RCS - Ora Technology PLC - WRAP Retail Offer

TP IcapAnnouncement

23/06/2023 08:15

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RNS Number : 6606D  Ora Technology PLC  23 June 2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA, NEW ZEALAND,
CANADA, SOUTH AFRICA OR JAPAN, OR ANY MEMBER STATE OF THE EEA, 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.

 

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION
21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN
APPROVED BY WINTERFLOOD SECURITIES LIMITED WHICH IS AUTHORISED AND REGULATED
BY THE FINANCIAL CONDUCT AUTHORITY (FRN 141455).

 

23 June 2023

 

Ora Technology plc

 

WRAP Retail Offer

 

Ora Technology plc ("Ora" or the "Company"), a company that intends to operate
an online platform named 'Ora Carbon' in which users will be able to buy, sell
and retire carbon credits, is pleased to announce a retail offer (the "Retail
Offer") via the Winterflood Retail Access Platform ("WRAP"). The Retail Offer
is being undertaken alongside a placing and subscription (the "Fundraising")
which, together with the Retail Offer, is for up to 75,000,000 new ordinary
shares of £0.001 each in the Company ("Ordinary Shares").  The new Ordinary
Shares will be issued at a price of £0.02 per Ordinary Share pursuant to the
Fundraising and the Retail Offer (the "Issue"). The aggregate gross proceeds
of the Issue is up to £1.5 million.

 

The Retail Offer and the Fundraising are conditional on the issued and to be
issued share capital of the Company being admitted to trading on the Access
Segment of the Aquis Stock Exchange Growth Market ("Admission"). Application
has been made to the Aquis Exchange PLC for Admission, expected to be
effective at 8 a.m. on or around 7 July 2023.

 

 

WRAP Retail Offer

 

Eligible retail investors can contact their broker or wealth manager to
participate in the Retail Offer.

 

The Retail Offer is expected to close at 5 p.m. on 30 June 2023. Eligible
retail investors should note that financial intermediaries may have earlier
closing times. The result of the Retail Offer is expected to be announced by
the Company alongside the result of the Fundraising on or around 3 July 2023.

 

Retail brokers wishing to participate in the Retail Offer on behalf of
eligible retail investors, should contact WRAP@winterflood.com.

 

To be eligible to participate in the Retail Offer, applicants must be a
customer of a participating intermediary including individuals aged 18 years
or over, companies and other bodies corporate, partnerships, trusts,
associations and other unincorporated organisations.

 

There is a minimum subscription of £500 per investor under the Retail Offer.
The terms and conditions on which investors subscribe will be provided by the
relevant financial intermediaries including relevant commission or fee
charges.

 

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 Offer Shares has been
made and accepted via an intermediary, it cannot be withdrawn.

 

The Retail Offer Shares will, when issued, be credited as fully paid, and have
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 Offer
Shares available for subscription at the Issue Price does not exceed EUR 8
million (or the equivalent amount in GBP, calculated in accordance with the
Prospectus Rules Regulations Sourcebook of the Financial Conduct Authority
(the "FCA").

 

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 Ordinary Shares and investment in
the Company carries a number of risks, including the risk that investors may
lose their entire investment. Investors should take independent advice from a
person experienced in advising on investment in securities such as the
Ordinary 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.

 

The Retail Offer is offered in the United Kingdom under the exemption from the
requirement to publish a prospectus in sections 86(1)(e) and 86(4) of FSMA. As
such, there is no need for publication of a prospectus pursuant to the United
Kingdom version of Regulation (EU) 2017/1129 as it forms part of United
Kingdom law by virtue of the European Union (Withdrawal) Act 2018 (as
amended), or for approval of the same by the FCA. The Retail Offer is not
being made into any jurisdiction other than the United Kingdom.

 

The Company has published an admission document in compliance with the
requirements of the Aquis Stock Exchange Access Rulebook and is issued in
connection with the proposed admission of Ora to the Access Segment of the
Aquis Stock Exchange Growth Market ("Admission Document"). The Admission
Document does not constitute a prospectus. The Admission Document is not an
approved prospectus for the purposes of, and as defined in, section 85 of
FSMA, has not been prepared in accordance with the Prospectus Rules and its
contents have not been approved by the FCA or any other authority which could
be a competent authority for the purposes of the Prospectus Regulation.
Further, the contents of the Admission Document have not been approved by an
authorised person for the purposes of section 21 of FSMA. The Admission
Document will not be filed with or approved by the FCA or any other government
or regulatory authority in the UK.

 

 

 Ora Technology plc                                                     www.oracarbon.com (http://www.oracarbon.com)

 Michael Edwards, Executive Chairman

 Nicholas Lyth, Financial Director

 Winterflood Retail Access Platform                                     WRAP@winterflood.com

 Andrew Stancliffe                                                      +44(0) 20 3100 0000

 First Sentinel Corporate Finance Limited (Aquis Corporate Adviser)     +44 (0) 7876 888 011

 Brian Stockbridge

 Gabrielle Cordeiro

 Clear Capital Markets Limited (Broker in relation to the Fundraising)  +44 (0) 20 3869 6080

 Bob Roberts

 

 

The Company's LEI is 894500PYLZIX23W4NG69

 

 

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.

 

 

Important Notices

 

This announcement, which has been prepared by and is the sole responsibility
of the Company has been approved for the purposes of Section 21 of the
Financial Services and Markets Act 2000 ("FSMA") by Winterflood Securities
Limited ("Winterflood"), which is authorised and regulated by the Financial
Conduct Authority.

 

The release, publication or 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.

 

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, New Zealand, Japan, the Republic of
South Africa, any member state of the EEA or any other jurisdiction where to
do so might constitute a violation of the relevant laws or regulations of such
jurisdiction.

 

The Ordinary 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. No public
offering of the Ordinary Shares is being made in the United States. The
Ordinary 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 ("Regulation S") to non-US persons (within the
meaning of Regulation S). 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 Ordinary Shares in the United
States, Australia, Canada, New Zealand, Japan, the Republic of South Africa,
any member state of the EEA 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.

 

This announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America.  This announcement is
not an offer of securities for sale into the United States.  The securities
referred to herein have not been and will not be registered under the US
Securities Act, and may not be offered or sold in the United States, except
pursuant to an applicable exemption from registration.  No public offering of
securities is being made in the United States.

 

WRAP is a proprietary technology platform owned and operated by Winterflood
(registered address at The Atrium Building, Cannon Bridge, 25 Dowgate, London,
EC4R 2GA; FRN 141455). Winterflood is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively for the
Company and for no-one else and will not regard any other person (whether or
not a recipient of this announcement) as its client in relation to the Retail
Offer and will not be responsible to anyone other than the Company for
providing the protections afforded to its clients, nor for providing advice in
connection with the Retail Offer, Admission and the other arrangements
referred to in this announcement.

 

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 and Winterflood 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 FCA,
the Aquis Stock Exchange or applicable law.

 

The information in this announcement is for background purposes only and does
not purport to be full or complete. None of Winterflood 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. Winterflood 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.

 

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 Ordinary Shares to be issued or sold pursuant to the Retail Offer will not
be admitted to trading on any stock exchange other than the Access Segment of
the Aquis Stock Exchange Growth Market.

 

 

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