REG - SEEEN PLC - Fundraise and other matters
07/12/2022 18:30
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RNS Number : 9795I SEEEN PLC 07 December 2022
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7 December 2022
SEEEN plc
("SEEEN", the "Group" or the "Company")
Placing to raise approximately £2.6 million
Open Offer to raise up to approximately £0.5 million
Capital Reorganisation
Related party transactions
and
Notice of General Meeting
SEEEN plc (AIM: SEEEN), the media and technology platform that delivers Key
Video Moments to drive increased views and revenues across video content, is
pleased to announce a Fundraising to raise a total of up to approximately
£3.1 million, comprising a conditional Placing to raise approximately £2.6
million and a conditional Open Offer to Qualifying Shareholders to raise up to
approximately £0.5 million, both at an Issue Price of 6p per New Ordinary
Share. In addition, the Joint Brokers are able to raise up to £0.5 million at
the Issue Price through the Broker Option. Dowgate Capital and Allenby Capital
are acting as Joint Brokers in connection with the Placing, which includes
existing institutional and other investors. The Issue Price represents a
discount of 14.3 per cent. to the closing mid-market price of 7p per ordinary
share on 7 December 2022.
The net proceeds of the Fundraising are intended to be used by the Group
primarily to bolster the sales and marketing team and invest into technology
development projects to support its planned next stage of growth.
Open Offer
The Company has conditionally raised approximately £2.6 million (before
expenses) by way of the Placing of a total of 42,864,052 Placing Shares at the
Issue Price. In addition to the Placing, the Company intends to raise up to
approximately £0.5 million (before expenses) by offering Qualifying
Shareholders the opportunity (subject to satisfaction of the Conditions) to
subscribe for up to 8,326,312 New Ordinary Shares via an Open Offer, at the
Issue Price, on the basis of:
One Open Offer Share for every six Existing Ordinary Shares,
then held by the Shareholder on 6 December 2022, being the Record Date.
Director and connected party participation in the Placing
The Company's Chief Executive, Adrian Hargrave, has agreed to conditionally
subscribe for 583,333 Placing Shares in the Placing, which represents an
amount of approximately £35,000 at the Issue Price.
The Company's Chairman, Dr Patrick DeSouza, is a director of Water
Intelligence and Dr DeSouza is interested in 25.07 per cent. of Water
Intelligence's issued share capital. Water Intelligence has agreed to
conditionally subscribe for 2,083,333 Placing Shares in the Placing, which
represents an amount of approximately £125,000 at the Issue Price.
Related party transactions
As Gresham House currently holds approximately 13.34 per cent. of the Existing
Ordinary Shares, Gresham House is a related party of the Company pursuant to
the AIM Rules. Gresham House has agreed to conditionally subscribe for
21,133,503 Placing Shares in the Placing.
In connection with its participation in the Placing, pursuant to an agreement
between Gresham House and the Company, it has been agreed that, for as long as
Gresham House is the registered holder of a minimum of 10 per cent. of the
Company's ordinary shares in issue from time to time, Gresham House shall be
entitled to appoint one director to the Company's Board as a nominee director
(the "Gresham House Nominee Director") (the "Gresham House Director Nomination
Agreement"). Pursuant to the Gresham House Director Nomination Agreement, it
has been agreed, inter alia, that: (i) the appointment of the Gresham House
Nominee Director is to be remunerated at a rate of £40,000 per annum and
reimbursed for expenses that are appropriate and at a rate considered standard
for this role; (ii) the Gresham House Nominee Director shall (on request) be
entitled to be appointed to all committees of the Company's board and shall be
granted rights of access to information generally (iii) upon their
appointment, the Company shall enter into a deed to indemnify the Gresham
House Nominee Director in respect of any liabilities of such director which
arise out of or in connection with his or her appointment by the Company; and
(iv) that the Company shall ensure that the Gresham House Nominee Director is
included in the directors' liability insurance cover taken out by the Company
for its Directors and in any other professional liability cover provided by
the Company for the benefit of any of its Directors from time to time.
Gresham House's participation in the Placing and the Gresham House Director
Nomination Agreement constitute related party transactions for the purposes of
Rule 13 of the AIM Rules. On Admission, and assuming that no New Ordinary
Shares are issued pursuant to the Open Offer, Gresham House will hold
27,800,169 New Ordinary Shares, representing 29.95 per cent. of the Enlarged
Share Capital.
SEEEN's Chief Executive, Adrian Hargrave, is a related party of the Company
pursuant to the AIM Rules and his participation in the Placing, as described
above, therefore constitutes a related party transaction for the purposes of
Rule 13 of the AIM Rules.
As described above, Dr Patrick DeSouza (who is interested in approximately
10.86 per cent. of the Existing Ordinary Shares), has an interest in 25.07 per
cent. of Water Intelligence's issued share capital and Water Intelligence is
therefore a related party of the Company pursuant to the AIM Rules. Water
Intelligence's participation in the Placing, as described above, therefore
constitutes a related party transaction for the purposes of Rule 13 of the AIM
Rules.
The Independent Directors consider, having consulted with the Company's
nominated adviser, Allenby Capital, that the terms of the participation in the
Placing by Adrian Hargrave, Water Intelligence and Gresham House (including
the Gresham House Director Nomination Agreement) are fair and reasonable
insofar as the Company's shareholders are concerned.
Broker Option
In order to deal with potential additional demand for New Ordinary Shares
under the Fundraising, the Company has granted the Broker Option to Dowgate
Capital and Allenby Capital to enable them to fulfil any additional requests
for up to £0.5 million of Fundraising Shares to participate in the Placing
received during the Broker Option Period. The Broker Option is exercisable by
Dowgate Capital and Allenby Capital any number of times during that period in
their absolute discretion, and there is no obligation on either Dowgate
Capital or Allenby Capital to exercise the Broker Option or to seek to procure
subscribers for any Broker Option Shares pursuant to the Broker Option. Any
Broker Option Shares issued pursuant to the exercise of the Broker Option will
be issued on the same terms and conditions as the Placing Shares, and will, if
the Broker Option is exercised in full, represent up to 14.0 per cent. of the
total number of Fundraising Shares. The Placing, Open Offer and Broker Option
combined will, if all the Open Offer Shares are subscribed for and the Broker
Option is exercised in full, result in the issue, in aggregate, of 59,523,697
New Ordinary Shares, representing approximately 54.4 per cent. of the Enlarged
Share Capital.
Capital Reorganisation
In order to effect the Fundraising, the Company also announces a Capital
Reorganisation to reduce the nominal value of the Company's Existing Ordinary
Shares. Following completion of the Capital Reorganisation, the nominal value
of each New Ordinary Share will be 0.1 p.
The Fundraising is conditional, amongst other things, upon: (a) completion of
the Capital Reorganisation; (b) passing of the Fundraising Resolutions to be
put to the Existing Shareholders at the General Meeting to be held on 23
December 2022; (c) the Placing becoming unconditional in all respects; and (d)
Admission becoming effective by 8.00 a.m. on or around 30 December 2022 (or
such later time and date not being later than 8.00 a.m. on 16 January 2023 as
the Company, Allenby Capital and Dowgate Capital may agree).
Further details of the Fundraising, the background to and reasons for the
Fundraising, the use of proceeds and impact of the Fundraising, the Capital
Reorganisation, the General Meeting and other matters can be found in the
Circular and in Appendix I to this announcement below.
Circular
A Circular containing a Notice of General Meeting will be posted to
shareholders shortly and will be made available on the Company's website at:
www.seeen.com (http://www.seeen.com)
The above summary should be read in conjunction with the full text of this
announcement and the Circular, extracts from which are set out in the
Appendices below. Persons who have chosen to participate in the Placing
and/or Open Offer will be deemed to have read and understood this announcement
in its entirety (including the Appendices), and any person participating in
the Open Offer will be deemed to be participating on the terms and subject to
the conditions contained in the Circular. All capitalised terms used
throughout this announcement shall have the meanings given to such terms in
the Definitions section in Appendix II to this announcement and as defined in
the Circular. References to paragraphs below refer to the relevant
paragraphs of the Circular and references to 'this document' refer to the
Circular. References to numbered 'Parts' below refer to the relevant parts of
the Circular.
For the purposes of UK MAR this announcement is being made on behalf of the
Company by Adrian Hargrave.
For further information please contact:
SEEEN plc Tel: +44 (0)7775 701 838
Adrian Hargrave, CEO Website: seeen.com
Allenby Capital Limited (Nominated Adviser and Joint Broker) Tel: +44 (0)20 3328 5656
Alex Brearley / George Payne (Corporate Finance)
Tony Quirke / Amrit Nahal (Sales and Corporate Broking)
Dowgate Capital Limited - (Joint Broker) Tel: +44(0)20 3903 7721
Stephen Norcross
The Company's Legal Entity Identifier (LEI) is: 213800RQVRMW2KRORN22.
Appendix I - Extracts from the Circular
1. INTRODUCTION
The Company has today announced that it is seeking to raise up to
approximately £3.1 million (excluding any funds raised pursuant to the Broker
Option) primarily to bolster the sales and marketing team, and to invest into
technology development projects to support its planned next stage of growth.
The Company has conditionally raised approximately £2.6 million before
expenses through a firm placing of 42,864,052 New Ordinary Shares at the Issue
Price of 6 pence per share. The Company has also announced that it is offering
Qualifying Shareholders the opportunity (subject to satisfaction of the
Conditions) to subscribe for up to a further 8,326,312 New Ordinary Shares at
the Issue Price by offering the opportunity to participate in the Open Offer
on the basis of:
One Open Offer Share for every six Existing Ordinary Shares then held
The Fundraising is conditional upon: (a) completion of the Capital
Reorganisation (details of which are set out in section 5 below); (b) passing
of the Fundraising Resolutions (details of which are set out in section 9 of
this Part I below); (c) the Placing becoming unconditional in all respects;
and (d) Admission becoming effective by 8.00 a.m. on 30 December 2022 (or such
later time and date not being later than 8.00 a.m. on 16 January 2023 as the
Company, Allenby Capital and Dowgate Capital may agree) (together the
"Conditions"). If fully subscribed, the Open Offer will raise a maximum of
approximately £0.5 million before expenses. Qualifying Shareholders are able
to apply for more than their entitlement under the Open Offer and to the
extent that other Shareholders do not take up their Basic Entitlement under
the Open Offer, then Excess Applications will be satisfied in full or in part,
subject to the maximum issue of 8,326,312 New Ordinary Shares available under
the Open Offer.
The Directors will require further share authorities to grant them the
necessary authorities under sections 551 and 571 (respectively) of the
Companies Act, to issue and allot the Placing Shares the Broker Option Shares,
Open Offer Shares and to disapply statutory pre-emption rights in respect of
such allotments. Separately to the Fundraising, the Directors propose to put
forward an additional Resolution which would (subject to certain restrictions)
grant the Directors authority to allot equity securities wholly for cash,
without pre-emption rights applying, in respect of the allotment authority
granted pursuant to resolution 7 of the resolutions proposed at the previous
annual general meeting of the Company.
The Company's Existing Ordinary Shares have a nominal value of 12 pence per
share. Under the Companies Act the Company is unable to issue new shares at
less than the nominal value of those shares. Given that the Issue Price is set
at 6 pence per share, the Company is required to undertake a Capital
Reorganisation, so that the nominal value of each New Ordinary Share to be
issued pursuant to the Fundraising will be less than the Issue Price, details
of which are set out in section 5 of this Part I below. The Capital
Reorganisation is also subject to the passing of the Fundraising Resolutions
at the General Meeting and is conditional upon Admission.
Each of these matters will require the approval of Shareholders (as is
explained in full below) and the Transaction is accordingly conditional inter
alia on the passing of the Fundraising Resolutions at the General Meeting. The
General Meeting has been convened for 09.00 a.m. on 23 December 2022 and will
take place at the offices of Allenby Capital at 5 St. Helen's Place, London
EC3A 6AB for the purpose of seeking such approvals. A notice convening the
General Meeting, at which the Resolutions will be proposed, is set out at the
end of this Circular.
The purpose of this Circular is to: (i) give further details on the
Transaction, including the background to and reasons for the Resolutions; (ii)
explain why the Board considers the Transaction to be in the best interests of
the Company and the Shareholders as a whole and why the Directors unanimously
recommend that the Shareholders vote in favour of the Resolutions, as they
intend to do in respect of their own Existing Ordinary Shares; and (iii)
convene the General Meeting to obtain Shareholder approval for the
Resolutions. If the Fundraising Resolutions are passed at the General Meeting
on 23 December 2022, completion of the Transaction and Admission are expected
to take place on or around 30 December 2022.
Both Allenby Capital and Dowgate Capital are acting as financial advisers to
the Company in relation to the Open Offer and Placing and as joint brokers in
connection with the Placing. The Placing is subject to the conditions and
termination rights set out in the Open Offer and Placing Agreement between the
Company, Allenby Capital and Dowgate Capital.
Broker Option
In order to deal with potential additional demand for New Ordinary Shares
under the Fundraising, the Company has granted the Broker Option to Dowgate
Capital and Allenby Capital to enable them to fulfil any additional requests
to participate in the Placing for up to £0.5 million of Fundraising Shares
received during the Broker Option Period. The Broker Option is exercisable by
Dowgate Capital and Allenby Capital any number of times during that period in
their absolute discretion, and there is no obligation on either Dowgate
Capital or Allenby Capital to exercise the Broker Option or to seek to procure
subscribers for any Broker Option Shares pursuant to the Broker Option. Any
Broker Option Shares issued pursuant to the exercise of the Broker Option will
be issued on the same terms and conditions as the Placing Shares, and will, if
the Broker Option is exercised in full, represent up to 14.0 per cent. of the
total number of Fundraising Shares. The Placing, Open Offer and Broker Option
combined will, if all the Open Offer Shares are subscribed for and the Broker
Option is exercised in full, result in the issue, in aggregate, of 59,523,697
New Ordinary Shares, representing approximately 54.4 per cent. of the Enlarged
Share Capital.
Shareholders should read the whole of this Circular and not simply rely only
upon the information set out in Part I (Letter from the Non-Executive Chairman
of SEEEN plc) of this document.
2. BACKGROUND TO AND REASONS FOR THE TRANSACTION Background to the
Group
SEEEN is a media and technology platform company with proprietary Artificial
Intelligence (AI) technology which delivers 'Key Video Moments' to drive
increased views and revenues across all video content. The Group's technology
takes any existing video and uses AI to create new, monetisable video assets,
in the form of Key Video Moments. Such Key Video Moments are short segments of
a video that SEEEN's AI algorithms have identified as being engaging to a
viewer, based on factors such as on-screen activity or emotions. SEEEN's
customers can then apply this analysis to drive increased engagement and
conversion of viewers on their own websites into paying customers, as well as
increased video views and advertising on social video, especially YouTube,
through the Group's YouTube Multichannel Network ("MCN").
The Company's shares were admitted to trading on AIM in September 2019, as
part of a transaction that combined two core assets: (i) AI-powered video
technology; and (ii) the MCN. The Group has used both of
these assets to develop its platform offering to increase customers' views and
revenues from their existing video collections and from future content.
During 2022, SEEEN has moved into greater commercialisation, having made
initial sales in 2021. Through re-purposing their existing video content into
Key Video Moments, either by creating short videos, re-mixing Key Video
Moments or inserting contextual end cards during Key Video Moments, SEEEN's
customers have new, actionable videos without the considerable costs of
additional video production.
The Group now has strong data across different implementations, which it has
been able to leverage for further customer sales. This data includes improved
advert 'clickthrough rates' and reduced customer acquisition costs for videos
on customer websites, as well as improved performance for MCN channels using
SEEEN's technology.
The Board believes that, given the Group's proprietary technology offering,
combined with empirical data and initial customer wins, it is the right time
to accelerate the Group's sales efforts with focused hires and feature
development, to both increase the sales pipeline and shorten sales cycles.
The Company therefore proposes to raise gross proceeds of up to £3.1 million
via the Fundraising (excluding any funds raised pursuant to the Broker Option)
to do so, details of which are set out under "Use of Proceeds" below.
Key products and services
The Group's key products and services are as follows:
1. JetStream is a proprietary video intelligence tool that uses
multiple Artificial Intelligence models to recognise objects, places and
actions in streaming videos. These models have multiple applications, such as
media monitoring (recognition of logos and people within videos) or the
creation of Key Video Moments, which is used within CreatorSuite, described
below.
2. CreatorSuite is a technology product for hosting a customer's video
collection and utilizes JetStream to produce Key Video Moments to allow
customers to maximise audience reach and monetization from contextual
offerings related to the Key Video Moment.
3. MCN works with YouTube creators to drive monetisation of their
videos on YouTube, taking a fixed percentage of all monetisation revenues from
such videos on YouTube. The Group works with channel partners to both
implement its Key Video Moments technology to lower the cost of video
publication and to optimise videos and video strategy for social video. MCN
operates the Group's micro-moment led GTChannel website.
The Group's Target Markets
The Group has firmly identified key target markets, most applicable to its
technology products and services. The Group plans to use the net proceeds from
the Fundraising to accelerate sales in each of these segments, which are
described briefly below:
Vertical customers:
Markets where SEEEN's technology is particularly useful are for self-serve
customers, most notably: financial publishing, sports and
charitable/political. The Group has a significant identified customer pipeline
which includes prospects in these markets. Each of these sectors tends to have
longer-form content with experienced video and publishing teams. SEEEN's
customers typically look to convert viewers into paying customers or
subscribers. Given the experience within these organisations, the Board
considers that they are well positioned to curate appropriate Key Video
Moments from their content to drive success on their website and on social
video using CreatorSuite. SEEEN expects to generate monthly recurring revenues
of approximately $500-$1,000 per customer from its sales to vertical
customers.
e-Commerce customers:
Many customers, in particular retail and services businesses, as well as the
Group's own GTChannel, are driven by the need to drive e-commerce. SEEEN's
technology is a method for converting viewers and presenting their audiences
with relevant, contextual purchasing opportunities within video, which has
delivered strong results for customers, often as part of a more comprehensive
digital marketing campaign.
In a trial with American Leak Detection (ALD), by using CreatorSuite
specifically for e-commerce, ALD has driven sales worth 20 times the amount it
has spent on Google Ads. SEEEN expects to generate monthly recurring revenues
of approximately $500-$1,000 per customer from the sales to vertical and
e-commerce customers, together with e-commerce commission of 5-10 per cent. of
sales generated by its customers.
Strategic customers:
SEEEN has made significant progress with publishers to provide a managed
service approach to both social video and website optimisation. This has been
best evidenced by the Group's contract with Daily Mail and reinforced with
contracts with theChive and a US financial publisher. These customers
typically have access to large (and sometimes undifferentiated) volumes of
video content, operating with relatively small social video teams who seek to
directly drive advertising revenues on their own website.
SEEEN has a solution for each of these issues. CreatorSuite and our other AI
tools identify Key Video Moments for re-publication and re-mixing to create
additional relevant content for publisher audiences without hiring additional
staff. Below, in the MCN section, we explain the results of these
implementations on YouTube. In addition, the Group's ability to create Key
Video Moments and automatically create structured data to improve Search
Engine Optimisation (SEO) for such Key Video Moments, can drive increased
views to its clients' websites. This increased traffic directly can deliver
increased direct advertising sales for our clients. The Directors believe that
for strategic customers, MCN revenues of approximately $30,000-$50,000 per
month can be targeted, whereas for its CreatorSuite licensing and Media
Monitoring services, targeted monthly revenues of approximately $5,000-$10,000
and approximately $10,000-$20,000 respectively are achievable, both at
significantly higher margins.
MCN:
Since the beginning of the second half of 2021, SEEEN has re-focused its MCN
on partnering with channels that (i) drive greater profitability and (ii) are
more likely to use SEEEN's technology products to drive both their social
video monetisation and on-website monetisation. This approach has been
successful and resulted in SEEEN signing up three strategic customers, as well
as several vertical customers who are now part of the Group's MCN. In
addition, SEEEN has developed additional tools that are particularly relevant
to social video publication - improving channel partners' publication
workflows and allowing them to create additional video assets from
pre-existing videos. In Daily Mail's case, SEEEN has worked with them to
create Key Video Moments from longer form and livestream video, which the
Board believes has allowed Daily Mail to increasingly become an authority for
trending news topics on YouTube. Through working together with Daily Mail,
SEEEN has consistently delivered record revenues for this channel partner,
reaching as much as three times previous records. The Directors believe that
there is further cross-sales potential with this customer.
Growth Strategy and Opportunities
The Directors believe that establishing a dedicated sales team will support
the Group in driving higher margin revenues and shorter sales cycles among
existing and pipeline strategic customers. The Directors intend for this to be
achieved through a direct sales team responsible for vertical markets,
e-commerce customers and strategic customers. SEEEN also intends to build
further strategic partnerships and reseller relationships with companies in
the media monitoring, Customer Relationship Management (CRM) and digital
marketing industries. The Group aims to continue to add profitable channels to
its MCN, where the Group's technology can be leveraged and cross-sold for
solutions on customer websites. The addition of new product features, such as
improved end cards and advertising integration for customer websites, is
expected to shorten sales cycles for the Group and provide for high margin
licencing opportunities.
3. CURRENT TRADING
During 2022, SEEEN moved into its commercialisation phase, having previously
built a suite of technology products based on core AI capabilities, with
initial sales having been made in the first half of the 2021 financial year.
The Group has maintained this momentum with further customer wins over the
year, adding a further ten technology-led customers and expanded its monthly
recurring revenues by approximately $15,000, as well as adding more than
$70,000 per month in MCN advertising revenues from such customers. This
includes the Group's first win in the US financial publishing sector and
initiating upselling of additional technology solutions to existing publishing
customers such as the Daily Mail.
The Group announced its interim financials on 29 September 2022, which can be
found at https://investor.seeen.com/news/2022-1h-interim-results, and its
audited financials on 30 June 2022, which can be found at
https://investor.seeen.com/news/2021-final.
4. USE OF PROCEEDS AND IMPACT OF THE FUNDRAISING
It is intended that the net proceeds of the Fundraising will primarily be used
to accelerate the Company's commercial progress through:
· hiring dedicated sales, marketing and customer success
teams to support the strategy of driving higher margin revenues; and
· investing into technology development features to
accelerate sales cycles.
The Directors believe that the Fundraising will allow the Group to accelerate
its customer acquisition to capture the substantial market opportunity
available to it.
Dedicated sales and marketing:
Approximately £1.2 million of the gross proceeds of the Placing is planned to
be spent on direct sales hires for the US and the UK in the Group's identified
target markets.
It is intended that these sales personnel will target sales to:
· Strategic Customers (expected to be large advertising-led
publishers);
· Vertical Customers, including sports and financial
publishing;
· e-Commerce Customers; and
· Strategic Partnerships, including with media monitoring,
CRM and digital marketing businesses.
Technology development:
Approximately £1.0 million of the gross proceeds of the Placing is planned to
drive forward technology development through a mix of existing outsourced
development for CreatorSuite additions and new multi-national CRM/Digital
Marketing integration, and the recruitment of analytics specialists through
pre-selected hires.
The Directors intend to add certain features to the Group's existing
technology set, including:
· integration with video advertising to increase strategic
customer wins;
· additional end card flexibility to improve customer
conversion and drive retail commission fees;
· more flexible AI to detect Key Video Moments, by use case,
to shorten sales cycles;
· improved analytics for Key Video Moment performance; and
· integration with key CRM and Digital Marketing Platforms
for reseller strategies.
The Board believes that the combination of the new technology features and the
hiring of additional sales personnel via the successful application of the
Placing's net proceeds will drive increased revenues and gross margins for the
Group for the years ending 31 December 2023 and 2024, albeit with an increased
operating cost base. More specifically, the Board believes that the increased
sales and marketing hiring and other activities to be facilitated by the
Placing's net proceeds will provide the Group with the potential to:
· win five to ten vertical customers each month with
e-commerce opportunities;
· win one strategic customer every two months;
· win one media monitoring contract per quarter; and
· achieve additional upside revenues from reseller
partnerships.
Other:
Approximately £0.4 million of the gross proceeds of the Placing is planned to
be applied towards covering the Company's fees in connection with the
Fundraising, general and administrative expenses and other general working
capital, including the appointment of a new Chief Financial Officer.
Open Offer and Broker Option:
It is proposed that the gross proceeds of the Open Offer, which will represent
a maximum of an additional approximately £0.5 million and any funds raised
pursuant to the exercise of the Broker Option, set at a maximum of £0.5
million, will generally be used for the same purposes as indicated above, in
an approximately pro rata manner.
5. CAPITAL REORGANISATION
The Company's Existing Ordinary Shares are presently trading on AIM at a price
which is below 12 pence per share (being the nominal value of the Existing
Ordinary Shares) and the Issue Price is also below the nominal value of the
Existing Ordinary Shares. The Companies Act prohibits a company from issuing
shares at a discount to the nominal or par value of its shares. Therefore, in
order to ensure that the Transaction can be carried out, it is necessary to
effect the Capital Reorganisation to reduce the nominal value of the Company's
Existing Ordinary Shares. The Directors therefore propose to effect the
Capital Reorganisation on the following basis:
· each of the Existing Ordinary Shares of 12 pence each will
be subdivided into and reclassified as one New Ordinary Share and one Deferred
Share;
· each New Ordinary Share will be an ordinary share in the
capital of the Company with a nominal value of £0.001 (0.1 pence) and having
those rights set out in the Amended Articles (further details of which can be
found below);
· each Deferred Share will be a deferred share in the capital
of the Company with a nominal value of £0.119 (11.9 pence) and having those
rights set out in the Amended Articles. The intention is that Deferred Shares
would be cancelled in due course following a court approved reduction of
capital or other means, if available; and
· the Company's articles of association require to be amended
to include certain provisions including relating to the Deferred Shares, via
the Amended Articles.
The Amended Articles
The proposed Capital Reorganisation will necessitate certain alterations to
the Company's Existing Articles. Alteration of the Existing Articles is
proposed as Resolution 1 and the alterations, including establishing the
Deferred Shares and setting out the limited rights proposed for the Deferred
Shares, are reflected in the changes to the Existing Articles.
The New Ordinary Shares created upon implementation of the Capital
Reorganisation will have the same rights as the Existing Ordinary Shares
including voting, dividend, return of capital and other rights, save that
their nominal value will be 0.1 pence per share as opposed to 12 pence per
share. Existing Ordinary Share certificates will remain valid following the
Capital Reorganisation and the New Ordinary Shares will have the same ISIN as
the Existing Ordinary Shares.
The Deferred Shares will not have any voting rights and will not carry any
entitlement to attend general meetings of the Company; nor will they be
admitted to AIM or any other market. They will carry only a right to
participate in any return of capital on a winding up to the amount paid up on
such shares, but only after holders of Ordinary Shares have together received
the nominal amounts paid up on such shares, plus £10,000,000,000. In
addition, they will not carry any right to participate in any dividend or
other distribution. In each case a payment, on a return of capital, to any one
holder of Deferred Shares shall satisfy the payment required. The Company will
be authorised at any time to effect a transfer of the Deferred Shares without
reference to the holders thereof and for no consideration pursuant to and in
accordance with the Companies Act. Accordingly, the Deferred Shares will, for
all practical purposes, be valueless and it is the Board's intention, at an
appropriate time, to have the Deferred Shares cancelled, whether through an
application to the Companies Court or otherwise in accordance with the
Companies Act. No share certificates will be issued for the Deferred Shares.
The draft Amended Articles proposed, along with a set highlighting the
alterations and comparing the Amended Articles with the Existing Articles,
will be available for inspection by Shareholders at the General Meeting until
the conclusion of the General Meeting and on the Company's website,
www.seeen.com (http://www.seeen.com) . In summary, it is proposed that each
Existing Ordinary Share of 12 pence in the capital of the Company will be
subdivided and redesignated into one New Ordinary Share and one Deferred
Share. This will result in 49,957,876 New Ordinary Shares and 49,957,876
Deferred Shares being in issue immediately following the Capital
Reorganisation but before the issue of New Ordinary Shares pursuant to the
Placing and Open Offer or the Broker Option.
6. THE PLACING, OPEN OFFER
Placing
The Company is proposing to conditionally raise, assuming the issue of the
maximum number of New Ordinary Shares pursuant to the Placing and Open Offer,
gross proceeds of approximately £0.5 million (before expenses) by the issue
of up to 8,326,312 New Ordinary Shares at the Issue Price, being 6 pence per
New Ordinary Share. The New Ordinary Shares to be issued pursuant to the
Placing do not qualify for participation in the Open Offer.
As part of the Placing, the Company is seeking to raise funds by the issue of
the EIS Placing Shares to investors seeking the benefit of tax relief under
the EIS and the VCT Placing Shares to investors seeking the benefit of tax
relief through VCT. The Company received EIS Advance Assurance in June 2021
and the Directors believe that the assurances given by HMRC remain valid. The
Directors believe that the Open Offer Shares should qualify for EIS Relief,
subject to the individual nature and circumstances of the participating
Qualifying Shareholder.
Shareholders should note that although the Directors believe that the issue of
New Ordinary Shares should qualify for EIS Relief and that a subscription of
New Ordinary Shares by a VCT should be regarded as a qualifying holding, the
availability of EIS Relief in relation to a subscription for New Ordinary
Shares and whether New Ordinary Shares issued to a VCT are a qualifying
holding cannot be guaranteed. Prior to participating in the Open Offer, any
Qualifying Shareholders who desire EIS Relief must make themselves known to
the Company, take their own professional advice and rely on it.
Shareholders should note that the Open Offer is conditional on the Placing
proceeding, although the Placing is not conditional on the completion of the
Open Offer.
Open Offer
Subject to satisfaction of the conditions set out below and in Part IV of this
document, Qualifying Shareholders on the register of members at the close of
business on 6 December 2022 are being given the opportunity to subscribe for
Open Offer Shares at the Issue Price pro rata to their holdings of Existing
Ordinary Shares on the Record Date to raise up to an amount of approximately
£0.5 million (before expenses) on the basis of:
One Open Offer Share for every six Existing Ordinary Shares then held
Those Shareholders who wish to apply for additional shares may do so through
the Excess Application Facility, details of which are set out in Part IV of
this Circular.
The Excess Application Facility enables Qualifying Shareholders to apply for
any number of Open Offer Shares, provided they have taken up their Basic
Entitlement in full, up to the total number of Open Offer Shares being offered
(less their Basic Entitlement).
The Fundraising Shares, when issued fully paid, will rank pari passu in all
respects with the other New Ordinary Shares including the right to receive all
dividends and other distributions declared in respect of such New Ordinary
Shares by reference to a record date falling after the date of issue of the
Fundraising Shares.
Application will be made for the Fundraising Shares to be admitted to trading
on AIM and it is expected that Admission will become effective and dealings in
the Fundraising Shares will commence on 30 December 2022. The Placing and the
Open Offer are conditional upon Admission becoming effective by 8.00 a.m. on
30 December 2022 or such later time and date as the Company and Dowgate
Capital and Allenby Capital may agree, being no later than 8.00 a.m. on 16
January 2023. In the event that this condition is not satisfied by the
requisite time, the Placing and the Open Offer will not proceed. In such
circumstances, application monies will be returned at the applicant's risk
without payment of interest, as soon as practicable thereafter.
Fractions of Open Offer Shares will not be allotted; instead, each Qualifying
Shareholder's entitlement under the Open Offer will be rounded down to the
nearest whole number of Open Offer Shares. Qualifying Shareholders with
holdings of Existing Ordinary Shares in both certificated and uncertificated
form will be treated as having separate holdings for the purpose of
calculating the Open Offer Entitlements.
The latest time for applications under the Open Offer to be received is 11.00
a.m. on 22 December 2022. The procedure for application and payment depends on
whether, at the time at which application and payment is made, you have an
Application Form in respect of your entitlement under the Open Offer or have
Open Offer Entitlements credited to your stock account in CREST in respect of
such entitlement. The procedures for application and payment are set out in
Part IV (Terms and Conditions of the Open Offer) of this document.
7. DIRECTORS' PARTICIPATION IN THE PLACING
The Company's Chief Executive, Adrian Hargrave, has agreed to conditionally
subscribe for 583,333 Placing Shares in the Placing, which represents an
amount of approximately £35,000 at the Issue Price.
The Company's Chairman, Dr Patrick DeSouza, is a director of Water
Intelligence and Dr DeSouza is interested in 25.07 per cent. of Water
Intelligence's issued share capital. Water Intelligence has agreed to
conditionally subscribe for 2,083,333 Placing Shares in the Placing, which
represents an amount of approximately £125,000 at the Issue Price.
Following completion of the Placing and assuming that the Open Offer Shares
have been subscribed for in full, the interests of Adrian Hargrave and Water
Intelligence in the issued and to be issued share capital of the Company are
as shown below:
Percentage of Enlarged
Shareholding Share Capital
Director/connected Party Placing Shares being following held following
Position subscribed for Admission Admission((1))
Adrian Hargrave Chief Executive 583,333 New Ordinary Shares 788,333 Ordinary Shares 0.8%
Water Intelligence Connected with 2,083,333 New Ordinary Shares 5,938,366 Ordinary Shares 5.9%
SEEEN's Chairman
Totals 2,666,666 New Ordinary 6,726,699 Ordinary Shares 6.7%
Shares
(1) Assuming full take up of all New Ordinary Shares available under the
Open Offer
8. RELATED PARTY TRANSACTIONS
As Gresham House currently holds approximately 13.34 per cent. of the Existing
Ordinary Shares, Gresham House is a related party of the Company pursuant to
the AIM Rules. Gresham House has agreed to conditionally subscribe for
21,133,503 Placing Shares in the Placing, which represents an amount of
approximately £1.3 million at the Issue Price.
In connection with its participation in the Placing, pursuant to an agreement
between Gresham House and the Company, it has been agreed that, for as long as
Gresham House is the registered holder of a minimum of 10 per cent. of the
Company's ordinary shares in issue from time to time, Gresham House shall be
entitled to appoint one director to the Company's Board as a nominee director
(the "Gresham House Nominee Director") (the "Gresham House Director Nomination
Agreement"). Pursuant to the Gresham House Director Nomination Agreement, it
has been agreed, inter alia, that: (i) the appointment of the Gresham House
Nominee Director is to be remunerated at a rate of £40,000 per annum and
reimbursed for expenses that are appropriate and at a rate considered standard
for this role; (ii) the Gresham House Nominee Director shall (on request) be
entitled to be appointed to all committees of the Company's board and shall be
granted rights of access to information generally (iii) upon their
appointment, the Company shall enter into a deed to indemnify the Gresham
House Nominee Director in respect of any liabilities of such director which
arise out of or in connection with his or her appointment by the Company; and
(iv) that the Company shall ensure that the Gresham House Nominee Director is
included in the directors' liability insurance cover taken out by the Company
for its Directors and in any other professional liability cover provided by
the Company for the benefit of any of its Directors from time to time.
Gresham House's participation in the Placing and the Gresham House Director
Nomination Agreement constitute related party transactions for the purposes of
Rule 13 of the AIM Rules. On Admission, and assuming that no New Ordinary
Shares are issued pursuant to the Open Offer or the Broker Option, Gresham
House will hold 27,800,169 New Ordinary Shares, representing 29.95 per cent.
of the Enlarged Share Capital.
SEEEN's Chief Executive, Adrian Hargrave, is a related party of the Company
pursuant to the AIM Rules and his participation in the Placing, as described
in section 7 of this Part I above, therefore constitutes a related party
transaction for the purposes of Rule 13 of the AIM Rules.
The Company's Chairman, Dr Patrick DeSouza (who is interested in approximately
10.86 per cent. of the Existing Ordinary Shares), has an interest in 25.07 per
cent. of Water Intelligence's issued share capital and Water Intelligence is
therefore a related party of the Company pursuant to the AIM Rules. Water
Intelligence's participation in the Placing, as described in section 7 of this
Part I above, therefore constitutes a related party transaction for the
purposes of Rule 13 of the AIM Rules.
The Independent Directors consider, having consulted with the Company's
nominated adviser, Allenby Capital, that the terms of the participation in the
Placing by Adrian Hargrave, Water Intelligence and Gresham House (including
the Gresham House Director Nomination Agreement) are fair and reasonable
insofar as the Company's shareholders are concerned.
9. GENERAL MEETING
A notice convening a General Meeting of the Company to be held at 09.00 a.m.
on 23 December 2022 at the offices of Allenby Capital at 5 St. Helen's Place,
London EC3A 6AB is set out at the end of this Circular. A Form of Proxy to be
used in connection with the General Meeting is enclosed with this Circular
when received in hard copy form and is available on the Company's website at
www.seeen.com (http://www.seeen.com) . The purpose of the General Meeting is
to seek approval of Existing Shareholders for the Resolutions summarised
below. The Fundraising is conditional upon the passing of the Fundraising
Resolutions as set out in the Notice of General Meeting and summarised below.
At the General Meeting, Resolutions will be proposed to the following effect:
· Resolution 1 is a special resolution to alter the Articles
of Association of the Company with effect from close of business on the
dealing day immediately prior to Admission to:
(a) create the Deferred Shares;
(b) specify the rights attached to the Deferred Shares, including that the
Deferred Shares:
- will not have any voting rights;
- will not carry any entitlement to attend general meetings of
the Company;
- will not carry any right to participate in any dividend or
other distribution;
- will carry only a right to participate in any return of
capital on a winding up to the amount paid up on such shares, but only after
holders of Ordinary Shares have together received the nominal amounts paid up
on such shares, plus £10,000,000,000;
(c) specify that, on a return of capital, payment to any one holder of
Deferred Shares shall satisfy the payment required; and
(d) specify that the Company will be authorised at any time to effect a
transfer of the Deferred Shares without reference to the holders thereof and
for no consideration pursuant to and in accordance with the Companies Act;
Accordingly, the Deferred Shares will, for all practical purposes, be
valueless and it is the Board's intention, at an appropriate time, to have the
Deferred Shares cancelled, whether through an application to the Companies
Court or otherwise in accordance with the Companies Act;
· Resolution 2, which is conditional on the passing of
Resolution 1, is a special resolution to sub-divide and redesignate each
Existing Ordinary Share of £0.12 into (i) one New Ordinary Share of 0.1 pence
and (ii) one redesignated Deferred Share of 11.9 pence;
· Resolution 3, which is conditional on the passing of
Resolutions 1, 2 and 4 is an ordinary resolution to authorise the Directors to
allot shares and to grant rights to subscribe for and convert securities into
shares up to an aggregate nominal value of £59,523.70, being equal to
59,523,697 New Ordinary Shares, pursuant to the Fundraising; and
· Resolution 4, which is conditional on the passing of
Resolutions 1, 2 and 3 is a special resolution to authorise the Directors to
allot equity securities pursuant to the authority granted under Resolution 3
on a non pre-emptive basis.
· Resolution 5, which is conditional on the passing of
Resolution 2, is a special resolution to cancel the Deferred Shares created
under Resolution 2, subject to Court approval.
· Resolution 6, which is separate to the Fundraising and
therefore not conditional on the passing of any other Resolution, is a special
resolution to authorise the Directors to allot equity securities pursuant to
the authority granted under resolution 7 at the Company's previous annual
general meeting held on 28 July 2022 on a non pre-emptive basis.
The authorities and powers to allot shares and to grant rights to subscribe
for and convert securities into shares on a non-pre-emptive basis to be
granted pursuant to Resolutions 3 and 4 will expire on the date falling six
months from the date of passing of those Resolutions (unless renewed, varied
or revoked by the Company before that date) and will be in addition to the
Directors' authorities and powers to allot shares and to grant rights to
subscribe for and convert securities into shares on a non pre-emptive basis
granted at the Company's last annual general meeting held on 28 July 2022.
The authority and power to allot shares and to grant rights to subscribe for
and convert securities into shares on a non-pre-emptive basis to be granted
pursuant to Resolution 6 will expire on the date of the Company's next annual
general meeting (unless renewed, varied or revoked by the Company before that
date) and will be in addition to any and all existing authorities, including
those granted under Resolutions 3 and 4.
The Company has received irrevocable undertakings from each of Adrian Hargrave
and Patrick DeSouza (being the only Directors holding Existing Ordinary
Shares) to vote in favour of the Resolutions in respect of their respective
entire holdings of Existing Ordinary Shares, representing, in aggregate,
approximately 11.3 per cent. of the Existing Ordinary Shares.
10. ACTION TO BE TAKEN
In respect of the General Meeting
Whether or not you intend to be present at the General Meeting you are
requested to complete a Form of Proxy vote either online at
www.shareregistrars.uk.com (http://www.shareregistrars.uk.com) (click on the
"Proxy Vote" button and then follow the on-screen instructions), by issuing a
CREST Proxy Instruction or by completing the Proxy Form enclosed with this
Circular or downloaded from the Company's website at www.seeen.com
(http://www.seeen.com) , in accordance with the instructions printed thereon,
and returning it to Share Registrars Limited, 3 The Millennium Centre, Crosby
Way, Farnham, Surrey, GU9 7XX, in each case as soon as possible but in any
event so that the action is completed or the Proxy Form is received by no
later than 09.00 a.m. on 21 December 2022. The completion of a proxy
appointment and/or return of a Form of Proxy will not preclude you from
attending the General Meeting and voting in person should you subsequently
wish to do so.
Unless the Form of Proxy, online proxy vote or CREST Proxy Instruction is
received by the date and time specified above, it will be invalid.
In respect of the Open Offer
Qualifying non-CREST Shareholders wishing to apply for Open Offer Shares,
including Excess Shares must complete the enclosed Application Form in
accordance with the instructions set out in Part IV (Terms and Conditions of
the Open Offer) of this document and on the accompanying Application Form and
return it with the appropriate payment to Share Registrars Limited, 3 The
Millennium Centre, Crosby Way, Farnham, Surrey, GU9 7XX, so as to arrive no
later than 09.00 a.m. on 21 December 2022. If you are a Qualifying non-CREST
Shareholder and do not wish to apply for any Open Offer Shares under the Open
Offer, you should not complete or return the Application Form. If you are a
Qualifying CREST Shareholder, no Application Form will be sent to you.
Qualifying CREST Shareholders will have Open Offer Entitlements and Excess
CREST Open Offer Entitlements credited to their stock accounts in CREST. You
should refer to the procedure for application set out in Part IV (Terms and
Conditions of the Open Offer) of this document. The relevant CREST
instructions must have been settled in accordance with the instructions in
Part IV of this document by no later than 11.00 a.m. on 22 December 2022.
Qualifying CREST Shareholders who are CREST sponsored members should refer to
their CREST sponsors regarding the action to be taken in connection with this
document and the Open Offer.
11. RECOMMENDATION
The Board considers the Open Offer, the Placing, the Capital Reorganisation
and the Resolutions to be in the best interests of Shareholders as a whole.
Accordingly, the Board unanimously recommends that Shareholders vote in favour
of the Resolutions to be proposed at the General Meeting as Adrian Hargrave
and Patrick DeSouza (being the Directors holding Existing Ordinary Shares)
intend to do in respect of their shareholdings representing 11.3 per cent. of
the Existing Ordinary Shares.
Yours sincerely,
Patrick DeSouza
Non-Executive Chairman
Appendix II - Definitions
The following definitions apply throughout this announcement and the Circular
unless the context requires otherwise:
Admission
admission of the New Ordinary Shares (including the Fundraising Shares) to
trading on AIM becoming effective in accordance with the AIM Rules;
Advance
Assurance
written confirmation from HMRC that, inter alia, shares in the Company will
rank as "eligible shares" and will meet the requirements for relief under EIS,
for the time being and in so far as the requirements relate to the Company;
AIM
the market of that name operated by the London Stock Exchange;
AIM
Rules
the AIM Rules for Companies governing the admission to and operation of AIM
published by the London Stock Exchange as
amended from time to time;
AIM Rules for Nominated the AIM Rules
for Nominated Advisers published by the London
Advisers
Stock Exchange as amended from time to time;
Allenby
Capital
Allenby Capital Limited, the Company's placing agent, joint financial adviser
for the purposes of the Open Offer and Joint Broker;
Amended
Articles
the Company's new Articles of Association following the amendments proposed to
be approved via Resolution 1, including the amendments to establish the
Deferred Shares and set out the limited rights proposed for the Deferred
Shares;
Application
Form
the personalised application form on which Qualifying non-CREST Shareholders
may apply for Open Offer Shares under the Open Offer;
Articles of Association
the articles of association of the Company, as amended from time to time;
Basic
Entitlement
the entitlement of Qualifying Shareholders to apply for Open Offer Shares, on
the basis of one Open Offer Share for every six Existing Ordinary Shares
registered in their names on the Record Date, rounded down to the nearest
whole Open Offer Share;
Broker
Option
the conditional further placing, subject to the exercise of the Broker Option,
of the Broker Option Shares to be arranged by Dowgate Capital and Allenby
Capital at their absolute discretion as agent for the Company pursuant to the
provisions of the Open Offer and Placing Agreement;
Broker Option Period
the period commencing on the date of this Circular and concluding at 5.00 p.m.
on 22 December 2022;
Broker Option Shares
the up to 8,333,333 additional New Ordinary Shares that may be issued by the
Company (at the absolute discretion of Dowgate Capital and Allenby Capital)
pursuant to the Broker Option, comprising, if the Broker Option is exercised
in full, a number of additional New Ordinary Shares which is equal to 19.4 per
cent. of the aggregate number of Placing Shares;
Business
Day
any day on which banks are generally open in London for the transaction of
business other than a Saturday or Sunday or public holiday;
Capital Reorganisation the
proposed reorganisation of the share capital of the Company as described in
section 5 of Part I;
Certificated or in certificated a share or other
security which is not in uncertificated form (that is,
form
not in CREST);
Circular
this document;
Closing
Price
the closing middle market quotation of a share as derived from Bloomberg;
Companies
Act
the Companies Act 2006, as amended, modified or re-enacted from time to time;
Company or
SEEEN
SEEEN plc, incorporated in England and Wales with number 10621059 and with its
registered office at 27-28 Eastcastle Street, London W1W 8DH;
CREST or CREST System the
computer-based system (as defined in the CREST Regulations) operated and
administered by Euroclear enabling securities to be evidenced otherwise than
by certificates and transferred otherwise than by written instruments;
CREST
member
a person who has been admitted by Euroclear as a system participant (as
defined in the CREST Regulations);
CREST
participant
a person who is, in relation to CREST, a system-participant (as defined in the
CREST Regulations);
Deferred
Shares
the Deferred Shares of 11.9 pence each in the capital of the Company as
created by virtue of the Capital Reorganisation;
Directors, Board or Board of the current
directors of the Company or the board of directors from
Directors
time to time of the Company, as the context requires, and "Director" is to be
construed accordingly;
Dollar
US Dollars, the basic unit of currency in the US;
Dowgate
Capital
Dowgate Capital Limited, the Company's placing agent, joint financial adviser
for the purposes of the Open Offer and Joint Broker;
DTR
the Financial Conduct Authority's Disclosure Guidance and Transparency Rules;
EIS
the Enterprise Investment Scheme as set out in Part 4 of the Income Tax Act
2007 and Schedule 5B Taxation of Chargeable Gains Act 1992, as amended from
time to time;
EIS Placing
Shares
the 6,888,886 New Ordinary Shares to be issued pursuant to the Open Offer and
Placing Agreement to certain persons seeking to invest in "eligible shares"
for the purposes of EIS;
EIS
Relief
the relief available to investors under EIS;
EIS/VCT Placing Shares the
EIS Placing Shares and the VCT Placing Shares, totalling
28,855,722 New Ordinary Shares;
Enabled for settlement in
respect of Open Offer Entitlements, enabled for the limited purpose of
settlement of claim transactions and USE transactions;
Enlarged Share Capital
the ordinary share capital of the Company immediately following Admission;
Euroclear
Euroclear UK & International Limited;
Excess
Applications
any applications for Excess Shares pursuant to the Excess Application
Facility;
Excess Application Facility the facility
for Qualifying Shareholders to apply for Excess Shares in excess of their
Basic Entitlements subject to the terms and conditions set out in Part IV of
this Circular and the Application Form, if relevant;
Existing
Articles
the articles of association of the Company currently in force;
Excess Open Offer Entitlements in respect of each Qualifying CREST Shareholder
who has taken up his Basic Entitlement in full, the entitlement (in addition
to the Basic Entitlement) to apply for Excess Shares up to the number of Open
Offer Shares credited to their stock account in CREST pursuant to the Excess
Application Facility, which may be subject to scaling down according to the
Directors' absolute discretion;
Excess
Shares
Open Offer Shares which a Qualifying Shareholder is entitled to apply for in
addition to the Basic Entitlement by virtue of the Excess Application
Facility;
Existing Ordinary Shares the
49,957,876 ordinary shares of 12 pence each in issue as at the date of this
document;
Existing Shareholders
the holders of Existing Ordinary Shares;
FCA
the Financial Conduct Authority of the United Kingdom or any successor body or
bodies carrying out the functions currently carried out by the Financial
Conduct Authority;
Form of
Proxy
the form of proxy accompanying this Circular for use by Existing Shareholders
at the General Meeting;
FSMA
the UK Financial Services and Markets Act 2000, as amended;
Fundraising
the Placing, the Open Offer and the Broker Option;
Fundraising Resolutions each of
Resolutions 1, 2, 3, 4 and 5;
Fundraising
Shares the
Open Offer Shares, the Placing Shares and the Broker Option Shares;
General
Meeting
the general meeting of the Company to be held at the offices of Allenby
Capital at 5 St. Helen's Place, London EC3A 6AB, as set out in the Notice of
General Meeting;
General Placing Shares the
14,008,330 New Ordinary Shares to be issued in the Placing which are not
EIS/VCT Placing Shares;
Gresham
House
Gresham House Asset Management Limited;
Gresham House Director has the
meaning given in paragraph 8 of Part I; Nomination Agreement
Group
the Company and each of its subsidiaries and subsidiary undertakings;
Independent Directors
Akiko Mikumo, David Anton and Charles Burdick;
ISIN
International Securities Identification Number;
Issue
Price
6p per Fundraising Share;
London Stock Exchange London
Stock Exchange plc or its successor(s);
MAR
the UK version of the EU Market Abuse Regulation (2014/596/EU) (incorporated
into UK law by virtue of the European Union (Withdrawal) Act 2018), as amended
and supplemented from time to time;
Member Account
ID the
identification code or number attached to any member account in CREST;
Money Laundering Regulations The Money Laundering, Terrorist
Financing and Transfer of Funds (Information on the Payer) Regulations 2017
(as amended and supplemented);
New Ordinary Shares
the ordinary shares of 0.1 pence each in the capital of the Company as created
by virtue of the Capital Reorganisation and the Fundraising Resolutions;
Notice of General Meeting the notice of
general meeting set out in Part V of this Circular;
Open
Offer
the conditional invitation to Qualifying Shareholders to apply for the Open
Offer Shares at the Issue Price on the terms and conditions outlined in this
document;
Open Offer and Placing the
agreement between the Company, Allenby Capital and Dowgate
Agreement
Capital relating to the Fundraising, as described in this document
Open Offer Entitlements
entitlements for Qualifying Shareholders to subscribe for Open Offer Shares
pursuant to the Basic Entitlement and the Excess Application Facility;
Open Offer
Shares
up to 8,326,312 New Ordinary Shares to be issued pursuant to the Open Offer;
Ordinary
Shares
the ordinary shares in the capital of the Company from time to time;
Overseas Shareholders
Shareholders with registered addresses in, or who are citizens, residents or
nationals of, jurisdictions outside the UK;
Participant
ID
the identification code or membership number used in CREST to identify a
particular CREST member or other CREST participant;
Placee
any person that has conditionally agreed to subscribe for Placing Shares in
the Placing;
Placing
the proposed placing of the Placing Shares by the Company at the Issue Price,
conditional inter alia on passing of the Fundraising Resolutions and on
Admission;
Placing
Shares
means the EIS/VCT Placing Shares and the General Placing Shares (but excluding
the Broker Option Shares);
Qualifying CREST Shareholders Qualifying Shareholders
holding Existing Ordinary Shares on the Record Date in uncertificated form;
Qualifying non-CREST
Qualifying Shareholders holding Existing Ordinary Shares on the
Shareholders
Record Date in certificated form;
Qualifying Shareholders holders
of Existing Ordinary Shares (a) who are residing in a jurisdiction which is
not a Restricted Jurisdiction; and (b) whose names appear on the register of
members of the Company on the Record Date as holders of Existing Ordinary
Shares; and (c) who are eligible to be offered Open Offer Shares under the
Open Offer in accordance with the terms and conditions set out in this
Circular and the Application Form;
Receiving
Agent
Share Registrars Limited of 3 The Millennium Centre, Crosby Way, Farnham,
Surrey GU9 7XX;
Record
Date
the record date for the Open Offer, being the close of business on 6 December
2022;
Regulatory Information Service one of the regulatory
information services authorised by the FCA to receive, process and disseminate
regulatory information from listed companies;
Resolutions
the resolutions to be put to the Existing Shareholders at the General Meeting
as detailed in the Notice of General Meeting and Resolution means any of the
Resolutions;
Restricted Jurisdiction(s) the
United States, Russia, Australia, Canada, Japan, New Zealand, the Republic of
South Africa and any other jurisdiction where the extension or availability of
the Placing or the Open Offer would breach any applicable law;
SEC
the US Securities and Exchange Commission;
Securities
Act
the US Securities Act of 1933, as amended;
Shareholders
the holder(s) of the ordinary shares in the capital of the Company from time
to time;
Sterling or pound or £ or pence pounds sterling or pence,
the basic units of currency in the UK;
Subsidiary
has the meaning given in section 1159 of the Companies Act;
subsidiary undertaking has
the meaning given to it in section 1162 of the Companies Act 2006;
Takeover Code or City Code the City Code on
Takeovers and Mergers issued by the Takeover Panel, as amended from time to
time;
Takeover
Panel
The Panel on Takeovers and Mergers;
TIDM
Tradable Instrument Display Mnemonic;
Transaction
the Fundraising, Capital Reorganisation and associated matters;
Uncertificated or uncertificated recorded on the relevant
register or other record as being held in
form
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
US the
United States of America;
US
person
has the meaning provided in Rule 902(k) of Regulation S under the Securities
Act;
USE
unmatched stock event;
VAT
value added tax;
VCT
a company which is, for the time being, approved as a venture capital trust as
defined by Section 259 of the Income Tax Act 2007;
VCT Placing
Shares the
New Ordinary Shares to be issued pursuant to the Open Offer and Placing
Agreement to certain persons seeking to invest through venture capital trusts
relief; and
Water
Intelligence
Water Intelligence plc, incorporated in England and Wales with number 03923150
and with its registered office at 27-28 Eastcastle Street, London W1W 8DH.
Appendix III - Expected Timetable of Principal Events
Record Date and time for entitlements under the Open
Offer
Close of business on
6 December 2022
Announcement of the Placing, Open Offer and posting of
this
7 December 2022
Circular, Proxy Form and Application Form
Existing Ordinary Shares marked 'ex' by London Stock
Exchange
8.00 a.m. on
8 December 2022
Basic Entitlements and Excess Open Offer Entitlements
credited
8.00 a.m. on
to stock accounts in CREST of Qualifying CREST
Shareholders
9 December 2022
Recommended latest time for requesting withdrawal of
Basic
4.30 p.m. on
Entitlements and Excess Open Offer Entitlements from
CREST
16 December 2022
Latest time for depositing Basic Entitlements and Excess
Open
3.00 p.m. on
Offer Entitlements into
CREST
19 December 2022
Latest time and date for splitting of Application Forms (to
satisfy
3.00 p.m. on
bona fide claims
only)
20 December 2022
Latest time and date for receipt of completed Application
Forms
11.00 a.m. on
and payment in full under the Open Offer or settlement
of
22 December 2022
relevant CREST instructions (as appropriate)
Allocation of Excess Open Offer Shares to Qualifying
Shareholders 22
December 2022
Result of Open Offer announced through an
RIS
23 December 2022
Latest time and date for receipt of completed Forms of
Proxy
9.00 a.m. on
21 December 2022
Latest time and date for receipt of CREST Proxy Instructions for
the
9.00 a.m. on
General
Meeting
21 December 2022
Record time for those Shareholders on the Register of
Members
9.00 a.m. on
entitled to attend or vote at the General
Meeting
21 December 2022
General
Meeting
9.00 a.m. on
23 December 2022
Capital Reorganisation is
effective
after close of business on
29 December 2022
Admission of, and commencement of dealings in, the New
Ordinary
8.00 a.m. on
Shares
30 December 2022
New Ordinary Shares credited to CREST stock
accounts
30 December 2022
Despatch of definitive share certificates for Fundraising Shares
in
within 14 days
certificated
form
of Admission
Appendix IV - Key Statistics
Closing Price per Existing Ordinary
Share((1))
7 pence
Number of Existing Ordinary Shares in
issue((2))
49,957,876
PLACING AND BROKER OPTION STATISTICS
Issue Price of each Placing
Share
6 pence
Issue Price of each Broker Option
Share
6 pence
Number of Placing Shares to be
issued
42,864,052
Maximum number of Broker Option Shares to be
issued
8,333,333
Maximum gross proceeds of
Placing((3))
approximately £2.6 million
Maximum gross proceeds of
Placing((4))
approximately £3.1 million
Enlarged Share Capital following the
Placing((3))
92,821,928
Enlarged Share Capital following the
Placing((4))
101,155,261
Percentage of the maximum Enlarged Share
Capital
46.2 per cent.
Represented by the Placing Shares((3))
Placing Shares as a percentage of the Existing Ordinary
Shares((3))
85.8 per cent.
Broker Option Shares as a percentage of the Existing Ordinary
Shares((4)) up to 16.7 per cent.
OPEN OFFER STATISTICS
Entitlement under Open
Offer((5))
One Open Offer Share for each
six Existing Ordinary Shares held
Offer Price of each Open Offer Share (Issue
Price)
6 pence
Number of Open Offer Shares to be offered by the
Company
up to 8,326,312
Maximum estimated aggregate gross
proceeds
up to approximately
of the Open
Offer((6))
£0.5 million
Offer Price as discount to Closing
Price
14.3 per cent.
Enlarged Share Capital following the Open
Offer((6))
109,481,573
Percentage of the maximum Enlarged Share
Capital
7.6 per cent.
Represented by the Open Offer Shares((6))
Open Offer Shares as a percentage of the Existing Ordinary
Shares
16.7 per cent.
FUNDRAISING STATISTICS
Number of Fundraising Shares to be offered by the
Company
up to 59,523,697
Maximum estimated gross proceeds of the
Fundraising up to
approximately £3.6 million
Maximum estimated net proceeds of the Fundraising
to up to approximately £3.2
million
be received by the Company((6))
Maximum Enlarged Share Capital following
completion
up to 109,481,573
of the Fundraising((6))
Percentage of the maximum Enlarged Share
Capital
up to 54.4 per cent.
Represented by the Fundraising Shares((6))
Fundraising Shares as a percentage of the Existing Ordinary
Shares((6)) up to 119.1 per cent.
ORDINARY SHARE STATISTICS
ISIN - New Ordinary Shares and Existing Ordinary
Shares
GB00BK6SHS41
ISIN - Open Offer Basic
Entitlements
GB00BP94TR75
ISIN - Excess Open Offer Excess
Entitlements
GB00BP94TS82
TIDM
SEEN.L
(1) The Closing Price per Existing Ordinary Share on 6 December 2022,
being the last practicable Business Day prior to the announcement of the
Transaction.
(2) As at 6 December 2022, being the last practicable Business Day prior
to the publication of this Circular.
(3) Assuming no Broker Option Shares are issued.
(4) Assuming the maximum number of Broker Option Shares are issued.
(5) The actual number of Open Offer Shares to be issued under the Open
Offer will be subject to rounding down to eliminate fractions.
(6) Assuming the maximum number of Open Offer Shares is allotted pursuant
to the Open Offer.
IMPORTANT NOTICES
Notice 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 and as this is applied in the United Kingdom ("MiFID II"); (b)
Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593
supplementing MiFID II as this is applied in the United Kingdom; 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 shares the subject of the Fundraising have been subject to a
product approval process, which has determined that such securities 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 "Target Market
Assessment"). Notwithstanding the Target Market Assessment, distributors
should note that: the price of the shares the subject of the Fundraising may
decline and investors could lose all or part of their investment; the shares
offer no guaranteed income and no capital protection; and an investment in the
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 Fundraising. Furthermore, it is noted that,
notwithstanding the Target Market Assessment, Allenby Capital and Dowgate
Capital 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 shares the subject of the Fundraising.
Each distributor is responsible for undertaking its own target market
assessment in respect of the shares and determining appropriate distribution
channels.
Forward Looking Statements
This announcement contains forward-looking statements which are based on the
beliefs, expectations and assumptions of the Directors and other members of
senior management about the Group's businesses. All statements other than
statements of historical fact included in this announcement may be
forward-looking statements. Generally, words such as "will", "may", "should",
"could", "estimates", "continue", "believes", "expects", "aims", "targets",
"projects", "intends", "anticipates", "plans", "prepares", "seeks" or, in each
case, their negative or other variations or similar or comparable expressions
identify forward-looking statements.
These forward-looking statements are not guarantees of future performance, and
there can be no assurance that the expectations reflected in such
forward-looking statements will prove to have been correct. Rather, they are
based on the current beliefs, expectations and assumptions and involve known
and unknown risks, uncertainties and other factors, many of which are outside
the control of the Company and are difficult to predict, that may cause actual
results, performance, plans, objectives, achievements or events to differ
materially from those express or implied in such forward-looking statements.
Undue reliance should, therefore, not be placed on such forward-looking
statements.
New factors will emerge in the future, and it is not possible to predict which
factors they will be. In addition, the impact of each factor on the Group's
business or the extent to which any factor, or combination of factors, may
cause actual results to differ materially from those described in any
forward-looking statement or statements cannot be assessed, and no assurance
can therefore be provided that assumptions will prove correct or that
expectations and beliefs will be achieved.
Any forward-looking statement contained in this announcement based on past or
current trends and/or activities of the Group should not be taken as a
representation that such trends or activities will continue in the future. No
statement in this announcement is intended to be a profit forecast or to imply
that the earnings of the Group for the current year or future years will match
or exceed historical or published earnings of the Group.
Prospective investors are strongly recommended to read the risk factors set
out in Part II of the Circular for a more complete discussion of the factors
that could affect the Company's future performance and the industry in which
the Company operates. In light of these risks, uncertainties and
assumptions, the events described in the forward-looking statements in this
announcement may not occur.
Each forward-looking statement speaks only as at the date of this announcement
and is not intended to give any assurance as to future results. The Company
and/or its Directors expressly disclaim any obligation or undertaking to
release publicly any updates or revisions to any forward-looking statements
contained herein as a result of new information, future events or other
information, except to the extent required by the FCA's Disclosure Guidance
and Transparency Rules, the rules of the London Stock Exchange, including the
AIM Rules or by applicable law.
Notice to overseas persons
This announcement does not constitute, or form part of, a prospectus relating
to the Company, nor does it constitute or contain any invitation or offer to
any person, or any public offer, to subscribe for, purchase or otherwise
acquire any shares in the Company or advise persons to do so in any
jurisdiction, nor shall it, or any part of it form the basis of or be relied
on in connection with any contract or as an inducement to enter into any
contract or commitment with the Company.
This announcement is not for release, publication or distribution, in whole or
in part, directly or indirectly, in or into the United States, Australia, New
Zealand, Russia, Canada, Japan, the Republic of South Africa, Singapore or any
jurisdiction into which the publication or distribution would be unlawful.
This announcement is for information purposes only and does not constitute an
offer to sell or issue or the solicitation of an offer to buy or acquire
shares in the capital of the Company in the United States, Australia, New
Zealand, Russia, Canada, Japan, the Republic of South Africa, Singapore or
any jurisdiction in which such offer or solicitation would be unlawful or
require preparation of any prospectus or other offer documentation or would be
unlawful prior to registration, exemption from registration or qualification
under the securities laws of any such jurisdiction. Persons into whose
possession this announcement comes are required by the Company to inform
themselves about, and to observe, such restrictions. Any failure to comply
with these restrictions may constitute a violation of securities laws of such
jurisdictions.
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 U.S.
Securities Act of 1933, as amended, 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.
General
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) or any previous announcement made by the Company is
incorporated into, or forms part of, this announcement.
Allenby Capital, which is authorised and regulated by the FCA in the United
Kingdom, is acting as Nominated Adviser and Joint Broker to the Company in
connection with the Placing. Allenby Capital will not be responsible to any
person other than the Company for providing the protections afforded to
clients of Allenby Capital or for providing advice to any other person in
connection with the Fundraising. Allenby Capital has not authorised the
contents of, or any part of, this announcement, and no liability whatsoever is
accepted by Allenby for the accuracy of any information or opinions contained
in this announcement or for the omission of any material information.
Dowgate Capital, which is authorised and regulated by the FCA in the United
Kingdom, is acting as Joint Broker to the Company in connection with the
Placing. Dowgate Capital will not be responsible to any person other than the
Company for providing the protections afforded to clients of Dowgate Capital
or for providing advice to any other person in connection with the
Fundraising. Dowgate Capital has not authorised the contents of, or any part
of, this announcement, and no liability whatsoever is accepted by Dowgate
Capital for the accuracy of any information or opinions contained in this
announcement or for the omission of any material information.
Certain figures contained in this announcement, including financial
information, have been subject to rounding adjustments. Accordingly, in
certain instances, the sum or percentage change of the numbers contained in
this announcement may not conform exactly with the total figure given.
All references to time in this announcement are to London time, unless
otherwise stated.
The FCA notification, made in accordance with the requirements of UK MAR, is
appended below.
Notification and public disclosure of transactions by persons discharging
managerial responsibilities and persons closely associated with them.
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name PDMRs:
1 Pat DeSouza*
2 Adrian Hargrave
* Investment by Water Intelligence plc a PCA of Pat DeSouza
2 Reason for the notification
a) Position/status See 1a) above
b) Initial notification /Amendment 1 Chairman
2 CEO
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name SEEEN PLC
b) LEI 213800RQVRMW2KRORN22
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 nominal value 0.1pence each
Identification code GB00BK6SHS41
b) Nature of the transaction Placing for New Ordinary Shares
c) Price(s) and volume(s) Price: 6 pence
Volumes:
1. 2,083,333
2. 583,333
d) Aggregated information N/A
- Aggregated volume
- Price
e) Date of the transaction 7 December 2022 to be completed 30 December 2022
f) Place of the transaction Outside a trading venue
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