REG - SRT Marine Systems - Retail Offer

SRT Marine SystemsAnnouncement

21/12/2023 07:15

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RNS Number : 5351X  SRT Marine Systems PLC  21 December 2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, TO US PERSONS OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA,
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.

THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR MATERIALS
RELATING TO THE RETAIL OFFER AS A FINANCIAL PROMOTION IS ONLY BEING MADE 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 SRT
MARINE SYSTEMS PLC). ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND WILL BE ENGAGED IN
ONLY BY SUCH PERSONS. 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 MARINE SYSTEMS PLC.

SRT MARINE SYSTEMS PLC

Retail Offer

The Board of SRT MARINE SYSTEMS PLC (the "Company") is pleased to announce a
retail offer via BookBuild (the "Retail Offer") of new ordinary shares of
0.1p each ("Ordinary Shares") in the capital of the Company (the "Retail
Shares") at an issue price of 35 pence per New Ordinary Share (as defined
below) (the "Issue Price").

In addition to the Retail Offer, the Company is also conducting a Subscription
and Placing of new ordinary shares (the "Subscription Shares", "Placing
Shares" and together with the Retail Shares, the "New Ordinary Shares") at the
Issue Price (the "Subscription", the "Placing" and together with the Retail
Offer, the "Fundraising"). A separate announcement has been made regarding the
Subscription and Placing and its terms. For the avoidance of doubt, the Retail
Offer is not part of the Subscription and Placing. Full details of the
Fundraising, including the background to and reasons for the Subscription and
Placing and the Retail Offer is included in the separate announcement released
by the Company this morning at 7:00 a.m.

The Issue Price represents a discount of approximately 15.6 per cent to the
closing share price of 41.5 pence per Existing Ordinary Share on 20 December
2023.

The Retail Offer is conditional on the First Subscription becoming effective,
the passing of the Placing Resolutions and Second Admission. Admission of the
New Ordinary Shares pursuant to the Retail Offer is expected to take place
at 8:00 a.m. on 16 January 2024. Completion of the Retail Offer is
conditional, inter alia, upon the Placing Resolutions being duly passed by
Shareholders at the General Meeting to be held at 10:00 a.m. at the offices of
CMS Cameron McKenna Nabarro Olswang LLP, Cannon Place, 78 Cannon Street,
London, EC4N 6AF on 15 January 2024.

The net proceeds of the Fundraising will strengthen the Company's balance
sheet and enable the growth of both the systems and transceivers businesses.

 

Expected Timetable in relation to the Retail Offer

 Retail Offer opens                                            7:05 a.m. 21 Dec 2023
 Latest time and date for commitments under the Retail Offer   8:00 a.m. 28 Dec 2023
 Results of the Retail Offer announced                         28 Dec 2023
 Admission and dealings in New Ordinary Shares issued          8.00 a.m. on 16 Jan 2024

pursuant to the Retail Offer commence

Any changes to the expected timetable set out above will be notified by the
Company through a Regulatory Information Service. References to times are to
London times unless otherwise stated.

Dealing Codes

 Ticker                         SRT
 ISIN for the Ordinary Shares   GB00B0M8KM36
 SEDOL for the Ordinary Shares  B0M8KM3

Retail Offer

The Company values its retail shareholder base, which has supported the
Company alongside institutional investors since IPO. Given the support of
retail shareholders, the Company believes that it is appropriate to provide
its retail shareholders in the United Kingdom the opportunity to participate
in the Retail Offer. The Company is therefore making the Retail Offer
available in the United Kingdom through the financial intermediaries which
will be listed, subject to certain access restrictions, on the following
website: https://www.bookbuild.live/deals/N1NGK7/authorised-intermediaries
(https://www.bookbuild.live/deals/N1NGK7/authorised-intermediaries)

Cavendish Securities PLC will be acting as retail offer coordinator in
relation to this Retail Offer (the "Retail Offer Coordinator").

Existing retail shareholders can contact their broker or wealth manager
("Intermediary") to participate in the Retail Offer. In order to participate
in the Retail Offer, each intermediary must be on-boarded onto the BookBuild
platform and agree to the final terms and the retail offer terms and
conditions, which regulate, inter alia, the conduct of the Retail Offer on
market standard terms and provide for the payment of commission to any
intermediary that elects to receive a commission and/or fee (to the extent
permitted by the FCA Handbook Rules) from the Retail Offer Coordinator (on
behalf of the Company).

Any expenses incurred by any intermediary are for its own account. Investors
should confirm separately with any intermediary whether there are any
commissions, fees or expenses that will be applied by such intermediary in
connection with any application made through that intermediary pursuant to the
Retail Offer.

The Retail Offer will be open to eligible investors in the United Kingdom
at 7:05 a.m. 21 Dec 2023. The Retail Offer is expected to close at 8.00 a.m.
on 28 Dec 2023. Investors should note that financial intermediaries may have
earlier closing times. The Retail Offer may close early if it is
oversubscribed.

If any intermediary has any questions about how to participate in the Retail
Offer on behalf of existing retail shareholders, please contact the Retail
Offer Coordinator or BookBuild at email: support@bookbuild.live.

The Retail Offer the subject of this announcement is and will, at all times,
only be made to, directed at and may only be acted upon by those persons who
are, shareholders in the Company. To be eligible to participate in the Retail
Offer, applicants must meet the following criteria before they can submit an
order for Retail Shares: (i) be a customer of one of the participating
intermediaries listed on the above website; (ii) be resident in the United
Kingdom and (iii) be a shareholder in the Company (which may include
individuals aged 18 years or over, companies and other bodies corporate,
partnerships, trusts, associations and other unincorporated organisations and
includes persons who hold their shares in the Company directly or indirectly
through a participating intermediary). For the avoidance of doubt, persons
who only hold CFDs, Spreadbets and/or similar derivative instruments in
relation to shares in the Company are not eligible to participate in the
Retail Offer.

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

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

The New Ordinary Shares will, when issued, be credited as fully paid and will
rank pari passu in all respects with Existing Ordinary Shares including the
right to receive all dividends and other distributions declared, made or paid
after their date of issue.

The Retail 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. It is a term of the Retail
Offer that the aggregate total consideration payable for the Retail Shares
will not exceed £0.5 million (or the equivalent in Euros). The exemption
from the requirement to publish a prospectus, set out in section 86(1)(e) of
the Financial Services and Markets Act 2000 (as amended), will apply to the
Retail Offer.

The Retail Offer is not being made into any jurisdiction other than the United
Kingdom or to US Persons (as defined in Regulation S of the US Securities Act
1933, as amended).

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 Retail 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 Financial Conduct
Authority's Disclosure Guidance and Transparency Rules and the Market Abuse
Regulation (EU Regulation No. 596/2014) ("MAR") as it forms part of United
Kingdom law by virtue of the European Union (Withdrawal) Act 2018 (as
amended).

There is a minimum subscription of £250.00 per investor under the terms of
the Retail Offer which is open to investors in the United Kingdom subscribing
via the intermediaries which will be listed, subject to certain access
restrictions, on the following
website: https://www.bookbuild.live/deals/N1NGK7/authorised-intermediaries
(https://www.bookbuild.live/deals/N1NGK7/authorised-intermediaries)

There is no maximum application amount to apply in the Retail Offer. The terms
and conditions on which investors subscribe will be provided by the relevant
financial intermediaries including relevant commission or fee charges.

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 Retail 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
Retail Shares if they are in any doubt.

For further information, please contact:

 Contacts:
 SRT Marine Systems plc                                                      www.srt-marine.com (http://www.srt-marine.com)

                                                                             + 44 (0) 1761 409500

 Simon Tucker (CEO)                                                          simon.tucker@srt-marine.com (mailto:simon.tucker@srt-marine.com)
 Louise Coates (Marketing Manager)                                           louise.coates@srt-marine.com (mailto:louise.coates@srt-marine.com)

 Cavendish Capital Markets Limited
 Jonny Franklin-Adams / Teddy Whiley / George Dollemore (Corporate Finance)  +44 (0) 20 7220 0500
 Tim Redfern, Harriet Ward (ECM)

 

About SRT Marine Systems plc:

SRT develops, manufactures and supplies maritime tracking technology and
turn-key system solutions to marine stakeholders across the globe with a
particular expertise in AIS. The Company's products and solutions are used by
individual vessel owners, port authorities, maritime infrastructure owners,
coast guards and national security agencies to enhance their maritime domain
awareness. Applications include the tracking of commercial and leisure
vessels; sustainable fishery; anti-collision; search and rescue; waterway
management, port and coast security; pollution management; and environmental
management.

The Company's LEI is 2138002DF3KFXL472938

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

This 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, 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 Retail Shares have not been and will not be registered under the US
Securities Act of 1933, as amended (the "US Securities Act") or under the
applicable state securities laws of the United States and may not be offered
or sold directly or indirectly in or into the United States or to or for the
account or benefit of any US person (within the meaning of Regulation S under
the US Securities Act) (a "US Person"). No public offering of the Retail
Shares is being made in the United States. The Retail Shares are being
offered and sold outside the United States in "offshore transactions", as
defined in, and in compliance with, Regulation S under the US Securities Act.
In addition, the Company has not been, and will not be, registered under the
US Investment Company Act of 1940, as amended.

This announcement does not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for Retail Shares in the United
States, Australia, Canada, Japan, the Republic of South Africa, any member
state of the EEA or any other jurisdiction in which such offer or solicitation
is or may be unlawful. No public offer of the securities referred to herein is
being made in any such jurisdiction.

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.

Cavendish Securities PLC ("Cavendish") 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
Retail Offer and will not be responsible to anyone other than the Company for
providing the protections afforded to its clients, nor for providing advice in
connection with the Retail Offer, Admission and the other arrangements
referred to in this announcement.

The value of Ordinary Shares and the income from them is not guaranteed and
can fall as well as rise due to stock market and currency 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. Each
of the Company and Cavendish expressly disclaims 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 Cavendish, 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. Each of Cavendish, and its affiliates, accordingly disclaims all
and any liability whether arising in tort, contract or otherwise which it
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 Retail Shares to be issued or sold pursuant to the Retail Offer will not
be admitted to trading on any stock exchange other than the London Stock
Exchange.

UK Product Governance Requirements

Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK MiFIR Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK MiFIR Product Governance
Requirements) may otherwise have with respect thereto, the Retail Shares have
been subject to a product approval process, which has determined that the
Retail Shares 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 paragraphs 3.5 and 3.6 of COBS;
and (ii) eligible for distribution through all permitted distribution channels
(the "Target Market Assessment").

Notwithstanding the Target Market Assessment, distributors should note that:
the price of the Retail Shares may decline and investors could lose all or
part of their investment; the Retail Shares offer no guaranteed income and no
capital protection; and an investment in the Retail 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 any
contractual, legal or regulatory selling restrictions in relation to the
Retail Offer.

For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Chapters 9A or 10A respectively of COBS; 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 Retail Shares. Each distributor is
responsible for undertaking its own target market assessment in respect of the
Retail Shares and determining appropriate distribution channels.

EU Product Governance Requirements

Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Retail Shares have
been subject to a product approval process, which has determined that the
Retail Shares 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 "EU Target Market Assessment"). Notwithstanding the EU Target Market
Assessment, distributors should note that: the price of the Retail Shares may
decline and investors could lose all or part of their investment; the Retail
Shares offer no guaranteed income and no capital protection; and an investment
in the Retail 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 EU Target Market
Assessment is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the Retail Offer.

For the avoidance of doubt, the EU 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 Retail Shares. Each distributor is responsible for undertaking
its own target market assessment in respect of the Retail Shares and
determining appropriate distribution channels.

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