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RNS Number : 7829L Thruvision Group PLC 12 November 2024
THIS ANNOUNCEMENT 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
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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 WITHIN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN
PERSONS BECAME AWARE OF INSIDE INFORMATION (AS DEFINED UNDER UK MAR). UPON THE
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THOSE
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PUBLIC DOMAIN.
For immediate release
12 November 2024
Thruvision Group plc
Subscription to raise £1.375 million
Thruvision Group plc (AIM: THRU), the leading provider of walk-through
security technology (the "Company" or, together with its subsidiary
undertakings, the "Group"), is pleased to announce that it has raised a total
of £1,375,000 before expenses through direct subscriptions from existing
shareholders of the Company of, in aggregate, 12,499,998 new ordinary shares
of one penny each in the share capital of the Company ("Ordinary Shares") (the
"Subscription Shares"), at a price of 11 pence per Subscription Share (the
"Subscription Price") (the "Subscriptions").
The net funds received by the Company from the Subscriptions will be used by
the Group to strengthen the balance sheet and provide additional working
capital.
The Subscription Price represents an approximately 29 per cent. premium to the
closing mid-market price of an Ordinary Share of 8.5 pence on 11 November
2024, being the trading day prior to this announcement.
Related party transactions
Schroder Investment Management Limited ("Schroders") and Pentland Capital
Limited ("Pentland" and, together with Schroder, the "Substantial
Shareholders"), each a substantial shareholder (as defined in the AIM Rules
for Companies (the "AIM Rules")) of the Company, have conditionally subscribed
for 2,272,727 and 6,818,181 Subscription Shares, respectively, at the
Subscription Price.
The participation of the Substantial Shareholders in the Subscriptions each
constitute related party transactions under rule 13 of the AIM Rules.
Accordingly, the directors of the Company (the "Directors" or the "Board"),
having consulted with Investec Bank plc, acting in its capacity as the
Company's nominated adviser, confirm that they consider the terms of the
participation of the Substantial Shareholders in the Subscriptions to be fair
and reasonable insofar as the Company's shareholders are concerned.
Following the Subscriptions, Schroders will be interested in 29,135,266
Ordinary Shares, representing approximately 16.8 per cent. of the Company's
share capital, as enlarged by the Subscriptions (the "Enlarged Share Capital")
and Pentland will be interested in 23,828,378 Ordinary Shares, representing
approximately 13.7 per cent. of the Enlarged Share Capital.
Details of the Subscriptions
The Subscriptions have been conducted using the Directors' existing
authorities to issue new Ordinary Shares. Application has been made for
admission of the 12,499,998 Subscription Shares to trading on the AIM market
of the London Stock Exchange ("AIM") ("Admission"). It is anticipated that
Admission will take place on or around 8.00 a.m. on 13 November 2024. The
Subscription Shares will rank pari passu with the existing issued Ordinary
Shares, which are admitted to trading on AIM.
The Subscription Shares will represent approximately 7.8 per cent. of the
Company's existing share capital and 7.2 per cent. of the Company's Enlarged
Share Capital.
The Subscription Shares have been placed with certain existing investors at a
premium to the share price. The Board values the Company's retail
shareholders, but due to the size of the Subscriptions and the cost of
undertaking a retail offer, the Board determined that it was not in the
Company's interest to make the Subscriptions available to all existing
shareholders. However, this will be kept under review should the Company seek
to raise further funds in the future.
Following Admission, the Company will have a total of 173,559,010 Ordinary
Shares in issue. With effect from Admission, this figure 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 Disclosure Guidance and Transparency
Rules of the Financial Conduct Authority.
The person responsible for arranging the release of this announcement on
behalf of the Company is Hannah Platt, the Company Secretary of the Company.
Enquiries:
Thruvision Group plc +44 (0)1235 425400
Tom Black (Executive Chair)
Victoria Balchin (Chief Financial Officer)
Investec Bank plc - Nominated Adviser +44 (0)20 7597 5970
Patrick Robb/James Rudd
About Thruvision (www.thruvision.com)
Thruvision is the leading developer, manufacturer and supplier of walk-through
security technology. Its technology is deployed in more than 20 countries
around the world by government and commercial organisations in a wide range of
security situations, where large numbers of people need to be screened
quickly, safely and efficiently. Thruvision's patented technology is uniquely
capable of detecting concealed objects in real time using an advanced AI-based
detection algorithm. The Group has offices and manufacturing capability in the
UK and US.
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