook 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 Financial Conduct Authority, the London Stock Exchange plc or applicable
law.

 

The information in this announcement is for background purposes only and does
not purport to be full or complete. None of RetailBook 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. RetailBook 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.

 

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 new Ordinary Shares to be issued or sold pursuant to the RetailBook Offer
will not be admitted to trading on any stock exchange other than the London
Stock Exchange plc.

 

No other documents or materials are incorporated into, or form part of this
financial promotion and RetailBook has not carried out any verification or due
diligence in respect of any such other documents.

 

 

 

END

 

 

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