REG - Tekmar Group PLC - Retail Offer

TekmarAnnouncement

03/04/2023 07:15

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RNS Number : 0466V  Tekmar Group PLC  03 April 2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA, CANADA, THE
REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND, SINGAPORE, HONG KONG OR
JAPAN OR ANY OTHER JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO
SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

 

THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR MATERIALS
RELATING TO THE RETAIL OFFER AS A FINANCIAL PROMOTION IS ONLY BEING MADE TO,
AND MAY ONLY BE ACTED UPON BY, THOSE PERSONS IN THE UNITED KINGDOM FALLING
WITHIN ARTICLE 43 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMENDED (WHICH INCLUDES AN EXISTING MEMBER OF TEKMAR
GROUP PLC).  ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT
RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND WILL BE ENGAGED IN ONLY WITH
SUCH PERSONS.

 

3 April 2023

 

Tekmar Group plc

 

Retail Offer

 

Tekmar plc ("Tekmar" or the "Company") is pleased to announce a retail offer
via the BookBuild platform (the "Retail Offer") to raise up to approximately
£1.0 million (before expenses) through the issue of new Ordinary Shares of 1
pence each in the capital of the Company (the "Ordinary Shares"). Under the
Retail Offer, up to 11,111,111 new Ordinary Shares (the "Retail Shares") will
be made available at a price of 9 pence per Retail Share (the "Issue Price").

In addition to the Retail Offer, the Company announced on 31 March 2023 a
strategic investment by SCF-IX L.P and Steve Lockard to support Tekmar's
strategy to become a global offshore wind services business through a
subscription of new Ordinary Shares (the "Subscription"), as well as a placing
of new Ordinary Shares through an accelerated bookbuild process with existing
institutional investors (the "Placing"), both at the Issue Price, to raise up
to approximately £7.275 million (before expenses).

A separate announcement has been made regarding the Placing and its terms, the
reasons for the Placing and use of proceeds. The proceeds of the Retail Offer
will be utilised in the same way as the proceeds of the Placing.

For the avoidance of doubt, the Retail Offer is not part of the Placing and
completion of the Placing is not conditional on the completion of the Retail
Offer.

 

The Retail Offer is conditional on, inter alia, completion of the Placing and
the Placing Shares and the Retail Shares being admitted to trading on the AIM
market of London Stock Exchange plc. Admission of the Retail Shares is
expected to take place and dealings are expected to commence at 8.00 a.m. on
or around 20 April 2023.

Expected Timetable in relation to the Retail Offer

 Retail Offer opens                                           8.00 AM on 4 April 2023
 Latest time and date for commitments under the Retail Offer  4.30 PM on 17 April
 Results of the Retail Offer announced                        18 April 2023
 Admission and dealings in Retail Shares commence             8.00 AM on 20 April 2023

Dealing Codes

 Ticker                         TGP
 ISIN for the Ordinary Shares   GB00BDFGGK53
 SEDOL for the Ordinary Shares  BDFGGK5

 

Bookbuild Retail Offer

 

The Company values its retail shareholder base and believes that it is
appropriate to provide its existing retail shareholders in the United Kingdom
with the opportunity to participate in the Retail Offer.

 

The Company is therefore making the Retail Offer open to eligible investors in
the United Kingdom through certain financial intermediaries which will be
listed, subject to certain access restrictions, on the following website:
https://www.bookbuild.live/deals/LW1L5Q/authorised-intermediaries
(https://www.bookbuild.live/deals/LW1L5Q/authorised-intermediaries) .

 

Singer Capital Markets Securities Limited is acting as retail offer
co-ordinator in relation to this Retail Offer (the "Retail Offer
Co-ordinator").

 

Existing retail shareholders can contact their broker or wealth manager
("intermediary") to participate in the Retail Offer. To be appointed as an
authorised intermediary in connection with the Retail Offer, each intermediary
must be on-boarded onto the BookBuild platform and agree to the final terms
and the retail offer terms and conditions, which regulate, inter alia, the
conduct of the Retail Offer on market standard terms and provide for the
payment of commission to any intermediary that elects to receive a commission
and/or fee (to the extent permitted by the FCA Handbook Rules) from the Retail
Offer Co-ordinator (on behalf of the Company).

 

Any expenses incurred by any intermediary are for its own account. Investors
should confirm separately with their intermediary whether there are any
commissions, fees or expenses that will be applied by such intermediary in
connection with any application made through that intermediary pursuant to the
Retail Offer.

 

The Retail Offer will open to eligible investors in the United Kingdom at 8.00
a.m. on 4 April 2023. The Retail Offer is expected to close at 4.30 p.m. on 17
April 2023. Investors should note that intermediaries may have earlier closing
times. The Retail Offer may close early if it is oversubscribed.

 

If any intermediary has any questions about how to participate in the Retail
Offer on behalf of existing retail shareholders, please contact Bookbuild
at support@bookbuild.live (mailto:support@bookbuild.live)

 

The Retail Offer is and will, at all times, only be made to, directed at and
may only be acted upon by those persons who are, shareholders in the Company.
To be eligible to participate in the Retail Offer, applicants must meet the
following criteria before they can submit an order for Retail Shares: (i) be a
customer of one of the participating intermediaries listed on the above
website; (ii) be resident in the United Kingdom and (iii) be a shareholder in
the Company (which may include individuals aged 18 years or over, companies
and other bodies corporate, partnerships, trusts, associations and other
unincorporated organisations and includes persons who hold their shares in the
Company directly or indirectly through a participating intermediary). For the
avoidance of doubt, persons who only hold CFDs, spread bets and/or similar
derivative instruments in relation to shares in the Company are not eligible
to participate in the Retail Offer.

 

The Company reserves the right to scale back any order under the Retail Offer
at its discretion. The Company reserves the right to reject any application
for subscription under the Retail Offer without giving any reason for such
rejection.

 

It is vital to note that once an application for Retail Shares has been made
and accepted via an intermediary, it cannot be withdrawn.

 

The Retail Shares will, when issued, be credited as 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 their date of issue.

 

It is a term of the Retail Offer that the total value of the Retail Shares
available for subscription at the Issue Price does not exceed £1.0 million.

 

The Retail Offer is offered in the United Kingdom under the exemption from the
requirement to publish a prospectus in section 86(1)(e) of FSMA. As such,
there is no need for the publication of a prospectus pursuant to the
Prospectus Regulation Rules of the Financial Conduct Authority, or for
approval of the same by the Financial Conduct Authority. The Retail Offer is
not being made into any jurisdiction other than the United Kingdom.

 

No offering document, prospectus or admission document has been or will be
prepared or submitted to be approved by the Financial Conduct Authority (or
any other authority) in relation to the Retail Offer, and investors'
commitments will be made solely on the basis of the information contained in
this announcement and information that has been published by or on behalf of
the Company prior to the date of this announcement by notification to a
Regulatory Information Service in accordance with the Financial Conduct
Authority's Disclosure Guidance and Transparency Rules and the Market Abuse
Regulation (EU Regulation No. 596/2014) ("MAR") as it forms part of the
domestic law of England and Wales by virtue of the European Union (Withdrawal)
Act 2018 (as amended).

 

There is a minimum subscription of £270 per eligible investor under the terms
of the Retail Offer. There is no maximum application amount per investor under
the terms of the Retail Offer except that the aggregate total consideration
for the Retail Offer shall not exceed £1.0 million. The terms and conditions
on which investors subscribe for Retail Shares will be provided by the
relevant financial intermediaries including relevant commission or fee
charges.

 

Investors should make their own investigations into the merits of an
investment in the Company. Nothing in this announcement amounts to a
recommendation to invest in the Company or amounts to investment, taxation or
legal advice.

 

It should be noted that a subscription for Retail Shares and investment in the
Company carries a number of risks. Investors should take independent advice
from a person experienced in advising on investment in securities such as the
Retail Shares if they are in any doubt.

 

An investment in the Company will place capital at risk. The value of
investments, and any income, can go down as well as up, so investors could get
back less than the amount invested.

 

Neither past performance nor any forecasts should be considered a reliable
indicator of future results.

 

Enquiries:

 Tekmar Group plc                                     +44 (0) 13 2537 9520
 Alasdair MacDonald (Chief Executive Officer)

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

 

This announcement should be read in its entirety. In particular, the
information in the "Important Notices" section of the announcement should be
read and understood.

 

More information on the Company can be found on its website at
https://investors.tekmar.co.uk/ (https://investors.tekmar.co.uk/) .

Important Notices

 

The content of this announcement has been prepared by and is the sole
responsibility of the Company.

 

The Retail Offer is only open to investors in the United Kingdom who fall
within Article 43 of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (which includes an existing member of the
Company).

 

This announcement and the information contained herein is not for release,
publication or distribution, directly or indirectly, in whole or in part, in
or into or from the United States (including its territories and possessions,
any state of the United States and the District of Columbia (the "United
States" or "US")), Australia, Canada, the Republic of South Africa, the
Republic of Ireland, Singapore, Hong Kong or Japan or any other jurisdiction
where to do so might constitute a violation of the relevant laws or
regulations of such jurisdiction.

 

The Retail Shares have not been and will not be registered under the US
Securities Act of 1933, as amended (the "US Securities Act") or under the
applicable state securities laws of the United States and may not be offered
or sold directly or indirectly in or into the United States or to or for the
account or benefit of any US person (within the meaning of Regulation S under
the US Securities Act) (a "US Person"). No public offering of the Retail
Shares is being made in the United States. The Retail Shares are being offered
and sold outside the United States in "offshore transactions", as defined in,
and in compliance with, Regulation S under the US Securities Act. In addition,
the Company has not been, and will not be, registered under the US Investment
Company Act of 1940, as amended.

 

This announcement does not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for Retail Shares in the United
States, Australia, Canada, the Republic of South Africa, the Republic of
Ireland, Singapore, Hong Kong or Japan or any other jurisdiction in which such
offer or solicitation is or may be unlawful. No public offer of the securities
referred to herein is being made in any such jurisdiction.

 

The distribution of this announcement may be restricted by law in certain
jurisdictions and persons into whose possession any document or other
information referred to herein comes should inform themselves about and
observe any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.

 

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 Fundraise 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 Fundraise 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 Fundraise or the transactions and arrangements described in
this announcement.

 

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 Fundraise 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 Fundraise 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 Fundraise or the
transactions and arrangements described in this announcement. SCM Advisory's
responsibilities as the Company's nominated adviser under the AIM Rules for
Nominated Advisers are owed solely to London Stock Exchange plc and are not
owed to the Company or to any Director or to any other person.

 

The value of Ordinary Shares and the income from them is not guaranteed and
can fall as well as rise due to stock market movements. When you sell your
investment, you may get back less than you originally invested. Figures refer
to past performance and past performance is not a reliable indicator of future
results. Returns may increase or decrease as a result of currency
fluctuations.

 

Certain statements in this announcement are forward-looking statements which
are based on the Company's expectations, intentions and projections regarding
its future performance, anticipated events or trends and other matters that
are not historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "intend", "estimate", "expect"
and words of similar meaning, include all matters that are not historical
facts. These forward-looking statements involve risks, assumptions and
uncertainties that could cause the actual results of operations, financial
condition, liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from the
impression created by the forward-looking statements. These statements are not
guarantees of future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking statements.
Given those risks and uncertainties, prospective investors are cautioned not
to place undue reliance on forward-looking statements.

 

These forward-looking statements speak only as at the date of this
announcement and cannot be relied upon as a guide to future performance. The
Company, SCM Securities and SCM Advisory expressly disclaim any obligation or
undertaking to update or revise any forward-looking statements contained
herein to reflect actual results or any change in the assumptions, conditions
or circumstances on which any such statements are based unless required to do
so by the Financial Conduct Authority, London Stock Exchange plc or
applicable law.

 

The information in this announcement is for background purposes only and does
not purport to be full or complete. None of SCM Securities, SCM Advisory or
any of its affiliates, accepts any responsibility or liability whatsoever for,
or makes any representation or warranty, express or implied, as to this
announcement, including the truth, accuracy or completeness of the information
in this announcement (or whether any information has been omitted from the
announcement) or any other information relating to the Company or associated
companies, whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available or for any loss howsoever arising from
any use of the announcement or its contents or otherwise arising in connection
therewith. SCM Securities, SCM Advisory and its affiliates, accordingly
disclaim all and any liability whether arising in tort, contract or otherwise
which they might otherwise be found to have in respect of this announcement or
its contents or otherwise arising in connection therewith.

 

This announcement does not constitute a recommendation concerning any
investment decision with respect to the Retail Offer. The price of shares and
any income expected from them may go down as well as up and subscribers may
not get back the full amount invested upon disposal of the shares. Any
indication in this announcement of the price at which the Ordinary Share have
been bought or sold in the past cannot be relied upon as a guide to future
performance. Persons needing advice should consult an independent financial
adviser. 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 target dividend per share of the Company for the current or future
financial years would necessarily match or exceed the historical published
earnings or dividends per share of the Company.

 

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 Retail Shares to be issued or sold pursuant to the Retail Offer will not
be admitted to trading on any stock exchange other than the AIM market of
London Stock Exchange plc.

 

Information to Distributors

 

UK Product Governance Requirements

 

Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK MiFIR Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which any
"manufacture" (for the purposes of the UK MiFIR Product Governance
Requirements) may otherwise have with respect thereto, the Retail Shares have
been subject to a product approval process, which has determined that the
Retail 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 paragraphs 3.5 and 3.6 of COBS;
and (ii) eligible for distribution through all permitted distribution channels
(the "Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors should note that: the price of the Retail Shares may
decline and investors could lose all or part of their investment; the Retail
Shares offer no guaranteed income and no capital protection; and an investment
in the Retail 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 any contractual, legal or regulatory
selling restrictions in relation to the Retail Offer.

 

For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Chapters 9A or 10A respectively of COBS; 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 Retail Shares. Each distributor is
responsible for undertaking its own target market assessment in respect of the
Retail Shares and determining appropriate distribution channels.

 

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