REG - Tekmar Group PLC - Result of GM, Issue of Equity and TVR

TekmarAnnouncement

19/04/2023 13:01

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RNS Number : 7926W  Tekmar Group PLC  19 April 2023

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Tekmar Group plc

("Tekmar", or the "Company")

Result of General Meeting

Issue of Equity and Total Voting Rights

Concert Party Holdings

Directorate Changes

 

Tekmar Group (AIM: TGP), a leading provider of technology and services for the
global offshore energy markets, is pleased to announce that all resolutions
put to Shareholders at the General Meeting held earlier today in connection
with the Proposals, were duly passed.

 

The Placing and Retail Offer remains conditional, inter alia, upon Admission
and the Placing Agreement not being terminated in accordance with its terms.
The Subscription remains conditional upon Admission.

 

Issue of equity

 

The Company has therefore raised approximately £6.39 million (before
expenses) through the Placing, Subscription and Retail Offer. Tekmar has
issued and allotted 22,222,222 Placing Shares, 47,505,458 Subscription Shares
and 1,273,164 Retail Shares. The Company has also issued and allotted
4,075,788 Management Shares to certain members of the senior management team,
including Alasdair MacDonald the Group Chief Executive Officer, in settlement
as part of their annual bonus payments.

 

Application has been made to the London Stock Exchange for 75,076,632 New
Ordinary Shares to be admitted to trading on AIM. Admission and dealings in
the New Ordinary Shares is expected to occur at 8.00 a.m. on 20 April 2023.

 

The New Ordinary Shares will rank pari passu with the Existing Ordinary
Shares.

 

Total voting rights

 

Following Admission, the Company will have 136,036,866 Ordinary Shares in
issue. No shares are held in treasury, therefore, the total number of voting
rights in the Company following Admission will be 136,036,866.

 

Shareholders may use this figure 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 issued share capital of the Company, under
the FCA's Disclosure Guidance and Transparency Rules.

 

Concert Party Holdings

 

Members of the Concert party will own 47,505,458 Ordinary Shares, 34.92 per
cent. of the voting rights of the Company. Assuming exercise in full by the
members of the Concert Party of conversion rights under the Convertible Loan
Note Instrument, including the capitalisation of all accrued interest (and
assuming that no other person converts any convertible securities or exercises
any options or any other right to subscribe for shares in the Company), the
members of the Concert Party would be interested in a maximum of 233,712,355
Ordinary Shares, representing approximately 72.53 per cent. of the enlarged
voting rights of the Company. A table showing the respective individual
interests in shares of the members of the Concert Party on completion of the
Proposals and following the exercise of the conversion rights of the
Convertible Loan Notes is set out below:

 

 Concert Party member                                         SCF Partners  SCF-IX       Steve Lockard  Totals
 Current Interest in Ordinary Shares                          -             -            -              -
 Subscription Shares                                          -             43,616,569   3,888,889      47,505,458
 Interest in Enlarged Ordinary Share Capital                  -             43,616,569   3,888,889      47,505,458

                                                                            32.06%       2.86%          34.92%
 Conversion Shares before accrued interest                    -             155,172,414  -              155,172,414
 Minimum Interest in Further Enlarged Ordinary Share Capital  -             198,788,983  3,888,889      202,677,872

                                                                            68.26%       1.34%          69.60%
 Conversion Shares from accrued interest                      -             31,034,483   -              31,034,483
 Maximum Interest in Further Enlarged Ordinary Share Capital  -             229,823,466  3,888,889      233,712,355

                                                                            71.32%       1.21%          72.53%

 

Directorate Changes

 

As outlined in the announcement on 31 March 2023, following completion of the
Proposals, it is expected that Steve Lockard and Colin Welsh will join the
Board of Tekmar as Non-Executive Directors, subject to customary due diligence
by the Company's nominated adviser.

 

Further regulatory disclosures in relation to the appointments of Steve
Lockard and Colin Welsh will be made at the time of confirmation of the
effective dates of their appointments in due course.

 

 

Unless otherwise defined, capitalised terms used in this announcement shall
have the same meanings as defined in the circular, published by the Company on
3 April 2023.

 

Enquiries:

 

 Tekmar Group plc

 Alasdair MacDonald / Leanne Wilkinson                                   +44 (0)1325 349 050
 Singer Capital Markets (Nominated Adviser, Sole Bookrunner and          +44 (0)20 7496 3000

 Joint Financial Adviser)

 Rick Thompson / George Tzimas / Alex Emslie
 Bamburgh Capital Limited (Rule 3 Adviser and Joint Financial Adviser)   +44 (0) 131 376 0901

 Murdo Montgomery / Richard Evans

 

 

About Tekmar Group plc

 

Tekmar Group plc (LON: TGP) collaborates with its partners to deliver robust
and sustainable engineering led solutions that enable the world's energy
transition.

 

Through our Offshore Energy and Marine Civils Divisions we provide a range of
engineering services and technologies to support and protect offshore wind
farms and other offshore energy assets and marine infrastructure. With near 40
years of experience, we optimise and de-risk projects, solve customers'
engineering challenges, improve safety and lower project costs. Our
capabilities include geotechnical design and analysis, simulation and
engineering analysis, bespoke equipment design and build, subsea protection
technology and subsea stability technology.

 

We have a clear strategy focused on strengthening Tekmar's value proposition
as an engineering solutions-led business which offers integrated and
differentiated technology, services and products to our global customer base.

 

Headquartered in Darlington, UK, Tekmar Group has an extensive global reach
with offices, manufacturing facilities, strategic supply partnerships and
representation in 18 locations across Europe, Africa, the Middle East, Asia
Pacific and North America.

 

 

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