REG - Rosslyn Data Tech. - Retail Offer
25/03/2026 17:30
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RNS Number : 1483Y Rosslyn Data Technologies PLC 25 March 2026
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND 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,
THE REPUBLIC OF 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.
THE CONTENT OF THIS ANNOUNCEMENT, WHICH HAS BEEN PREPARED BY AND IS THE SOLE
RESPONSIBILITY OF THE COMPANY, HAS BEEN APPROVED BY CAVENDISH CAPITAL MARKETS
LIMITED, WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY,
SOLELY FOR THE PURPOSES OF SECTION 21(2)(B) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (AS AMENDED).
THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE
OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION
OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF ROSSLYN DATA
TECHNOLOGIES PLC.
25 March 2026
Rosslyn Data Technologies plc
("Rosslyn", the "Group" or the "Company")
Retail Offer for up to £0.25 million
Rosslyn is pleased to announce a retail offer via the Bookbuild platform (the
"Retail Offer") to raise up to £0.25 million (the "Retail Offer") through the
issue of new ordinary shares of 0.1 pence each in the capital of the Company
("Ordinary Shares"). Under the Retail Offer, up to 12,500,000 new Ordinary
Shares (the "Retail Offer Shares") will be made available at a price of 2.0
pence per Retail Offer Share.
In addition to the Retail Offer, earlier today the Company announced a
proposed fundraising to raise approximately £1.1 million (before expenses)
via a conditional placing (the "Placing") of new Ordinary Shares (the "Placing
Shares" and, together with the Retail Offer Shares, the "Fundraising Shares")
at a price of 2.0 pence per Placing Share (the "Issue Price"), and the issue
of convertible loan notes (the "Convertible Loan Notes").
A separate announcement has been made regarding the Placing and the
Convertible Loan Notes and their respective terms, and it also sets out the
reasons for the fundraise and the use of proceeds. The proceeds of the Retail
Offer will be utilised in the same way as the proceeds of the Placing and the
Convertible Loan Notes.
The Issue Price represents a discount of approximately 16.7 per cent to the
closing share price of 2.4 pence per existing Ordinary Share on 24 March 2026
(being the last practicable date prior to the date of this announcement). The
issue price of the Retail Offer Shares is equal to the Issue Price.
The Retail Offer is conditional, inter alia, on the Retail Offer Shares being
admitted to trading on the AIM market ("AIM") of the London Stock Exchange plc
("Admission"). It is anticipated that Admission will become effective and that
dealings in the Retail Offer Shares will commence on AIM, at 8.00 a.m. on 14
April 2026.
The Retail Offer is not part of the Placing or the Convertible Loan Notes.
Completion of the Retail Offer is conditional, inter alia, upon the completion
of the Conditional Placing (as defined in the circular and below) and the
Convertible Loan Notes but completion of the Conditional Placing and the
Convertible Loan Notes are not conditional on the completion of the Retail
Offer.
Expected Timetable in relation to the Retail Offer
Retail Offer opens 25 March 2026, 17:20
Latest time and date for commitments under the Retail Offer 31 March 2026, 12:00
Results of the Retail Offer announced 31 March 2026
Admission and dealings in Retail Offer Shares issued 14 April 2026
pursuant to the Retail Offer commence
Any changes to the expected timetable set out above will be notified by the
Company through a Regulatory Information Service. References to times are to
London times unless otherwise stated.
Dealing Codes
Ticker RDT
ISIN for the Ordinary Shares GB00BMV2DB09
SEDOL for the Ordinary Shares BMV2DB0
Retail Offer
The Company values its retail shareholder base and believes that it is
appropriate to provide its retail shareholders in the United Kingdom the
opportunity to participate in the Retail Offer.
The Company is therefore making the Retail Offer available in the United
Kingdom through the financial intermediaries which will be listed, subject to
certain access restrictions, on the following website:
https://www.bookbuild.live/deals/674G81/authorised-intermediaries
(https://www.bookbuild.live/deals/674G81/authorised-intermediaries)
Cavendish Capital Markets Limited will be acting as retail offer coordinator
in relation to this Retail Offer (the "Retail Offer Coordinator").
Retail investors can contact their broker or wealth manager ("Intermediary")
to participate in the Retail Offer. In order to participate in the Retail
Offer, each Intermediary must be on-boarded onto the BookBuild platform and
agree to the final terms and the retail offer terms and conditions, which
regulate, inter alia, the conduct of the Retail Offer on market standard terms
and provide for the payment of commission to any Intermediary that elects to
receive a commission and/or fee (to the extent permitted by the FCA Handbook
Rules) from the Retail Offer Coordinator (on behalf of the Company).
Any expenses incurred by any Intermediary are for its own account. Investors
should confirm separately with any Intermediary whether there are any
commissions, fees or expenses that will be applied by such Intermediary in
connection with any application made through that Intermediary pursuant to the
Retail Offer.
The Retail Offer will be open to eligible investors in the United Kingdom at
5:20pm on 25 March 2026. The Retail Offer is expected to close at 12:00pm on
31 March 2026. Investors should note that financial intermediaries may have
earlier closing times. The Retail Offer may close early if it is
oversubscribed.
If any Intermediary has any questions about how to participate in the Retail
Offer on behalf of existing retail shareholders, please contact the Retail
Offer Coordinator or BookBuild at email: support@bookbuild.live
(mailto:support@bookbuild.live) .
To be eligible to participate in the Retail Offer, applicants must be a
customer of one of the participating intermediaries listed on the above
website, resident in the United Kingdom and aged 18 years or over.
The Company reserves the right to scale back any order at its discretion. The
Company reserves the right to reject any application for subscription under
the Retail Offer without giving any reason for such rejection.
It is vital to note that once an application for Retail Offer Shares has been
made and accepted via an Intermediary, it cannot be withdrawn.
The Retail Offer Shares will, when issued, be credited as fully paid and will
rank pari passu in all respects with existing Ordinary Shares including the
right to receive all dividends and other distributions declared, made or paid
after their date of issue.
The Retail Offer is offered in the United Kingdom under an exception from the
prohibition of public offers specified in Part 1 of Schedule 1 of the Public
Offers and Admissions to Trading Regulations 2024 and under an exemption from
the requirement to publish a prospectus in the Prospectus Rules: Admission to
Trading on a Regulated Market sourcebook of the FCA.
The Retail Offer is not being made into any jurisdiction other than the United
Kingdom or to US Persons (as defined in Regulation S of the US Securities Act
1933, as amended).
No offering document, prospectus or admission document has been or will be
prepared or submitted to be approved by the Financial Conduct Authority (or
any other authority) in relation to the Retail Offer, and investors'
commitments will be made solely on the basis of the information contained in
this announcement and information that has been published by or on behalf of
the Company prior to the date of this announcement by notification to a
Regulatory Information Service in accordance with the Financial Conduct
Authority's Disclosure Guidance and Transparency Rules and the Market Abuse
Regulation (EU Regulation No. 596/2014) ("MAR") as it forms part of United
Kingdom law by virtue of the European Union (Withdrawal) Act 2018 (as
amended).
There is a minimum subscription of £100.00 per investor under the terms of
the Retail Offer which is open to investors in the United Kingdom subscribing
via the intermediaries which will be listed, subject to certain access
restrictions, on the following website:
https://www.bookbuild.live/deals/674G81/authorised-intermediaries
(https://www.bookbuild.live/deals/674G81/authorised-intermediaries)
There is no maximum application amount to apply in the Retail Offer. The terms
and conditions on which investors subscribe will be provided by the relevant
financial intermediaries including relevant commission or fee charges.
Investors should make their own investigations into the merits of an
investment in the Company. Nothing in this announcement amounts to a
recommendation to invest in the Company or amounts to investment, taxation or
legal advice. It should be noted that a subscription for Retail Offer Shares
and investment in the Company carries a number of risks. Investors should take
independent advice from a person experienced in advising on investment in
securities such as the Retail Offer Shares if they are in any doubt.
Key Investment Risks
The Retail Offer may involve a significant degree of risk including loss of
capital, rarity of dividends, lack of liquidity and potential for dilution and
should only be done as part of a diversified portfolio. The value of an
investment and the income from it could go down as well as up. The return of
your investment is not guaranteed and you may get back less than you
originally invested. Past performance is not an indicator of future
performance. Suffering a loss on your investment is always a possibility.
Capital is at risk.
The potential gains and losses that may arise from your investments will
depend on your appetite for risk and how you manage your approach to risk.
Investing all your money into one type of investment can be a high risk
strategy and concentrate risks to which you and that type of investment may be
exposed. A managed approach to risk may be to diversify your investments you
make across different companies' securities and different asset classes.
Extracts from the Company's announcement headed 'Proposed Fundraising'
released at 4.35 p.m. today:
1. Background to and reasons for the Fundraise
In October 2024, the Company announced a £3.35 million equity fundraise
(before expenses) to primarily drive the execution of the Group's business
strategy, and Rosslyn has continued to make progress since that time, namely:
(a) Successful deployment of the Rosslyn platform with the Major
Client
Initially contracted to the central procurement department of one of the
world's 10 largest companies (the "Major Client"), the first phase of the
project went live towards the end of FY 2025.
The deployment of the Rosslyn platform with the Major Client represents a
significant strategic and operational endorsement of the Company's offering.
(b) Launch and roll out of AICE
The Company's AI journey began at the start of FY 2024 when the Company sought
to develop the Rosslyn Artificial Intelligence Classification Engine ("AICE"),
a tool that could automate procurement data categorisation and classification
post-extraction and enrichment.
Following a successful trial period, AICE became operational with the first
customer in April 2024 and was then launched and made commercially available
in FY 2025 as an additional module to Rosslyn's platform. Momentum has been
maintained since, with AICE now rolled out and adopted by three customers, as
well as being trialled by a further six customers, one of whom is the Major
Client.
(c) Development of two further AI-powered tools
Following the extraction, enrichment and classification of procurement data,
the Group has looked to develop a procurement data lake which, through machine
learning, can lead to predictive intelligence so that customers can better
understand and act on their procurement data. This has resulted in the
development and launch of two further AI-powered tools in addition to AICE,
IniTrack and Benchmarking, with the first purchase being made in July 2025 by
a global media and technology company:
● IniTrack enables users to plan, track and report on the
progress of their procurement initiatives in real time. The provision of
predictive intelligence by the tool allows for the alert to a spend manager of
a potential outcome. While primarily focused on spend, it also has the
capability to track other initiatives, such as seeking to reduce risk within
the supply chain or increase sustainability; and
● Benchmarking has been designed to provide a comprehensive
price comparison across a number of use cases. Users can gain insight into how
their spending compares between divisions, against industry peers and public
price books, with these comparisons available instantly.
(d) Enhanced quality of revenue
The Company has previously announced its strategic decision to prioritise the
quality of revenues and not renew certain low-value/low-margin contracts. This
strategy, combined with certain price increases from existing clients and a
reduction in hosting costs, has resulted in a significant improvement to gross
margins for H1 2026 of 46.3 per cent. versus 35.7 per cent. for the same
period in FY 2025. Further price increases are also expected from two more
existing clients in FY 2026.
(e) New contract wins
The Group has continued to seek new business wins and, as detailed in the
Company's H1 2026 results, contracts with two new customers were signed in the
first half of the financial year, comprising:
● A three-year contract with a global media and technology
company that will generate $160k of ARR as well as $60k in professional
services fees in the first year. As outlined above, the customer, which is a
spin-off of an existing long-standing customer of the Group, will be using
IniTrack and Benchmarking; and
● A one-year contract with a British train operating company
signed in May 2025, which is worth £85k of revenue over the term of the
contract.
Further to the above, in January 2026 the Company secured a new contract with
a global leader in licensing process technology and supply of catalysts to
provide solutions for clients to decarbonise and increase the yield and
efficiency of their chemical processes. The current contract has a one-year
term and has a total value of £95k, comprising licence fees of £65k and
£30k for system implementation. This contract was awarded to the Group to
ensure continued service provision to the customer following its divestiture
from a pre-existing longstanding client of Rosslyn, for whom the commercial
relationship with Rosslyn will continue separately.
The customer is currently in the process of being acquired by a major Fortune
500 company that serves a broad range of industries and geographies around the
world. Should the acquisition complete, it is intended that the Rosslyn
contract would be transferred to the customer's new parent organisation, and
the Directors believe that this would also provide the Company the opportunity
to expand its service provision within the Fortune 500 company.
The market
The Board believes that the Group remains well-positioned to benefit from a
market that is undergoing significant disruption. There continues to be a
requirement for a spend intelligence solution in order to provide data-driven
agility, potential savings opportunities, sustainable supply chains,
mitigations of financial risk, and improved cash flow, and Rosslyn has
provided its solutions for over 18 years to enterprises with some of the most
complex organisation and data landscapes.
The need for a spend intelligence solution is driven by a lack of visibility
by procurement teams over large and/or poor quality datasets that may operate
across multiple geographies, systems and currencies, and also a growing demand
for enterprises to manage increasing large amounts of supply chain data.
The market that the Group operates in also continues to grow, with the global
spend analytics market forecast to increase from $3.21 billion in 2024 to
$21.30 billion in 2032 (Source: Spend Analytics Market - Global Market Size,
Share, and Trends Analysis Report - Industry Overview and Forecast to 2032 |
Data Bridge Market Research). The Directors believe that the total addressable
market, being the enterprise segment, is currently valued at between $1.9bn -
$2.6bn, and of this between $10 million - $25 million be accessible by the
Company. The Directors believe the key trends driving this market growth can
be attributed to increased technological development through a growth in AI
capabilities and the Cloud, a rise in general compliance and corporate
governance requirements, and macro-economic instability and challenges
necessitating the need for cost-optimisation.
The Board continues to view the marketplace in three tiers and believes the
goal for Rosslyn in each tier to be as follows:
No. of companies
Tier Characteristics/Spend Goals Competition
1 500 • Highly complex • £250k+ ARR per fully deployed client • SpendHQ
• $10bn+ in spend • £3m goal • Sievo
2 2,000 • Highly complex • £90k+ ARR per win • SpendHQ
• $2bn+ in spend • £3m goal • Simfoni
• Sievo
3 5,000 • Minimal complexity • £40k ARR per win • Ignite Procurement
• $250m+ in spend • £1m goal • Spendata
• Divisional/regional level projects
Growth strategy
The following roadmap has been identified that the Directors believe will
enable the Company to be profitable and cash generative on a monthly basis in
FY 2028:
(a) The Major Client
In addition to the work performed with the Major Client to-date, the Group is
currently in advanced discussions over the following two near-term
opportunities:
● Increasing the volume of data that the Major Client
processes through Rosslyn's platform; and
● Expansion of the Group's service provision with the Major
Client through the commencement of trialling AICE in its central procurement
department.
The Directors estimate that these initiatives could generate additional ARR of
up to $340k.
(b) Further customer adoption of new AI modules
The Company has an ongoing vision to empower procurement with AI-enhanced
intelligence and decision automation for strategic excellence. In addition to
IniTrack and Benchmarking, which the Directors believe, together with AICE,
could generate £1 million of revenue through cross-selling to the existing
customer base, the following additional AI-powered products have been
identified for 2026 and beyond:
● Automated Insights: Seeks to provide procurement teams with
granular, actionable insights that are shared in real-time;
● Enhanced Dashboarding: Already an existing module that is
able to build flexible dashboards and reports through an intuitive user
interface, aims to incorporate AI and natural language to improve its
effectiveness and accuracy;
● Strategic Playbooks: Intention for the module, once
developed, to utilise AI to provide recommendations on category or supplier
management; and
● Connect Further AI: Aims to make use of consolidated,
enriched and classified data to power internal AI projects.
The Group looks forward to providing updates on the above initiatives as they
progress and as the AI market continues to grow the Board believes the ongoing
adoption of its AI technologies by customers continues to represent a
transformational opportunity for Rosslyn.
(c) Conversion of pipeline
As at 31 October 2025, the Company had a total pipeline of £3.5 million, and
a weighted pipeline of
£0.9 million. The pipeline currently comprises the following:
Pipeline Short Term Long Term
<6 months >6 months
Major Client £470k £150k
New Business £450k £1,560k
Expansion with Existing Customers £470k £360k
Total £1,390 £2,070k
In addition to the opportunities with the Major Client outlined above, the
Directors believe there will be the chance to expand to other departments
within the Major Client. An introduction has already been made to one
department and the long term pipeline includes the expansion to a third
department. The expansion opportunities with existing customers includes both
upsells and renewals.
(d) Continued tight cost control
The cash burn rate of the Company for H1 2026 was £175k per month. This has
since been reduced following the implementation of a number of cost-cutting
measures, including staff redundancies. The Directors believe this can come
down further to an average monthly cash burn of £65k for FY 2027.
Fundraising
Notwithstanding the above progress and identified roadmap, it was announced in
the Company's H1 2026 results that some of the pipeline it had expected to
convert in H2 2026 would now be anticipated in the first half of the next
financial year. Furthermore, the Board has not seen the return on investment
it had expected on its partnership with one of the world's five largest
consulting firms (the "Consulting Partner").
The Board has therefore continued to monitor the Group's various funding
options, and with a cash balance of £0.7 million as at 31 October 2025 has
decided that it is in the best interests of Shareholders and the Company to
undertake the Fundraising. The Board believes that the net proceeds of the
Fundraising, together with the execution of the Company's growth strategy,
would contribute towards monthly cash generation and profitability in FY 2028,
and has aspirations to grow the Company's ARR to £4 million in the near-term
at a greater than 60 per cent. gross margin.
Without the additional funding proposed to be raised in connection with the
Fundraising, the Board anticipates that the Group will face liquidity
pressures and, in the absence of alternative funding proposals, would not have
the sufficient funds required to meet its short-term working capital
requirements.
The Board therefore strongly recommends that Shareholders vote in favour of
the resolutions required to approve the Fundraising.
2. Details of the Fundraising
Details of the Placing
The Company is conditionally raising gross proceeds of approximately £0.73
million through the Placing at the Issue Price. The Placing comprises a firm
placing of 7,399,000 Firm Placing Shares and a conditional placing of
29,006,687 Conditional Placing Shares with new and existing institutional
investors, other investors, and those referred to in paragraph 4 below. The
Issue Price represents a discount of approximately 16.7 per cent. to the
closing mid-market price of 2.4 pence on 24 March 2026, being the latest
practicable date prior to publication of this announcement.
Pursuant to the Placing Agreement, Cavendish has conditionally agreed to use
its reasonable endeavours to procure subscribers for the Placing Shares at the
Issue Price.
The Firm Placing has not been underwritten by Cavendish or any other party and
is conditional, inter alia, on:
● First Admission becoming effective by not later than 8.00
a.m. on 31 March 2026 (or such later date as may be agreed by the Company and
Cavendish), but not longer than the Long Stop Date; and
● the Placing Agreement becoming unconditional with respect to
First Admission and not having been terminated by Cavendish in accordance with
its terms.
The Conditional Placing has not been underwritten by Cavendish or any other
party and is conditional, inter alia, on:
● the Placing Agreement not having been terminated in
accordance with its terms prior to Admission;
● the Resolutions being passed by Shareholders at the General
Meeting;
● the issue of the 2026 Convertible Loan Notes; and
● Second Admission becoming effective by no later than 8.00
a.m. on 14 April 2026 (or such later time and/or date as the Company and
Cavendish may agree), but not later than the Long Stop Date.
The Conditional Placing is not conditional upon the completion of the Retail
Offer, but is conditional upon the issue of the 2026 Convertible Loan Notes.
Completion of the Retail Offer and the issue of the 2026 Convertible Loan
Notes are conditional, inter alia, upon completion of the Conditional Placing.
The Placing Agreement contains customary warranties from the Company in favour
of Cavendish in relation to, inter alia, the accuracy of the information in
this document and other matters relating to the Company and its business. In
addition, the Company has agreed to indemnify Cavendish in relation to certain
liabilities that they may incur in respect of the Fundraising.
The Fundraising comprises the Firm Placing, the Conditional Placing, the issue
of the 2026 Convertible Loan Notes and the Retail Offer. The Conditional
Placing is conditional, among other matters, on the passing of resolutions to
be proposed at the General Meeting, granting authority to the Directors to
allot the Conditional Placing Shares, the Fee Shares, the Retail Offer Shares
and issue the 2026 Convertible Loan Notes on a non- pre-emptive basis, and on
Second Admission.
Cavendish (acting in good faith) has the right to terminate the Placing
Agreement in certain circumstances prior to First Admission or Second
Admission, including (but not limited to): in the event that there has, in the
opinion of Cavendish (acting in good faith) been a breach, or an alleged
breach, of any of the warranties in the Placing Agreement or there has
occurred in the opinion of Cavendish (acting in good faith) a material adverse
change or any development reasonably likely to involve a prospective material
adverse change in the condition (financial, operational, legal or otherwise),
earnings, business affairs or business prospects of the Company or the Group
(which is material in the context of the Group taken as a whole), whether or
not foreseeable as at the date of the Placing Agreement and whether or not
arising in the ordinary course of business. Cavendish may also terminate the
Placing Agreement if there has been a significant change in certain
international financial markets, a suspension or material limitation in
trading on certain stock exchanges or a material disruption in commercial
banking or securities settlement or clearance which Cavendish considers
(acting in good faith) makes it impractical or inadvisable to proceed with the
Placing or Admission.
Details of the Retail Offer
The Company values its retail Shareholder base and believes that it is
appropriate to provide the retail community resident in the United Kingdom the
opportunity to participate in the Retail Offer at the Issue Price.
The Company is therefore making the Retail Offer available in the United
Kingdom through the financial intermediaries which will be listed, subject to
certain access restrictions, on the following website:
https://www.bookbuild.live/deals/674G81/authorised-intermediaries.
(http://www.bookbuild.live/deals/674G81/authorised-intermediaries) Cavendish
will be acting as retail offer coordinator in relation to this Retail Offer
(the "Retail Offer Coordinator").
Retail shareholders can contact their broker or wealth manager
("Intermediary") to participate in the Retail Offer. In order to participate
in the Retail Offer, each intermediary must be on-boarded onto the BookBuild
Platform and agree to the final terms and the retail offer terms and
conditions, which regulate, inter alia, the conduct of the Retail Offer on
market standard terms and provide for the payment of commission to any
intermediary that elects to receive a commission and/or fee (to the extent
permitted by the FCA Handbook Rules) from the Retail Offer Coordinator (on
behalf of the Company).
Any expenses incurred by any intermediary are for its own account. Investors
should confirm separately with any intermediary whether there are any
commissions, fees or expenses that will be applied by such intermediary in
connection with any application made through that intermediary pursuant to the
Retail Offer.
The Retail Offer will be opened to eligible investors in the United Kingdom at
4.40 p.m. on 25 March 2026. The Retail Offer is expected to close at 12.00
p.m. on 31 March 2026. Investors should note that financial intermediaries may
have earlier closing times. The Retail Offer may close early if it is
oversubscribed.
To be eligible to participate in the Retail Offer, applicants must be a
customer of one of the participating intermediaries listed on the above
website, resident in the United Kingdom and aged 18 years or over.
The Company reserves the right to scale back any order at its discretion. The
Company reserves the right to reject any application for subscription under
the Retail Offer without giving any reason for such rejection.
It is vital to note that once an application for Retail Offer Shares has been
made and accepted via an intermediary, it cannot be withdrawn.
The Retail Offer is an offer to subscribe for transferable securities and has
been offered in the United Kingdom under an exception from the prohibition on
offers to the public pursuant to Schedule 1 (Part 1) of the POATR and under an
exemption from the requirement to publish a prospectus under the PRM.
As set out above, a separate announcement will shortly be made by the Company
regarding the Retail Offer and its terms.
Conditional on the Conditional Placing being completed and Second Admission
taking effect and the issue of the 2026 Convertible Loan Notes, up to
12,500,000 Retail Offer Shares will be issued pursuant to the Retail Offer at
the Issue Price to raise proceeds of up to £0.25 million (before expenses).
The Retail Offer Shares, when issued and fully paid, will rank pari passuin
all respects with the Existing Ordinary Shares (and the Placing Shares).
Details of the 2026 Convertible Loan Notes
Hargreave Hale AIM VCT plc ("Canaccord") and Maven Renovar VCT plc ("Maven"0
have each signed a non-binding term sheet for £175,000 each of 10 per cent.
convertible loan notes. The terms of the 2026 Convertible Loan Notes are that
they are repayable after 5 years and carry an interest rate of 10 per cent.
per annum which will be rolled up. The Fundraise is conditional on binding
agreements being entered into for the issue of these convertible loan notes.
The principal and rolled up interest are convertible into Ordinary Shares at
the repayment date at the noteholders option. The 2026 Convertible Loan Notes
convert into Ordinary Shares at a price of the lower of (1) 2.0p, (2) the
subscription price of the last funding round prior to a conversion event, (3)
in respect of an early redemption only, the closing bid price per Ordinary
Share on the business day immediately preceding the date of the conversion, or
(4) a 25 per cent. discount on the offer price per Ordinary Share on a change
of control. Such conversion price can never be lower than the nominal value of
the Ordinary Shares.
3. Directors, PDMR and Substantial Shareholders' intended
participation in the Fundraising
In addition to Canaccord's participation in the 2026 Convertible Loan Notes,
the following Directors, PDMR and certain substantial shareholders (as defined
in the AIM Rules) have each indicated their intentions to subscribe for, in
aggregate, 22,000,000 Placing Shares at the Issue Price, as follows:
Number of Existing Ordinary Shares Intended number of Placing Shares subscribed for Expected number of Ordinary Shares held on Expected % of Enlarged Issued Share Capital
Admission
Name
James Appleby
Non-Executive Chairman 5,830,909 3,000,000 8,830,909 6.90%
John Chessher
Non-Executive Director Nil 1,000,000 1,000,000 0.78%
Ed Riddell
Finance Director Nil 500,000 500,000 0.39%
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%
1. Assuming the Retail Offer is subscribed for in full.
4. EIS/VCT Schemes
Although the Directors believe that the Placing Shares to be issued pursuant
to the Placing will be 'eligible shares' and will be capable of being a
qualifying holding for the purposes of investment by VCTs and will also
satisfy the conditions of section 173 of ITA for the purposes of the EIS and
the Directors are not aware of any subsequent change in the qualifying
conditions or the Company's circumstances that would prevent the Placing
Shares from being eligible for EIS and VCT investments on this occasion, none
of the Directors, the Company, Cavendish, any of their respective directors,
officers, employees, affiliates or advisers give any warranty or undertaking
or other assurance that relief will be available in respect of any investment
in the Placing Shares, nor do they warrant or undertake or otherwise give any
assurance that the Company will conduct its activities in a way that qualifies
for or preserves its status.
5. Admission, Settlement, Dealings and Total Voting Rights
The New Ordinary Shares will, when issued, be credited as fully paid up 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 on or in respect of the Ordinary Shares after the date of issue
of the New Ordinary Shares, and will on issue be free of all claims, liens,
charges, encumbrances and equities.
Application will be made to the London Stock Exchange 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 or such later time and/or date as
Cavendish and the Company may agree.
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 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).
6. General Meeting
A notice convening a general meeting of the Company to be held at the offices
of the Company at C/O Ampa Holdings LLP, Level 19, The Shard, 32 London Bridge
Street, London, United Kingdom, SE1 9SG at 11.00 a.m. on 13 April 2026 will be
included in the Circular.
The Notice of General Meeting will set out the proposed Resolutions upon which
Shareholders will be asked to vote. The Resolutions are an ordinary resolution
to issue and allot, as applicable, the Conditional Placing Shares, the Fee
Shares, the Retail Offer Shares and the 2026 Convertible Loan Notes and a
special resolution to disapply pre-emption rights for the issue of the
Conditional Placing Shares, the Fee Shares, the Retail Offer Shares and the
2026 Convertible Loan Notes. The ordinary resolutions will require a majority
of those Shareholders present in person or by proxy and the special resolution
will require a majority of 75 per cent. of those Shareholders voting to vote
in favour in order to be passed.
DEFINITIONS
The following definitions apply throughout this document and the accompanying
Form of Proxy, unless the context requires otherwise or unless it is otherwise
specifically provided:
"2026 Convertible Loan Notes" the 10 per cent. convertible loan
notes to be issued to each of 2026 CLN Holders
"2026 CLN Holders" Hargreave Hale
AIM VCT plc and Maven Renovar VCT plc
"Admission"
the First Admission and/or the Second Admission, as the case may be
"AIM"
the market of that name operated by the London Stock Exchange
"AIM
Rules" the
AIM Rules for Companies published by the London Stock Exchange from time to
time
"Announcement" the
announcement of the Transaction made by the Company on 25 March 2026
"Articles"
the articles of association of the Company
"Bookbuild Platform" the online capital
markets platform developed by BB Technology Limited, a company registered in
England and Wales with company number 13508012 and whose registered office is
at Kinetic Business Centre, Theobald Street, Elstree, Hertfordshire, England,
WD6 4PJ
"certificated" or
"in certificated form"
an Existing Ordinary Share recorded on the Company's share register as being
held in certificated form (namely, not in CREST)
"Circular" or "document" s circular, containing
details of the Transaction and Notice of General Meeting
"Company" or "Rosslyn" Rosslyn Data Technologies
plc, a company incorporated in England
and Wales under the Companies Act 2006 with registered number 08882249 and
having its registered office at C/O Ampa Holdings LLP, Level 19, The Shard, 32
London Bridge Street, London, United Kingdom, SE1 9SG
"Conditional Placing" the placing of the
Conditional Placing Shares
"Conditional Placing Shares" the new Ordinary
Shares to be issued and allotted pursuant to the
Conditional Placing
"CREST" or "CREST system" the relevant system (as defined in the
CREST Regulations) in respect
of which Euroclear is the operator (as defined in those regulations)
"CREST Regulations" the Uncertificated
Securities Regulations 2001 (SI2001/3755)
"Directors" or "Board" the directors of
the Company or any duly authorised committee
thereof
"EIS"
Enterprise Investment Scheme
"Enlarged Issued Share Capital" the issued ordinary share capital of the
Company immediately
following Second Admission
"Euroclear"
Euroclear UK & International Limited, the operator of CREST
"Existing Ordinary Shares" the 73,987,425 Ordinary
Shares in issue prior to the Fundraising
"FCA"
the Financial Conduct Authority
"Fee Shares"
the 5,114,164 new Ordinary Shares to be issued and allotted to a financial
adviser in lieu of fees owed
"Firm Placing" the
placing of the Firm Placing Shares
"Firm Placing Shares" the new Ordinary
Shares to be issued and allotted pursuant to the
Firm Placing
"First Admission" the
admission of the Firm Placing Shares to trading on AIM becoming effective
in accordance with Rule 6 of the AIM Rules
"Form of Proxy" the form
of proxy for use by Shareholders in connection with the
General Meeting which accompanies this document
"FSMA"
the Financial Services and Markets Act 2000, as amended
"Fundraise" or "Fundraising" the Firm Placing, Conditional
Placing, issue of the 2026 Convertible
Loan Notes and Retail Offer
"FY
2025"
the financial year ended 30 April 2025
"General Meeting" the
general meeting of the Company convened for 11.00 a.m. on 13 April 2026 (or
any adjournment thereof) notice of which is set out at the end of this
document
"Group"
Rosslyn Data Technologies plc and its subsidiary undertakings
"ISIN"
International Securities Identification Number
"Issue
Price" 2.0
pence per New Ordinary Share
"London Stock Exchange" London Stock Exchange plc
"Long Stop Date" 28 April
2026
"New Ordinary Shares" the Placing Shares,
the Retail Offer Shares and the Fee Shares
"Nominated Adviser" or
"Cavendish"
Cavendish Capital Markets Limited, the Company's nominated adviser and sole
broker
"Notice of General Meeting" the notice convening the
General Meeting set out at the end of this
document
"Ordinary Shares" ordinary
shares of 0.1 pence each in the capital of the Company
"Placing"
the conditional placing of Placing Shares by Cavendish on behalf of the
Company at the Issue Price pursuant to the Placing Agreement
"Placing Agreement" the agreement
dated 25 March 2026 between the Company and
Cavendish relating to the Firm Placing and the Conditional Placing
"Placing Shares" the Firm
Placing Shares and the Conditional Placing Shares
"POATR"
the Public Offers and Admissions to Trading Regulations 2024
"PRM"
Prospectus Rules: Admission to Trading on a Regulated Market sourcebook
"Registrar"
MUFG Corporate Markets, Central Square, 29 Wellington Street, Leeds LS1 4DL
"Regulatory Information Service" or "RIS"
a service approved by the FCA for the distribution to the public of regulatory
announcements and included within the list maintained on the FCA's website,
http://www.fca.org.uk/ (http://www.fca.org.uk/)
"Resolutions"
the resolutions proposed at the General Meeting as set out in the Notice of
General Meeting
"Retail Offer"
the proposed conditional offer of Retail Offer Shares to retail investors in
the United Kingdom through intermediaries on the Bookbuild Platform pursuant
to the Retail Offer Intermediaries Agreements and the Retail Offer documents
"Retail Offer Intermediaries Agreements"
the agreements between the Company and the intermediaries in relation to the
Retail Offer which set out the terms and conditions upon which each
intermediary agrees to make the Retail Offer available to retail investors in
the United Kingdom to subscribe for Retail Offer Shares
"Retail Offer Shares" the up to
12,500,000 new Ordinary Shares to be issued pursuant to
the Retail Offer
"Second Admission" the admission of
the Conditional Placing Shares, the Fee Shares and the Retail Offer Shares to
trading on AIM becoming effective in accordance with Rule 6 of the AIM Rules
"Securities Act" the
United States Securities Act of 1933, as amended
"Shareholders" the
holders of Ordinary Shares (as the context requires) at the relevant time
"Transaction"
the Fundraising and issue of the Fee Shares
"uncertificated" or
"in uncertificated form"
recorded on the relevant register of Ordinary Shares as being held in
uncertificated form in CREST and title to which, by virtue of the CREST
Regulations, may be transferred by means of CREST
"United Kingdom" or "UK" the United Kingdom of Great
Britain and Northern Ireland
"United States" or "UK" or "USA" the United States of America, its territories
and possessions, any state of the United States of America and the District of
Columbia and any other area subject to its jurisdiction
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
Further information on the Company can be found on its website at:
https://rosslyn.ai/investors (https://rosslyn.ai/investors)
This announcement should be read in its entirety. In particular, the
information in the "Key Investment Risks" and "Important Notices" sections of
the announcement should be read and understood.
Important Notices
This is a financial promotion and is not intended to be investment advice. The
content of this announcement, which has been prepared by and is the sole
responsibility of the Company, has been approved by Cavendish Capital Markets
Limited, which is authorised and regulated by the Financial Conduct Authority,
solely for the purposes of section 21(2)(b) of the Financial Services and
Markets Act 2000 (as amended).
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.
Cavendish Capital Markets Limited is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively 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 Retail
Offer 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 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. Each
of the Company and Cavendish Capital Markets Limited expressly disclaims 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 Cavendish Capital Markets Limited
or any of its respective 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. Each of Cavendish Capital Markets Limited and its
respective affiliates, accordingly disclaims all and any liability whether
arising in tort, contract or otherwise which it 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.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK MiFIR Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK MiFIR Product Governance
Requirements) may otherwise have with respect thereto, the Retail Offer Shares
have been subject to a product approval process, which has determined that the
Retail Offer 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 paragraphs 3.5 and 3.6 of COBS;
and (ii) eligible for distribution through all permitted distribution channels
(the "Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors should note that: the price of the Retail Offer
Shares may decline and investors could lose all or part of their investment;
the Retail Offer Shares offer no guaranteed income and no capital protection;
and an investment in the Retail Offer 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 Retail Offer.
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 COBS; 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 Retail Offer Shares. Each distributor is
responsible for undertaking its own target market assessment in respect of the
Retail Offer Shares and determining appropriate distribution channels.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Retail Offer Shares
have been subject to a product approval process, which has determined that the
Retail Offer 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 MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "EU Target Market Assessment"). Notwithstanding the EU Target Market
Assessment, distributors should note that: the price of the Retail Offer
Shares may decline and investors could lose all or part of their investment;
the Retail Offer Shares offer no guaranteed income and no capital protection;
and an investment in the Retail Offer 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 EU Target Market Assessment is without prejudice to the requirements of
any contractual, legal or regulatory selling restrictions in relation to the
Retail Offer.
For the avoidance of doubt, the EU Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; 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 Retail Offer Shares. Each distributor is responsible for
undertaking its own target market assessment in respect of the Retail Offer
Shares and determining appropriate distribution channels.
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. END IOEJAMRTMTMTBRF
Copyright 2019 Regulatory News Service, all rights reservedRecent news on Rosslyn Data Technologies
See all newsREG - Rosslyn Data Tech. - Result of Placing and Posting of Circular
AnnouncementREG - Rosslyn Data Tech. - Proposed Fundraising
AnnouncementREG - Rosslyn Data Tech. - Retail Offer
AnnouncementREG - Rosslyn Data Tech. - Interim Results
AnnouncementREG - Rosslyn Data Tech. - Holding(s) in Company
Announcement