REG - Rosebank Industries - Publication of Admission Document

ROSEBANK INDUSTRIESAnnouncement

11/06/2025 07:00

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RNS Number : 3305M  Rosebank Industries PLC  11 June 2025

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES OF AMERICA (THE "UNITED STATES"
OR THE "US"), AUSTRALIA, CANADA, NEW ZEALAND, JAPAN, THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.

 

 

11 June 2025

 

Rosebank Industries plc

 

Publication of Admission Document

 

Further to the announcements on 6 June 2025, Rosebank has today published the
Admission Document, which will be posted to shareholders and contains the
Notice of General Meeting.

The acquisition of ECI constitutes a reverse takeover for the purposes of Rule
14 of the AIM Rules and, accordingly, is conditional upon, among other things,
the approval of Rosebank's shareholders. Rosebank's shareholders will also be
asked to approve the Transaction Resolutions in addition to the renewal of
certain standing authorities to allot shares and disapply pre-emption rights
based on the Enlarged Share Capital. Accordingly, the General Meeting will be
convened for 11:00 a.m. (London time) on 1 July 2025 at the offices of
Investec Bank plc, 30 Gresham Street, London, EC2V 7QP.

In addition to the Institutional Capital Raise and the Connected Persons
Subscription, Rosebank is proposing to raise up to approximately £6.7 million
(before expenses) by way of the Open Offer at the issue price of £3.00 per
share. Further details in relation to the Open Offer are provided in the
Admission Document.

Following the publication of the Admission Document, and in accordance with
AIM Rule 14, the Company's ordinary shares will be restored to trading on AIM
from 7:30 a.m. on 11 June 2025.

The Admission Document is available on the Company's website at:
https://www.rosebankindustries.com/ (https://www.rosebankindustries.com/)
 

 Enquiries for Rosebank:
 Rosebank                                                                   Via Montfort Communications
 Simon Peckham, Matthew Richards
 Montfort Communications                                                    +44 7739 701 634 / +44 7921 881 800
 Nick Miles, Charlotte McMullen
 Barclays Bank PLC                                                          +44 (0) 20 7623 2323
 (Financial Adviser and Joint Global Coordinator)
 Yuri Shakhmin, Chris Madderson, Callum West
 Citigroup Global Markets Limited                                           +44 (0) 20 7986 4000
 (Financial Adviser, Joint Global Coordinator and Joint Corporate Broker)
 Michael Lavelle, Greg Dalle, Patrick Evans
 Investec Bank plc                                                          +44 (0) 20 7597 5970
 (Nominated Adviser, Financial Adviser, Joint Global Coordinator and Joint
 Corporate Broker)
 Carlton Nelson, Christopher Baird, Duncan Smith

Capitalised terms used in this announcement have the meanings given to them
in the announcement on 6 June 2025, unless the context provides otherwise.

The person responsible for arranging for the release of this announcement on
behalf of Rosebank is Joff Crawford.

Expected timetable of principal events

 Suspension of the Company's Existing Ordinary Shares from trading on AIM        2 June 2025
 Announcement of the Acquisition and Capital Raise                               7.00 a.m. on 6 June 2025
 Record Date for entitlements under the Open Offer                               9 June 2025
 Ex-Entitlement Date for the Open Offer                                          11 June 2025
 Publication of the Admission Document (including Notice of General Meeting),    11 June 2025
 Application Form (if applicable) and the Form of Proxy
 Existing Ordinary Shares recommence trading on AIM                              11 June 2025
 Open Offer Entitlements credited to stock accounts in CREST of CREST            12 June 2025
 shareholders
 Recommended latest time and date for requesting withdrawal of Open Offer        4.30 p.m. on 23 June 2025
 Entitlements from CREST
 Latest time and date for depositing Open Offer Entitlements into CREST          3.00 p.m. on 24 June 2025
 Latest time and date for splitting of Application Forms (to satisfy bona fide   3.00 p.m. on 25 June 2025
 market claims only)
 Latest time and date for receipt of Forms of Proxy and receipt of               11.00 a.m. on 27 June 2025

 electronic proxy appointments
 Latest time and date for receipt of completed Application Forms and payment in  11.00 a.m. on 27 June 2025
 full under the Open Offer and settlement of relevant CREST instructions (as
 appropriate)
 General Meeting                                                                 11.00 a.m. on 1 July 2025
 Announcement of the results of the Open Offer                                   1 July 2025
 Admission and commencement of dealings in the New Ordinary Shares on AIM        8.00 a.m. on 3 July 2025
 Expected date for CREST accounts to be credited (where applicable), in          3 July 2025
 relation to Capital Raise
 Despatch of definitive share certificates, in relation to the Capital           by 17 July 2025
 Raise
 Acquisition Completion, Readmission and commencement of dealings in the         Expected during Q3 2025
 Enlarged Share Capital on AIM

Open Offer

Subject to the terms and conditions of the Open Offer, Shareholders on the
Record Date who have not been able to participate in the Institutional Capital
Raise or the Connected Persons Subscription will have the opportunity to apply
for up to 19 times their holding of Existing Ordinary Shares at the Record
Date in addition to their Basic Entitlement of Open Offer Shares at the Issue
Price, payable in cash in full on application.

Each Shareholder's Basic Entitlement has been calculated on the basis of 1
Open Offer Share at the Issue Price for every 9 Existing Ordinary Shares held
at the Record Date.

Important information

This announcement has been issued by, and is the sole responsibility of,
Rosebank Industries plc.

The information contained in this announcement is for background purposes only
and does not purport to be full or complete. No reliance may be placed for any
purpose whatsoever on the completeness, accuracy or fairness of the
information or opinions contained in this announcement.

Nothing in this announcement constitutes legal, financial, tax or other advice
or takes into account the particular investment objectives, financial
situation, taxation position or needs of any person.

This announcement is not for publication, release or distribution, directly or
indirectly, in whole or in part, in or into or from the United States,
Australia, Canada, New Zealand, Japan, the Republic of South Africa or any
other state or jurisdiction in which such publication, release or distribution
would be unlawful. This announcement and the information contained herein is
not intended to and does not contain or constitute an offer of, or the
solicitation of an offer to buy or subscribe for, securities to any person in
the United States, Australia, Canada, New Zealand, Japan, the Republic of
South Africa or any other state or jurisdiction in which such an offer would
be unlawful.

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.

The New Ordinary Shares have not been and will not be registered under the US
Securities Act of 1933, as amended, and may not be offered or sold in the
United States, absent registration or an applicable exemption from
registration. The Company has no intention to register any part of the Capital
Raise in the United States or make a public offering of securities in the
United States.

This announcement is being distributed only to: (a) in a EEA Member State,
persons who are 'qualified investors' as defined in Article 2(e) of Regulation
(EU) 2017/1129, as amended (the "EU Prospectus Regulation") ("Qualified
Investors"); (b) in the United Kingdom, persons who are 'qualified investors'
as defined in Article 2(e) of the EU Prospectus Regulation as it forms part of
the domestic law of the United Kingdom by virtue of the European Union
(Withdrawal) Act 2018 (the "UK Prospectus Regulation") who are: (i) persons
having professional experience in matters relating to investments who fall
within the definition of 'investment professionals' in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as
amended (the "Order"); or (ii) high net worth entities falling within Article
49(2)(a) to (d) of the Order; or (iii) persons to whom an invitation or
inducement to engage in investment activity (within the meaning of section 21
of the Financial Services and Markets Act 2000, as amended ("FSMA")) in
connection with the sale of any securities of the Company may otherwise
lawfully be communicated or caused to be communicated (all such persons
together being referred to as "Relevant Persons"); and (c) in Australia, the
following persons to whom a disclosure document is not required to be provided
under Part 6D.2 of the Corporations Act 2001 (Cth) ("Corporations Act"): (i)
"sophisticated investors" within the meaning of section 708(8) of the
Corporations Act; or (ii) "experienced investors" meeting the criteria in
section 708(10) of the Corporations Act; or (iii) "professional investors"
within the meaning of section 708(11) of the Corporations Act) (all such
persons together being referred to as "Wholesale Investors"). This
announcement must not be acted on or relied on: (i) in the United Kingdom, by
persons who are not Relevant Persons; (ii) in any EEA Member State, by persons
who are not Qualified Investors; and (iii) in Australia, by persons who are
not Wholesale Investors. Any investment or investment activity to which this
announcement relates is available only to or will be engaged only with: (i)
Relevant Persons in the United Kingdom; (ii) Qualified Investors in any EEA
Member State; and (iii) Wholesale Investors in Australia. Persons into whose
possession this announcement comes are required to inform themselves about and
to observe any such restrictions.

Each of: (i) the Company; and (ii) Barclays Bank PLC ("Barclays"), BNP PARIBAS
("BNPP"), Citigroup Global Markets Limited ("Citigroup") and Investec Bank plc
("Investec") (together, the "Banks"), and in each case, their respective
affiliates as defined under Rule 501(b) of Regulation D under the Securities
Act ("affiliates"), expressly disclaims any obligation or undertaking to
update, review or revise any forward-looking statement contained in this
announcement whether as a result of new information, future developments or
otherwise.

No representation or warranty, express or implied, is made or given by or on
behalf of the Company, the Banks, or any of their respective parent or
subsidiary undertakings or the subsidiary undertakings of any such parent
undertakings, or any of such person's directors, officers, affiliates, agents,
advisers, employees, or any other person, as to the accuracy, completeness or
fairness of the information or opinions contained in this announcement and no
responsibility or liability is accepted for any such information or opinions.

Each of Investec, Barclays and Citigroup are authorised by the Prudential
Regulation Authority (the "PRA") and regulated in the UK by the PRA and the
Financial Conduct Authority (the "FCA"). BNPP is authorised and regulated by
the European Central Bank and the Autorité de contrôle prudentiel et de
résolution, and is authorised by the PRA and is subject to regulation by the
FCA and limited regulation by the PRA. Each Bank is acting exclusively for the
Company and no one else in connection with the Placing and Admission. They
will not regard any other person (whether or not a recipient of this
announcement) as their client in relation to the Placing and Admission and
will not be responsible to anyone other than the Company for providing the
protections afforded to their respective clients nor for giving advice in
relation to the Placing and Admission or any transaction or arrangement
referred to in this announcement.

In connection with the Admission and the Placing, the Banks, and any of their
respective affiliates, may take up a portion of the New Ordinary Shares as a
principal position and in that capacity may retain, purchase, sell, offer to
sell or otherwise deal for their own accounts in such Ordinary Shares and
other securities of the Company or related investments in connection with the
Admission, the Placing, or otherwise. Accordingly, references to the New
Ordinary Shares being issued, offered, subscribed, acquired, placed or
otherwise dealt in should be read as including any issue or offer to, or
subscription, acquisition, placing or dealing by the Banks, and any of their
respective affiliates acting in such capacity. In addition, the Banks, and any
of their respective affiliates may enter into financing arrangements
(including swaps or contracts for differences) with investors in connection
with which they may from time to time acquire, hold or dispose of New Ordinary
Shares. Further to any contractual obligations that may be in place between
the Company and the Banks, in the event that the Bank or their respective
affiliates subscribe for New Ordinary Shares in the Institutional Capital
Raise which are not taken up by relevant subscribers, the Banks and their
respective affiliates may for a limited period co-ordinate disposals of such
shares in accordance with applicable law and regulation. Neither the Banks,
nor any of their respective affiliates intend to disclose the extent of any
such investment or transactions otherwise than in accordance with any legal or
regulatory obligations to do so.

Information to distributors

Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK Product Governance Requirements"), and/or any equivalent requirements
elsewhere to the extent determined to be applicable, 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 New Ordinary Shares have been
subject to a product approval process, which has determined that the New
Ordinary 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 Chapter 3 of the FCA Handbook
Conduct of Business Sourcebook; and (ii) eligible for distribution through all
permitted distribution channels (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, "distributors" (for the purposes
of the UK Product Governance Requirements) should note that: the price of the
New Ordinary Shares may decline and investors could lose all or part of their
investment; the New Ordinary Shares offer no guaranteed income and no capital
protection; and an investment in the New Ordinary 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
Placing. Furthermore, it is noted that, notwithstanding the Target Market
Assessment, the Joint Global Coordinators will only procure investors who meet
the criteria of professional clients and eligible counterparties.

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 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 New Ordinary Shares.

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

Notice to Canadian Investors

The distribution of Placing Shares in Canada is to be made on a private
placement basis only, exempt from the requirement that the Company prepare and
file a prospectus with the relevant Canadian securities regulatory authorities
and only to those who are both "accredited investors" within the meaning of
National Instrument 45-106 - Prospectus Exemptions (or section 73.3(1) of the
Securities Act (Ontario), as applicable) and "permitted clients" within the
meaning of National Instrument 31-103 - Registration Requirements, Exemptions
and Ongoing Registrant Obligations. In connection with any such sale made to
investors in the Placing that are located in Canada, the Placee will be
required to provide a signed investor qualification statement, confirming its
eligibility to participate in the Placing.

The Company is not a "reporting issuer", as such term is defined under
applicable Canadian securities legislation, in any province or territory of
Canada, its securities are not listed on any stock exchange in Canada and
there is currently no public market for the Placing Shares in Canada. The
Company currently does not intend to file a prospectus or similar document
with any securities regulatory authority in Canada qualifying the resale of
the Placing Shares to the public in any province or territory of Canada or
listing its securities on any stock exchange in Canada. Therefore, there will
be no public market in Canada for the Placing Shares and the resale or
transfer of the Placing Shares will be subject to restrictions. Accordingly,
any resale of the Placing Shares of the Company must be made in accordance
with applicable securities laws, and which may require resales to be made in
accordance with exemptions from registration and prospectus requirements.

Securities legislation in certain provinces or territories of Canada may
provide a purchaser with remedies for rescission or damages if this offering
memorandum (including any amendment thereto) contains a misrepresentation,
provided that the remedies for rescission or damages are exercised by the
purchaser within the time limit prescribed by the securities legislation of
the purchaser's province or territory. The purchaser should refer to any
applicable provisions of the securities legislation of the purchaser's
province or territory for particulars of these rights or consult with a legal
advisor.

The Announcement is not, and under no circumstances is it to be construed as,
an advertisement or a public offering of the Placing Shares in Canada. No
securities commission or similar regulatory authority in Canada has reviewed
or in any way expressed an opinion about the Placing Shares and any
representation to the contrary is an offence.

Forward looking statements

This announcement includes statements that are, or may be deemed to be,
'forward-looking statements'. These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
'believes', 'estimates', 'plans', 'projects', 'anticipates', 'expects',
'intends', 'may', 'will', or 'should', or, in each case, their negative or
other variations or comparable terminology.

All forward-looking statements address matters that involve risks and
uncertainties. Accordingly, there are or will be important factors that could
cause the Group's actual results to differ materially from those indicated in
these statements. These factors include, but are not limited to, those
described in Appendix III to this announcement. Any forward-looking statements
in this announcement reflect the Company's current views, intentions, beliefs
or expectations with respect to future events and are subject to these and
other risks, uncertainties and assumptions relating to the Group's operations,
results of operations, growth strategy and liquidity.

These forward-looking statements speak only as at the date of this
announcement. Subject to any applicable obligations, the Company undertakes no
obligation to update publicly or review any forward looking statement, whether
as a result of new information, future developments or otherwise. All
subsequent written and oral forward-looking statements attributable to the
Company or individuals acting on behalf of the Company or the Group are
expressly qualified in their entirety by this paragraph. Prospective investors
should specifically consider the factors identified in this announcement which
could cause actual results to differ before making an investment decision.

For the avoidance of doubt, the contents of the Company's website or any
website directly or indirectly linked to the Company's website are not
incorporated by reference into, and do not form part of, this announcement.

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