REG - SRT Marine Systems - PrimaryBid Offer

SRT Marine SystemsAnnouncement

23/06/2023 07:15

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RNS Number : 6647D  SRT Marine Systems PLC  23 June 2023

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR
IN PART, IN, INTO OR FROM, OR TO ANY PERSON LOCATED OR RESIDENT IN, THE UNITED
STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR
DISTRIBUTE THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW
PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR").

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE
OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION
OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF SRT MARTINE
SYSTEMS PLC.

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION
21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN
APPROVED BY PRIMARYBID LIMITED WHICH IS AUTHORISED AND REGULATED BY THE
FINANCIAL CONDUCT AUTHORITY (FRN 779021).

 

23 June 2023

 

SRT Marine Systems plc

("SRT" or the "Company")

PrimaryBid Offer

●   SRT announces a conditional offer for subscription of new Ordinary
Shares via PrimaryBid
(https://app.primarybid.com/?utm_source=rns&utm_medium=referral&utm_campaign=beth)
;

●   The Issue Price for the new Ordinary Shares is 50 pence per new
Ordinary Share, representing a discount of 13.79 per cent to the closing
mid-market price of the Company's existing Ordinary Shares on 22 June 2023;

●   Investors can access the PrimaryBid Offer through PrimaryBid's website
(https://app.primarybid.com/?utm_source=rns&utm_medium=referral&utm_campaign=beth)
and on PrimaryBid's app
(https://primarybid.com/uk/get-the-app/?utm_source=rns&utm_medium=referral&utm_campaign=beth)
;

●   Investors may also be able to take part through PrimaryBid's extensive
network of retail brokers, wealth managers and investment platforms, subject
to their participation;

●   Applications for new Ordinary Shares through these partners can be
made from tax efficient savings vehicles such as ISAs or SIPPs, as well as
General Investment Accounts (GIAs);

●   The PrimaryBid Offer is available to both existing shareholders and
new investors;

●   The new Ordinary Shares to be issued pursuant to the PrimaryBid Offer
and the Placing will be offered at the Issue Price;

●   There is a minimum subscription of £250 per investor in the
PrimaryBid Offer;

●   No commission will be charged by PrimaryBid on applications to the
PrimaryBid Offer.

PrimaryBid Offer

SRT Marine Systems (LON: SRT) a global provider of integrated maritime
surveillance systems and digital navigation safety transceivers is pleased to
announce, a conditional offer for subscription of new ordinary shares of 0.1
pence each in the capital of the Company ("Ordinary Shares") via PrimaryBid
(the "PrimaryBid Offer") at an issue price of 50 pence per new Ordinary Share
(the "Issue Price"), being a discount of 13.79 per cent to the closing
mid-market price of the Company's existing Ordinary Shares on 22 June 2023.
The Company is also conducting a placing of new Ordinary Shares at the Issue
Price by way of an accelerated bookbuilding process (the "Placing") as
announced earlier today.

The PrimaryBid Offer is conditional the new Ordinary Shares being issued
pursuant to the PrimaryBid Offer and the Placing being admitted to trading on
AIM ("Admission"). Admission is expected to take place at 8.00 a.m. on 30
June 2023. The PrimaryBid Offer will not be completed without the Placing also
being completed.

 

The Company will use the funds raised to fund working capital requirements
within the business alongside other sources of capital available to the
Company to enable the growth of both the systems and transceivers businesses.

Reason for the PrimaryBid Offer

While the Placing has been structured as a non-pre-emptive offer so as to
minimise cost and time to completion, the Company values its retail investor
base and is therefore pleased to provide retail investors with the opportunity
to participate in the PrimaryBid Offer.

Existing shareholders and new investors can access the PrimaryBid Offer
through PrimaryBid's website
(https://app.primarybid.com/?utm_source=rns&utm_medium=referral&utm_campaign=beth)
and on PrimaryBid's app
(https://primarybid.com/uk/get-the-app/?utm_source=rns&utm_medium=referral&utm_campaign=beth)
. Investors may also be able to take part through PrimaryBid's extensive
partner network of investment platforms, retail brokers and wealth managers,
subject to their participation. Applications for new Ordinary Shares through
these partners can be made from tax efficient savings vehicles such as ISAs or
SIPPs, as well as GIAs. The PrimaryBid app is available on the UK Apple App
Store and Google Play Store.

After consideration of the various options available to it, the Company
believes that the separate PrimaryBid Offer is in the best interests of
shareholders, as well as wider stakeholders in the Company.

The PrimaryBid Offer will open to investors resident and physically located in
the United Kingdom following the release of this Announcement. The PrimaryBid
Offer is expected to close at 4.30 p.m. on 26 June 2023 and may close early if
it is oversubscribed.

There is a minimum subscription amount of £250 per investor in the PrimaryBid
Offer.

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

Investors who apply for new Ordinary Shares through PrimaryBid's website or
PrimaryBid's app will not be charged any fee or commission by PrimaryBid. It
is vital to note that once an application for new Ordinary Shares has been
made and accepted via PrimaryBid, an application cannot be withdrawn.

Investors wishing to apply for new Ordinary Shares through their investment
platform, retail broker or wealth manager using their ISA, SIPP or GIA should
contact them for details of the process and any relevant fees or charges.

The new Ordinary Shares to be issued pursuant to the PrimaryBid Offer will be
issued free of all liens, charges and encumbrances and will, when issued and
fully paid, rank pari passu in all respects with the new Ordinary Shares to
be issued pursuant to the Placing and the Company's existing Ordinary Shares.

For further information on PrimaryBid or the PrimaryBid Offer
visit www.PrimaryBid.com
(https://app.primarybid.com/?utm_source=rns&utm_medium=referral&utm_campaign=beth)
or email PrimaryBid at enquiries@primarybid.com
(http://enquiries@primarybid.com) . The terms and conditions on which the
PrimaryBid Offer is made, including the procedure for application and payment
for new Ordinary Shares, are available to all persons who register with
PrimaryBid.

Brokers wishing to offer their customers access to the PrimaryBid Offer and
future PrimaryBid transactions, should contact partners@primarybid.com
(http://partners@primarybid.com) .

Enquiries

 SRT Marine Systems plc                                    www.srt-marine.com

 Simon Tucker (CEO)                                        +44 (0) 20 7036 1400

 Louise Coates (Marketing Manager)

 PrimaryBid Limited                                        enquiries@primarybid.com

 Nick Smith / James Deal

 finnCap Ltd (Nominated Adviser & Broker)                  +44 (0) 20 7220 0500

 Jonny Franklin-Adams / Teddy Whiley (Corporate Finance)

 Tim Redfern / Charlotte Sutcliffe (ECM)

 

Important notices

It is a term of the PrimaryBid Offer that the aggregate value of the new
Ordinary Shares available for subscription at the Issue Price does not exceed
£750,000. Accordingly, the PrimaryBid Offer is offered under the exemptions
from the need for a prospectus allowed under the FCA's Prospectus Regulation
Rules. As such, there is no need for publication of a prospectus pursuant to
the Prospectus Regulation Rules, or for approval of the same by the Financial
Conduct Authority (as competent authority under Regulation (EU) 2017/1129 as
it forms part of retained EU law as defined in the European Union (Withdrawal)
Act 2018).

The PrimaryBid Offer is not being made into the United States, Australia,
Canada, New Zealand, the Republic of South Africa, Japan or any other
jurisdiction where it would be unlawful to do so.

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 (the "Securities Act"), and may not be
offered, sold, subscribed, taken up or delivered to U.S. persons (as defined
under Regulation S), or transferred, directly or indirectly, in the United
States absent registration under the Securities Act or an available exemption
from, or in a transaction not subject to, the registration requirements of the
Securities Act and the securities laws of any other jurisdiction of the United
States. The new Ordinary Shares are being offered and sold only outside the
United States in "Offshore Transactions" within the meaning of, and in
accordance with, Regulation S under the Securities Act and otherwise in
accordance with applicable laws. No public offering of the shares referred to
herein is being made in the United States, United Kingdom, Australia, Canada,
New Zealand, the Republic of South Africa, Japan or elsewhere.

This Announcement and the information contained herein, is restricted and is
not for publication, release or distribution, directly or indirectly, in whole
or in part, in or into or from the United States, Australia, Canada, New
Zealand, the Republic of South Africa, Japan or any other jurisdiction in
which such publication, release or distribution would be unlawful.  Further,
this Announcement is for information purposes only and is not an offer of
securities in any jurisdiction.

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 new Ordinary Shares and investment
in the Company carries a number of risks. Investors should consider the risk
factors set out on www.PrimaryBid.com
(https://app.primarybid.com/?utm_source=rns&utm_medium=referral&utm_campaign=beth)
and the PrimaryBid app before making a decision to subscribe for new Ordinary
Shares. Investors should take independent advice from a person experienced in
advising on investment in securities such as the new Ordinary Shares if they
are in any doubt.

 

END

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