REG - Strip Tinning Hldgs - Launch of Retail Offer

Strip Tinning HoldingsAnnouncement

21/12/2023 07:15

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RNS Number : 5051X  Strip Tinning Holdings PLC  21 December 2023

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN, INTO OR FROM THE UNITED STATES OF AMERICA, ITS TERRITORIES AND
POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA
(COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA, JAPAN, NEW ZEALAND,
THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.

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 STRIP
TINNING HOLDINGS PLC).  ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND WILL BE ENGAGED IN
ONLY WITH SUCH PERSONS.

21 December 2023

Strip Tinning Holdings plc

("Strip Tinning" or the "Company")

Retail Offer for up to £0.25 million

 

Strip Tinning Holdings plc (AIM: STG), a leading supplier of specialist
connection systems to the automotive sector, is pleased to announce a retail
offer to existing retail shareholders via the BookBuild Platform (the "Retail
Offer") to raise up to £0.25 million through the issue of new ordinary shares
of 1 pence each in the capital of the Company ("Ordinary Shares"). Under the
Retail Offer, up to 625,000 new Ordinary Shares (the "Retail Offer Shares")
will be made available at a price of 40.0 pence per Retail Offer Share (the
"Issue Price").

In addition to the Retail Offer, the Company announced on 20 December 2023 the
successful conditional placing of 2,500,000 new Ordinary Shares (the "Placing
Shares") at the Issue Price to raise £1.0 million (before expenses) through
an accelerated bookbuild process (the "Placing") and the conditional issue of
convertible loan notes to raise £4.0 million (the "Convertible Loan Notes",
together with the Placing and the Retail Offer, the "Fundraising").

A separate announcement has been made regarding the Placing and the
Convertible Loan Notes and their respective terms, and it also sets out the
reasons for the Fundraising and the use of proceeds. The Retail Offer is not
part of the Placing and the Convertible Loan Notes and completion of the
Placing and/or the Convertible Loan Notes is not conditional on the completion
of the Retail Offer.

The Issue Price represents a discount of 5.9 per cent. to the Closing Price
per Ordinary Share on 19 December 2023, being the last Business Day prior to
the announcement of the Fundraising.

The Retail Offer is wholly conditional upon, inter alia, (i) Resolution 1
(the "Fundraising Resolution"), which is required to implement the
Fundraising, being duly passed by Shareholders at the general meeting proposed
to be held at the offices of Singer Capital Markets, 1 Bartholomew Lane,
London, EC2N 2AX at 11.00 a.m. on 15 January 2024 (the "General Meeting"),
(ii) Admission of the Retail Offer Shares and (iii) completion of the Placing
and the Convertible Loan Notes. Subject to the passing of the Fundraising
Resolution, application will be made to the London Stock Exchange for
admission of the Retail Offer Shares. It is expected that admission of the
Retail Offer Shares will become effective and that dealings are expected to
commence at 8.00 a.m. on 17 January 2024 ("Admission").

A circular containing further details of the Fundraising and a notice
convening the General Meeting, is expected to be despatched to Shareholders
later today and the Circular, once published, will be available on the
Company's website at www.striptinning.com/investors.

Expected Timetable in connection with the Retail Offer

 Retail Offer opens                                           21 December 2023
 Latest time and date for commitments under the Retail Offer  1.00 p.m. on 12 January 2024
 Results of the Retail Offer announced                        12 January 2024
 Admission and dealings in the Retail Offer Shares commence   8.00 a.m. 17 January 2024

 

Each of the times and dates above refer to London time and are subject to
change. Any such change will be notified to Shareholders by an announcement
through a Regulatory Information Service.

Dealing Codes

 Ticker                         STG
 ISIN for the Ordinary Shares   GB00BMHN9M05
 SEDOL for the Ordinary Shares  BMHN9M0

BookBuild Platform Retail Offer

The Company values its existing retail shareholder base and believes that it
is appropriate to provide its eligible existing retail shareholders in the
United Kingdom the opportunity to participate in the Retail Offer.

The Company is making the Retail Offer available in the United Kingdom through
certain financial intermediaries which will be listed, subject to certain
access restrictions, on the following website:
www.bookbuild.live/deals/W7LE5Q/authorised-intermediaries
(http://www.bookbuild.live/deals/W7LE5Q/authorised-intermediaries) . Singer
Capital Markets Securities Limited will be acting as retail offer coordinator
in relation to the 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 open to eligible investors in the United Kingdom
following release of this announcement. The Retail Offer is expected to close
at 1.00 p.m. on 12 January 2024. 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 BookBuild
at support@bookbuild.live (mailto:support@bookbuild.live) .

The Retail Offer 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 warrants,
CFDs, spread bets 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 under the Retail Offer
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 Retail Offer 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 (the "UK Prospectus
Regulation"). The aggregate total consideration for the Retail Offer will not
exceed £0.25 million (or the equivalent in Euros) and therefore the exemption
from the requirement to publish a prospectus, set out in section 86(1) FSMA,
will apply.

 

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 the
domestic law of England and Wales by virtue of the European Union (Withdrawal)
Act 2018 (as amended).

 

There is a minimum subscription of £200 per eligible investor under the terms
of the Retail Offer. There is no maximum application amount per eligible
investor under the terms of the Retail Offer, though note the total size of
the Retail Offer (as referenced above) and the discretion the Company has to
scale back applications. The terms and conditions on which eligible investors
subscribe will be provided by the relevant 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.

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

 

Neither past performance nor any forecasts should be considered a reliable
indicator of future results. AIM has been in existence since June 1995 but its
future success and liquidity in the market for the Company's shares cannot be
guaranteed.

 

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.

Enquiries:

Strip Tinning Holdings
plc
Via Alma PR

Adam Robson, Executive Chairman

Richard Barton, Chief Executive
Officer

Adam Le Van, Chief Financial Officer

 

Singer Capital Markets (Nominated Adviser, Sole Broker

and Retail Offer Coordinator)
 
+44 (0) 20 7496 3000

Rick Thompson

James Fischer

 

Alma (Financial
PR)
striptinning@almastrategic.com

Joe
Pederzolli
 
+44 (0) 20 3405 0205

Josh Royston
 

 

IMPORTANT NOTICES

The content of this announcement has been prepared by, and is the sole
responsibility of, the Company.

 

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 restricted and is
not for publication, release or distribution, directly or indirectly, in whole
or in part, in or into or from the United States (including its territories
and possessions, any state of the United States and the District of Columbia
(the "United States" or "US")), Australia, Canada, Japan, New Zealand, the
Republic of South Africa 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 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
Offer Shares is being made in the United States. The Retail Offer 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 Offer Shares in the
United States, Australia, Canada, Japan, New Zealand the Republic of South
Africa 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.

 

Singer Capital Markets Securities Limited ("Singer"), which is authorised and
regulated in the United Kingdom by the FCA is acting exclusively for the
Company and no-one else in connection with the transactions and arrangements
described in this announcement and will not regard any other person (whether
or not a recipient of this announcement) as a client in relation to the
transactions and arrangements described in this announcement. Singer is not
responsible to anyone other than the Company for providing the protections
afforded to clients of Singer or for providing advice in connection with the
contents of this announcement, or the transactions and arrangements described
in this announcement.

 

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

 

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

 

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

 

The information in this announcement is for background purposes only and does
not purport to be full or complete. None of Singer or any of their respective
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. Singer and its affiliates, accordingly disclaim all and any
liability whether arising in tort, contract or otherwise which they might
otherwise be found to have in respect of this announcement or its contents or
otherwise arising in connection therewith.

 

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

 

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this announcement.
The 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 AIM market of
London Stock Exchange plc.

 

Information to Distributors

 

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
"manufacture" (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 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.

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