REG - SDI Group PLC - Secondary Placing, Exercise of Options & TVR

SDIAnnouncement

14/01/2022 13:30

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RNS Number : 5240Y  SDI Group PLC  14 January 2022

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO
DO SO.

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR
ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES IN SDI GROUP PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER
THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR
BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF SDI
GROUP PLC. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"), AND IS
DISCLOSED IN ACCORDANCE WITH THE COMPANY'S OBLIGATIONS UNDER ARTICLE 17 OF
MAR. IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT
OF CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT
CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY MAR.
UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE
TO BE IN POSSESSION OF INSIDE INFORMATION.

 

SDI Group plc

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

Exercise of Options and Total Voting Rights and

Proposed Secondary Placing of 1,260,000 Ordinary Shares in the Company

 

SDI Group plc, the AIM quoted group focused on the design and manufacture of
scientific and technology products for use in digital imaging and sensing and
control applications, announces that it has been informed by the Directors of
the Company of their intention to sell, in aggregate, 1,260,000 ordinary
shares of 1 pence each ("Ordinary Shares") in the capital of Company (the
"Placing Shares") at a price of 195 pence per Placing Share (the "Placing").

Each of Ken Ford (Chairman), Mike Creedon (CEO), Jon Abell (CFO), David
Tilston (Non-Executive Director) and Isabel Napper (Non-Executive Director)
(together, the "Selling Shareholders") intend to participate in the Placing.

Exercise of Options

The Company also announces that it has issued and allotted a total of
1,889,129 new Ordinary Shares following the exercise of options by all of the
directors (as named above). A number of these new Ordinary Shares will be sold
in the Placing by certain directors of the Company to satisfy tax obligations.

Further information with regards to the exercise of options and Placing Shares
can be found in the table below.

Admission and Total Voting Rights

Application has been made to the London Stock Exchange for the 1,889,129 new
Ordinary Shares to be admitted to trading on AIM ("Admission") and it is
expected that Admission will become effective and trading will commence at
8.00 a.m. on 20 January 2022.

After Admission, the total number of Ordinary Shares in issue will be
102,047,293 and the total number of voting rights will therefore be
102,047,293. 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 Guidance and Transparency Rules.

Placing Further Information

finnCap Ltd ("finnCap") is acting as sole bookrunner ("Bookrunner") in
relation to the Placing.

The sale of the Placing Shares will be effected by way of an accelerated
bookbuild to institutional investors which will be launched immediately
following this announcement (the "Bookbuild"). A further announcement will be
made following completion of the Bookbuild.

The timing for the close of the Bookbuild and the distribution of allocations
will be at the absolute discretion of finnCap. The Selling Shareholders have
entered into a secondary placing agreement with finnCap to act as Bookrunner.

The Placing Shares represent in aggregate 1.23 per cent. of the enlarged
issued share capital of the Company following Admission. Details of the
numbers of Placing Shares to be disposed of by the Selling Shareholders are as
follows:

                                                                                                                                   Resultant holding assuming all Placing Shares sold and following Admission

 Director       Current shareholding  Current number of options held  Number of options exercised  Total number of Placing Shares  Ordinary Shares      %                    Options over Ordinary Shares  %
 Ken Ford       1,000,000             391,052                         215,217                      200,000                         1,015,217            0.99%                175,835                       0.17%
 Mike Creedon   442,452               1,365,147                       652,173                      320,000                         774,625              0.76%                712,974                       0.70%
 Jon Abell      100,000               1,167,603                       521,739                      250,000                         371,739              0.36%                645,864                       0.63%
 David Tilston  90,000                250,000                         250,000                      240,000                         100,000              0.10%                0                             0.00%
 Isabel Napper  65,000                250,000                         250,000                      250,000                         65,000               0.06%                0                             0.00%

 

 

 

Enquiries

SDI Group
plc
01223 320480

Ken Ford, Chairman

Mike Creedon, CEO

Jon Abell, CFO

www.thesdigroup.net (http://www.scientificdigitalimaging.com)

 

finnCap
Ltd
020 7220 0500

Ed Frisby/Kate Bannatyne/Milesh Hindocha - Corporate Finance

Andrew Burdis/Sunila de Silva - ECM

 

 

About SDI Group plc:

SDI designs and manufactures scientific and technology products for use in
digital imaging and sensing and control applications including life sciences,
healthcare, astronomy, manufacturing, precision optics and art conservation.
SDI operates through its company divisions: Atik Cameras, Synoptics,
Graticules Optics, Sentek, Astles Control Systems, Applied Thermal Control,
MPB Industries, Chell Instruments, Monmouth Scientific, Uniform Engineering
and Scientific Vacuum Systems.

SDI continues to grow by developing its own technology advancements and by
improving its global sales channels, as well as through pursuing strategic,
complementary acquisitions. www.thesdigroup.net (http://www.thesdigroup.net)
 

 

Important Notice:

MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.
THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT RELATES ARE ONLY
ADDRESSED TO AND DIRECTED AT (1) IN THE UNITED KINGDOM OR ANY MEMBER STATE OF
THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE
MEANING OF ARTICLE 2(e) OF EU REGULATION (EU) 2017/1129 AND ANY RELEVANT
IMPLEMENTING MEASURES (THE "PROSPECTUS REGULATION"); AND (2) IN THE UNITED
KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER");
OR (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER OR (III) ARE PERSONS
TO WHOM AN OFFER OF THE PLACING SHARES MAY OTHERWISE LAWFULLY BE MADE (ALL
SUCH PERSONS REFERRED TO IN (1) AND, (2) TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS"). THE INFORMATION REGARDING THE PLACING SET OUT IN THIS
ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT
PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT
RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH
RELEVANT PERSONS.

This announcement and the information contained herein is for information
purposes only and does not constitute or form part of any offer or an
invitation to acquire or dispose of securities in the United States, Canada,
Australia, South Africa or Japan or in any jurisdiction in which such an offer
or invitation is unlawful.

The Placing Shares have not been, and will not be, registered under the US
Securities Act of 1933, as amended (the "Securities Act"), or under the
securities laws of any State or other jurisdiction of the United States, and,
absent registration, may not be offered or sold in the United States (as
defined in Regulation S under the Securities Act) except pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and the securities laws of any relevant
State or other jurisdiction of the United States. There will be no public
offering of the Placing Shares in the United States or elsewhere.

The Placing Shares have not been approved or disapproved by the US Securities
and Exchange Commission, any state securities commission or other regulatory
authority in the United States, nor have any of the foregoing authorities
passed upon or endorsed the merits of the Placing or the accuracy or adequacy
of this announcement. Any representation to the contrary is a criminal offence
in the United States.

No prospectus, admission document or offering document has been or will be
prepared in connection with the Placing. Any investment decision to buy
securities in the Placing must be made solely on the basis of publicly
available information. Such information is not the responsibility of and has
not been independently verified by the Selling Shareholders, finnCap or any of
their respective affiliates.

Neither this announcement nor any copy of it may be taken, transmitted or
distributed, directly or indirectly, in or into or from the United States
(including its territories and possessions, any State of the United States and
the District of Columbia), Australia, Canada, the Republic of South Africa or
Japan. Any failure to comply with this restriction may constitute a violation
of US, Australian, Canadian, South African or Japanese securities laws.

The distribution of this announcement and the offering or sale of the Placing
Shares in certain jurisdictions may be restricted by law. No action has been
taken by the Selling Shareholders, finnCap or any of their respective
affiliates that would, or which is intended to, permit a public offer of the
Placing Shares in any jurisdiction, or possession or distribution of this
announcement or any other offering or publicity material relating to the
Placing Shares, in any jurisdiction where action for that purpose is required.
Persons into whose possession this announcement comes are required by the
Selling Shareholders and finnCap to inform themselves about and to observe any
applicable restrictions.

No reliance may be placed, for any purposes whatsoever, on the information
contained in this announcement or on its completeness and this announcement
should not be considered a recommendation by the Company, the Selling
Shareholders, finnCap or any of their respective affiliates in relation to any
purchase of or subscription for securities of the Company. No representation
or warranty, express or implied, is given by or on behalf of the Company, the
Selling Shareholders, finnCap or any of their respective directors, partners,
officers, employees, advisers or any other persons as to the accuracy,
fairness or sufficiency of the information or opinions contained in this
announcement and none of the information contained in this announcement has
been independently verified.  Save in the case of fraud, no liability is
accepted for any errors, omissions or inaccuracies in such information or
opinions.

finnCap, which is authorised and regulated by the Financial Conduct Authority
in the United Kingdom, is acting only for the Selling Shareholders in
connection with the Placing and will not be responsible to anyone other than
the Selling Shareholders for providing the protections offered to the clients
of finnCap, nor for providing advice in relation to the Placing or any matters
referred to in this announcement, and apart from the responsibilities and
liabilities (if any) imposed on finnCap by the Financial Services and Markets
Act 2000, any liability therefore is expressly disclaimed. Any other person in
receipt of this announcement should seek their own independent legal,
investment and tax advice as they see fit.

References to time in this announcement are to London time, unless otherwise
stated. All times and dates in this announcement may be subject to amendment.

Certain statements in this announcement are, or may be deemed to be,
forward-looking statements. By their nature, forward-looking statements
involve a number of risks, uncertainties and assumptions that could cause
actual results or events to differ materially from those expressed or implied
by the forward-looking statements. These risks, uncertainties and assumptions
could adversely affect the outcome and financial consequences of the plans and
events described herein. No one undertakes any obligation to publicly update
or revise any forward-looking statement, whether as a result of new
information, future events or otherwise. Readers should not place any undue
reliance on forward-looking statements which speak only as of the date of this
announcement. Statements contained in this announcement regarding past trends
or events should not be taken as representation that such trends or events
will continue in the future.

Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
announcement.

Information to Distributors

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 Placing Shares have
been subject to a product approval process, which has determined that the
Placing Shares are: (i) compatible with an end target market of (a) retail
investors, (b) investors who meet the criteria of professional clients and (c)
eligible counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an investment
in the Placing 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 the requirements of any contractual, legal
or regulatory selling restrictions in relation to the Placing.  Furthermore,
it is noted that, notwithstanding the Target Market Assessment, finnCap will
only procure investors who meet the criteria of professional clients and
eligible counterparties.

For the avoidance of doubt, the 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
Placing Shares.

Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.

 

 

 

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