REG - Strip Tinning Hldgs - Result of Placing

Strip Tinning HoldingsAnnouncement

20/12/2023 11:30

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RNS Number : 4834X  Strip Tinning Holdings PLC  20 December 2023

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

 

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES
NOT CONSTITUTE OR FORM ANY PART OF AN OFFER TO SELL OR ISSUE, OR A
SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY
SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND,
THE REPUBLIC OF SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH SUCH
OFFER OR SOLICITATION WOULD BE UNLAWFUL OR TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NO PUBLIC OFFERING OF THE NEW
ORDINARY SHARES IS BEING MADE IN ANY SUCH JURISDICTION. ANY FAILURE TO COMPLY
WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF
SUCH JURISDICTIONS. PLEASE SEE THE IMPORTANT INFORMATION AT THE END OF THIS
ANNOUNCEMENT.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
EU REGULATION 596/2014 (AS AMENDED) (WHICH FORMS PART OF DOMESTIC UK LAW
PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED)). UPON THE
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS
INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

20 December 2023

Strip Tinning Holdings plc

("Strip Tinning" or the "Company")

Result of Placing

 

Strip Tinning Holdings plc (AIM: STG), a leading supplier of specialist
connection systems to the automotive sector, is pleased to announce that,
further to the announcement made at 7.00 a.m. today (the "Launch
Announcement"), the Placing has successfully closed at the Issue Price of 40.0
pence per share. The Company has therefore conditionally raised gross proceeds
of £1.0 million through the issue of 2,500,000 Placing Shares and £4.0
million through the issue of the Convertible Loan Notes.

The Company is undertaking the Fundraising to capture the opportunity within
its EV division and to, inter alia, invest in the commercialisation and
continued development of the Company's CCS product aimed at the EV battery
pack market.

Singer Capital Markets acted as sole bookrunner in connection with the
Placing.

In addition to the Placing and the issue of the Convertible Loan Notes, a
separate conditional retail offer to existing Shareholders via the Bookbuild
Platform to raise further proceeds of up to £0.25 million (before expenses)
at the Issue Price, will open to eligible investors at 7.00 a.m. on 21
December 2023. A separate announcement will be made by the Company regarding
the Retail Offer and its terms.

Adam Robson, Executive Chair of Strip Tinning, commented:

"We are delighted with this show of support from our shareholders and to have
successfully completed our target fundraise. Amidst the ongoing transition to
EV, there is a clear need for our Cell Contact Systems, and the funds raised
will ensure we are well-placed to capture the significant market opportunity
across the EV battery pack market."

Directors' Participation and Related Party Transactions

All of the Directors have conditionally participated in the Placing for an
aggregate of 212,500 Placing Shares at the Issue Price. The number of Placing
Shares conditionally subscribed for by each of the Directors pursuant to the
Placing, and their resulting shareholdings on Admission, assuming a full take
up of the Retail Offer, are set out below:

 Director         Number of Existing Ordinary Shares  Number of Placing Shares subscribed for in the Placing  Number of Ordinary Shares held  Percentage of Enlarged

on Admission
Share Capital on Admission
 Adam Robson      21,600                              25,000                                                  46,600                          0.25
 Richard Barton*  8,539,870                           125,000                                                 8,664,870                       46.62
 Adam Le Van      20,000                              25,000                                                  45,000                          0.24
 Paul George      13,756                              12,500                                                  26,256                          0.14
 Matthew Taylor   46,622                              25,000                                                  71,622                          0.39

*includes 985,815 Ordinary Shares held by his wife, Anne Barton

The participations by the Directors in the Placing each constitute related
party transactions under Rule 13 of the AIM Rules. As there are no independent
Directors to provide a fair and reasonable statement because all of the
Directors are participating in the Placing, Singer Capital Markets Advisory
LLP (in its capacity as nominated adviser for the purposes of the AIM Rules)
considers that the participation by the Directors in the Placing is fair and
reasonable insofar as the Shareholders are concerned.

PDMR transactions

In addition to the participations by the Directors, Steve O'Connor, Group
Sales Director, and Mark Perrins, Group Managing Director, who are deemed to
be PDMRs of the Company, have conditionally subscribed for 11,250 and 13,750
Placing Shares at the Issue Price, respectively.

General Meeting and posting of the Circular

The Fundraising is wholly conditional upon, inter alia, the Fundraising
Resolution which is required to implement the Fundraising being duly passed by
Shareholders at the General Meeting 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 Circular, including the Notice of General Meeting, is expected to be
despatched to Shareholders on 21 December 2023 and will be available on the
Company's website at www.striptinning.com/investors.

Admission, Settlement and Dealings

Application will be made to the London Stock Exchange for the Placing Shares
to be admitted to trading on AIM. Subject to the passing of the Fundraising
Resolution at the General Meeting, it is expected that Admission will become
effective and that dealings in the Placing Shares will commence at 8.00 a.m.
on 17 January 2024. In addition to the passing of the Fundraising Resolution,
the Placing is conditional upon, inter alia, Admission becoming effective, and
the Placing Agreement not being terminated in accordance with its terms.

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

Capitalised terms used in this Announcement have the meanings given to them in
the Launch Announcement, unless the context provides otherwise.

The person responsible for arranging the release of this Announcement on
behalf of the Company is Adam Le Van, Chief Financial Officer of the Company.

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 and Sole
Broker)                    +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 distribution of this Announcement in or into jurisdictions other than the
United Kingdom may be restricted by law and therefore any persons who are
subject to the laws of any jurisdiction other than the United Kingdom should
inform themselves about, and observe, such restrictions. Any failure to comply
with the applicable restrictions may constitute a violation of the securities
laws of any such jurisdiction. Subject to certain exceptions, this
Announcement is not for release, publication or distribution, directly or
indirectly, in or into the United States, Australia, Canada, Japan, New
Zealand, the Republic of South Africa or any jurisdiction where to do so might
constitute a violation of local securities laws or regulations.

Singer Capital Markets Advisory LLP, which is authorised and regulated in the
UK by the FCA, is acting as nominated adviser to the Company in connection
with the matters described in this Announcement and is not acting for any
other persons in relation to the Fundraising and Admission. Singer Capital
Markets Advisory LLP is acting exclusively for the Company and for no one else
in relation to the contents of this Announcement and persons receiving this
Announcement should note that Singer Capital Markets Advisory LLP will not be
responsible to anyone other than the Company for providing the protections
afforded to clients of Singer Capital Markets Advisory LLP or for advising any
other person on the arrangements described in this Announcement. The
responsibilities of Singer Capital Markets Advisory LLP as the Company's
nominated adviser under the AIM Rules and the AIM Rules for Nominated Advisers
are owed solely to the London Stock Exchange and are not owed to the Company
or to any Director, Shareholder, Noteholder or other person in respect of
their decision to acquire shares in the capital of the Company or Convertible
Loan Notes in reliance on any part of this Announcement, or otherwise.

Singer Capital Markets Securities Limited ("Singer Capital Markets"), which is
authorised and regulated in the UK by the FCA, is acting as broker to the
Company in connection with the matters described in this Announcement and is
not acting for any other persons in relation to the Fundraising and Admission.
Singer Capital Markets is acting exclusively for the Company and for no one
else in relation to the contents of this Announcement and persons receiving
this Announcement should note that Singer Capital Markets will not be
responsible to anyone other than the Company for providing the protections
afforded to clients of Singer Capital Markets or for advising any other person
on the arrangements described in this Announcement.

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.

 

 

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