REG - Rosslyn Data Tech. - Result of Placing and Posting of Circular

Rosslyn Data TechnologiesAnnouncement

31/08/2023 07:00

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20230831:nRSe8646Ka&default-theme=true

RNS Number : 8646K  Rosslyn Data Technologies PLC  31 August 2023

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

 

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
FORM ANY PART OF AN OFFER TO SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO
BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR IN ANY OTHER
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL OR TO ANY
PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NO PUBLIC
OFFERING OF THE FUNDRAISE SHARES IS BEING MADE IN ANY SUCH JURISDICTION. ANY
FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE
SECURITIES LAWS OF SUCH JURISDICTIONS. PLEASE SEE THE IMPORTANT NOTICES AT THE
END OF THIS ANNOUNCEMENT.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
EU REGULATION 596/2014 (AS AMENDED) (WHICH FORMS PART OF DOMESTIC UK LAW
PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED)). UPON THE
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS
INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

31 August 2023

 

Rosslyn Data Technologies plc

("Rosslyn", the "Group" or the "Company")

 

Result of Placing and Posting of Circular

 

Rosslyn (AIM: RDT), the provider of a leading cloud-based enterprise data
analytics platform, is pleased to announce that, further to the announcement
made on 30 August 2023 regarding the Fundraising and the Consolidation (the
"Launch Announcement"), it has raised £3.3 million (before expenses) via the
placing of 517,000,000 Placing Shares (comprising 97,203,765 General Placing
Shares and 419,796,235 EIS/VCT Placing Shares) and the subscription for
23,000,000 Subscription Shares, both at the Issue Price of 0.5 pence per
share, as well as the issue of £600,000 of Convertible Loan Notes.

 

In addition, a retail offer via Bookbuild platform to raise up to £0.5
million was announced and opened to eligible investors in the United Kingdom
at 4.35 p.m. on 30 August 2023 (the "Retail Offer Announcement"). It is
expected that the Retail Offer will be closed on 5 September 2023. Further
information of the Retail Offer can be found in the Retail Offer Announcement.

 

Related party transaction

 

James Appleby and Bernard Quinn, Directors of the Company have subscribed for
an aggregate of 23,000,000 Subscription Shares at the Issue Price.

The participation of James Appleby and Bernard Quinn (together the "Related
Parties") each constitute related party transactions under rule 13 of the AIM
Rules.

Accordingly, Cenkos, acting in its capacity as the Company's nominated
adviser, confirms that it considers the terms of the participation of the
Related Parties in the Fundraising are fair and reasonable in so far as the
Shareholders are concerned.

The Consolidation

 

As announced in the Launch Announcement, the Company is also carrying out a
consolidation to reduce the number of Ordinary Shares in issue by a factor of
50. The Company currently has 339,862,521 Ordinary Shares in issue. This is a
significant number of shares for a Company with a market capitalisation of
approximately £1.7 million as at 29 August 2023. The Board considers that the
effect of the Consolidation will be to improve market liquidity by reducing
volatility and spread of the Company's Ordinary Shares and make trading in the
Company's shares more attractive to a broader range of institutional investors
and other members of the investing public.

 

General Meeting

 

The Fundraise is conditional on, inter alia, shareholder approval of certain
resolutions to be proposed at a general meeting of the Company to be held on
18 September 2023.

 

The Circular, including the Notice of General Meeting, is being posted to
Shareholders today and is available on the Company's website at
https://www.rosslyn.ai/investors.

 

Admission, settlement and dealings

 

Application will be made for admission of the Fundraising Shares (comprising
517,000,000 Placing Shares, 23,000,000 Subscription Shares and up to
100,000,000 Retail Offer Shares) to trading on AIM, being the market of that
name operated by the London Stock Exchange.

 

First Admission is expected to take place at 8.00 a.m. on or around 19
September 2023.

 

In addition to the passing of the Resolutions, the Fundraising is conditional
upon, among other things, First Admission becoming effective and the Placing
Agreement not being terminated in accordance with its terms.

 

The Fundraising Shares, when issued, will be 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.

 

Capitalised terms in this announcement shall have the same meaning as in the
Circular.

 

 

For further information please contact:

 

 Rosslyn
 Paul Watts, Chief Executive Officer                                                     +44 (0)20 3285 8008

 James Appleby, Chairman

 Cenkos Securities (Nominated adviser and Broker)
 Stephen Keys/Camilla Hume/George Lawson                                                 +44 (0)20 7397 8900

 Gracechurch Group (Financial PR)
 Harry Chathli/Claire Norbury                                                            +44 (0)20 4582 3500

 

 

Important notices

 

 

No person has been authorised to give any information or make any
representations other than those contained in this announcement and, if given
or made, such information or representations must not be relied on as having
been so authorised. The making of this announcement shall not, under any
circumstances, create any implication that there has not been any change in
the affairs of the Company since the date of this announcement or that the
information is correct as of any subsequent time.

 

This announcement does not constitute an offer to sell or an invitation to
subscribe for, or solicitation of an offer to subscribe for or buy Fundraising
Shares to any person in any jurisdiction to whom it is unlawful to make such
offer or solicitation. Accordingly, the Fundraising Shares may not, subject to
certain exceptions, be offered or sold, directly or indirectly, in, or into,
the United States of America, Canada, Australia, Japan, the Republic of
Ireland or the Republic of South Africa, New Zealand or Hong Kong or in any
other country, territory or possession where to do so may contravene local
securities laws or regulations. The Fundraising Shares have not been, and will
not be, registered under the Securities Act or qualified for sale under the
laws of any state of the United States or under the applicable laws of any of
Canada, Australia, the Republic of Ireland, the Republic of South Africa,
Japan, New Zealand or Hong Kong and, subject to certain exceptions, may not be
offered or sold in the United States or to, or for the account or benefit of,
US persons (as such term is defined in Regulation S under the Securities Act)
or to any national, resident or citizen of Canada, Australia, the Republic of
Ireland, South Africa, Japan, New Zealand or Hong Kong.

 

Cenkos Securities ("Cenkos"), which is authorised and regulated in the United
Kingdom by the FCA, is acting as Nominated Adviser and Sole Broker exclusively
for the Company and no one else in connection with the contents of this
announcement and will not regard any other person (whether or not a recipient
of this announcement) as its client in relation to the contents of this
announcement nor will it be responsible to anyone other than the Company for
providing the protections afforded to its clients or for providing advice in
relation to the contents of this announcement. Apart from the responsibilities
and liabilities, if any, which may be imposed on Cenkos by FSMA or the
regulatory regime established thereunder, Cenkos accepts no responsibility
whatsoever, and makes no representation or warranty, express or implied, for
the contents of this announcement including its accuracy, completeness or
verification or for any other statement made or purported to be made by it, or
on behalf of it, the Company or any other person, in connection with the
Company and the contents of this announcement, whether as to the past or the
future. Cenkos accordingly disclaims all and any liability whatsoever, whether
arising in tort, contract or otherwise (save as referred to above), which it
might otherwise have in respect of the contents of this announcement or any
such statement. The responsibilities of Cenkos as the Company's nominated
adviser under the AIM Rules and the AIM Rules for Nominated Advisers are owed
solely to London Stock Exchange and are not owed to the Company or to any
director or shareholder of the Company or any other person, in respect of its
decision to acquire shares in the capital of the Company in reliance on any
part of this announcement, or otherwise.

 

No representation, responsibility or warranty, expressed or implied, is made
by Cenkos, the Company or any of their respective directors, officers,
employees or agents as to any of the contents of this announcement, the
Placing or any other matter referred to in this announcement. Cenkos will not
be offering advice and will not otherwise be responsible for providing
customer protections to recipients of this announcement or for advising them
on the contents of this announcement or any other matter.

 

The Fundraising Shares will not be registered under the Securities Act or
under the securities laws of any state of the United States and, absent
registration or an exemption therefrom, may not be offered or sold in the
United States. The Fundraising Shares will not be registered under any of the
relevant securities laws of Canada, Australia, Japan, New Zealand, the
Republic of Ireland, the Republic of South Africa or Hong Kong. Accordingly,
unless otherwise determined by the Company and permitted by the applicable law
and regulations, the Fundraising Shares may not be, directly or indirectly,
offered, sold, taken up, delivered or transferred in or into the United
States, Canada, Australia, Japan, New Zealand, the Republic of Ireland, the
Republic of South Africa or Hong Kong.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  ROIEAXPEDESDEFA