REG - Sareum Holdings PLC - Completion of Equity Fundraise
04/04/2024 14:45
For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240404:nRSD3788Ja&default-theme=true
RNS Number : 3788J Sareum Holdings PLC 04 April 2024
4 April 2024
Sareum Holdings plc
("Sareum" or the "Company")
Completion of Equity Fundraise
Admission and Total Voting Rights
Sareum Holdings plc is pleased to announce that, further to its announcements
of 28 March 2024 and 2 April 2024, the Placing, Subscription, Director
Subscription and WRAP Retail Offer will complete today, raising gross proceeds
of £2.29m through the issue of, in aggregate, 22,889,733 new Ordinary Shares
at the Placing Price of 10 pence per new Ordinary Share (the "Fundraising
Shares").
Placing, Subscription and Director Subscription
Further to its announcement on 28 March 2024, the Company has raised gross
proceeds of £1.17m through the issue of a total of 11,700,000 Fundraising
Shares at the Placing Price, comprising 9,550,000 Placing Shares pursuant to
the Placing by Hybridan LLP, 2,055,000 Subscription Shares pursuant to the
Subscription by certain high net worth individuals and 195,000 new Ordinary
Shares pursuant to the Director Subscription (of which 100,000 new Ordinary
Shares were settled via the WRAP Retail Offer in respect of Dr Stephen
Parker's subscription and 95,000 new Ordinary Shares are being issued via a
direct subscription with the Company).
Enlarged WRAP Retail Offer
Further to its announcement on 2 April 2024, the Company is also pleased to
confirm the completion of the significantly oversubscribed WRAP Retail Offer,
which closed at 12:00 BST on 2 April 2024, raising gross proceeds of £1.12m
through the issue of a total of 11,189,733 Fundraising Shares at the Placing
Price.
Adviser Fees Shares and Director Salary Deferral
In addition to the Fundraising Shares, as announced on 28 March 2024, the
Company will also today issue 576,698 Salary Conversion Shares in lieu of
amounts owed to certain Directors from historically deferred salaries and
450,000 Adviser Fee Shares to certain advisers to settle amounts due in
respect of professional fees.
Admission and Total Voting Rights
The Company has applied for a total of 23,916,431 new Ordinary Shares to be
admitted to trading on AIM at 8:00 a.m. on 5 April 2024 ("Admission") pursuant
to the Fundraising Shares, the Salary Conversion Shares and the Adviser Fee
Shares ("New Ordinary Shares").
The New Ordinary Shares will, when issued, be credited as fully paid and will
rank pari passu in all respects with the existing Ordinary Shares of the
Company, including the right to receive all dividends or other distributions
made, paid or declared in respect of such shares after Admission.
Following Admission, the total number of Ordinary Shares in issue will be
95,678,309 and the total number of voting rights will therefore be 95,678,309,
and this figure may be used by shareholders 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 and Transparency Rules.
Capitalised terms used in this announcement shall, unless defined in this
announcement or unless the context provides otherwise, bear the same meaning
ascribed to such terms in the announcements made by the Company at 07:00 a.m.
on 28 March 2024.
For Further Information:
Sareum Holdings plc 01223 497700
Tim Mitchell, CEO ir@sareum.co.uk
Lauren Williams, Head of Investor Relations
Strand Hanson Limited (Nominated Adviser) 020 7409 3494
James Dance / James Bellman
Hybridan LLP (Joint Corporate Broker and Sole Broker to the Placing) 020 3764 2341
Claire Noyce
Consilium Strategic Communications (Financial PR) 0203 709 5700
Jessica Hodgson / Davide Salvi / Kumail Waljee
Further information on the Company can be found on its website at
https://sareum.com/.
The Company's LEI is 213800PKERN2DY8FFM72.
This announcement should be read in its entirety. In particular, the
information in the "Important Notices" section of the announcement should be
read and understood.
The notification below is made in accordance with the requirements of the EU's
Market Abuse Regulation:
PDMR Notification Form:
The below form is disclosed in accordance with the requirements of the EU's
Market Abuse Regulation and in relation to certain dealings by directors
pursuant to the Director Subscription and issue of Salary Conversion Shares:
1. Details of the person discharging managerial responsibilities/person closely
associated
a) Name: Tim Mitchell
2. Reason for the notification
a) Position/status: Chief Executive Officer
b) Initial notification/Amendment: Initial notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name: Sareum Holdings plc
b) LEI: 213800PKERN2DY8FFM72
4. Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument: Ordinary shares of 0.0125 pence each in the share capital of Sareum Holdings
plc
b) Identification code:
GB00B02RFS12
Nature of the transaction: 1. Purchase of shares
2. Conversion of debt into ordinary shares
c) Price(s) and volume(s):
Price(s) Volume(s)
1. 10p 50,000
2. 10p 221,359
d) Aggregated information:
· Aggregated volume: 271,359
· Price: 10 pence per ordinary share
e) Date of the transaction: 28 March 2024
f) Place of the transaction: Outside a trading venue
d)
Aggregated information:
· Aggregated volume:
· Price:
271,359
10 pence per ordinary share
e)
Date of the transaction:
28 March 2024
f)
Place of the transaction:
Outside a trading venue
1. Details of the person discharging managerial responsibilities/person closely
associated
a) Name: Stephen Parker
2. Reason for the notification
a) Position/status: Non-Executive Chairman
b) Initial notification/Amendment: Initial notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name: Sareum Holdings plc
b) LEI: 213800PKERN2DY8FFM72
4. Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument: Ordinary shares of 0.0125 pence each in the share capital of Sareum Holdings
plc
b) Identification code:
GB00B02RFS12
Nature of the transaction: 1. Purchase of shares
2. Conversion of debt into ordinary shares
c) Price(s) and volume(s):
Price(s) Volume(s)
1. 10p 100,000
2. 10p 104,854
d) Aggregated information:
· Aggregated volume: 204,854
· Price: 10 pence per ordinary share
e) Date of the transaction: 28 March 2024
f) Place of the transaction: Outside a trading venue
d)
Aggregated information:
· Aggregated volume:
· Price:
204,854
10 pence per ordinary share
e)
Date of the transaction:
28 March 2024
f)
Place of the transaction:
Outside a trading venue
1. Details of the person discharging managerial responsibilities/person closely
associated
a) Name: Clive Birch
2. Reason for the notification
a) Position/status: Non-Executive Director
b) Initial notification/Amendment: Initial notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name: Sareum Holdings plc
b) LEI: 213800PKERN2DY8FFM72
4. Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument: Ordinary shares of 0.0125 pence each in the share capital of Sareum Holdings
plc
b) Identification code:
GB00B02RFS12
Nature of the transaction: 1. Purchase of shares
2. Conversion of debt into ordinary shares
c) Price(s) and volume(s):
Price(s) Volume(s)
1. 10p 45,000
2. 10p 29,126
d) Aggregated information:
· Aggregated volume: 74,126
· Price: 10 pence per ordinary share
e) Date of the transaction: 28 March 2024
f) Place of the transaction: Outside a trading venue
d)
Aggregated information:
· Aggregated volume:
· Price:
74,126
10 pence per ordinary share
e)
Date of the transaction:
28 March 2024
f)
Place of the transaction:
Outside a trading venue
1. Details of the person discharging managerial responsibilities/person closely
associated
a) Name: John Reader
2. Reason for the notification
a) Position/status: Chief Scientific Officer
b) Initial notification/Amendment: Initial notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name: Sareum Holdings plc
b) LEI: 213800PKERN2DY8FFM72
4. Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument: Ordinary shares of 0.0125 pence each in the share capital of Sareum Holdings
plc
b) Identification code:
GB00B02RFS12
Nature of the transaction: Conversion of debt into ordinary shares
c) Price(s) and volume(s):
Price(s) Volume(s)
10p 221,359
d) Aggregated information:
· Aggregated volume: N/A Single Transaction
· Price:
e) Date of the transaction: 28 March 2024
f) Place of the transaction: Outside a trading venue
d)
Aggregated information:
· Aggregated volume:
· Price:
N/A Single Transaction
e)
Date of the transaction:
28 March 2024
f)
Place of the transaction:
Outside a trading venue
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, New Zealand, 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 WRAP 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. No public
offering of the WRAP Retail Offer Shares is being made in the United States.
The WRAP 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 ("Regulation S") to non-US persons
(within the meaning of Regulation S). 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 WRAP 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.
This announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America. This announcement is
not an offer of securities for sale into the United States. The securities
referred to herein have not been and will not be registered under the US
Securities Act, and may not be offered or sold in the United States, except
pursuant to an applicable exemption from registration. No public offering of
securities is being made in the United States.
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.
WRAP is a proprietary technology platform owned and operated by Winterflood
Securities Ltd (registered address at Riverbank House, 2 Swan Lane, London
EC4R 3GA; FRN 141455). Winterflood Securities Ltd ("Winterflood") 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 WRAP 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 WRAP 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 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 Winterflood 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 Winterflood 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. Winterflood 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 WRAP Retail Offer Shares to be issued or sold pursuant to the WRAP Retail
Offer will not be admitted to trading on any stock exchange other than the
London Stock Exchange.
It is further noted that the WRAP Retail Offer is only open to investors in
the United Kingdom who fall within Article 43 of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (which includes
an existing member of the Company).
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 DSHUSOORSOUSRARRecent news on Sareum Holdings
See all newsREG - AIM - AIM Notice - 26/04/2024
AnnouncementREG - AIM - AIM Notice - 24/04/2024
AnnouncementREG - Sareum Holdings PLC - Final Issue of RiverFort Subscription Shares
AnnouncementREG - Sareum Holdings PLC - Issue of RiverFort Subscription Shares
AnnouncementREG - Sareum Holdings PLC - Issue of RiverFort Subscription Shares
Announcement