REG - SigmaRoc PLC - REX Intermediaries Offer

SigmarocAnnouncement

22/11/2023 07:15

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RNS Number : 3017U  SigmaRoc PLC  22 November 2023

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

 

THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR MATERIALS RELATING TO THE REX
INTERMEDIARIES OFFER ARE ONLY BEING COMUNICATED TO, AND MAY ONLY BE ACTED UPON
BY, THOSE PERSONS IN THE UNITED KINGDOM FALLING WITHIN ARTICLE 43 OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMENDED (WHICH INCLUDES AN EXISTING MEMBER OF SIGMAROC PLC).  ANY INVESTMENT
OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO
SUCH PERSONS AND WILL BE ENGAGED IN ONLY WITH SUCH PERSONS. THIS ANNOUNCEMENT
IS FOR INFORMATION PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART OF ANY
OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO
PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF SIGMAROC PLC.

 

 

22 November 2023

 

SigmaRoc plc

 

REX Intermediaries Offer

 

SigmaRoc plc ("SigmaRoc" or the "Company") (AIM: SRC) is pleased to
announce an offer to its existing retail shareholders via the REX platform
(the "REX Intermediaries Offer") of new ordinary shares of 1 penny each in the
capital of the Company (the "REX Intermediaries Offer Shares").

 

In addition to the REX Intermediaries Offer, the Company is also conducting a
placing of new ordinary shares (the "Placing Shares" and together with the REX
Intermediaries Offer Shares, the "Fundraising Shares") through an accelerated
bookbuild process (the "Placing"). The price of the Fundraising Shares is
47.5p (the "Issue Price").

 

A separate announcement has been made regarding the Placing and its terms. For
the avoidance of doubt, the REX Intermediaries Offer is not part of the
Placing.

 

The REX Intermediaries Offer and the Placing are conditional on, the
Fundraising Shares being admitted to trading on the AIM market operated by the
London Stock Exchange plc ("Admission"). Admission is expected to take place
at 8.00 a.m. on 4 January 2024. Completion of the REX Intermediaries Offer
is conditional, inter alia, upon the completion of the Placing.

 

REX Intermediaries Offer

 

The Company values its retail shareholder base and believes that it is
appropriate to provide its existing retail shareholders in the United Kingdom
the opportunity to participate in the REX Intermediaries Offer via
participating financial intermediaries.

 

Therefore, the Company is making the REX Intermediaries Offer open to eligible
shareholders in the United Kingdom following release of this announcement.

 

 

The REX Intermediaries Offer is expected to close at short notice. Eligible
shareholders should note that financial intermediaries may have earlier
closing times.

 

At the time of this announcement the following intermediaries have confirmed
their participation in the REX Intermediaries Offer:

 

·    AJ Bell Securities Ltd

·    Hargreaves Lansdown Asset Management Limited

·    Interactive Investor Services Limited

 

Other retail brokers or wealth managers wishing to participate in the REX
Intermediaries Offer on behalf of existing retail shareholders, should contact
info@rexretail.com.

 

To be eligible to participate in the REX Intermediaries Offer, applicants must
be a customer of a participating intermediary and, as at the date hereof and
prior to placing an order for REX Intermediaries Offer Shares, must be a
shareholder of the Company.

 

Eligible shareholders wishing to subscribe for REX Intermediaries Offer Shares
should contact their broker or wealth manager who will confirm if they are
participating in the REX Intermediaries Offer.

 

There is a minimum subscription of £50 per investor. The terms and conditions
on which investors subscribe will be provided by the relevant financial
intermediaries including relevant commission or fee charges.

 

The Company reserves the right to scale back any order under the REX
Intermediaries Offer at its discretion. The Company reserves the right to
reject any application for subscription under the REX Intermediaries Offer
without giving any reason for such rejection.

 

It is vital to note that once an application for REX Intermediaries Offer
Shares has been made and accepted via an intermediary, it cannot be withdrawn.

 

The REX Intermediaries Offer Shares will, when issued, be credited as fully
paid and will rank pari passu in all respects with existing ordinary shares in
the capital of the Company ("Ordinary Shares") including the right to receive
all dividends and other distributions declared, made or paid after their date
of issue.

 

The REX Intermediaries Offer is an offer to subscribe for transferable
securities, the terms of which ensure that the Company is exempt from the
requirement to issue a prospectus under Regulation (EU) 2017/1129 as it forms
part of UK law by virtue of the European Union (Withdrawal) Act 2018 as
amended ("EUWA"). It is a term of the REX Intermediaries Offer that the
aggregate total consideration payable for the REX Intermediaries Offer Shares
will not exceed £5,000,000 (or the equivalent in Euros). The exemption from
the requirement to publish a prospectus in section 86(1)(e) of the Financial
Services and Markets Act 2000 (as amended), will apply to the REX
Intermediaries Offer. As such, there is no need for publication of a
prospectus pursuant to the Prospectus Regulation Rules of the Financial
Conduct Authority, or for approval of the same by the Financial Conduct
Authority.

The REX Intermediaries Offer is not being made into any jurisdiction other
than the United Kingdom.

 

No offering document, prospectus or admission document has been or will be
prepared or submitted to be approved by the Financial Conduct Authority (or
any other authority) in relation to the REX Intermediaries Offer, and
investors' commitments will be made solely on the basis of the information
contained in this announcement and information that has been published by or
on behalf of the Company prior to the date of this announcement by
notification to a Regulatory Information Service in accordance with the AIM
Rules for Companies, the Market Abuse Regulation (EU Regulation No. 596/2014)
("MAR") and MAR as it forms part of United Kingdom law by virtue of EUWA.

 

Investors should make their own investigations into the merits of an
investment in the Company. Nothing in this announcement amounts to a
recommendation to invest in the Company or amounts to investment, taxation or
legal advice.

 

It should be noted that a subscription for REX Intermediaries Shares and
investment in the Company carries a number of risks. Investors should take
independent advice from a person experienced in advising on investment in
securities such as the REX Intermediaries Offer Shares if they are in any
doubt.

 

An investment in the Company will place capital at risk. The value of
investments, and any income, can go down as well as up, so investors could get
back less than the amount invested.

 

Neither past performance nor any forecasts should be considered a reliable
indicator of future results.

 

For Further Information

 

 SigmaRoc plc                   T: +44 (0)207 002 1080

 Max Vermorken / Garth Palmer

 REX Retail

 Info@rexretail.com

 

Further information on the Company can be found on its website at
https://www.sigmaroc.com/

 

The Company's LEI is 213800Q3CJUERBGD1E44

 

This announcement should be read in its entirety. In particular, the
information in the "Important Notices" section of the announcement should be
read and understood.

 

Important Notices

 

The contents of this announcement have been prepared by and is the sole
responsibility of the Company.

 

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

 

The REX Intermediaries Offer Shares have not been and will not be registered
under the United States Securities Act of 1933, as amended (the "US Securities
Act"), or under the applicable securities laws of any state or other
jurisdiction of the United States, and may not be offered, sold, taken up,
resold, transferred or delivered, directly or indirectly, in or into the
United States, except pursuant to an applicable exemption from the
registration requirements of the US Securities Act and in compliance with the
securities laws of any relevant state or other jurisdiction of the United
States. There will be no public offering of the REX Intermediaries Offer
Shares in the United States. The REX Intermediaries Offer Shares are being
offered and sold only outside the United States in "offshore transactions" in
reliance on and in accordance with Regulation S ("Regulation S") under the US
Securities Act.

 

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.

 

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 subscribe
for, securities in the United States, Canada, Australia, New Zealand, the
Republic of South Africa, Japan, or in any jurisdiction in which such offer or
solicitation is unlawful. This announcement is not for publication or
distribution, directly or indirectly, in whole or in part, in or into the
United States, Canada, Australia, New Zealand, the Republic of South Africa or
Japan, nor in any country or territory where to do so may contravene local
securities laws or regulations. The distribution of this announcement (or any
part of it or any information contained within it) in other jurisdictions may
be restricted by law and therefore persons into whose possession this
announcement (or any part of it or any information contained within it) comes
should inform themselves about and observe any such restriction. Any failure
to comply with these restrictions may constitute a violation of the securities
law of any such jurisdictions. The REX Intermediaries Offer Shares have not
been and will not be registered under the US Securities Act nor under the
applicable securities laws of any state or other jurisdiction of the United
States or any province or territory of Canada, Australia, New Zealand, the
Republic of South Africa or Japan. Accordingly, the REX Intermediaries Offer
Shares may not be offered or sold directly or indirectly in or into the United
States, Canada, Australia, New Zealand, the Republic of South Africa or Japan
or to any resident of the United States, Canada, Australia, New Zealand, the
Republic of South Africa or Japan.

 

 

The distribution of this announcement may be restricted by law in certain
jurisdictions and persons into whose possession any document or other
information referred to herein comes should inform themselves about and
observe any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.

 

REX is a proprietary technology platform owned and operated by Peel Hunt LLP
(registered address at 7th Floor, 100 Liverpool Street, London EC2M 2AT; FRN
530083). Peel Hunt LLP ("Peel Hunt") is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively for the
Company and for no-one else and will not regard any other person (whether or
not a recipient of this announcement) as its client in relation to the REX
Intermediaries Offer and will not be responsible to anyone other than the
Company for providing the protections afforded to its clients, nor for
providing advice in connection with the REX Intermediaries Offer, Admission
and the other arrangements referred to in this announcement.

 

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

 

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

 

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

 

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

 

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

 

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

 

It is further noted that the REX Intermediaries Offer is only open to
investors in the United Kingdom who fall within Article 43 of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended
(which includes an existing member of the Company).

 

 

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