REG - RC Fornax plc - Result of Placing

RC FornaxAnnouncement

17/11/2025 07:00

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RNS Number : 7630H  RC Fornax plc  17 November 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF THE
MARKET ABUSE REGULATION NO. 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED ("MAR"). UPON
THE PUBLICATION OF THIS ANNOUNCEMENT, SUCH INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE
TO BE IN POSSESSION OF INSIDE INFORMATION.

UNLESS OTHERWISE DEFINED, CAPITALISED TERMS NOT OTHERWISE DEFINED HEREIN SHALL
HAVE THE MEANINGS GIVEN TO THEM IN THE COMPANY'S ANNOUNCEMENT PUBLISHED AT
APPROXIMATELY 4.40 P.M. (GMT) ON 14 NOVEMBER 2025.

 

17 November 2025

 

RC FORNAX PLC

("RC Fornax", the "Company" or the "Group")

Result of Placing

and

Posting of Circular and Notice of General Meeting

 

RC Fornax (AIM: RCFX), the UK-based consultancy delivering high-impact
engineering solutions for critical military platforms - accredited, in-demand,
and built to scale - is pleased to announce that, further to its announcement
published on 14 November 2025 at 4.40 p.m. in respect of the proposed Placing,
the Company has raised £2.25 million (before expenses) by way of the issue of
37,500,000 Placing Shares at the Issue Price.

 

As part of the Fundraising, the Company also announced details of a Retail
Offer to be made to existing Shareholders and new Retail Investors to raise up
to an additional maximum of £0.5 million through the issue of up to 8,333,333
Retail Offer Shares, at the Issue Price. The Retail Offer is being conducted
via the RetailBook Platform. The Retail Offer is expected to close at 7.30
a.m. (GMT) today, and the results of the Retail Offer will be announced later
today.

 

Posting of Circular and Notice of General Meeting

The Placing and Retail Offer are each conditional, inter alia, upon
Shareholders approving the Resolutions at the General Meeting which is
expected to be held on 5 December 2025. The Circular, which contains Notice of
the General Meeting in respect of the Fundraising, is expected to be posted to
Shareholders by 18 November 2025 and will also be available on the Company's
website at www.rcfornax.co.uk/ (https://www.rcfornax.co.uk/) .

 

Directors' Participation

Details of the Directors' participation in the Placing is set out as follows:

 Name          Number of Existing Ordinary Shares  Number of Placing Shares subscribed for  Total number of Ordinary Shares held on Admission   Percentage of Enlarged Share Capital on Admission*
 Paul Reeves   22,154,846                          1,200,000                                23,354,846                                          22.66%
 Mark Fahy     192,019                             163,333                                  355,352                                             0.34%
 Rob Shepherd   93,000                             250,000                                  343,000                                             0.33%

 

Notes:

*              Assuming full take-up of the Retail Offer.

Concert Party

The Company has previously agreed with the Panel that Paul Reeves and Daniel
Clark are presumed to be acting in concert in relation to the Company for the
purposes of the City Code (the "Concert Party"). As both Paul Reeves and
Daniel Clark are participating in the Placing, on Admission, the Concert Party
will be interested in, in aggregate, 38,458,076 Ordinary Shares, representing
up to 40.59 per cent. of the Enlarged Share Capital. Therefore, on Admission,
the members of the Concert Party will be interested in Ordinary Shares
carrying more than 30 per cent. of the voting rights of the Company but will
not hold Ordinary Shares carrying more than 50 per cent. of the voting rights
of the Company. For so long as they continue to be acting in concert, any
increase in their aggregate interest in Ordinary Shares will be subject to the
provisions of Rule 9 of the City Code.

The members of the Concert Party's interests in the Existing Ordinary Shares
and resultant interests in the Enlarged Share Capital on Admission are
summarised in the table below.

 Name          Number of Existing Ordinary Shares  Percentage of Existing Ordinary Shares  Total number of Ordinary Shares held on Admission   Minimum percentage of Enlarged Share Capital on Admission*  Maximum percentage of Enlarged Share Capital on Admission**
 Paul Reeves   22,154,846                          38.70%                                  23,354,846                                          22.66%                                                      24.65%
 Daniel Clark  14,769,897                          25.80%                                  15,103,230                                          14.65%                                                      15.94%
 Total         36,924,743                          64.50%                                  38,458,076                                          37.31%                                                      40.59%

 

Notes:

*           Assuming full take-up of the Retail Offer.

**          Assuming there is no take-up of the Retail Offer.

Related Party Transactions

Daniel Clark, co-founder of RC Fornax, has agreed to participate in the
Placing for 333,333 Placing Shares, and currently holds approximately
25.80 per cent. of the Existing Ordinary Shares. Therefore, Daniel is
considered to be a related party as a substantial shareholder as such terms
are defined under the AIM Rules. In addition, the issue of Placing Shares to
the Directors, namely Paul Reeves, Rob Shepherd and Mark Fahy, also
constitutes a related party transaction pursuant to Rule 13 of the AIM
Rules by virtue of their status as Directors of the Company.

The independent directors of the Company for the purpose of the Fundraising,
being Richard Smith and David Hitchcock, having consulted with the Company's
nominated adviser, Strand Hanson, considers the terms of Daniel Clark, Paul
Reeves, Rob Shepherd and Mark Fahy's participation in the Placing to be fair
and reasonable insofar as the Shareholders are concerned.

Admission

Application will be made to the London Stock Exchange for the Placing Shares
to be admitted to trading on AIM, which is expected to take place at 8.00 a.m.
on or around 8 December 2025 (or such later date as the Company, Cavendish and
Strand Hanson may agree, but in any event not later than 8.00 a.m. on 19
December 2025).

 

For more information, please visit www.rcfornax.co.uk
(http://www.rcfornax.co.uk) or contact:

 

 RC Fornax PLC                                +44 (0) 117 486 3636

 Paul Reeves, CEO

 Rob Shepherd, CFO                            info@rcfornax.co.uk (mailto:info@rcfornax.co.uk)

 Strand Hanson Limited (Nominated Adviser)    +44 (0) 20 7409 3494

 Christopher Raggett

 Rob Patrick

 Harry Marshall

 Cavendish Capital Markets Limited (Broker)   +44 (0) 20 7220 0500

 George Lawson - Corporate Finance

 Dale Bellis / Harriet Ward - Sales and ECM

 BlytheRay (Financial PR & IR)                +44 (0) 20 7138 3204

 Megan Ray

 Tim Blythe

 Said Izagaren

 

 

IMPORTANT NOTICES

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE
REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. MEMBERS OF THE PUBLIC
ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.  THIS ANNOUNCEMENT IS FOR
INFORMATION PURPOSES AND IS DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES
INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS
PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN
THE UNITED KINGDOM, "QUALIFIED INVESTORS", BEING PERSONS FALLING WITHIN THE
MEANING OF ARTICLE 2(E) OF THE UK PROSPECTUS REGULATION, WHO (A) FALL WITHIN
ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF THE FINANCIAL SERVICES AND MARKETS
ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") OR (B)
FALL WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC.) OF THE ORDER; (2) IF IN MEMBER STATES OF THE EEA,
"QUALIFIED INVESTORS", BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE
2(E) OF THE PROSPECTUS REGULATION; OR (3) PERSONS TO WHOM THEY MAY OTHERWISE
LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS").

 

THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON
BY PERSONS WHO ARE NOT RELEVANT PERSONS.  PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.  ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS.  THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN RC FORNAX PLC.

 

THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR UNDER THE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND
MAY NOT BE OFFERED, SOLD, RESOLD OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT. THE PLACING WAS MADE SOLELY OUTSIDE THE UNITED STATES TO PERSONS IN
OFFSHORE TRANSACTIONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT
("REGULATION S")) MEETING THE REQUIREMENTS OF REGULATION S. PERSONS RECEIVING
THIS ANNOUNCEMENT (INCLUDING CUSTODIANS, NOMINEES AND TRUSTEES) MUST NOT
FORWARD, DISTRIBUTE, MAIL OR OTHERWISE TRANSMIT IT IN OR INTO THE UNITED
STATES OR USE THE UNITED STATES MAILS, DIRECTLY OR INDIRECTLY, IN CONNECTION
WITH THE PLACING.

 

The distribution or transmission of this Announcement and/or the Placing
and/or issue of the Placing Shares in certain jurisdictions may be restricted
or prohibited by law or regulation.  Persons distributing this Announcement
must satisfy themselves that it is lawful to do so. Any failure to comply with
these restrictions may constitute a violation of the securities laws of any
such jurisdiction. No action has been taken by the Company, Strand Hanson or
Cavendish or any of their respective affiliates, agents, directors, officers
or employees that would permit an offer of the Placing Shares or possession or
distribution of this Announcement or any other offering or publicity material
relating to such shares in any jurisdiction where action for that purpose is
required.  Persons into whose possession this Announcement comes are required
by the Company, Strand Hanson and Cavendish to inform themselves about and to
observe any such restrictions.

 

This Announcement or any part of it does not constitute or form part of any
offer to issue or sell, or the solicitation of an offer to acquire, purchase
or subscribe for, any securities in the United States (including its
territories and possessions, any state of the United States and the District
of Columbia (the "United States" or the "US")), Australia, Canada, the
Republic of South Africa or Japan or any other jurisdiction in which the same
would be unlawful.  No public offering of the Placing Shares is being made in
any such jurisdiction.

 

In the United Kingdom, in relation to the Placing Shares this Announcement is
being directed solely at persons in circumstances in which section 21(1) of
the Financial Services and Markets Act 2000 (as amended) does not apply.

 

The Placing Shares have not been approved or disapproved by the US Securities
and Exchange Commission, any state securities commission or other regulatory
authority in the United States, nor have any of the foregoing authorities
passed upon or endorsed the merits of the Placing or the accuracy or adequacy
of this Announcement.  Any representation to the contrary is a criminal
offence in the United States.  The relevant clearances have not been, nor
will they be, obtained from the securities commission of any province or
territory of Canada, no prospectus has been lodged with, or registered by, the
Australian Securities and Investments Commission or the Japanese Ministry of
Finance; the relevant clearances have not been, and will not be, obtained for
the South Africa Reserve Bank or any other applicable body in the Republic of
South Africa in relation to the Placing Shares and the Placing Shares have not
been, nor will they be, registered under or offered in compliance with the
securities laws of any state, province or territory of Australia, Canada, the
Republic of South Africa or Japan.

 

Accordingly, the Placing Shares may not (unless an exemption under the
relevant securities laws is applicable) be offered, sold, resold or delivered,
directly or indirectly, in or into Australia, Canada, the Republic of South
Africa or Japan or any other jurisdiction outside the United Kingdom.

 

Persons (including, without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of this
Announcement should seek appropriate advice before taking any action.

 

This Announcement includes "forward-looking statements" which includes all
statements other than statements of historical fact, including, without
limitation, those regarding the Company's financial position, business
strategy, plans and objectives of management for future operations, or any
statements preceded by, followed by or that include the words "targets",
"believes", "expects", "aims", "intends", "will", "may", "anticipates",
"would", "could" or similar expressions or negatives thereof. Such
forward-looking statements involve known and unknown risks, uncertainties and
other important factors beyond the Company's control that could cause the
actual results, performance or achievements of the Group to be materially
different from future results, performance or achievements expressed or
implied by such forward-looking statements. Such forward-looking statements
are based on numerous assumptions regarding the Company's present and future
business strategies and the environment in which the Company will operate in
the future. These forward-looking statements speak only as at the date of this
Announcement. The Company expressly disclaims any obligation or undertaking to
disseminate any updates or revisions to any forward-looking statements
contained herein to reflect any change in the Company's expectations with
regard thereto or any change in events, conditions or circumstances on which
any such statements are based unless required to do so by applicable law or
the AIM Rules for Companies.

 

Strand Hanson, which is authorised and regulated in the United Kingdom by the
Financial Conduct Authority ("FCA"), is acting as nominated adviser and
financial adviser exclusively for the Company in connection with the Placing
and Admission and is not acting for any other person and will not be
responsible to any other person for providing the protections afforded to
customers of Strand Hanson, or for advising any other person in connection
with the Placing and Admission. The responsibilities of Strand Hanson, as
nominated adviser, are owed solely to the London Stock Exchange and are not
owed to the Company or the Directors or any other person. Strand Hanson is not
making any representation or warranty, express or implied, as to the contents
of this Announcement. Strand Hanson has not authorised the contents of, or any
part of, this Announcement, and no liability whatsoever is accepted by Strand
Hanson for the accuracy of any information or opinions contained in this
Announcement or for the omission of any material information.

Cavendish, which is authorised and regulated in the United Kingdom by the FCA,
is acting as sole broker and bookrunner exclusively for the Company in
connection with the Placing and is not acting for any other person and will
not be responsible to any other person for providing the protections afforded
to customers of Cavendish, or for advising any other person in connection with
the Placing. Cavendish will not be responsible to any person other than the
Company for providing the protections afforded to clients of Cavendish or for
providing advice to any other person in connection with the Placing or any
acquisition of shares in the Company. Cavendish is not making any
representation or warranty, express or implied, as to the contents of this
Announcement. Cavendish has not authorised the contents of, or any part of,
this Announcement, and no liability whatsoever is accepted by Cavendish for
the accuracy of any information or opinions contained in this Announcement or
for the omission of any material information.

 

No representation or warranty, express or implied, is or will be made as to,
or in relation to, and no responsibility or liability is or will be accepted
by Strand Hanson or Cavendish or by any of Strand Hanson or Cavendish's
affiliates or agents as to, or in relation to, the accuracy or completeness of
this Announcement or any other written or oral information made available to
or publicly available to any interested party or its advisers, and any
liability therefor is expressly disclaimed.

 

Any indication in this Announcement of the price at which the existing
ordinary shares in the capital of the Company 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.

 

The Placing Shares will not be admitted to trading on any stock exchange other
than the AIM market of the London Stock Exchange.

 

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 per
share of the Company for the current or future financial years would
necessarily match or exceed the historical published earnings per share of the
Company.

 

Neither the content of the Company's website (or any other website) nor any
website accessible by hyperlinks on the Company's website (or any other
website) is incorporated in, or forms part of, this Announcement.

 

Information to Distributors

UK Product Governance Requirements

Solely for the purposes of the Product Governance requirements contained
within Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Requirements") and
disclaiming all and any liability, whether arising in tort, contract or
otherwise, which any "manufacturer" (for the purposes of the UK Product
Governance Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has determined
that the Placing Shares are: (i) compatible with an end target market of (a)
retail investors, (b) investors who meet the criteria of professional clients
and (c) eligible counterparties, each as defined in the FCA Handbook Conduct
of Business Sourcebook; and (ii) eligible for distribution through all
distribution channels as are permitted by UK Product Governance Requirements
(the "UK Target Market Assessment"). Notwithstanding the UK Target Market
Assessment, distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an investment
in the Placing 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 UK Target Market Assessment is without prejudice to the requirements of
any contractual, legal or regulatory selling restrictions in relation to the
Placing. Furthermore, it is noted that, notwithstanding the UK Target Market
Assessment, Cavendish will only procure investors who meet the criteria of
professional clients and eligible counterparties.

For the avoidance of doubt, the UK Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of Chapters 9A or 10A, respectively, of the FCA Handbook Conduct of
Business Sourcebook; 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 Placing Shares.

Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing 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 "EU Product Governance Requirements") and disclaiming all and
any liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the EU Product Governance Requirements)
may otherwise have with respect thereto, the Placing Shares have been subject
to product approval process, which has determined that the Placing Shares are:
(i) compatible with an end target market of (a) retail investors, (b)
investors who meet the criteria of professional clients and (c) eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by EU Product
Governance Requirements (the "EU Target Market Assessment"). Notwithstanding
the EU Target Market Assessment, distributors should note that: the price of
the Placing Shares may decline and investors could lose all or part of their
investment; the Placing Shares offer no guaranteed income and no capital
protection; and an investment in the Placing 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
Placing. Furthermore, it is noted that, notwithstanding the EU Target Market
Assessment, Cavendish will only procure investors who meet the criteria of
professional clients and eligible counterparties.

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 Placing Shares.

Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.

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