REG - SRT Marine Systems - Subscription, Placing and Retail Offer
21/12/2023 07:15
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RNS Number : 5315X SRT Marine Systems PLC 21 December 2023
THIS ANNOUNCEMENT, INCLUDING THE APPENDIX, AND THE INFORMATION CONTAINED
HEREIN, IS RESTRICTED AND NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES
OF AMERICA, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY
OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE IN THE APPENDIX TO THIS
ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET
ABUSE REGULATION (EU) 596 / 2014 WHICH FORMS PART OF UK LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"). IN ADDITION, MARKET SOUNDINGS
(AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED
IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF
SUCH INSIDE INFORMATION, AS PERMITTED BY MAR. UPON THE PUBLICATION OF THIS
ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC
DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE
INFORMATION.
21 December 2023
SRT MARINE SYSTEMS PLC
("SRT" or the "Company")
Subscription and Placing to raise up to £10.0 million,
Retail Offer to raise up to £0.5 million, all at 35 pence per Ordinary Share
and
Notice of General Meeting
SRT, the AIM-quoted developer and supplier of maritime surveillance systems
and navigation safety products, announces a strategic investment and
conditional fundraising of up to approximately £10.5 million (before
expenses) comprising a Subscription, Placing and Retail Offer (together the
"Fundraising"). The net proceeds of the Fundraising are expected to fund
working capital to strengthen the Company's balance sheet and facilitate the
growth of both the surveillance systems and navigation transceivers
businesses, with the outlook for these business as expected and reported in
the Company's half year report on 20(th) November 2023.
Certain defined terms used herein are set out in Appendix III to this
Announcement.
The Company has placed 8,571,576 new ordinary shares of 0.1 pence each
("Ordinary Shares") in the capital of the Company (the "Placing Shares") at a
price of 35 pence per Placing Share (the "Issue Price") to raise approximately
£3.0 million (before expenses) (the "Placing").
Additionally, the Company has raised £7.0 million by way of a subscription
agreement entered into between the Company and the Strategic Investor (the
"Subscription Agreement"). The Strategic Investor has committed to
participating in the Fundraising and will subscribe under the terms of the
Subscription Agreement for, in aggregate, 20,000,000 New Ordinary Shares at
the Issue Price (the "Subscription" and "the Subscription Shares").
The Company intends to allot the Subscription Shares in two tranches, whereby:
1. 19,226,000 Subscription Shares will be issued and allotted using
the Company's existing share allotment authorities granted at the 2023 AGM
(the "First Subscription Shares" and the "First Subscription"); and
2. the remaining 774,000 Subscription Shares will be issued and
allotted subject to the Placing Resolutions being duly passed at the General
Meeting to be held on 15 January 2024 (the "Second Subscription Shares" and
the "Second Subscription").
In addition to the Subscription and the Placing, existing Shareholders will be
given the opportunity to subscribe for, in aggregate, up to 1,428,571 New
Ordinary Shares via the Bookbuild Platform (the "Retail Shares", together with
the Placing Shares and the Subscription Shares, the "New Ordinary Shares") at
the Issue Price by way of a retail offer to raise up to approximately £0.5
million (before expenses) (the "Retail Offer"). A separate announcement will
be made regarding the Retail Offer and its terms. The Subscription and the
Placing are not conditional upon the Retail Offer. For the avoidance of
doubt the Retail Offer forms no part of the Subscription or the Placing.
The Company intends to publish and send a shareholder circular and notice of
General Meeting (the "Circular") to Shareholders in connection with the
Resolutions and the Fundraising on or around 22 December 2023.
Highlights:
· Fundraising with new and existing investors to raise
approximately £10.0 million (before expenses) through the issue of 28,571,576
New Ordinary Shares at the Issue Price and a Retail Offer to be made available
to existing shareholders for up to 1,428,571 New Ordinary Shares to be
subscribed for at the Issue Price to raise up to £0.5 million.
· Of the expected proceeds of the Fundraising, approximately £7.0
million is being invested by way of a direct Subscription to the Company by
the Strategic Investor (Ocean Infinity), a highly reputable marine technology
company founded in 2017 with more than 500 global employees located across the
US, Canada, UK, Portugal, Sweden, Norway, Australia, New Zealand and
Singapore. Further information about the Strategic Investor and the Strategic
Investment is set out in paragraph 4 of the section below.
· The net proceeds of the Fundraising will be used to strengthen
the Company's balance sheet and facilitate the growth of both the systems and
transceivers businesses.
· Assuming full take-up of the Retail Offer, the New Ordinary
Shares will represent approximately 13.48 per cent. of the Enlarged Share
Capital.
· The Issue Price represents a discount of approximately 15.6 per
cent. to the closing mid-market price of 41.5 pence per existing Ordinary
Share on 20 December 2023, being the Latest Practicable Date.
· The Company will allot its maximum authorities of 19,226,000 New
Ordinary Shares under the First Admission, all of which are being taken up by
Ocean Infinity as part of the Subscription.
· The Company requires further Shareholder authorities in order to
issue and allot the Second Subscription Shares, the Placing Shares and the
Retail Shares. The Second Subscription, the Placing and the Retail Offer are
therefore 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. A detailed timetable of events is
set out in Appendix I to this Announcement.
· The First Admission will consist of 19,226,000 First Subscription
Shares. The Second Admission will consist of 774,000 Second Subscription
Shares, 8,571,576 Placing Shares and up to 1,428,571 Retail Shares.
Simon Tucker, CEO of SRT, commented:
"SRT has pioneered the next generation of advanced digital technologies and
systems for maritime surveillance, vessel monitoring and navigation safety,
and become the established global leader in this growing market. We were
pleased to receive an approach from Ocean Infinity, and subsequent synergistic
investment alongside other existing shareholders. Both companies share a
common vision for the future of maritime domain awareness, are leaders in our
respective fields and have directly complementary skills and technologies.
This synergy, combined with this significant investment both facilitates our
existing business and creates new opportunities for us to optimise the growing
global MDA market potential."
Oliver Plunkett, CEO of Ocean Infinity, commented:
"Ocean Infinity is at the forefront of robotic technology deployed to gather
data from the oceans. Creating a close and proactive relationship with SRT
allows us together to offer clients a complete data solution, from acquisition
to insights, for managing and securing coastal territories and beyond."
Cavendish Capital Markets Limited ("Cavendish") acted as Bookrunner in
connection with the Placing. Blackdown Partners Limited ("Blackdown") acted as
Advisor to Ocean Infinity Inc.
The Company intends to publish and send the Circular to Shareholders on 22
December 2023. The Circular will also be available on the investor section of
the Company's website (www.srt-marine.com) once published.
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)
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)
Blackdown Partners, Advisor to Ocean Infinity +44 203 807 8484
Julian Collett
About SRT Marine Systems plc:
SRT is a global leader in the development and provision of next generation
digital maritime surveillance and navigation safety technologies and systems.
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.
This Announcement should be read in its entirety including the appendices. In
particular, you should read and understand the information provided in the
"Important Notices" section of this Announcement.
IMPORTANT NOTICES
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT IS DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE
THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS
PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN
A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS AS
DEFINED IN ARTICLE 2(e) OF REGULATION (EU) 2017/1129 (THE "EU PROSPECTUS
REGULATION"); (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS DEFINED IN
ARTICLE 2(e) OF REGULATION (EU) 2017/1129 AS IT FORMS PART OF UNITED KINGDOM
DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK
PROSPECTUS REGULATION") WHO; (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED
(THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a)
TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE
ORDER; AND (3) OTHERWISE, PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO
COMMUNICATE IT TO (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON
BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN SRT MARINE SYSTEMS PLC.
THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "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 (INCLUDING
ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE
DISTRICT OF COLUMBIA) (THE "UNITED STATES" OR THE "US") EXCEPT PURSUANT TO
AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE
PLACING 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 SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH
APPLICABLE LAWS. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED
STATES OR ELSEWHERE.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE
REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT IS
NOT AN OFFER OF SECURITIES FOR SALE OR SUBSCRIPTION INTO THE UNITED STATES.
The distribution of this Announcement and/or the Placing and/or issue of the
Placing Shares in certain jurisdictions may be restricted by law. No action
has been taken by the Company, finnCap, Shore Capital, MC Services or any of
their respective affiliates, agents, directors, officers, consultants,
partners or employees ("Representatives") that would permit an offer of the
Placing Shares or possession or distribution of this Announcement or any other
offering or publicity material relating to such Placing Shares in any
jurisdiction where action for that purpose is required. Persons into whose
possession this Announcement comes are required by the Company, finnCap, Shore
Capital and MC Services to inform themselves about and to observe any such
restrictions.
This Announcement or any part of it is for information purposes only and does
not constitute or form part of any offer to issue or sell, or the solicitation
of an offer to acquire, purchase or subscribe for, any securities in the
United States, Australia, Canada, the Republic of South Africa or Japan or any
other jurisdiction in which the same would be unlawful. No public offering of
the Placing Shares is being made in any such jurisdiction.
All offers of the Placing Shares in the United Kingdom or the EEA will be made
pursuant to an exemption from the requirement to produce a prospectus under
the UK Prospectus Regulation. In the United Kingdom, this Announcement is
being directed solely at persons in circumstances in which section 21(1) of
the Financial Services and Markets Act 2000 (as amended) does not require the
approval of the relevant communication by an authorised person.
The relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada, no prospectus
has been lodged with, or registered by, the Australian Securities and
Investments Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained from the South Africa
Reserve Bank or any other applicable body in the Republic of South Africa in
relation to the Placing Shares; and the Placing Shares have not been, nor will
they be, registered under or offered in compliance with the securities laws of
any state, province or territory of the United States, Australia, Canada, the
Republic of South Africa or Japan. Accordingly, the Placing Shares may not
(unless an exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or into the
United States, Australia, Canada, the Republic of South Africa or Japan or any
other jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of this
Announcement should seek appropriate advice before taking any such action.
This Announcement may contain, or may be deemed to contain, "forward-looking
statements" with respect to certain of the Company's plans and its current
goals and expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results. Forward-looking
statements sometimes use words such as "aim", "anticipate", "target",
"expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may",
"could", "outlook" or other words of similar meaning. By their nature, all
forward-looking statements involve risk and uncertainty because they relate to
future events and circumstances which are beyond the control of the Company,
including amongst other things, United Kingdom domestic and global economic
business conditions, market-related risks such as fluctuations in interest
rates and exchange rates, the policies and actions of governmental and
regulatory authorities, the effect of competition, inflation, deflation, the
timing effect and other uncertainties of future acquisitions or combinations
within relevant industries, the effect of tax and other legislation and other
regulations in the jurisdictions in which the Company and its affiliates
operate, the effect of volatility in the equity, capital and credit markets on
the Company's profitability and ability to access capital and credit, a
decline in the Company's credit ratings; the effect of operational risks; and
the loss of key personnel. As a result, the actual future financial condition,
performance and results of the Company may differ materially from the plans,
goals and expectations set forth in any forward-looking statements. Any
forward-looking statements made in this Announcement by or on behalf of the
Company speak only as of the date they are made. Except as required by
applicable law or regulation, the Company expressly disclaims any obligation
or undertaking to publish any updates or revisions to any forward-looking
statements contained in this Announcement to reflect any changes in the
Company's expectations with regard thereto or any changes in events,
conditions or circumstances on which any such statement is based.
Cavendish is authorised and regulated by the Financial Conduct Authority
(the "FCA") in the United Kingdom and is acting exclusively for the Company
and no one else in connection with the Placing or any other matters referred
to in this Announcement, and Cavendish will not be responsible to anyone other
than the Company for providing the protections afforded to its clients or for
providing advice in relation to the Placing or any other matters referred to
in this Announcement.
Blackdown Partners Limited ("Blackdown Partners") is authorised and regulated
by the FCA in the United Kingdom and is acting exclusively for Ocean Infinity
and no one else in connection with any matters referred to in this
Announcement, and Blackdown Partners will not be responsible to anyone other
than Ocean Infinity for providing the protections afforded to its clients or
for providing advice in relation to any matters referred to in this
Announcement.
No representation or warranty, express or implied, is or will be made as to,
or in relation to, and no responsibility or liability is or will be accepted
by Cavendish or by any of its respective Representatives as to, or in relation
to, the accuracy or completeness of this Announcement or any other written or
oral information made available to or publicly available to any interested
party or its advisers, and any liability therefor is expressly disclaimed.
No statement in this Announcement is intended to be a profit forecast or
estimate, and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of the Company.
The price of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the shares. Past performance is no guide to future performance, and persons
needing advice should consult an independent financial adviser.
The New Ordinary Shares to be issued pursuant to the Fundraising will not be
admitted to trading on any stock exchange other than the AIM market of the
London Stock Exchange.
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.
Information to Distributors
Solely for the purposes of the product governance requirements contained
within Chapter 3 of the FCA Handbook Production Intervention and Product
Governance Sourcebook (the "UK 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 Product
Governance Requirements) may otherwise have with respect thereto, the New
Ordinary Shares have been subject to a product approval process, which has
determined that such securities are: (i) compatible with an end target market
of investors who meet the criteria of retail investors and investors who meet
the criteria of professional clients and eligible counterparties, each as
defined in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and
(ii) eligible for distribution through all distribution channels (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
distributors (for the purposes of UK Product Governance Requirements) should
note that: (a) the price of the New Ordinary Shares may decline and investors
could lose all or part of their investment; (b) the New Ordinary Shares offer
no guaranteed income and no capital protection; and (c) an investment in the
New Ordinary 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,
finnCap, Shore Capital and MC Services 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
Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business
Sourcebook; 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 New Ordinary Shares.
Each distributor is responsible for undertaking its own Target Market
Assessment in respect of the New Ordinary Shares and determining appropriate
distribution channels.
The following is an extract from the Chairman's letter to be set out in
substantially the same form in the Circular.
1. INTRODUCTION
The Company has raised c.£10.0 million, before expenses, by way of a
Subscription and a conditional Placing of, in aggregate, 28,571,576 New
Ordinary Shares, in each case, at the Issue Price.
In addition, to provide Shareholders who have not taken part in the Placing
with an opportunity to participate in the Fundraising, the Company is
providing all existing Shareholders with the opportunity to subscribe for up
to 1,428,571 Retail Shares at the Issue Price, via the Bookbuild Platform, to
raise up to £0.5 million (before expenses), by way of the Retail Offer.
The maximum total amount that the Company could raise under the Fundraising is
therefore approximately £10.5 million (before expenses), assuming that the
Retail Offer is fully subscribed.
The minimum net proceeds of the Fundraising of approximately £10.0 million
(after expenses) will be used to provide general working capital to strengthen
the balance sheet, as detailed in paragraph 2 below.
The Fundraising comprises:
1. 20,000,000 Subscription Shares (in aggregate) subscribed for by the
Strategic Investor at the Issue Price, raising proceeds of approximately £7.0
million before fees and expenses. Admission of the Subscription Shares will be
split between First Admission and Second Admission. The First Subscription is
conditional only upon First Admission. The Second Subscription is conditional,
amongst other things, on the Placing Resolutions being duly passed at the
General Meeting and Second Admission. Further details of the Subscription are
set out in paragraph 8 below.
2. 8,571,576 Placing Shares conditionally placed by Cavendish as agent
of the Company with institutional investors at the Issue Price, raising
proceeds of approximately £3.0 million before fees and expenses. The Placing
is conditional, amongst other things, on the Placing Resolutions being duly
passed at the General Meeting and Second Admission. Further details of the
Placing are set out in paragraph 6 below.
3. Up to 1,428,571 Retail Shares to be issued pursuant to the Retail
Offer to Retail Investors through intermediaries at the Issue Price, raising
proceeds of up to £0.5 million before fees and expenses. The Retail Offer is
conditional, amongst other things, on the Placing Resolutions being duly
passed at the General Meeting and Second Admission. Further details of the
Retail Offer are set out in paragraph 9 below. For the avoidance of doubt, the
Retail Shares are not part of the Placing or the Subscription and are not
Placing Shares or Subscription Shares.
No part of the Fundraising is being underwritten.
The Issue Price represents a discount of 15.6% to the Closing Price on the
Latest Practicable Date, being 41.5 pence per Existing Ordinary Share.
The Subscription Shares, the Placing Shares and the Retail Shares will
represent, respectively, approximately 9.0%, 3.9% and 0.6% of the Enlarged
Share Capital.
The background to and reasons for the Fundraising and further details of the
Placing, the Subscription and the Retail Offer are set out at paragraphs 2, 6,
8 and 9 respectively below.
The Fundraising is being conducted in two tranches: the First Subscription
will be implemented pursuant to the existing shareholder authorities granted
to the Directors by resolutions 6 and 7 at the 2023 AGM, and the Directors
intend for the issue of New Ordinary Shares pursuant to the Second
Subscription, the Placing and the Retail Offer to be implemented pursuant to
the shareholder authorities proposed pursuant to the Placing Resolutions, as
set out in the Notice of General Meeting contained within the Circular to be
posted to Shareholders.
The First Subscription is conditional only on First Admission taking place.
The Second Subscription, the Placing and the Retail Offer are conditional,
amongst other things on the First Subscription becoming effective, the passing
of the Placing Resolutions and Second Admission. The First Subscription is not
conditional on the Second Subscription, the Placing or the Retail Offer
proceeding, or upon the passing of the Placing Resolutions.
Shareholder approval of the Placing Resolutions will be sought at the General
Meeting, which will be held at the offices of CMS Cameron McKenna Nabarro
Olswang LLP, Cannon Place, 78 Cannon Street, London, EC4N 6AF at 10:00 a.m. on
15 January 2024. The formal notice of the General Meeting will be set out at
the end of the Circular.
Should approval of the Placing Resolutions not be obtained at the General
Meeting, the Second Subscription, the Placing and the Retail Offer will not
proceed.
2. BACKGROUND TO, AND REASONS FOR, THE FUNDRAISING
As noted in the Company's half yearly report for the six months ended 30
September 2023, following completion of significant project implementation
preparation during the first half, the Company is anticipating a busy second
half with the scheduled commencement of several new projects and subsequent
delivery of the first phase of these system project milestones, along with
continued progress with prospective new system projects. The Company's
transceivers division has also been busy, continuing to expand distribution,
launch and commence shipping of its first phase of DAS products for navigation
aids, and the soft launch of NEXUS before commencement of first shipments in
Autumn 2024. Overall, the Board anticipates that the Company will continue to
grow strongly, driven by existing contracts and conversion of new contracts
from its pipeline, all underpinned by fundamental long-term demand drivers for
enhanced maritime domain awareness.
The Company's systems business is built around advanced technologies and
long-term customer partnerships. The SRT maritime surveillance system is a
sophisticated next generation system that enables national agencies to
efficiently and effectively understand and control large marine domain areas.
This intelligence and insight enables them to protect fragile marine
environments, prevent accidents, save lives and detect and stop illegal
activities such as smuggling or illegal fishing. The customer journey of
transitioning to a fully digitised MDA system with intelligence lead
operations is one that is expected to take many years given the scale of their
marine domain and MDA awareness ambitions. A typical customer starts this
journey with their first contract which provides a foundation upon which their
system is steadily built-up through multiple accretive projects over many
years. The Company therefore expects most customers to be a source of
long-term repeat business over the long term through multiple follow-on
contracts, each building on the previous contract to build up system
capabilities and secure maritime situational understanding.
As previously announced, the systems business has been focused on the delivery
of two major projects for two customers. The Philippines National Fisheries
Ministry (BFAR) which oversees one of the world's largest commercial fishing
fleets and territories, and one in the Middle East with a National Coast
Guard. On 18 May 2023 the Company announced a new contract worth £145 million
contract to supply its integrated maritime surveillance and intelligence
system to an Asian national Coast Guard with responsibility for one of the
world's largest and most complex marine areas. With tangible progress being
made, further conversions of new contracts are expected in the future from the
Company's pipeline of new system contract prospects currently worth up to
£1.4 billion. These significant new system contracts have initial working
capital requirements during the first few months to fund equipment purchases
prior to first deliveries and subsequent receipt of customer payments
following their delivery per contract. With this in mind, alongside other
sources of finance such as bank and supplier project credit, one of the
primary uses of funds from the Fundraising is for the working capital to
support the initial stages of these major contracts noted above.
In addition to the Company's systems business, the Directors also believe
there are significant opportunities for growth in the transceivers business
which provides maritime navigation safety communication transceivers. This
division has exhibited robust annual growth and in FY23 delivered c.60% year
on year revenue growth driven by a combination of increased market adoption,
increased distribution and a substantial price increase. The Company now has
over 4,000 resellers worldwide varying from marine electronics dealers to
marine electronic manufacturers and is continuing to both expand distribution,
as well as working to increase sales through each reseller. In H2 FY2024 the
Company launched its first series of DAS kits which are designed to be
installed on buoys and other marine infrastructure as digital aids to
navigation. The response has exceeded expectations with a number of major port
and waterway authorities inquiring and requesting trials, resulting in the
rapid build-up of a prospects pipeline worth more than $5 million. In November
2023, the company soft launched its new NEXUS marine communications device at
the METS trade event in Amsterdam where it received an excellent reception
from resellers, some of which placed forward orders in anticipation of first
shipments from Autumn 2024.
The business also has some existing financing arrangements through a medium
term secured note programme with LGB Capital Markets, which as announced on 10
May 2023 was recently extended to a £40.0 million capacity, of which £23.2
million had been used with £14.5 million repaid and thus leaving £8.7
million of notes to be repaid over the next 3 years, and a further net
capacity available of £16.8m. The secured note program provides the company
with a flexible source of working capital.
3. CURRENT TRADING AND OPERATIONAL UPDATE
As announced at the time of the Company's half year results to 30 September
2023, the first half of the financial year was very busy for both transceiver
and systems businesses. With systems contracts worth £160 million to deliver,
SRT's project teams have been working closely with the relevant customers and
third-party suppliers on the substantial preparatory and planning work
required for their delivery. The first of these implementation milestones are
scheduled for H2; several of which are substantial revenue generating
milestones. Alongside this the Company's transceivers business has made good
progress growing its sales and distribution as well as launching new products
which are expected to sell well during H2.
During the H1 period ended 30th September 2023, SRT's systems business did not
generate any revenues having not completed any revenue milestones and as such
the £5.5 million of Group revenues reported in H1 were generated from the
transceivers business. Gross profit was 37%, resulting in a loss for the
period of £4.6 million, and a period end cash position of £3.9 million.
4. STRATEGIC INVESTMENT
Ocean Infinity
Ocean Infinity is a marine technology company specialising in the development
and deployment of robotics for large-scale, subsea data acquisition. Ocean
Infinity is developing a range of innovative technologies to transform
operations at sea, enabling people and the planet to thrive.
Since its establishment in 2017, Ocean Infinity has pioneered the use of
fleets of robotics to play a vital part in ambitious offshore projects,
including the search for missing airliner MH370, and the discovery of the
missing Argentinian submarine, ARA San Juan. Today, Ocean Infinity serves
governments, energy organisations and scientific institutions all over the
world.
Employing more than 500 technology and data specialists located in offices and
operations centres across Europe, South East Asia, North America and
Australasia, Ocean Infinity owns and operates a fleet of advanced robotic
lean/uncrewed ships. As well as over 20 robotic ships currently in operation
or in build it has a fleet of subsea robots which it can deploy from the ships
or on a stand-alone basis to deliver a wide variety of outcomes for its
clients.
Blackdown are acting as sub-placing agent to Cavendish for the purposes of the
Strategic Investment.
Benefits of Strategic Investment
The maritime domain includes surface, near surface and sub-sea, and for many
countries cover huge areas, many of which are remote. A new generation of
technology-based solutions, such as SRT's integrated maritime surveillance
system, or Ocean Infinity's sub-sea capabilities, delivers insight and
intelligence to the national authorities charged with managing and protecting
their marine domains and stakeholders. National authorities want maritime
domain awareness and need to achieve this as efficiently and effectively as
possible. The application of new technologies provides a clear path to achieve
this.
SRT has pioneered the development of the idea of a national scale, fully
integrated maritime system that harnesses multiple data sources within a
single system and applies analytics and other technologies to deliver MDA to
national agencies. This enables agencies to efficiently and reliably detect
events and direct field assets efficiently and effectively. For each customer
the process of building up their national MDA system capability will be a
multi-decade long strategically driven initiative which will be realised
through a series of multiple accretive projects, underpinned by the
requirement for effective and efficient MDA.
Ocean Infinity and SRT share the vision that the intelligent application of
technology provides a solution to the global issue of maritime domain
awareness. They are both seeking to deliver technologies that enable their
customers to achieve MDA efficiently and effectively. There is a clear
opportunity to combine expertise and technologies to accelerate the delivery
of integrated surface and sub-sea surveillance and insight, as well as enable
more automated patrols and responses.
5. USE OF PROCEEDS
The up to £10.0 million net proceeds raised via the Fundraising is expected
to fund working capital to strengthen the Company's balance sheet and enable
the growth of both the systems and transceivers businesses.
6. DETAILS OF THE PLACING
6.1. Structure
At the 2023 AGM, certain resolutions were passed by Shareholders which granted
the Directors the authority to allot, on a non-pre-emptive basis, Ordinary
Shares up to an aggregate nominal amount of £19,226 (being approximately 10
per cent. of the issued share capital of the Company as at the date of the
2023 AGM).
Given the level of interest in the Fundraising and the limit on the Company's
allotment authorities, the Placing will only implemented if the new
shareholder authorities being sought pursuant to the Placing Resolutions are
duly passed at the General Meeting.
6.2. Placing
The Company has conditionally raised £3.0 million (before fees and expenses)
by way of a conditional, non-pre-emptive placing of 8,571,576 Placing Shares
pursuant to the Placing Agreement at the Issue Price. The Placing Shares will
be issued and allotted subject to the Placing Resolutions being duly passed at
the General Meeting.
The Placing is conditional, amongst other things, upon:
(a) completion of the First Subscription;
(b) the passing of the Placing Resolutions at the General Meeting;
(c) the Placing Agreement becoming unconditional in all respects in
connection with the Placing and not having been terminated in accordance with
its terms prior to Second Admission; and
(d) admission of the Placing Shares to trading on AIM becoming effective
by no later than 8.00 a.m. on 16 January 2024 (or such later time and/or date
as the Company and Cavendish may agree (being no later than 8.00 a.m. on the
Long Stop Date)).
If such conditions are not satisfied or, if capable of waiver, waived, by the
date(s) and time(s) referred to above, the Placing will not proceed.
Alongside the Placing, the Company is making the Retail Offer available to
existing Shareholders pursuant to which it may raise a further amount of up to
approximately £0.5 million (before expenses). The Issue Price of 35 pence per
Retail Share is the same price as the price at which the Placing Shares and
the Subscription Shares are being issued pursuant to the Placing and
Subscription, respectively.
Assuming take up of the Retail Offer in full, the maximum aggregate number of
New Ordinary Shares that may be issued pursuant to the Fundraising is
30,000,147 New Ordinary Shares, representing approximately 13.5 per cent. of
the Enlarged Share Capital.
The Issue Price represents a discount of approximately 15.6 per cent. to the
Closing Price of 41.5 pence per Existing Ordinary Share on the Latest
Practicable Date.
The New Ordinary Shares will be issued free of all liens, charges and
encumbrances and will, when issued and fully paid, be identical to and rank
pari passu in all respects with the Existing Ordinary Shares, including the
right to receive all distributions, declared, paid or made in respect of the
Ordinary Shares following the relevant date of Admission. The First
Subscription Shares are not subject to clawback and are not part of the Second
Subscription, the Placing or the Retail Offer. No part of the Fundraising is
underwritten.
7. THE PLACING AGREEMENT
In connection with the Placing, the Company and Cavendish have entered into
the Placing Agreement pursuant to which Cavendish has agreed, in accordance
with its terms, to use reasonable endeavours to procure, as agent for the
Company, placees for the Placing Shares at the Issue Price. The Placing is not
being underwritten.
The Placing Agreement is conditional, amongst other things upon, the passing
of the Placing Resolutions, the conditions in the Placing Agreement being
satisfied or (if capable of waiver) waived and the Placing Agreement not
having been terminated in accordance with its terms prior to Second Admission,
First Admission occurring on or before 28 December 2023 (or such later date as
the Company and Cavendish may agree), and Second Admission occurring on or
before 16 January 2024 (or such later date as the Company and Cavendish may
agree).
The Placing Agreement contains certain customary warranties given by the
Company in favour of Cavendish concerning, amongst other things, the accuracy
of information given in this announcement and the Circular to be published by
the Company in respect of the Placing, as well as other matters relating to
the Group and its business.
The Placing Agreement is terminable by Cavendish in certain circumstances up
until the time of each of First Admission and Second Admission (as the case
may be), including amongst other things, should there be a breach of a
warranty contained in the Placing Agreement or a force majeure event takes
place or a material adverse change occurs to the business of the Company or
the Group. The Company has also agreed to indemnify Cavendish in a customary
form in respect of all losses, costs, charges and expenses which Cavendish may
suffer or incur as a result of, occasioned by or attributable to the carrying
out of its duties under the Placing Agreement.
The Placing is not conditional on the Second Subscription or the Retail Offer
proceeding or on any minimum take-up under the Retail Offer.
8. Details of the Subscription
The Company has conditionally raised approximately £7.0 (before expenses)
through the issue, in aggregate, of 20,000,000 Subscription Shares at the
Issue Price, pursuant to the Subscription. Admission of the Subscription
Shares will be split between First Admission and Second Admission. 19,226,000
Subscription Shares will be issued under the First Subscription, conditional
only upon First Admission. The remaining 774,000 Subscription Shares will be
issued under the Second Subscription, conditional on the Placing Resolutions
being duly passed at the General Meeting and Second Admission.
The Subscription has not been underwritten and, pursuant to the terms of the
Subscription Agreement, is conditional, inter alia, upon (in respect of First
Subscription) First Admission occurring by not later than 8.00 a.m. on 28
December 2023 (or such later time and/or date as the Company and Cavendish may
agree, not being later than the Long Stop Date); and (in respect of Second
Subscription) Second Admission occurring by not later than 8.00 a.m. on 16
January 2024 (or such later time and/or date as the Company and Cavendish may
agree, not being later than the Long Stop Date).
If such conditions are not satisfied, First Subscription and / or Second
Subscription (as the case may be) will not proceed.
9. DETAILS OF THE RETAIL OFFER
Pursuant to the terms of the Retail Offer, the Company has made the Retail
Offer to Retail Investors only through Intermediaries via the Bookbuild
Platform.
Conditional on, amongst other things, the Placing Resolutions being duly
passed at the General Meeting and Second Admission, up to 1,428,571 Retail
Shares will be issued through the Retail Offer at the Issue Price to raise
proceeds of up to approximately £0.5 million (before expenses).
If the Retail Offer is taken up in full, the Retail Shares will represent
approximately 0.6 per cent. of the Enlarged Share Capital. The Retail Shares,
when issued and fully paid, will rank pari passu in all respects with the
Existing Ordinary Shares then in issue.
A further announcement will be made by the Company today regarding further
details of the Retail Offer and how investors may participate in the
Fundraising.
10. APPLICATION FOR ADMISSION OF THE NEW ORDINARY SHARES
Application will be made to the London Stock Exchange for the New Ordinary
Shares to be admitted to trading on AIM. First Admission is expected to take
place, and dealings on AIM in the First Subscription Shares are expected to
commence, at 8.00 a.m. on 28 December 2023 (or such later time and/or date as
may be agreed between the Company and Cavendish, being no later than 8.00 a.m.
on the Long Stop Date). Subject, amongst other things, to the passing of the
Placing Resolutions, Second Admission is expected to take place, and dealings
on AIM in the Second Subscription Shares, the Placing Shares and the Retail
Shares are expected to commence, at 8.00 a.m. on 16 January 2024 (or such
later time and/or date as may be agreed between the Company and Cavendish,
being no later than 8.00 a.m. on the Long Stop Date).
The New Ordinary Shares will, following Admission, rank pari passu in all
respects with the Existing Ordinary Shares in issue at the relevant date of
Admission and will carry the right to receive all dividends and distributions
declared, made or paid on or in respect of the New Ordinary Shares after, in
respect of the First Subscription Shares, First Admission and, in respect of
the Second Subscription Shares, the Placing Shares and the Retail Shares,
Second Admission.
For those Shareholders who hold New Ordinary Shares in uncertificated form, it
is expected that on 16 January 2024 the CREST account of Cavendish will be
credited with New Ordinary Shares subscribed for by investors in the Placing
and the Retail Offer. Cavendish will settle with investors from the Placing
and the Retail Offer within CREST by delivery versus payment (DVP).
For New Ordinary Shares to be held in certificated form (if any), it is
expected that certificates of title will be despatched by 12 January 2024 in
respect of First Admission and by 30 January 2024 in respect of Second
Admission.
Pending despatch of the share certificates or the crediting of CREST accounts,
the Registrar will certify any instruments of transfer against the register.
11. PRINCIPAL RISKS AND UNCERTAINTIES
The attention of Shareholders is drawn to the section of the Company's annual
report and accounts for the year ended 31 March 2023 headed "Principal Risks
and Uncertainties".
12. RELATED PARTY TRANSACTION
Mr and Mrs Persey and their associates are a related party of the Company for
the purposes of the AIM Rules by virtue of their status as a substantial
Shareholder. Mr and Mrs Persey and associates have subscribed for 1,071,428
New Ordinary Shares under the Placing, representing 0.48 per cent. of the
Enlarged Share Capital. The Directors, being independent Directors for this
purpose, consider, having consulted with the Company's Nominated Adviser,
Cavendish, that the terms of Mr and Mrs Persey's and their associates'
participation in the Placing is fair and reasonable insofar as Shareholders
are concerned.
13. GENERAL MEETING
The General Meeting, notice of which will be set out in the Circular, will be
held at the offices of CMS Cameron McKenna Nabarro Olswang LLP, Cannon Place,
78 Cannon Street, London, EC4N 6AF at 10:00 a.m. on 15 January 2024. The
General Meeting is being held for the purpose of considering and, if thought
fit, passing the Placing Resolutions which are required to implement the
Placing, the Second Subscription and the Retail Offer, together with certain
other resolutions. A summary and explanation of the Resolutions will be set
out in the Circular.
14. RECOMMENDATION
The Directors consider the Fundraising and the Resolutions to be proposed at
the General Meeting to be in the best interests of the Company and the
Shareholders as a whole. Consequently, the Directors unanimously recommend
that you vote in favour of the Resolutions to be proposed at the General
Meeting, as they intend to do in respect of the 18,566,999 Ordinary Shares
held, directly or indirectly, by them representing approximately 9.64 per
cent. of the Existing Ordinary Shares.
The Fundraising (other than the First Subscription) is conditional, inter
alia, upon the passing of the Placing Resolutions at the General Meeting.
Shareholders should be aware that if the Placing Resolutions are not approved
at the General Meeting, the Second Subscription, the Placing and the Retail
Offer will not proceed.
APPENDIX I - EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Announcement of the Fundraising 07:00 a.m. 21 Dec 2023
Retail Offer opens 07:05 a.m. 21 Dec 2023
Publication and posting of the Circular and the Form of Proxy 22 Dec 2023
First Admission and commencement of dealings in the First Subscription Shares 08:00 a.m. 28 Dec 2023
on AIM, and First Settlement Date
Retail Offer Closes 08:00 a.m. 28 Dec 2023
Latest time and date for receipt of Forms of Proxy or electronic proxy 10:00 a.m. 11 Jan 2024
appointments for use at the General Meeting
General Meeting 10:00 a.m. 15 Jan 2024
Announcement of the results of the General Meeting 15 Jan 2024
Second Admission and commencement of dealings in the Second Subscription 08:00 a.m. 16 Jan 2024
Shares, the Placing Shares and the Retail Shares on AIM, and Second Settlement
Date
Placing Shares and Retail Shares in uncertificated form expected to be 16 Jan 2024
credited to accounts in CREST (uncertificated holders only)
Expected date of despatch of definitive share certificates for the New Within 10 business days of First and Second Admission respectively
Ordinary Shares in certificated form (certificated holders only)
Long Stop Date 29 February 2024
Notes:
1. Each of the dates and times set out in the above timetable and mentioned
in this Announcement is subject to change at the absolute discretion of the
Company (with the agreement of Cavendish), in which event details of the new
times and dates will be notified to the London Stock Exchange and the Company
will make an appropriate announcement to a Regulatory Information Service.
2. All events listed in the above timetable following the General Meeting
are conditional on, inter alia, the passing of the Placing Resolutions at the
General Meeting.
3. All of the above times refer to London time.
APPENDIX II - KEY STATISTICS
Number of Existing Ordinary Shares 192,633,939
Issue Price per New Ordinary Share 35 pence
Discount to Closing Price on the Latest Practicable Date 15.6%
Subscription
Number of First Subscription Shares to be issued 19,226,000
Percentage of Enlarged Share Capital represented by First Subscription Shares* 8.6%
Gross proceeds of the First Subscription approximately £6.7 million
Number of Second Subscription Shares to be issued 774,000
Percentage of Enlarged Share Capital represented by Second Subscription 0.3%
Shares*
Gross proceeds of the Second Subscription* approxmately £0.3 million
Placing
Number of Placing Shares to be issued 8,571,576
Percentage of Enlarged Share Capital represented by Placing Shares 3.9%
Gross proceeds of the Placing approximately £3.0 million
Retail Offer
Number of Retail Shares to be issued up to 1,428,571
Percentage of Enlarged Share Capital represented by Retail Shares* up to approximately 0.6%
Gross proceeds of the Retail Offer* up to £0.5 million
Fundraising
Enlarged Share Capital immediately following Second Admission* 222,634,086 Ordinary Shares
Estimated Net Proceeds of the up to approximately £10.0 million
Fundraising*( )
Ordinary Share ISIN GB00B0M8KM36
SEDOL B0M8KM3
Notes:
*Assuming full up take of the Retail Offer
APPENDIX III - DEFINITIONS
The following definitions apply throughout this announcement, unless the
context otherwise requires:
"2023 AGM" the annual general meeting of the Company held on 19 September 2023
"Act" the Companies Act 2006 (as amended)
"Admission" together, First Admission and Second Admission or, individually, First
Admission or Second Admission (as the context requires)
"AIM" a market operated by the London Stock Exchange
"AIM Rules" the AIM Rules for Companies published by the London Stock Exchange from time
to time
"Announcement" this announcement (including the appendices)
"Blackdown" or "Blackdown Partners" Blackdown Partners Limited, 52 Grosvenor Gardens, London, SW1W 0AU, Advisor to
Ocean Infinity
"Bookbuild" or "Bookbuild Platform" the online platform through which the Retail Offer is being conducted
"Cavendish" Cavendish Capital Markets Limited, nominated adviser, broker and bookrunner to
the Company
"certificated" or "in certificated form" the description of an Ordinary Share or other security which is not in
uncertificated form (that is not in CREST)
"Circular" the circular to be published by the Company in relation to the Fundraising and
incorporating the Notice of General Meeting
"Closing Price" the closing middle market quotation of an Existing Ordinary Share as derived
from the Daily Official List of the London Stock Exchange
"Company" SRT Marine System plc (company number: 05459678)
"CREST" the relevant system (as defined in the CREST Regulations) in respect of which
Euroclear is the Operator (as defined in the CREST Regulations)
"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI 2001/3755) (as amended)
"Directors" or "Board" the board of directors of the Company
"Enlarged Share Capital" the issued share capital of the Company immediately following Second
Admission, comprising the Existing Ordinary Shares and the New Ordinary Shares
"Estimated Expenses" the estimated expenses incurred in connection with the Fundraising, being
approximately £0.5 million
"EU" the European Union
"Euroclear" Euroclear UK & International Limited, the operator of CREST
"Existing Ordinary Shares" the 192,633,939 Ordinary Shares in issue at the date of this announcement, all
of which are admitted to trading on AIM and being the entire issued ordinary
share capital of the Company prior to the Fundraising
"FCA" the UK's Financial Conduct Authority
"First Admission" the admission to trading on AIM of the First Subscription Shares becoming
effective in accordance with Rule 6 of the AIM Rules for Companies and
references to First Admission becoming "effective" shall be construed
accordingly
"First Subscription Shares" the 19,226,000 New Ordinary Shares which are to be conditionally subscribed
for cash by the Strategic Investor pursuant to the Subscription and in
accordance with the terms of the Subscription Agreement
"Form of Proxy" the form of proxy that will accompany the Circular for use by Shareholders in
connection with the General Meeting
"FSMA" the Financial Services and Markets Act 2000 (as amended)
"Fundraising" together the Subscription, the Placing and the Retail Offer
"General Meeting" the general meeting of the Company to be convened for 10:00 a.m. on 15 January
2024 at the offices of CMS Cameron McKenna Nabarro Olswang LLP, Cannon Place,
78 Cannon Street, London, EC4N 6AF to approve the Resolutions, or any
adjournment thereof, notice of which will be set out at the end of the
Circular
"Group" the Company and its subsidiaries
"Intermediaries" any financial intermediary that is appointed in connection with the Retail
Offer and "Intermediary" shall mean any one of them
"ISIN" International Securities Identification Number
"Issue Price" 35 pence per New Ordinary Share
"Latest Practicable Date" 20 December 2023, being the latest practicable date prior to the
announcement of the Fundraising
"London Stock Exchange" London Stock Exchange plc
"Long Stop Date" 29 February 2024
"Net Proceeds" up to approximately £10.0 million, being the proceeds from the issue of the
New Ordinary Shares, after the deduction of the Estimated Expenses
"New Ordinary Shares" the new Ordinary Shares to be issued pursuant to the Subscription, the Placing
and the Retail Offer
"Notice of General Meeting" the notice of the General Meeting to be set out at the end of the Circular
"Ocean Infinity" Ocean Infinity Group Limited
"Ordinary Shares" ordinary shares of 0.1 pence each in the capital of the Company
"Placing" the proposed conditional placing of the Placing Shares by Cavendish, as agent
for the Company, at the Issue Price on the terms and conditions set out in the
Placing Agreement
"Placing Agreement" the agreement between the Company and Cavendish dated 21 December 2023 in
connection with the Placing
"Placing Resolutions" the Resolutions numbered 1 and 2 to be proposed at the General Meeting, the
full text of which is set out in the Notice of General Meeting
"Placing Shares" the 8,571,576 New Ordinary Shares to be allotted credited fully paid pursuant
to the Placing
"Prospectus Regulation" EU Regulation 2017/1129 (which forms part of UK domestic law pursuant to the
European Union (Withdrawal) Act 2018) on the requirements for a prospectus to
be published when securities are offered to the public or admitted to trading
"Prospectus Regulation Rules" the prospectus regulation rules published by the FCA pursuant to section 73A
of FSMA
"Registrar" Computershare Investor Services PLC
"Regulatory Information Service" or "RIS" a regulatory information service as defined by the AIM Rules for Companies
"Resolutions" the resolutions to be proposed at the General Meeting, as set out in the
Notice of General Meeting in the Circular, and a reference to "Resolution"
followed by a number is to the resolution so numbered in the Notice of General
Meeting
"Retail Investors" eligible investors in the Retail Offer
"Retail Offer" the offer of New Ordinary Shares to be subscribed for by Retail Investors via
the Bookbuild Platform at the Issue Price and admitted to trading as part of
Second Admission, subject to and conditional upon the Placing Resolutions
being passed at the General Meeting
"Retail Shares" up to 1,428,571 New Ordinary Shares to be issued pursuant to the Retail
Offer subject to, inter alia, the passing of the Placing Resolutions at the
General Meeting
"Second Admission" the admission to trading on AIM of the Second Subscription Shares, the Placing
Shares and the Retail Shares becoming effective in accordance with Rule 6 of
the AIM Rules for Companies and references to Second Admission becoming
"effective" shall be construed accordingly
"Second Subscription Shares" up to 774,000 New Ordinary Shares which are to be conditionally subscribed for
cash by the Strategic Investor pursuant to the Subscription and in accordance
with the terms of the Subscription Agreement
"Securities Act" the United States Securities Act of 1933, as amended
"SEDOL" Stock Exchange Daily Official List
"Shareholders" holders of Ordinary Shares from time to time, each individually a
"Shareholder"
"Strategic Investor" or "Strategic Investment" Ocean Infinity and its investment of approximately £7.0 million in aggregate
in the Company via the Subscription
"Subscription" the subscription for 20,000,000 New Ordinary Shares at the Issue Price by the
Strategic Investor under the terms of the Subscription Agreement, comprising
the subscription for the First Subscription Shares and the Second Subscription
Shares
"Subscription Agreement" the agreement dated 21 December 2023 between the Company and the Strategic
Investor in connection with the Subscription
"UK" United Kingdom
"United States" United States of America, its territories and possessions, any State of the
United States, and the District of Columbia.
All references in this announcement to "£", "pence", "p" or "pounds sterling"
are to the lawful currency of the UK.
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