REG - Strix Group PLC - Results of Placing
05/10/2022 12:30
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RNS Number : 9091B Strix Group PLC 05 October 2022
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION,
RELEASE, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, OR INTO, THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL. THE INFORMATION CONTAINED
HEREIN DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN ANY
JURISDICTION. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
5 October 2022
Strix Group PLC
("Strix", the "Company" or the "Group")
Results of Placing
Further to the announcement earlier this morning of the proposed placing of
new ordinary shares in Strix (the "Placing Announcement"), Strix is pleased to
announce that it has successfully raised approximately £13 million before
expenses under the Placing.
A total of 11,304,347 Placing Shares have been placed with new and
existing investors, conditional on Admission, at a price of 115 pence per
Placing Share representing a discount of 10.0% to the closing mid market price
on 4 October 2022 (being the last practicable day prior to the release of this
Announcement) and 8.0% when taking into account the interim dividend of 2.75p.
The Placing Shares represent 5.5% of the issued share capital of Strix.
Pursuant to the Placing, certain directors of the Company have subscribed for
Placing Shares as follows:
Director Position Previous Holding % of total issued share capital held previously Placing Amount Placing Shares Resulting holding Resulting % of issued share capital held
Mark Bartlett CEO 2,611,987 1.26% £15,000 13,043 2,625,030 1.20%
Raudres Wong((1)) CFO 1,890,417 0.91% £100,000 86,957 1,977,374 0.90%
Gary Lamb((2)) Chairman 294,400 0.14% £200,000 173,913 468,313 0.21%
Richard Sells NED - - £5,000 4,347 4,347 0.00%
Mark Kirkland NED 20,135 0.01% £50,000 43,478 63,613 0.03%
Total - 4,816,939 2.32% £370,000 321,738 5,138,677 2.35%
1 Shares held in the name of her husband, Wing Yip Fong
2 Shares registered in the name of GEL Investments Limited, a
company controlled by Gary Lamb
Stifel and Zeus acted as joint bookrunners in connection with the Placing.
Application has been made for the 11,304,347 Placing Shares to be admitted to
trading on AIM. It is expected that Admission will occur at 8.00 a.m. on or
around 11 October 2022. Following Admission of the Placing Shares, the
Company's issued ordinary share capital will comprise 218,710,900 ordinary
shares.
Therefore, following Admission of the Placing Shares, the total number of
ordinary shares with voting rights in the Company will be 218,710,900 which
may be used by shareholders as the denominator for the calculations by which
they will determine if they are required to notify their interest in, or a
change to their interest in, the Company under the Financial Conduct
Authority's Disclosure Guidance and Transparency Rules.
Other than where defined, capitalised terms used in this announcement have the
meanings given to them in the Placing Announcement.
For further information:
For further enquiries, please contact:
Strix Group Plc Tel: +44 (0) 1624 829829
Mark Bartlett, CEO
Raudres Wong, CFO
Zeus (Joint Bookrunner) +44 (0) 20 3829 5000
Nick Cowles / Jamie Peel / Jordan Warburton / Matt Hogg (Investment Banking)
Dominic King (Corporate Broking)
Stifel Nicolaus Europe Limited (Joint Bookrunner) +44 (0) 20 7710 7600
Matthew Blawat / Francis North
IFC Advisory Limited (Financial PR and IR) +44 (0) 20 3934 6630
Graham Herring / Tim Metcalfe / Florence Chandler
About Strix Group plc
Isle of Man based Strix, is a global leader in the design, manufacture and
supply of kettle safety controls and other components and devices involving
water heating and temperature control, steam management and water filtration.
Strix's core product range comprises a variety of safety controls for small
domestic appliances, primarily kettles. Kettle safety controls require
precision engineering and intricate knowledge of material properties in order
to repeatedly function correctly. Strix has built up market leading capability
and know-how in this field since being founded in 1982.
Strix is admitted to trading on the AIM Market of the London Stock Exchange
(AIM: KETL).
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Mark Bartlett
2 Reason for the notification
a) Position/status Chief Executive Officer
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Strix Group plc
b) LEI 213800KZEW5W6BZMNT62
4 Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument Ordinary shares of 1 pence each
Identification code ISIN: IM00BF0FMG91
b) Nature of the transaction Purchase of ordinary shares
c) Price(s) and volume(s)
Price(s) Volume(s)
115p 13,043
d) Aggregated information N/A single transaction
- Aggregated volume
- Price
e) Date of the transaction 5 October
f) Place of the transaction Outside of a trading venue
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Wing Yip Fong ((3))
2 Reason for the notification
a) Position/status PCA of Raudres Wong, CFO of Strix
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Strix Group plc
b) LEI 213800KZEW5W6BZMNT62
4 Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument Ordinary shares of 1 pence each
Identification code ISIN: IM00BF0FMG91
b) Nature of the transaction Purchase of ordinary shares
c) Price(s) and volume(s)
Price(s) Volume(s)
115p 86,957
d) Aggregated information N/A single transaction
- Aggregated volume
- Price
e) Date of the transaction 5 October
f) Place of the transaction Outside of a trading venue
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name GEL Investments Limited((4))
2 Reason for the notification
a) Position/status A company controlled by Gary Lamb, Non-executive Chairman of Strix
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Strix Group plc
b) LEI 213800KZEW5W6BZMNT62
4 Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument Ordinary shares of 1 pence each
Identification code ISIN: IM00BF0FMG91
b) Nature of the transaction Purchase of ordinary shares
c) Price(s) and volume(s)
Price(s) Volume(s)
115p 173,913
d) Aggregated information N/A single transaction
- Aggregated volume
- Price
e) Date of the transaction 5 October
f) Place of the transaction Outside of a trading venue
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Richard Sells
2 Reason for the notification
a) Position/status Non-executive Director
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Strix Group plc
b) LEI 213800KZEW5W6BZMNT62
4 Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument Ordinary shares of 1 pence each
Identification code ISIN: IM00BF0FMG91
b) Nature of the transaction Purchase of ordinary shares
c) Price(s) and volume(s)
Price(s) Volume(s)
115p 4,347
d) Aggregated information N/A single transaction
- Aggregated volume
- Price
e) Date of the transaction 5 October
f) Place of the transaction Outside of a trading venue
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Mark Kirkland
2 Reason for the notification
a) Position/status Non-executive Director
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Strix Group plc
b) LEI 213800KZEW5W6BZMNT62
4 Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument Ordinary shares of 1 pence each
Identification code ISIN: IM00BF0FMG91
b) Nature of the transaction Purchase of ordinary shares
c) Price(s) and volume(s)
Price(s) Volume(s)
115p 43,478
d) Aggregated information N/A single transaction
- Aggregated volume
- Price
e) Date of the transaction 5 October
f) Place of the transaction Outside of a trading venue
3 Shares held by CFO, Raudres Wong, in the name of her
husband, Wing Yip Fong
4 Shares registered in the name of GEL Investments Limited, a
company controlled by Gary Lamb
IMPORTANT NOTICE
This announcement (the "Announcement") do not constitute or form part of, and
should not be construed as, any offer to sell or issue or a solicitation of an
offer to buy, subscribe for or otherwise acquire any securities in any
jurisdiction. This Announcement is not for publication or distribution,
directly or indirectly, in whole or in part, in or into the United States of
America (including its territories and possessions, any state of the United
States and the District of Columbia) (the "United States"), Australia, Canada,
Japan, the Republic of South Africa or any other jurisdiction in which such
publication or distribution would be unlawful ("Restricted Jurisdiction") (or
to any persons in a Restricted Jurisdiction) unless permitted pursuant to an
exemption under the relevant local law or regulation in any such jurisdiction.
Any failure to comply with this restriction may constitute a violation of the
applicable laws of such jurisdictions. Persons needing advice should consult
an independent financial adviser.
This Announcement is not for publication or distribution, directly or
indirectly, in or into the United States. This Announcement is not an offer of
securities for sale into the United States. The securities referred to herein
have not been and will not be registered under the U.S. Securities Act of
1933, as amended (the "Securities Act"), and may not be offered or sold in the
United States, except pursuant to an applicable exemption from registration.
No public offering of securities is being made in the United States.
No action has been taken by the Company, Stifel, Zeus or any of their
respective directors, officers, partners, agents, employees, affiliates,
advisors, consultants, persons connected with them as defined in the Financial
Services and Markets Act 2000, as amended ("FSMA") (together, "Affiliates")
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 receiving this Announcement are required to inform
themselves about and to observe any restrictions contained in this
Announcement.
This Announcement is directed at and is only being distributed to: (A) if in a
member state of the European Economic Area, persons who are "qualified
investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129, as
amended (the "EU Prospectus Regulation"), (B) if in the United Kingdom,
persons who are "qualified investors" within the meaning of Article 2(e) of
Regulation (EU) 2017/1129, as it forms part of UK domestic law by virtue of
the European Union (Withdrawal) Act 2018, as amended (the "UK Prospectus
Regulation") and who (i) have professional experience in matters relating to
investments falling within the definition of "investment professionals" in
Article 19(5) of FSMA (Financial Promotion) Order 2005, as amended (the
"Order"); or (ii) high net worth entities falling within Article 49(2)(a) to
(d) of the Order or (C) other persons to whom it may otherwise lawfully be
communicated (all such persons together being referred to as "Relevant
Persons"). No other person should act on or rely on this Announcement and
persons distributing this Announcement must satisfy themselves that it is
lawful to do so. By accepting the terms of this Announcement, you represent
and agree that you are a Relevant Person. This Announcement must not be acted
on or relied on by persons who are not Relevant Persons. 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. As regards
all persons other than Relevant Persons, the details of the Placing set out in
this Announcement are for information purposes only.
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Announcement
should seek appropriate advice before taking any action.
This Announcement is not being distributed by, nor has it been approved for
the purposes of section 21 of FSMA by, a person authorised under FSMA. This
Announcement is being distributed and communicated to persons in the United
Kingdom only in circumstances in which section 21(1) of FSMA does not require
approval of the communication by an authorised person.
No prospectus has been or will be made available in connection with the
matters contained in this Announcement and no such prospectus is required (in
accordance with the EU Prospectus Regulation and the UK Prospectus Regulation)
to be published.
The information contained in this Announcement is for background purposes only
and does not purport to be full or complete. No reliance may be placed for any
purpose on the information contained in this Announcement or its accuracy,
fairness or completeness. None of the information in this Announcement has
been independently verified or approved by Stifel, Zeus or any of their
respective Affiliates.
Stifel and Zeus, each of which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, are acting exclusively for the
Company and for no one else in connection with the Placing and will not regard
any other person (whether or not a recipient of this Announcement) as a client
in relation to the Placing or any other matter referred to in this
Announcement, and will not be responsible to anyone other than the Company for
providing the protections afforded to their respective clients nor for
providing advice in relation to the Placing, or any other matter referred to
in this Announcement. The responsibilities of Zeus as the Company's nominated
adviser under the AIM Rules for Companies and the AIM Rules for Nominated
Advisers are owed solely to the London Stock Exchange and are not owed to the
Company or any director, shareholder or any other person.
This Announcement is being issued by and is the sole responsibility of the
Company. 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 or on behalf of Stifel or Zeus or any of their respective
Affiliates as to, or in relation to, the accuracy, adequacy 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.
Recipients of this Announcement should conduct their own independent
investigation, evaluation and assessment of the merits or otherwise of the
business, data and property described in this Announcement. This Announcement
does not constitute a recommendation concerning any investor's options with
respect to the Placing. The price and value of securities can go down as well
as up. Past performance is not a guide to future performance. 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 earnings per share
of the Company for the current or future financial years would necessarily
match or exceed the historical published earnings or earnings per share of the
Company. The contents of this Announcement are not to be construed as legal,
business, financial, regulatory or tax advice. Each shareholder or prospective
investor should consult with his or her or its own legal adviser, business
adviser, financial adviser or tax adviser for legal, financial, business,
regulatory or tax advice. Investing in the Placing Shares involves a
substantial degree of risk.
The Placing Shares will not be admitted to trading on any stock exchange other
than AIM.
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.
Information to Distributors
UK product governance
Solely for the purposes of the product governance requirements contained
within of 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 Placing
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 Chapter 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii)
eligible for distribution through all permitted distribution channels (the "UK
Target Market Assessment"). Notwithstanding the UK Target Market Assessment,
distributors should note that: (a) the price of the Placing Shares may decline
and investors could lose all or part of their investment; (b) the Placing
Shares offer no guaranteed income and no capital protection; and (c) an
investment in the Placing 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 UK
Target Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation to the
Placing. Furthermore, it is noted that, notwithstanding the UK Target Market
Assessment, the Joint Bookrunners will only procure investors who meet the
criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the UK 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 Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
EEA product governance
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process, which has determined that the
Placing Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an investment
in the Company's 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 Placing.
Furthermore, it is noted that, notwithstanding the Target Market Assessment,
the Joint Bookrunners 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 MiFID
II; or (b) a recommendation to any investor or group of investors to invest
in, or purchase, or take any other action whatsoever with respect to the
Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
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