REG - SRT Marine Systems - Retail Offer

SRT Marine SystemsAnnouncement

Mon 16:45

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RNS Number : 2615A  SRT Marine Systems PLC  13 April 2026

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY,  IN OR INTO 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 CONTENT OF THIS ANNOUNCEMENT, WHICH HAS BEEN PREPARED BY AND IS THE SOLE
RESPONSIBILITY OF THE COMPANY, HAS BEEN APPROVED BY CAVENDISH CAPITAL MARKETS
LIMITED, WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY,
SOLELY FOR THE PURPOSES OF SECTION 21(2)(B) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (AS AMENDED).

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.

TERMS NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANINGS GIVEN TO THEM IN
THE COMPANY'S ANNOUNCEMENT EARLIER RELEASED TODAY.

13 April 2026

SRT MARINE SYSTEMS PLC

("SRT" or the "Company")

Retail Offer

The Board of SRT Marine Systems plc (the "Company") is pleased to announce a
retail offer via the BookBuild Platform (the "Retail Offer") of up to
1,219,512 new ordinary shares of 0.1 pence each ("Ordinary Shares") in the
capital of the Company (the "Retail Offer Shares") to raise up to £1.0
million at an issue price of 82.0 pence per New Ordinary Share (as defined
below) (the "Issue Price").

In addition to the Retail Offer, the Company is also conducting a Placing and
Subscription of new Ordinary Shares (the new Ordinary Shares to be issued
pursuant to the Placing, the Subscription and the Retail Offer, together the
"New Ordinary Shares") at the Issue Price (the "Placing", the "Subscription"
and the Retail Offer together, the "Fundraising"). A separate announcement has
been made regarding the Placing and Subscription and their terms. For the
avoidance of doubt, the Retail Offer is not part of the Placing or
Subscription.

The net proceeds of the Fundraising, including the Retail Offer, will be used
by the Company to further strengthen its balance sheet, to accelerate product
development and to support new contract conversion and delivery. Full details
of the Fundraising, including the background to and reasons for the Placing,
the Subscription and the Retail Offer are included in the separate
announcement released by the Company earlier today.

The Issue Price represents a discount of approximately 5.75 per cent. to the
closing share price of 87 pence per existing Ordinary Share on 10 April
2026.

The Retail Offer is conditional on, amongst other things, Admission. Admission
of the Retail Offer Shares is expected to take place at 8:00 a.m. on 17 April
2026.

Expected Timetable in relation to the Retail Offer

 Retail Offer opens                                            13 April 2026
 Latest time and date for commitments under the Retail Offer   12:00 p.m. 15 April 2026
 Results of the Retail Offer announced                         15 April 2026
 Admission and dealings commence in Retail Offer Shares        17 April 2026

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/GQVG2Q/authorised-intermediaries
(https://www.bookbuild.live/deals/GQVG2Q/authorised-intermediaries)

Cavendish Capital Markets Limited 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 5:00 p.m. on 13 April 2026. The Retail Offer is expected to close
at 12:00 p.m. on 15 April 2026. 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 the BookBuild Platform at email: support@bookbuild.live
(mailto: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 Offer 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 Offer 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 offered in the United Kingdom under an exemption from the
prohibition of public offers specified in Part 1 of Schedule 1 of the Public
Offers and Admissions to Trading Regulations 2024.

The Retail Offer is not being made into any jurisdiction other than the United
Kingdom nor to any U.S. 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 rules for AIM companies
and their nominated advisers issued by the London Stock Exchange, the
Financial Conduct Authority's Disclosure Guidance and Transparency Rules and
the Market Abuse Regulation (EU Regulation No. 596/2014)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/GQVG2Q/authorised-intermediaries
(https://www.bookbuild.live/deals/GQVG2Q/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 Offer 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 Offer Shares if they are in any doubt.

Key Investment Risks

The Retail Offer may involve a significant degree of risk including loss of
capital, rarity of dividends, lack of liquidity and potential for dilution and
should only be done as part of a diversified portfolio. The value of an
investment and the income from it could go down as well as up. The return of
your investment is not guaranteed, and you may get back less than you
originally invested. Past performance is not an indicator of future
performance. Suffering a loss on your investment is always a possibility.
Capital is at risk.

The potential gains and losses that may arise from your investments will
depend on your appetite for risk and how you manage your approach to risk.
Investing all your money into one type of investment can be a high-risk
strategy and concentrate risks to which you and that type of investment may be
exposed. A managed approach to risk may be to diversify the investments you
make across different companies' securities and different asset classes.

Cavendish Capital Markets Limited ("Cavendish") acted as bookrunner in
connection with the Placing.

The person responsible for arranging the release of this announcement on
behalf of the Company is Richard Hurd, Chief Financial Officer and Secretary
of the Company.

 

 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)
 Kevin Finn (Chairman)                                                  kevin.finn@srt-marine.com (mailto:kevin.finn@srt-marine.com)

 Nora Alakshan (Corporate Communications Manager)                       nora.alakshan@srt-marine.com (mailto:nora.alakshan@srt-marine.com)

 Julian Collett (Director of Capital Markets Strategy)                  julian.collett@srt-marine.com (mailto:julian.collett@srt-marine.com)

 Cavendish Capital Markets Limited (NOMAD & Broker)
 Jonny Franklin-Adams / Teddy Whiley / Finn Gordon (Corporate Finance)  +44 (0) 20 7220 0500
 Sunila de Silva (Corporate Broking)

 Boscobel & Partners (Media Contact)                                    SRTMarine@boscobelandpartners.com (mailto:SRTMarine@boscobelandpartners.com)
 George Trefgarne / Tabitha Owers                                       +44 (0) 20 3642 1310

 

About SRT Marine Systems plc:

SRT Marine Systems PLC ("SRT") is a global provider of civil defence maritime
intelligence and surveillance systems, as well as navigation safety and
efficiency solutions. Our systems provide MDA intelligence that enables
sovereign agencies such as coast guards and fishery authorities to adopt a new
nationwide intelligence-led operations doctrine which is highly effective and
efficient for maritime safety and security. Our navigation safety systems
enable vessel operators to navigate digitally more safely and efficiently. Our
customers range from government agencies such as coast guards, fishery
authorities and ports & waterway authorities, to commercial and leisure
vessel owners.

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

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, in whole or in part, directly or indirectly, in
or into 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 Offer Shares have not been and will not be registered under the US
Securities Act of 1933, as amended (the "US Securities Act") or with any
securities regulatory authority of any state or other jurisdiction of the
United States, and therefore may not be offered, sold or transferred, directly
or indirectly, in or into the United States except pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the
US Securities Act and in compliance with any applicable securities laws of any
state or other jurisdiction of the United States and the laws of any other
applicable jurisdiction. No public offering of the Retail Offer Shares is
being made in the United States. The Retail Offer Shares are being offered
and sold only outside of the United States in "offshore transactions", within
the meaning of, and in accordance with, Regulation S under the US Securities
Act.

This announcement is for information purposes only and does not constitute an
offer to sell or issue or a solicitation of an offer to buy or subscribe for
Retail Offer 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 Capital Markets Limited ("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 Shares
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 Offer 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 Offer Shares
have been subject to a product approval process, which has determined that the
Retail Offer 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 the
Conduct of Business Sourcebook ("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 Offer Shares may decline and investors could lose all
or part of their investment; the Retail Offer Shares offer no guaranteed
income and no capital protection; and an investment in the Retail Offer 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 Offer Shares. Each distributor is
responsible for undertaking its own target market assessment in respect of the
Retail Offer Shares and determining appropriate distribution channels.

EU Product Governance Requirements

Solely for the purposes of the product governance requirements contained in:
(a) EU Directive 2014/65/EU on markets in financial instruments, as amended
("EU MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU)
2017/593 supplementing EU MiFID II; and (c) local implementing measures
(together, the "EU 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 EU MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Retail Offer Shares
have been subject to a product approval process, which has determined that the
Retail Offer 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 EU MiFID II; and (ii) eligible for
distribution through all permitted distribution channels as are permitted by
EU MiFID II (the "EU Target Market Assessment"). Notwithstanding the EU Target
Market Assessment, distributors should note that: the price of the Retail
Offer Shares may decline and investors could lose all or part of their
investment; the Retail Offer Shares offer no guaranteed income and no capital
protection; and an investment in the Retail Offer 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 EU 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 Offer Shares. Each distributor is responsible for
undertaking its own target market assessment in respect of the Retail Offer
Shares and determining appropriate distribution channels.

 

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