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

Rosslyn Data TechnologiesAnnouncement

09/10/2024 07:00

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RNS Number : 4417H  Rosslyn Data Technologies PLC  09 October 2024

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX 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, NEW ZEALAND, THE
REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA, HONG KONG 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, NEW ZEALAND, THE REPUBLIC OF IRELAND, THE REPUBLIC
OF SOUTH AFRICA, HONG KONG 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 NEW 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 INFORMATION IN THE APPENDIX TO 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.

 

9 October 2024

 

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 8 October 2024 regarding the Fundraising, 2023 CLN conversion and the
Capital Reorganisation (the "Launch Announcement"), it has raised £1.64
million (before expenses) via the placing of 32,720,000 Placing Shares
(comprising 28,660,000 General Placing Shares and 4,060,000 EIS/VCT Placing
Shares) at the Issue Price of 5 pence per share, as well as the issue of
£1.20 million of Convertible Loan Notes.

 

In addition, a retail offer via Bookbuild platform to raise up to £0.25
million was announced and opened to eligible investors in the United Kingdom
at 4.55 p.m. on 8 October 2024 (the "Retail Offer Announcement"). It is
expected that the Retail Offer will be closed on 10 October 2024. Further
information of the Retail Offer can be found in the Retail Offer Announcement.

 

Furthermore, and as announced in the Launch Announcement, James Appleby,
Non-Executive Chairman has confirmed his intention to subscribe for £264,000
via the issue of Subscription Shares at the Issue Price following the release
of the Company's FY24 Results.

 

Related party transaction

 

Canaccord Genuity Group Inc. ("Canaccord"), a substantial shareholder of the
Company (as defined in the AIM Rules), has conditionally subscribed for
2,500,000 Placing Shares at the Issue Price and £400,000 of the 2024
Convertible Loan Notes. The participation by Canaccord in the Fundraising
constitutes a related party transaction under rule 13 of the AIM Rules.

 

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

 

General Meeting

 

The Fundraise, Conversion and Capital Reorganisation are each conditional on,
inter alia, shareholder approval of certain resolutions to be proposed at a
general meeting of the Company to be held on 25 October 2024.

 

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 New Ordinary Shares (comprising
17,659,275 existing Ordinary Shares following the Capital Reorganisation,
32,720,000 Placing Shares, 13,328,150 Conversion Shares and up to 5,000,000
Retail Offer Shares) to trading on AIM, being the market of that name operated
by the London Stock Exchange.

 

Admission is expected to take place at 8.00 a.m. on or around 28 October 2024.

 

In addition to the passing of the Resolutions, the Placing, Retail Offer,
issue of the 2024 Convertible Loan Notes, Conversion and Capital
Reorganisation are each conditional upon, among other things, Admission
becoming effective and the Placing Agreement not being terminated in
accordance with its terms.

 

The New Ordinary Shares following the Capital Reorganisation will have the
same rights as those currently accruing to the Existing Ordinary  Shares in
issue, including those relating to voting and entitlement to dividends. The
Placing Shares, Retail Offer Shares and Conversion Shares, when issued, will
be fully paid and will rank pari passu in all respects with the New Ordinary
Shares, including the right to receive all dividends and other distributions
declared, made or paid after the date of issue.

 

Assuming the Director's Intended Subscription proceeds, the Company will apply
for admission of the Subscription Shares to trading on AIM separately and to
take effect following publication of the FY24 Results and the admission of the
New Ordinary Shares;

 

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

 Cavendish Capital Markets Limited (Nominated adviser and Broker)
 Stephen Keys/Camilla Hume/George Lawson                                                 +44 (0)20 7220 0500

 Gracechurch Group (Financial PR)
 Claire Norbury/Anysia Virdi                                                             +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.

 

Cavendish Capital Markets Limited ("Cavendish"), 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
Cavendish by FSMA or the regulatory regime established thereunder, Cavendish
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. Cavendish 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
Cavendish 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 Cavendish, 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. Cavendish 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 New Ordinary 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 New Ordinary 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.

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