REG - Tekmar Group PLC - Result of Placing and Subscription

TekmarAnnouncement

31/03/2023 13:30

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RNS Number : 9902U  Tekmar Group PLC  31 March 2023

THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE INFORMATION CONTAINED
HEREIN 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, THE REPUBLIC OF SOUTH AFRICA, THE REPUBIC OF IRELAND,
SINGAPORE, HONG KONG OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT
NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY
PERSON TO PURCHASE AND/OR SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES IN TEKMAR GROUP PLC OR ANY OTHER ENTITY IN ANY JURISDICTION.
NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE
BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN
RESPECT OF TEKMAR GROUP PLC.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE EU REGULATION 596/2014 ("MAR") AND ARTICLE 7 OF MAR AS INCORPORATED INTO
UK DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018) ("UK
MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN
RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE
RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS
PERMITTED BY UK MAR.  UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE
INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS
SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.

 

31 March 2023

 

Tekmar Group plc

("Tekmar", the "Group" or the "Company")

Result of Placing and Subscription

Further to the announcement made at 07.00 today (the "Launch Announcement"),
Tekmar Group plc (AIM: TGP), a leading provider of technology and services for
the global offshore energy markets, is pleased to confirm that the Company has
conditionally raised gross proceeds of approximately £6.275 million pursuant
to the Placing from existing investors and the Subscription from SCF-IX L.P
and a Proposed Director, Steve Lockard.

 

In total, 22,222,222 Placing Shares have been conditionally placed and
47,505,458 Subscription Shares have been conditionally subscribed for, in each
case at the Issue Price of 9 pence per share.

 

The Retail Offer will be launched at 8.00 a.m. on 4 April 2023, with a
separate announcement to be made in due course.

 

Singer Capital Markets Securities Limited ("SCM Securities") is acting as
agent for and on behalf of the Company in respect of the Placing. The Placing
was conducted by way of an accelerated book build process.

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

Related Party Transaction

Schroder Investment Management ("Schroder"), a substantial shareholder of the
Company (as defined in the AIM Rules), have subscribed for 14,811,112 Placing
Shares in the Placing.

The participation of Schroder in the Placing is deemed to be a related party
transactions under Rule 13 of the AIM Rules. The Independent Directors, (being
the Directors other than Derek Bulmer) consider, having consulted with the
Company's nominated adviser, Singer Capital Market Advisory LLP, that the
terms of this related party transaction are fair and reasonable insofar as the
Shareholders are concerned.

Admission, Settlement and Dealings

Application will be made to the London Stock Exchange for admission of the New
Ordinary Shares to trading on the AIM market ("AIM") of London Stock Exchange
plc (the "London Stock Exchange").

It is expected that admission of the New Ordinary Shares will take place on or
before 8.00 a.m. on 20 April 2023 and that dealings in the New Ordinary Shares
on AIM will commence at the same time.

In addition to the passing of certain Resolutions, the Placing and
Subscription, are conditional upon, among other things, Admission becoming
effective.

The Placing is not conditional on the Subscription being completed, nor is any
part of the Placing subject to clawback from the Retail Offer.

Following Admission and assuming the full take up of the Retail Offer, the
Company will have 145,874,813 Ordinary Shares in issue. The New Ordinary
Shares to be issued, 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.

A further announcement will be made in relation to total voting rights in the
Company's share capital following the issue of the New Ordinary Shares.

The Circular containing, amongst other things, the Notice of the General
Meeting is expected to be despatched to Shareholders in due course (and no
later than 3 April 2023).

 

This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notices"
section of this Announcement.

Enquiries

 

 Tekmar Group plc                                                                +44 (0) 1325 379 520
 Alasdair MacDonald (Chief Executive Officer)

Leanne Wilkinson (Interim Chief Financial Officer)
 Singer Capital Markets (Nominated Adviser, Sole Bookrunner and Joint Financial  +44 (0) 20 7496 3000
 Adviser)
 Rick Thompson / George Tzimas / Alex Emslie
 Bamburgh Capital Limited (Joint Financial Adviser)                              +44 (0) 131 376 0901
 Murdo Montgomery / Richard Evans

 

IMPORTANT NOTICES

Neither this Announcement, nor any copy of it, nor the information contained
in it, is for publication, release, transmission, distribution or forwarding,
in whole or in part, directly or indirectly, in or into the United States,
Australia, Canada, Japan or the Republic of South Africa or any other
jurisdiction in which publication, release or distribution would be unlawful
(or to any persons in any of those jurisdictions). This Announcement is for
information purposes only and does not constitute an offer to sell or issue,
or the solicitation of an offer to buy, acquire or subscribe for shares in the
capital of the Company in the United States, Australia, Canada, Japan or the
Republic of South Africa or any other state or jurisdiction (or to any persons
in any of those jurisdictions). This Announcement has not been approved by the
London Stock Exchange. Any failure to comply with these restrictions may
constitute a violation of the securities laws of such jurisdictions.

The Placing Shares have not been, and will not be, registered under the US
Securities Act or with any securities regulatory authority or under any
securities laws of any state or other jurisdiction of the United States and
may not be offered, sold, resold, pledged, transferred or delivered, directly
or indirectly, in or into the United States except pursuant to an applicable
exemption from, or in a transaction not subject to, the registration
requirements of the US Securities Act and in compliance with the securities
laws of any state or other jurisdiction of the United States. No public
offering of securities is being made in the United States. The Placing Shares
have not been approved, disapproved or recommended by the U.S. Securities and
Exchange Commission, any state securities commission in the United States or
any other U.S. regulatory authority, nor have any of the foregoing authorities
passed upon or endorsed the merits of the offering of the Placing Shares.
Subject to certain exceptions, the securities referred to herein may not be
offered or sold in the United States, Australia, Canada, Japan or the Republic
of South Africa or to, or for the account or benefit of, any national,
resident or citizen of the United States, Australia, Canada, Japan or the
Republic of South Africa.

No public offering of the Placing Shares is being made in the United States,
United Kingdom or elsewhere. All offers of the Placing Shares will be made
pursuant to an exemption from the requirement to produce a prospectus under
the EU Prospectus Regulation or the UK Prospectus Regulation.

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 apply.

No prospectus 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 or UK Prospectus Regulation) to be published.
Members of the public are not eligible to take part in the Placing. This
Announcement (including the terms and conditions contained in this
Announcement) is for information purposes only and (unless otherwise agreed by
Singer Capital Markets) is directed only at: (a) persons in member states of
the EEA who are qualified investors within the meaning of Article 2(e) of the
EU Prospectus Regulation ("EEA Qualified Investors"); (b) persons in the
United Kingdom, who are qualified investors, being persons falling within the
meaning of Article 2(e) of 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 the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended
(the "Order"); or (ii) are persons falling within article 49(2)(a) to (d)
("high net worth companies, unincorporated associations, etc") of the Order;
or (c) persons to whom it may otherwise lawfully be communicated, (each such
persons in (a), (b) and (c) together being referred to as "Relevant Persons").
This Announcement (including the terms and conditions set out in this
Announcement) must not be acted on or relied on by persons who are not
Relevant Persons. Persons distributing this Announcement must satisfy
themselves that it is lawful to do so. Any investment or investment activity
to which this Announcement (including the terms and conditions set out herein)
relates is available only to, and will be engaged in only with, Relevant
Persons.

This Announcement has been issued by, and is the sole responsibility of, the
Company. No responsibility or liability is or will be accepted by, and no
undertaking, representation or warranty or other assurance, express or
implied, is or will be made or given by Singer Capital Markets, or by any of
their respective partners, directors, officers, employees, advisers,
consultants or affiliates as to, or in relation to, the accuracy, fairness or
completeness of the information or opinions contained in this Announcement or
any other written or oral information made available to or publicly available
to any interested person or its advisers, and any liability therefore is
expressly disclaimed. The information in this Announcement is subject to
change.

Singer Capital Markets Securities Limited ("SCM Securities"), which is
authorised and regulated in the United Kingdom by the FCA is acting solely for
the Company and no-one else in connection with the Placing and 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 Placing or the transactions and arrangements
described in this Announcement. SCM Securities is not responsible to anyone
other than the Company for providing the protections afforded to clients of
SCM Securities or for providing advice in connection with the contents of this
Announcement, the Placing or the transactions and arrangements described
herein.

Singer Capital Markets Advisory LLP ("SCM Advisory"), which is authorised and
regulated in the United Kingdom by the FCA, is acting as nominated adviser to
the Company for the purposes of the AIM Rules and no-one else in connection
with the Placing and the transactions and arrangements described in this
Announcement and will not be responsible to any other person (whether or not a
recipient of this Announcement) as a client in relation to the Placing or the
transactions and arrangements described in this Announcement. SCM Advisory is
not responsible to anyone other than the Company for providing the protections
afforded to clients of SCM Advisory or for providing advice in connection with
the contents of this Announcement, the Placing or the transactions and
arrangements described herein. SCM Advisory's responsibilities as the
Company's nominated adviser under 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 or to any other person.

None of the information in this Announcement has been independently verified
or approved by Singer Capital Markets or any of their respective partners,
directors, officers, employees, advisers, consultants or affiliates. Save for
any responsibilities or liabilities, if any, imposed on Singer Capital Markets
by FSMA or by the regulatory regime established under it, no responsibility or
liability whatsoever whether arising in tort, contract or otherwise, is
accepted by Singer Capital Markets or any of its partners, directors,
officers, employees, advisers, consultants or affiliates whatsoever for the
contents of the information contained in this Announcement (including, but not
limited to, any errors, omissions or inaccuracies in the information or any
opinions) or for any other statement made or purported to be made by or on
behalf of Singer Capital Markets or any of its partners, directors, officers,
employees, advisers, consultants or affiliates in connection with the Company,
the Placing Shares or the Placing or for any loss, cost or damage suffered or
incurred howsoever arising, directly or indirectly, from any use of this
Announcement or its contents or otherwise in connection with this Announcement
or from any acts or omissions of the Company in relation to the Placing.
Singer Capital Markets and its partners, directors, officers, employees,
advisers, consultants and affiliates accordingly disclaim all and any
responsibility and liability whatsoever, whether arising in tort, contract or
otherwise in respect of any statements or other information contained in this
Announcement and no representation or warranty, express or implied, is made by
Singer Capital Markets or any of its partners, directors, officers, employees,
advisers, consultants or affiliates as to the accuracy, completeness or
sufficiency of the information contained in this Announcement.

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

Persons distributing this Announcement must satisfy themselves that it is
lawful to do so. Persons (including without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward a copy of
this Announcement (or any part thereof) should seek appropriate advice before
taking any action.

In connection with the Placing, Singer Capital Markets and any of its
affiliates, acting as investors for their own account, may take up a portion
of the shares in the Placing as a principal position and in that capacity may
retain, purchase, sell, offer to sell for their own accounts or otherwise deal
for their own account in such shares and other securities of the Company or
related investments in connection with the Placing or otherwise. Accordingly,
references to Placing Shares being offered, acquired, placed or otherwise
dealt in should be read as including any issue or offer to, or acquisition,
Placing or dealing by, Singer Capital Markets and any of its affiliates acting
in such capacity. In addition, Singer Capital Markets and any of its
affiliates may enter into financing arrangements (including swaps) with
investors in connection with which Singer Capital Markets and any of its
affiliates may from time to time acquire, hold or dispose of shares. Singer
Capital Markets does not intend to disclose the extent of any such investment
or transactions otherwise than in accordance with any legal or regulatory
obligations to do so.

This Announcement may contain and the Company may make verbal statements
containing "forward-looking statements" with respect to certain of the
Company's plans and its current goals and expectations relating to its future
financial condition, performance, strategic initiatives, objectives and
results. Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan", "goal",
"believe", "seek", "may", "could", "outlook" or other words of similar
meaning. By their nature, all forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances which are
beyond the control of the Company. As a result, the actual future financial
condition, performance and results of the Company may differ materially from
the plans, goals and expectations set forth in any 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. These forward-looking
statements reflect the Company's judgment at the date of this Announcement and
are not intended to give any assurance as to future results and the Company
cautions that its actual results of operations and financial condition, and
the development of the industry in which it operates, may differ materially
from those made in or suggested by the forward-looking statements contained in
this Announcement and/or information incorporated by reference into this
Announcement. The information contained in this Announcement is subject to
change without notice and except as required by applicable law or regulation,
the Company expressly disclaims any obligation or undertaking to publish any
updates, supplements 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 statements are based, except where required to do so under applicable
law.

This Announcement does not identify or suggest, or purport to identify or
suggest, the risks (direct or indirect) that may be associated with an
investment in the Placing Shares. Any investment decision to buy Placing
Shares in the Placing must be made solely on the basis of publicly available
information, which has not been independently verified by Singer Capital
Markets. This Announcement does not constitute a prospectus or offering
memorandum or an offer in respect of any securities and is not intended to
provide the basis for any decision in respect of the Company or other
evaluation of any securities of the Company or any other entity and should not
be considered as a recommendation that any investor should subscribe for,
purchase, otherwise acquire, sell or otherwise dispose of any such securities.
Recipients of this Announcement who are considering acquiring Placing Shares
pursuant to the Placing are reminded that they should conduct their own
investigation, evaluation and analysis of the business, data and property
described in this Announcement. The price and value of securities can go down
as well as up and past performance is not a guide to future performance. The
contents of this Announcement is not to be construed as legal, business,
financial or tax advice. Each investor should consult with his or her or its
own legal adviser, business adviser, financial adviser or tax adviser for
legal, financial, business or tax advice.

No statement in this Announcement is intended to be a profit forecast or
estimate, and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of the Company.

References in this Announcement to other reports or materials, such as a
website address, have been provided to direct the reader to other sources of
information on the Company which may be of interest. 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 Placing Shares to be issued or sold pursuant to the Placing will not be
admitted to trading on any stock exchange other than AIM.

Information to Distributors

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, Singer Capital Markets or any of its affiliates that would permit
an offering of the Placing Shares or possession or distribution of this
Announcement or any other offering or publicity material relating to the
Placing Shares in any jurisdiction where action for that purpose is required.
Persons into whose possession this Announcement comes are required by the
Company and Singer Capital Markets to inform themselves about, and to observe,
such restrictions.

 

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