REG - Quadrise PLC - Result of Retail Offer
31/01/2025 07:00
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RNS Number : 3642V Quadrise PLC 31 January 2025
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN (THE "ANNOUNCEMENT") IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION, DISTRIBUTION OR
FORWARDING DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN, ANY MEMBER
STATE OF THE EUROPEAN ECONOMIC AREA ("EEA") OR ANY OTHER JURISDICTION IN WHICH
SUCH PUBLICATION, TRANSMISSION, RELEASE, DISTRIBUTION OR FORWARDING WOULD BE
UNLAWFUL. THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY, IN PARTICULAR,
PERSONS RECEIVING THIS ANNOUNCEMENT SHOULD READ AND UNDERSTAND THE INFORMATION
PROVIDED IN THE "IMPORTANT NOTICES" SECTION OF THIS ANNOUNCEMENT.
THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR MATERIALS
RELATING TO THE RETAIL OFFER REFERENCED HEREIN AS A FINANCIAL PROMOTION IS
ONLY BEING MADE TO, AND MAY ONLY BE ACTED UPON BY, THOSE PERSONS IN THE UNITED
KINGDOM FALLING WITHIN ARTICLE 43 OF THE FINANCIAL SERVICES AND MARKETS ACT
2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (WHICH INCLUDES AN EXISTING
MEMBER OF QUADRISE PLC). ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND WILL BE ENGAGED IN
ONLY BY SUCH PERSONS.
FURTHER, THIS ANNOUNCEMENT IS MADE FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE AN OFFER TO SELL OR ISSUE OR SOLICITATION TO BUY, SUBSCRIBE FOR OR
OTHERWISE ACQUIRE SHARES IN QUADRISE PLC IN ANY JURISDICTION IN WHICH ANY SUCH
OFFER OR SOLICITATION WOULD BE UNLAWFUL.
THE SECURITIES DISCUSSED HEREIN ARE NOT AND WILL NOT BE REGISTERED UNDER THE
US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE
OFFERED OR SOLD IN THE UNITED STATES, UNLESS REGISTERED UNDER THE SECURITIES
ACT, OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
REGISTRATION UNDER THE SECURITIES ACT. NO PUBLIC OFFERING OF THE SECURITIES
DISCUSSED HEREIN IS BEING MADE IN THE UNITED STATES AND THE INFORMATION
CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFERING OF SECURITIES FOR SALE IN THE
UNITED STATES AND QUADRISE PLC DOES NOT CURRENTLY INTEND TO REGISTER ANY
SECURITIES UNDER THE SECURITIES ACT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
EU REGULATION 596/2014 AS IT FORMS PART OF DOMESTIC LAW IN THE UNITED KINGDOM
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED) ("UK MAR").
UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION
SERVICE, THIS INSIDE INFORMATION WILL BE CONSIDERED TO BE IN THE PUBLIC
DOMAIN.
31 January 2025
Quadrise Plc
(the "Company" and together with its subsidiaries the "Group" or "Quadrise")
Result of Upsized and Oversubscribed Retail Offer
Quadrise Plc (AIM:QED), the supplier of innovative energy solutions for a
cleaner planet, is pleased to announce that, further to the announcements made
on 24 January 2025 regarding the proposed Retail Offer (the "Retail Offer
Announcement") and the announcement made yesterday regarding the increased
size of the Retail Offer to up to £2 million (the "Retail Offer Update
Announcement"), the Retail Offer closed at 4.30 pm yesterday and was
significantly oversubscribed.
The Retail Offer was oversubscribed and therefore allocations were made to
existing shareholders, applying the principles of soft pre-emption. Existing
Shareholders received 100 per cent. of their soft pre-emptive allowance when
their order matched or exceeded their soft pre-emptive allowance. Given the
level of demand, where the order was greater than the soft pre-emptive
allowance shareholders received approximately c.0.35 per cent. of their
additional demand(1).
Accordingly a total of 217,666,666 new Ordinary Shares will be conditionally
issued pursuant to the Placing, the Subscription and the Retail Offer, raising
gross proceeds of approximately £6.53 million.
Completion of the Retail Offer is conditional upon, inter alia, completion of
the Placing and the Subscription and the Placing Shares, Subscription Shares
and the Retail Offer Shares being admitted to trading on AIM operated by the
London Stock Exchange.
(1) Soft pre-emptive allowance calculation:
Existing shares X 12.334% (dilution from total new shares being issued) =
soft pre-emptive allowance allocation shares.
Additional demand allocation share calculation:
(Total order shares - Soft pre-emptive allowance allocation shares) X
approximately c.0.35%
Director/PDMR Retail Offer participation
As announced on 24 January 2025, certain Directors and PDMRs of the Company
have subscribed for, in aggregate, 2,116,666 new Ordinary Shares pursuant to
the Placing and Subscription.
The following PDMR of the Company has participated in the Retail Offer as
follows:
Director/PDMR Number of Existing Ordinary Shares Number of Retail Offer Shares subscribed for Number of Ordinary Shares held on Second Admission
David Scott 171,337 21,472 192,809
The notification below, made in accordance with the requirements of the Market
Abuse Regulation (EU) No. 596/2014 as it forms part of UK domestic law by
virtue of the European Union (Withdrawal) Act 2018 and as modified by or under
the European Union (Withdrawal) Act 2018 or other domestic law, provides
further detail.
Admission and dealings
Application has been made to the London Stock Exchange for the Placing Shares
and the Subscription Shares to be admitted to trading on AIM ("First
Admission"). First Admission is expected to take place on or around 8.00 a.m.
on 31 January 2025.
A separate application will be made for the Retail Offer Shares to be admitted
to trading on AIM ("Second Admission"). It is anticipated that Second
Admission will become effective and that dealings in the Retail Offer Shares
will commence on AIM at 8.00 a.m. on 3 February 2025 or such later time and/or
date as Shore, VSA, Cavendish and the Company agree (being in any event no
later than 8.00 a.m. on 28 February 2025).
The Retail Offer Shares, when issued, will be credited as 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.
Unless otherwise defined herein, capitalised terms used in this announcement
have the meanings given to them in the Retail Offer Launch Announcement.
For further information, please contact:
Quadrise Plc +44 (0)20 7031 7321
Andy Morrison, Chairman
Jason Miles, Chief Executive Officer
Cavendish Capital Markets Limited - Nominated Adviser +44 (0)20 7220 0500
Ben Jeynes
Katy Birkin
George Lawson
Shore Capital Stockbrokers Limited - Bookrunner & Joint Broker +44 (0)20 7408 4090
Toby Gibbs, Harry Davies-Ball (Corporate Advisory)
Fiona Conroy (Corporate Broking)
VSA Capital Limited - Bookrunner & Joint Broker +44 (0)20 3005 5000
Andrew Raca, Brian Wong (Corporate Finance)
Andrew Monk (Corporate broking)
Cutbill Jacoby - Public & Investor Relations +44 (0) 7841 576000
Andy Cutbill
Frankie Dundon
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING
MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM
1 Details of the person discharging managerial responsibilities/person closely
associated
a) Name David Scott
2 Reason for notification
a) Position/Status Chief Financial Officer
b) Initial notification/amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Quadrise plc
b) LEI 213800HN2ETG5476U328
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 and identification Ordinary shares of 1 pence each
code
ISIN: GB00BM9CLS53
b) Nature of transaction Subscription for Retail Offer Shares
c) Price(s) and volume(s) Price(s) Volume(s)
£0.03 21,472
d) Aggregated information n/a
e) Date of transaction 3 February 2025
f) Place of transaction Outside of a trading venue
d)
Aggregated information
n/a
e)
Date of transaction
3 February 2025
f)
Place of transaction
Outside of a trading venue
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING
MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM
1 Details of the person discharging managerial responsibilities/person closely
associated
a) Name David Scott
2 Reason for notification
a) Position/Status Chief Financial Officer
b) Initial notification/amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Quadrise plc
b) LEI 213800HN2ETG5476U328
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 and identification Ordinary shares of 1 pence each
code
ISIN: GB00BM9CLS53
b) Nature of transaction Subscription for Retail Offer Shares
c) Price(s) and volume(s) Price(s) Volume(s)
£0.03 21,472
d) Aggregated information n/a
e) Date of transaction 3 February 2025
f) Place of transaction Outside of a trading venue
d)
Aggregated information
n/a
e)
Date of transaction
3 February 2025
f)
Place of transaction
Outside of a trading venue
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.
The ISIN number of the Retail Offer Shares is GB00B11DDB67. The TIDM is QED.
Important Notices
The Retail Offer is only open to investors in the United Kingdom who fall
within Article 43 of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (which includes an existing member of the
Company).
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, 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 Retail Offer 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 or to or for the
account or benefit of any US person (within the meaning of Regulation S under
the US Securities Act) (a "US Person"). No public offering of the Retail Offer
Shares is being made in the United States. The Retail Offer 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 Retail Offer 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.
Cavendish Capital Markets Limited ("Cavendish"), which is authorised and
regulated in the United Kingdom by the FCA, is acting as nominated adviser
exclusively for the Company and no one else in connection with the Placing,
the Subscription, Retail Offer and Admission and will not regard any other
person (whether or not a recipient of this announcement) as a client in
relation to the Placing, the Subscription, Retail Offer and Admission and will
not be responsible to anyone other than the Company for providing the
protections afforded to its clients, nor for providing advice, in relation to
the Placing, the Subscription, Retail Offer and Admission or any other matter
referred to in this announcement. Cavendish's responsibilities as the
Company's nominated adviser under the AIM Rules for Companies and the AIM
Rules for Nominated Advisers are owed to the London Stock Exchange and the
Company and not to any other person.
Shore and VSA Capital Limited ("VSA"), which are authorised and regulated in
the United Kingdom by the FCA and are a member of the London Stock Exchange,
are acting as joint brokers for the Company and for no-one else and will not
regard any other person (whether or not a recipient of this announcement) as
their client in relation to the Placing, the Subscription, Retail Offer and
Admission and will not be responsible to anyone other than the Company for
providing the protections afforded to their clients, nor for providing advice
in connection with the Placing, the Subscription and 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 and currency 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, Cavendish, VSA and Shore 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 London 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 Cavendish, VSA and Shore or any of
their respective 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. Each of Cavendish, VSA and Shore and their respective
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 Shares
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 Retail Offer Shares to be issued or sold pursuant to the Retail Offer will
not be admitted to trading on any stock exchange other than the London Stock
Exchange.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK MiFIR Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which any
"manufacture" (for the purposes of the UK MiFIR Product Governance
Requirements) may otherwise have with respect thereto, the Retail Offer Shares
have been subject to a product approval process, which has determined that the
Retail Offer Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in paragraphs 3.5 and 3.6 of the
FCA's Conduct of Business Sourcebook ("COBS"); and (ii) eligible for
distribution through all permitted distribution channels (the "Target Market
Assessment"). Notwithstanding the Target Market Assessment, distributors
should note that: the price of the Retail Offer Shares may decline and
investors could lose all or part of their investment; the Retail Offer Shares
offer no guaranteed income and no capital protection; and an investment in the
Retail Offer 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 Target Market
Assessment is without prejudice to any contractual, legal or regulatory
selling restrictions in relation to the Retail Offer.
For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Chapters 9A or 10A respectively of COBS; 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 Retail Offer Shares. Each distributor is
responsible for undertaking its own target market assessment in respect of the
Retail Offer Shares and determining appropriate distribution channels.
EU Product Governance Requirements
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
(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 Retail Offer Shares
have been subject to a product approval process, which has determined that the
Retail Offer Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "EU Target Market Assessment"). Notwithstanding the EU Target Market
Assessment, distributors should note that: the price of the Retail Offer
Shares may decline and investors could lose all or part of their investment;
the Retail Offer Shares offer no guaranteed income and no capital protection;
and an investment in the Retail Offer 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 EU Target Market Assessment is without prejudice to the requirements of
any contractual, legal or regulatory selling restrictions in relation to the
Retail Offer.
For the avoidance of doubt, the EU 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 Retail Offer Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Retail Offer Shares and determining appropriate
distribution channels.
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