REG - Rosslyn Data Tech. - Result of Retail Offer

Rosslyn Data TechnologiesAnnouncement

05/09/2023 17:15

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RNS Number : 4680L  Rosslyn Data Technologies PLC  05 September 2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, TO US PERSONS OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA,
CANADA, SOUTH AFRICA OR JAPAN, OR ANY MEMBER STATE OF THE EEA, OR ANY OTHER
JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE
A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE
IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF EU
REGULATION 596/2014 WHICH FORMS PART OF DOMESTIC LAW IN THE UNITED KINGDOM BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.  UPON THE PUBLICATION OF
THIS ANNOUNCEMENT THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE WITHIN THE
PUBLIC DOMAIN.

 

Rosslyn Data Technologies plc

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

 

Result of Retail Offer

 

Further to the announcement dated 30 August 2023, Rosslyn (AIM: RDT), the
provider of a leading cloud-based enterprise data analytics platform,
announces that, following the closing of the Retail Offer by BookBuild earlier
today, 3,101,200 Retail Offer Shares will be issued at 0.5 pence per Retail
Offer Share in connection with the Retail Offer.

 

The Company notes that approximately 89 per cent. of the £3.3 million raised
via the conditional Placing and Subscription, and the issue of Convertible
Loan Notes comprised existing shareholders in the Company. Furthermore, the
issue price of 0.5 pence per Retail Offer Share represented a nil discount to
the closing mid-market price on 29 August 2023, being the latest practicable
date prior to the date of the announcement of the Fundraise.

 

Consequently, 517,000,000 Placing Shares, 23,000,000 Subscription Shares
and 3,101,200 Retail Offer Shares, resulting in a total of 543,101,200
Fundraising Shares, will be issued in relation to the Placing, Subscription
and Retail Offer, raising total gross proceeds of approximately £3.32
million.

 

The Fundraise is conditional on, inter alia, the passing of the Resolutions by
Shareholders at the General Meeting to be held on 18 September 2023. It is
expected that First Admission of the Fundraising Shares to trading on AIM will
occur no later than 8.00 a.m. on 19 September 2023.

 

Second Admission will occur after the Consolidation is effective and is
expected to occur at 8.00 a.m. on 20 September 2023 (or such later times(s)
and/or date(s) as Cenkos and the Company may agree).

 

The Fundraising Shares and the New Consolidated Ordinary Shares will, when
issued, be credited as fully paid up and will have the same rights as the
Existing Ordinary Shares including, voting, dividend, return of capital and
other rights, and will on issue be free of all claims, liens, charges,
encumbrances and equities.

 

Following Second Admission, the total number of New Consolidated Ordinary
Shares in issue will be 17,659,275 with each New Consolidated Ordinary Share
carrying the right to one vote. There are, and following Second Admission will
be, no New Consolidated Ordinary Shares held in treasury and therefore the
total number of voting rights in the Company will be 17,659,275. The above
figure may be used by Shareholders in the Company as the denominator for the
calculations by which they will determine if they are required to notify their
interest in, or a change to their interest in, the share capital of the
Company under the FCA's Disclosure, Guidance and Transparency Rules.

 

Capitalised terms used but not defined in this announcement have the same
meanings as set out in the circular to Shareholders dated 31 August 2023.

 

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)
 Claire Norbury/Anysia Virdi                                                             +44 (0)20 4582 3500

 

Important Notices

The content of this announcement has been prepared by, and is the sole
responsibility of, the Company.

This announcement and the information contained herein is not for release,
publication or distribution, directly or indirectly, in whole or in part, in
or into or from the United States (including its territories and possessions,
any state of the United States and the District of Columbia (the "United
States" or "US")), Australia, Canada, Japan, the Republic of South Africa, any
member state of the EEA or any other jurisdiction where to do so might
constitute a violation of the relevant laws or regulations of such
jurisdiction.

The Retail Offer Shares have not been and will not be registered under the US
Securities Act of 1933, as amended (the "US Securities Act") or under the
applicable state securities laws of the United States and may not be offered
or sold directly or indirectly in or into the United States or to or for the
account or benefit of any US person (within the meaning of Regulation S under
the US Securities Act) (a "US Person"). No public offering of the Retail Offer
Shares is being made in the United States. The Retail Offer Shares are being
offered and sold outside the United States in "offshore transactions", as
defined in, and in compliance with, Regulation S under the US Securities Act.
In addition, the Company has not been, and will not be, registered under the
US Investment Company Act of 1940, as amended.

This announcement does not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for Retail Offer Shares in the
United States, Australia, Canada, New Zealand, Japan, the Republic of South
Africa, any member state of the EEA or any other jurisdiction in which such
offer or solicitation is or may be unlawful. No public offer of the securities
referred to herein is being made in any such jurisdiction.

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.

Cenkos Securities plc ("Cenkos") which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority and is a member of the
London Stock Exchange, is acting as nominated adviser and broker for the
Company and for no-one else and will not regard any other person (whether or
not a recipient of this announcement) as its client in relation to the
Placing, Retail Offer and Admission and will not be responsible to anyone
other than the Company for providing the protections afforded to its clients,
nor for providing advice in connection with the Placing, Retail Offer,
Admission and the other arrangements referred to in this announcement.

The value of Ordinary Shares and the income from them is not guaranteed and
can fall as well as rise due to stock market and currency movements. When you
sell your investment, you may get back less than you originally invested.
Figures refer to past performance and past performance is not a reliable
indicator of future results. Returns may increase or decrease as a result of
currency fluctuations.

Certain statements in this announcement are forward-looking statements which
are based on the Company's expectations, intentions and projections regarding
its future performance, anticipated events or trends and other matters that
are not historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "intend", "estimate", "expect"
and words of similar meaning, include all matters that are not historical
facts. These forward-looking statements involve risks, assumptions and
uncertainties that could cause the actual results of operations, financial
condition, liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from the
impression created by the forward-looking statements. These statements are not
guarantees of future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking statements.
Given those risks and uncertainties, prospective investors are cautioned not
to place undue reliance on forward-looking statements.

These forward-looking statements speak only as at the date of this
announcement and cannot be relied upon as a guide to future performance. The
Company and Cenkos expressly disclaim any obligation or undertaking to update
or revise any forward-looking statements contained herein to reflect actual
results or any change in the assumptions, conditions or circumstances on which
any such statements are based unless required to do so by the Financial
Conduct Authority, the London Stock Exchange or applicable law.

The information in this announcement is for background purposes only and does
not purport to be full or complete. None of Cenkos or any of its affiliates,
accepts any responsibility or liability whatsoever for, or makes any
representation or warranty, express or implied, as to this announcement,
including the truth, accuracy or completeness of the information in this
announcement (or whether any information has been omitted from the
announcement) or any other information relating to the Company or associated
companies, whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available or for any loss howsoever arising from
any use of the announcement or its contents or otherwise arising in connection
therewith. Cenkos and its affiliates, accordingly disclaim all and any
liability whether arising in tort, contract or otherwise which they might
otherwise be found to have in respect of this announcement or its contents or
otherwise arising in connection therewith.

Any indication in this announcement of the price at which the Ordinary Share
have been bought or sold in the past cannot be relied upon as a guide to
future performance. Persons needing advice should consult an independent
financial adviser. No statement in this announcement is intended to be a
profit forecast and no statement in this announcement should be interpreted to
mean that earnings or target dividend per share of the Company for the current
or future financial years would necessarily match or exceed the historical
published earnings or dividends per share of the Company.

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this announcement.
The Retail Offer Shares to be issued or sold pursuant to the Retail Offer will
not be admitted to trading on any stock exchange other than the London Stock
Exchange.

 

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