REG - Rosebank Industries - Publication of Admission Document

ROSEBANK INDUSTRIESAnnouncement

06/03/2026 07:00

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RNS Number : 5824V  Rosebank Industries PLC  06 March 2026

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.

6 March 2026

 

Rosebank Industries plc

 

Publication of Admission Document

 

Further to the announcements on 3 March 2026, Rosebank has today published the
Admission Document, which will be posted to shareholders and contains the
Notice of General Meeting.

The acquisition of MW Components and CPM 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 other 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 of the
Company. Accordingly, the General Meeting will be convened for 11:00 a.m.
(London time) on 23 March 2026 at the offices of Investec Bank plc, 30 Gresham
Street, London, EC2V 7QP.

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 6 March 2026.

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, Chief Executive

 Matthew Richards, Group Finance Director
 Montfort Communications

                                                                                 +44 7739 701 634 / +44 7921 881 800

 Nick Miles, Charlotte McMullen

 Jefferies                                                                       +44 (0) 207 774 1000
 (Joint Lead Financial Adviser and Joint Global Coordinator)
 Richard Burke, Alex de Souza, Sam Dean

 Rothschild & Co                                                                 + 44 (0) 20 7280 5000
 (Joint Lead Financial Adviser)
 Ravi Gupta, Sid Mehta, Shannon Nicholls

 Investec Bank plc                                                               +44 (0) 20 7597 5970
 (Nominated Adviser, Joint Financial Adviser, Joint Global Coordinator and
 Joint Corporate Broker)
 Carlton Nelson, Christopher Baird, Duncan Smith

 Citigroup Global Markets Limited                                                +44 (0) 20 7986 4000
 (Joint Financial Adviser, Joint Global Coordinator and Joint Corporate Broker)
 Michael Lavelle, Greg Dalle, Patrick Evans

 Barclays Bank PLC                                                               +44 (0) 20 7623 2323
 (Joint Financial Adviser, Joint Global Coordinator and Joint Corporate Broker)
 Yuri Shakhmin, Chris Madderson, Neal West

 

Capitalised terms used but not otherwise defined in this announcement have the
meanings given to them in the Company's announcement dated 3 March 2026 (the
"Transaction Announcement"), 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      16 February 2026
 Announcement of the Transaction and Capital Raise                             3 March 2026
 Publication of the Admission Document (including Notice of General Meeting)   6 March 2026
 and the Form of Proxy
 Existing Ordinary Shares recommence trading on AIM                            6 March 2026
 Latest time and date for receipt of Forms of Proxy and receipt of electronic  11.00 a.m. on 19 March 2026
 proxy appointments
 General Meeting                                                               11.00 a.m. on 23 March 2026
 Admission and commencement of dealings in the New Ordinary Shares on AIM      8.00 a.m. on 25 March 2026
 Expected date for CREST accounts to be credited (where applicable), in        25 March 2026
 relation to the Capital Raise
 Despatch of definitive share certificates, in relation to the Capital Raise   by 13 April 2026
 Transaction Completion, Readmission and commencement of dealings in the       Expected during Q2 2026
 Enlarged Share Capital on AIM((1))

 

(1) Readmission will not occur if the Company has completed its move to the
Main Market of the London Stock Exchange prior to Transaction Completion

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 ("Qualified Investors"); (b) in the United Kingdom,
to: (i) persons having professional experience in matters relating to
investments falling within 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; (ii) Barclays Bank PLC ("Barclays"), Citigroup
Global Markets Limited ("Citigroup"), Jefferies International Limited
("Jefferies") and Investec Bank plc ("Investec") (together, the "Banks"); and
(iii) N.M. Rothschild & Sons ("Rothschild & Co"), 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, Rothschild & Co 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 is authorised by the Prudential
Regulation Authority (the "PRA") and regulated in the UK by the PRA and the
Financial Conduct Authority (the "FCA"). Jefferies is authorised and regulated
in the UK by the FCA. 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.
None of the Banks or any of their affiliates, directors or employees owes or
accepts any duty, liability or responsibility whatsoever (whether direct or
indirect, consequential, whether in contract, in tort, in delict, under
statute or otherwise) to any person who is not a client of the relevant Bank
in connection with the Placing and Admission or any transaction or arrangement
referred to in this announcement. Rothschild & Co, which is authorised and
regulated in the UK by the FCA, is acting exclusively for the Company and for
no one else in connection with the subject matter of this announcement and
will not be responsible to anyone other than the Company for providing the
protections afforded to its clients or for providing advice in connection with
the subject matter of 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.

This announcement and any related marketing materials are provided solely for
informational purposes in connection with a private placement to eligible
Canadian purchasers and is not intended to, and does not, constitute an
"offering memorandum" as such term is defined under Canadian securities
legislation. Notwithstanding the foregoing, securities legislation in certain
provinces or territories of Canada may provide a purchaser with remedies for
rescission or damages if this announcement 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.

This 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.

Notice to Israeli Investors

 

The Placing Shares may not be offered or sold to the public in Israel absent
the publication of a prospectus that has been approved by the Israel
Securities Authority (the "ISA"). No prospectus under the Israeli Securities
Law, 5728-1968 (the "Israeli Securities Law") has been filed with or approved
by the ISA. In Israel, any document related to the Placing (including,
without limitation, this announcement) is being distributed only to, and is
directed only at, and any offer of the Placing Shares is directed only at, (i)
a limited number of persons in accordance with the Israeli Securities Law and
(ii) investors listed in the first addendum to the Israeli Securities Law (the
"Addendum"), consisting primarily of joint investment in trust funds,
provident funds, insurance companies, banks, portfolio managers, investment
advisors, members of the Tel Aviv Stock Exchange, underwriters, venture
capital funds, entities with equity in excess of NIS 50 million and "qualified
individuals," each as defined in the Addendum (as it may be amended from time
to time), collectively referred to as qualified investors (in each case,
purchasing for their own account or, where permitted under the Addendum, for
the accounts of their clients who are investors listed in the Addendum).
Qualified investors are required to submit written confirmation that they fall
within the scope of the Addendum, are aware of the meaning of same and agree
to it.

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 the announcement on 3 March 2026. 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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