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

Rosslyn Data TechnologiesAnnouncement

26/03/2026 07:00

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RNS Number : 1694Y  Rosslyn Data Technologies PLC  26 March 2026

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.

 

26 March 2026

 

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 25 March 2026 regarding the Fundraising (the "Launch Announcement"),
it has conditionally raised approximately £1.1 million (before expenses) via
the placing of 36,405,687 Placing Shares (comprising 7,399,000 Firm Placing
Shares and 29,006,687 Conditional Placing Shares) at the Issue Price of 2.0
pence per share and the issue of the 2026 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 5.20 p.m. on 26 March 2026 (the "Retail Offer Announcement"). It is
expected that the Retail Offer will be closed at 12.00 p.m. on 31 March 2026.
Further information of the Retail Offer can be found in the Retail Offer
Announcement.

 

Directors, PDMR and Substantial Shareholders' participation in the Fundraising

 

Further to the Launch Announcement, James Appleby and John Chessher as
Directors of the Company have confirmed their intention to subscribe for
3,000,000 Placing Shares and 1,000,000 Placing Shares respectively, and
Canaccord has conditionally subscribed for £175,000 of the 2026 Convertible
Loan Notes.

 

In addition, the following PDMR and certain substantial shareholders (as
defined in the AIM Rules) have conditionally subscribed for, in aggregate,
18,000,000 Placing Shares at the Issue Price, as follows:

 

                       Number of Existing Ordinary Shares  Number of Placing Shares subscribed for  Number of Ordinary Shares held on  Expected % of Enlarged Issued Share Capital

                                                                                                    Admission

 Name

 Ed Riddell            Nil                                 500,000                                  500,000                            0.39%

 Finance Director
 First Equity Limited  10,680,000                          10,000,000                               20,680,000                         16.16%
 Bottomley Family      8,425,000                           7,500,000                                15,925,000                         12.44%

Related Party Transactions

The participation in the Fundraising by James Appleby and John Chessher as
Directors of the Company, and by Canaccord, First Equity Limited and the
Bottomley Family as substantial shareholders (the "Related Parties")
constitute related party transactions for the purposes of Rule 13 of the AIM
Rules for Companies.

 

The independent Director of the Company (being Paul Watts), having consulted
with Cavendish, the Company's nominated adviser, confirms that the terms of
the transaction by each of the Related Parties are fair and reasonable insofar
as Shareholders are concerned.

 

General Meeting

The Conditional Placing, the issue of the 2026 Convertible Loan Notes, the
issue of the Fee Shares and the Retail Offer are conditional on, inter alia,
the passing of the Resolutions by Shareholders at the General Meeting, notice
of which is set out at the end of the Circular.

 

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 (https://www.rosslyn.ai/investors) .

 

Admission, settlement and dealings

Application has been made to the London Stock Exchange plc for the admission
of the Firm Placing Shares to trading on AIM and it is expected that First
Admission will occur at 8.00 a.m. on 31 March 2026.

 

Subject to the passing of the Resolutions, application will be made to the
London Stock Exchange for the admission of the Conditional Placing Shares, the
Fee Shares and the Retail Offer Shares to trading on AIM. Second Admission is
expected to occur at 8.00 a.m. on 14 April 2026 or such later time and/or date
as Cavendish and the Company may agree (being in any event no later than 8.00
a.m. on 28 April 2026).

 

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/George Lawson/Joe Smith                              +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 New
Ordinary Shares to any person in any jurisdiction to whom it is unlawful to
make such offer or solicitation. Accordingly, the New Ordinary 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 New Ordinary 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 New Ordinary 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.

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