REG - Thruvision Group PLC - Result of Retail Offer & Notice of General Meeting

ThruvisionAnnouncement

Tue 07:00

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250708:nRSH0713Qa&default-theme=true

RNS Number : 0713Q  Thruvision Group PLC  08 July 2025

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
REPUBLIC OF SOUTH AFRICA 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 SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN
THRUVISION 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 THRUVISION
GROUP PLC.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

 

For immediate release

 

8 July 2025

 

Thruvision Group plc

 

Result of Retail Offer and Notice of General Meeting

 

Thruvision Group plc (AIM: THRU), the leading international provider of
walk-through security technology (the "Company" and, together with its
subsidiary undertakings, the "Group"), announces the result of the Retail
Offer launched on 4 July 2025 via the Winterflood Retail Access Platform
("WRAP"), which has now closed, and provides notice of the General Meeting.

 

The Retail Offer was significantly oversubscribed and the Company has
conditionally raised gross proceeds of approximately £0.25 million pursuant
to the Retail Offer through the issue of 25,000,000 new Ordinary Shares (the
"Retail Offer Shares") at an issue price of 1 penny per new Ordinary Share
(the "Issue Price"). Accordingly, the Company has conditionally raised, total
gross proceeds of approximately £2.75 million pursuant to the Placing, the
Proposed Subscription and the Retail Offer (together, the "Capital Raising").

 

The Placing, the Retail Offer and the Proposed Subscription are conditional
upon, amongst other things, the Placing Agreement not being terminated in
accordance with its terms and the Resolutions required to implement the
Placing, the Retail Offer and the Proposed Subscription being passed by the
Shareholders at the General Meeting, to be held at the offices of the Company,
121 Olympic Avenue, Milton Park, Milton, Abingdon OX14 4SA at 10.00 a.m.
on 28 July 2025.

 

The Circular, which provides further details of the Capital Raising and
includes a notice convening the General Meeting, will be sent to Shareholders
today and will also be available on the Company's website at
www.thruvision.com (http://www.thruvision.com) .

 

Capitalised terms used in the Capital Raising announcement released on 4 July
2025 shall, unless the context provides otherwise, have the same meanings in
this Announcement.

 

Tom Black, Chairman of Thruvision, commented: "It's very pleasing to see this
level of support for the Company. I would like to thank participating existing
Shareholders for their ongoing support and to welcome new shareholders to the
Company. Be assured that everyone at Thruvision is focused on growing the
Company and providing a return on your investment."

 

Enquiries:

 

 Thruvision Group plc                              +44 (0)1235 425400
 Tom Black (Executive Chairman)

Victoria Balchin (Chief Executive Officer)

 Investec Bank plc - Nominated Adviser             +44 (0)20 7597 5970
 Patrick Robb / James Rudd / Sebastian Lawrence

 Allenby Capital Limited - sole bookrunner         +44 (0)20 3328 5656
 James Reeve / Piers Shimwell (Corporate Finance)

 Jos Pinnington (Sales)

 

 

IMPORTANT NOTICES

 

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.  THIS
ANNOUNCEMENT (THIS "ANNOUNCEMENT") IS DIRECTED ONLY AT PERSONS WHOSE ORDINARY
ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF
INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO
HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1)
IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED
INVESTORS AS DEFINED IN ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE "EU
PROSPECTUS REGULATION"); (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS
DEFINED IN ARTICLE 2(E) OF REGULATION (EU) 2017/1129 AS IT FORMS PART OF
UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT
2018 (THE "UK PROSPECTUS REGULATION") WHO (A) FALL WITHIN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE
49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.)
OF THE ORDER; AND (3) OTHERWISE, PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO
COMMUNICATE IT TO (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").

 

THIS ANNOUNCEMENT AND THE INFORMATION IN IT 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 RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS.  THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THRUVISION GROUP PLC.

 

THE NEW ORDINARY SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR
WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE
UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS,
ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (THE "UNITED
STATES" OR THE "US") EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF THE UNITED STATES.  THE NEW
ORDINARY SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE OF THE UNITED STATES
IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH,
REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH
APPLICABLE LAWS.  NO PUBLIC OFFERING OF THE NEW ORDINARY SHARES IS BEING MADE
IN THE UNITED STATES OR ELSEWHERE.

 

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 OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE
REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

 

THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES.  THIS ANNOUNCEMENT IS NOT
AN OFFER OF SECURITIES FOR SALE OR SUBSCRIPTION INTO THE UNITED STATES.  THE
SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT
PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION.  NO PUBLIC OFFERING IS
BEING MADE IN THE UNITED STATES.

 

The distribution of this Announcement and/or the Placing and/or issue of the
New Ordinary Shares in certain jurisdictions may be restricted by law.  No
action has been taken by the Company, Allenby or any of their respective
affiliates, agents, directors, officers, consultants, partners or employees
("Representatives") that would permit an offer of the New Ordinary Shares or
possession or distribution of this Announcement or any other offering or
publicity material relating to such New Ordinary Shares in any jurisdiction
where action for that purpose is required.  Persons into whose possession
this Announcement comes are required by the Company and Allenby to inform
themselves about and to observe any such restrictions.

 

This Announcement or any part of it is for information purposes only and does
not constitute or form part of any offer to issue or sell, or the solicitation
of an offer to acquire, purchase or subscribe for, any securities in the
United States, Australia, Canada, the Republic of South Africa or Japan or any
other jurisdiction in which the same would be unlawful.  No public offering
of the New Ordinary Shares is being made in any such jurisdiction.

 

All offers of the New Ordinary Shares in the United Kingdom or the EEA will be
made pursuant to an exemption from the requirement to produce a prospectus
under the UK Prospectus Regulation or the EU Prospectus Regulation, as
appropriate.  In the United Kingdom, this Announcement is being directed
solely at persons in circumstances in which section 21(1) of the Financial
Services and Markets Act 2000 (as amended) does not require the approval of
the relevant communication by an authorised person.

 

The New Ordinary Shares have not been approved or disapproved by the US
Securities and Exchange Commission, any state securities commission or other
regulatory authority in the United States, nor have any of the foregoing
authorities passed upon or endorsed the merits of the Placing or the accuracy
or adequacy of this Announcement.  Any representation to the contrary is a
criminal offence in the United States.  The relevant clearances have not
been, nor will they be, obtained from the securities commission of any
province or territory of Canada, no prospectus has been lodged with, or
registered by, the Australian Securities and Investments Commission or the
Japanese Ministry of Finance; the relevant clearances have not been, and will
not be, obtained from the South African Reserve Bank or any other applicable
body in the Republic of South Africa in relation to the New Ordinary Shares;
and the New Ordinary Shares have not been, nor will they be, registered under
or offered in compliance with the securities laws of any state, province or
territory of the United States, Australia, Canada, the Republic of South
Africa or Japan.  Accordingly, the New Ordinary Shares may not (unless an
exemption under the relevant securities laws is applicable) be offered, sold,
resold or delivered, directly or indirectly, in or into the United States,
Australia, Canada, the Republic of South Africa or Japan or any other
jurisdiction outside the United Kingdom or the EEA.

 

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

 

This Announcement may contain, or may be deemed to contain, "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,
including amongst other things, United Kingdom domestic and global economic
business conditions, market-related risks such as fluctuations in interest
rates and exchange rates, the policies and actions of governmental and
regulatory authorities, the effect of competition, inflation, deflation, the
timing effect and other uncertainties of future acquisitions or combinations
within relevant industries, the effect of tax and other legislation and other
regulations in the jurisdictions in which the Company and its affiliates
operate, the effect of volatility in the equity, capital and credit markets on
the Company's profitability and ability to access capital and credit, a
decline in the Company's credit ratings; the effect of operational risks; and
the loss of key personnel.  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.  Except as
required by applicable law or regulation, the Company expressly disclaims any
obligation or undertaking to publish 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.

 

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 Allenby or by any of its Representatives 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 therefor is expressly disclaimed.

 

Allenby Capital, which is authorised and regulated in the United Kingdom by
the FCA, is acting as sole bookrunner to the Company.  It will not regard any
other person as its client and will not be responsible to anyone else for
providing the protections afforded to the clients of Allenby Capital or for
providing advice in relation to the Placing or any other matters referred to
in this Announcement.  Allenby Capital has not authorised the contents of, or
any part of, this Announcement and no liability whatsoever is accepted by
Allenby Capital for the accuracy of any information or opinions contained in
this Announcement or for the omission of any information, and no
representation or warranty, express or implied, is given by Allenby Capital in
respect of such information or opinions, save that nothing shall limit the
liability of Allenby Capital for its own fraud.

 

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.

 

The price of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the shares.  Past performance is no guide to future performance, and persons
needing advice should consult an independent financial adviser.

 

The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than the AIM market of the London Stock
Exchange.

 

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.

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  MSCRRMPTMTIMBLA