REG - Tekcapital plc - Fundraising of £2.0 million

TekcapitalAnnouncement

29/02/2024 08:00

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RNS Number : 9379E  Tekcapital plc  29 February 2024

 

The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulations
(EU) No. 596/2014 as imported into the laws of England and Wales by virtue of
the European Union (Withdrawal) Act 2018 (as amended) and certain other
enacting measures ("UK MAR"). With the publication of this announcement via a
Regulatory Information Service ("RIS"), this inside information is now
considered to be in the public domain.

 

29 February 2024

Tekcapital plc

 

("Tekcapital" or the "Company")

 

Fundraising of £2.0 million (c.US$2.5m)

 

Tekcapital Plc (AIM: TEK) the UK intellectual property investment group
focused on creating valuable products that can improve people's lives
announces that it has raised a total of £2.0 million (c.US$2.5m) before
expenses, in a fundraising (the "Fundraising") comprising of a placing
("Placing") from existing and new shareholders, by way of the issue of, in
aggregate, 16,900,000 new ordinary shares of 0.4 pence each in the Company
(the "Ordinary Shares"), at a price ("Placing Price") of 10 pence per share
(the "Placing Shares") , together with a subscription ("Subscription") by
existing and new shareholders of, in aggregate, 3,100,000 new Ordinary Shares
("Subscription Shares") at the Placing Price.

The Placing was undertaken by the Company's broker SP Angel Corporate Finance
LLP.

Key Highlights:

-      £2.0m (US$2.5m) before expenses was raised by means of the
Fundraising.

 

Funds raised will be used as follows:

-      £300,000 to complete the build-out and commercial deployment of
Guident Ltd's new Remote Monitor and Control Centre (RMCC)

-      £500,000 for investment into Generative AI portfolio company
opportunity

-      Repayment of the loan of £600,000 plus interest entered into by
Tekcapital Europe Limited (a wholly owned subsidiary of the Company) with
Innovative Eyewear Inc. as announced on 12 January 2024

-      the remainder of the funds raised will primarily be for additional
working capital.

Admission and Total Voting Rights

Application will be made for the Placing Shares and Subscription Shares to be
admitted to trading on AIM ("Admission"). It is expected that Admission will
become effective on or around 06 March 2024.

Following the issue of the  Placing Shares and the Subscription Shares,
which, on Admission, will rank pari passu with the existing Ordinary Shares,
the total number of Ordinary Shares in issue with voting rights in the Company
will be 198,188,162 . There are no shares held in treasury.

The above figure of 198,188,162 Ordinary Shares may therefore be used by
shareholders as the denominator for the calculation by which they may
determine if they are required to notify their interest in, or change to their
interest in, the Company under the FCA's Disclosure Guidance and Transparency
Rules.

Clifford M. Gross Ph.D., Executive Chairman of Tekcapital plc commented:

 

"We are pleased to consummate this funding round which will enable us to
strengthen our balance sheet, complete the build-out of Guident's new RMCC to
facilitate servicing its growing client base, and form a fifth portfolio
company in the Generative AI space."

 

About Tekcapital plc

Tekcapital creates value from investing in new, university-developed
discoveries that can enhance people's lives and provides a range of technology
transfer services to help organisations evaluate and commercialise new
technologies. Tekcapital is quoted on the AIM market of the London Stock
Exchange (AIM: symbol TEK) and is headquartered in the UK. For more
information, please visit www.tekcapital.com (http://www.tekcapital.com) .

LEI: 213800GOJTOV19FIFZ85

For further information, please contact:

 

 Tekcapital Plc                                                                                 Via Flagstaff
 Clifford M. Gross, Ph.D.

 SP Angel Corporate Finance LLP (Nominated Adviser and Broker)                                  +44 (0) 20 3470 0470
 Richard Morrison/Charlie Bouverat (Corporate Finance)
 Richard Parlons/Abigail Wayne (Corporate Broking)

 Flagstaff Strategic and Investor Communications                                                +44 (0) 20 7129 1474
 Tim Thompson/Andrea Seymour/Fergus Mellon

 

 

 

IMPORTANT INFORMATION

 

The information contained in this Announcement does not constitute an offering
of securities for sale in the United States of America and no securities have
been or will be registered under the United States Securities Act 1933, as
amended (the "Securities Act") or under the securities laws of any state or
other jurisdiction in the United States of America nor will they qualify for
distribution under any of the relevant securities laws of Australia, Canada,
Japan or the Republic of South Africa, nor has any prospectus in connection
with the securities been lodged with or registered by the Australian
Securities and Investments Commission. The securities may not be offered or
sold in the United States of America. This Announcement is not for
distribution directly or indirectly in or into the United States of America,
Australia, Canada, Japan or the Republic of South Africa or in any other
jurisdiction in which such publication or distribution is unlawful.

 

This Announcement, does not constitute a prospectus or prospectus equivalent
document for the purposes of the prospectus rules and has not been, and will
not be, approved by, or filed with, the Financial Conduct Authority ("FCA").
It does not constitute or form part of, and should not be construed as, an
offer to sell or issue, or a solicitation of any offer of or invitation to buy
or subscribe for, any securities, nor shall it (or any part of it), or the
fact of its distribution, form the basis of, or be relied on in connection
with, or act as an inducement to enter into, any contract or commitment
whatsoever. Any failure to comply with these restrictions may constitute a
violation of the applicable securities laws in such jurisdiction. This
Announcement does not constitute a recommendation regarding any securities.

 

This Announcement contains (or may contain) certain forward-looking statements
with respect to certain of the Company's plans and its current goals and
expectations relating to its future financial condition and performance and
which involve a number of risks and uncertainties. The Company cautions
readers that no forward-looking statement is a guarantee of future performance
and that actual results could differ materially from those contained in the
forward-looking statements. These forward-looking statements can be identified
by the fact that they do not relate only to historical or current facts.
Forward-looking statements sometimes use words such as "aim", "anticipate",
"target", "expect", "estimate", "intend", "plan", "goal", "believe", or other
words of similar meaning. By their nature, forward-looking statements involve
risk and uncertainty because they relate to future events and circumstances,
including, but not limited to, economic and business conditions, the effects
of continued volatility in credit markets, market-related risks such as
changes in the price of commodities or changes in interest rates and foreign
exchange rates, the policies and actions of governmental and regulatory
authorities, changes in legislation, the further development of standards and
interpretations under International Financial Reporting Standards (IFRS)
applicable to past, current and future periods, evolving practices with regard
to the interpretation and application of standards under IFRS, the outcome of
pending and future litigation or regulatory investigations, the success of
future explorations, acquisitions and other strategic transactions and the
impact of competition. A number of these factors are beyond the Company's
control. As a result, the Company's actual future results may differ
materially from the plans, goals, and expectations set forth in the Company's
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 the FCA, the London Stock Exchange or applicable
law, the Company expressly disclaims any obligation or undertaking to release
publicly 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.

 

This Announcement is for information purposes only and shall not constitute an
offer to buy, sell, issue, or subscribe for, or the solicitation of an offer
to buy, sell, issue, or subscribe for any securities, nor shall there be any
sale of securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification, or exemption,
under the securities laws of any such jurisdiction.

 

This Announcement has been 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 SP Angel or by any of their affiliates or agents 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 therefore is expressly
disclaimed.

 

SP Angel is authorised and regulated by the FCA. SP Angel is acting for the
Company and for no-one else in connection with the Placing, and will not be
responsible to anyone other than the Company for providing the protections
afforded to its customers or for providing advice to any other person in
relation to the Placing or any other matter referred to herein.

 

The distribution of this Announcement and the offering of the Placing Shares
in certain jurisdictions may be restricted by law. No action has been taken by
the Company or SP Angel that would permit an offering of such shares or
possession or distribution of this Announcement or any other offering or
publicity material relating to such shares in any jurisdiction where action
for that purpose is required. Persons into whose possession this Announcement
comes are required by the Company and SP Angel to inform themselves about, and
to observe such restrictions.

 

Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of the Appendix or
this Announcement should seek appropriate advice before taking any action.

 

The Placing Shares to which this Announcement relates may be illiquid and / or
subject to restrictions on their resale. Prospective purchasers of the Placing
Shares should conduct their own due diligence on the Placing Shares. If you do
not understand the contents of this Announcement you should consult an
authorised financial adviser.

 

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.

 

All times and dates in this Announcement may be subject to amendment. SP Angel
shall notify the Placees and any person acting on behalf of the Placees of any
changes.

 

Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.

 

Solely for the purposes of the product governance requirements contained
within the following, each as imported into the laws of England and Wales by
virtue of the European Union (Withdrawal) Act 2018 (as amended) and certain
other enacting measures: (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
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 (a) retail investors, (b) investors who meet the criteria of
professional clients and (c) 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 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 Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling restrictions in
relation to an offer of securities such as the Placing Shares.

 

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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