RCS - Recycling Tech.Group - IPO UPDATE AND ANNOUNCEMENT OF OFFER PRICE
24/03/2022 08:15
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RNS Number : 8385F Recycling Technologies Group Ltd 24 March 2022
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RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION (EACH A "RESTRICTED
JURISDICTION"). THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY SECURITIES IN ANY JURISDICTION.
THIS ANNOUNCEMENT IS NOT AN ADMISSION DOCUMENT OR A PROSPECTUS AND DOES NOT
CONSTITUTE OR FORM PART OF AN OFFER TO SELL OR ISSUE OR A SOLICITATION OF AN
OFFER TO SUBSCRIBE FOR OR BUY ANY SECURITIES NOR SHOULD IT BE RELIED UPON IN
CONNECTION WITH ANY CONTRACT OR COMMITMENT WHATSOEVER. INVESTORS SHOULD NOT
PURCHASE OR SUBSCRIBE FOR ANY TRANSFERABLE SECURITIES REFERRED TO IN THIS
ANNOUNCEMENT EXCEPT IN COMPLIANCE WITH APPLICABLE SECURITIES LAWS ON THE BASIS
OF THE INFORMATION IN THE ADMISSION DOCUMENT (THE "ADMISSION DOCUMENT") TO BE
PUBLISHED BY THE COMPANY (AS DEFINED BELOW) IN CONNECTION WITH THE PLACING OF
ORDINARY SHARES BY THE COMPANY AND THE PROPOSED ADMISSION OF ITS ISSUED AND TO
BE ISSUED ORDINARY SHARES TO TRADING ON AIM, A MARKET OPERATED BY LONDON STOCK
EXCHANGE PLC ("LONDON STOCK EXCHANGE").
24 March 2022
Recycling Technologies Group plc
("Recycling Technologies", the "Group" or the "Company")
IPO UPDATE AND ANNOUNCEMENT OF OFFER PRICE
Following its announcements on 8 November and 26 November 2021 on its proposed
initial public offering (the "IPO"), Recycling Technologies today announces
the updated details of its proposed IPO and the offer price.
Highlights
· Price set at 110 pence per share, implying a fully diluted market
capitalisation of approximately £80 million (c.£50 million on a pre-money
basis)
· The IPO is targeting gross primary proceeds for the Company of up to
£30 million (the "Fundraise")
o Recent developments including accelerated discussions with manufacturing
partners and discussions with potential purchasers of multiple machines have
allowed the Company to reduce the required IPO proceeds without impacting the
delivery of the Company's first commercial machine at Binn Eco Park
o The Company today announces the entry into a Memorandum of Understanding
with Sumitomo SHI FW a leading global energy technology company to collaborate
on the manufacturing and technological development of Recycling Technologies'
advanced waste plastic recycling machine, the RT7000
· The Fundraise is expected to deliver a free float of at least 55%
· Books will close at 4:30 p.m. on 29 March 2022
· Admission and commencement of dealings in the Ordinary Shares is
expected to take place at 8:00 a.m. on or around 5 April 2022. The ordinary
shares will trade on AIM under the ticker RTG
Capitalised terms used in this announcement have the meaning given to them in
the Company's announcements dated 8 November and 26 November 2021, unless the
context requires otherwise.
1. As a percentage of share capital. Excludes shares locked up
for a period of more than 180 days.
For further information visit www.recyclingtechnologies.co.uk
(http://www.recyclingtechnologies.co.uk)
Enquiries:
Recycling Technologies investors@rtech.co.uk
Stephen Pascoe, CFO
Ravish Jain, Commercial Director
Stifel Nicolaus Europe Limited (Sole Bookrunner, Nominated Adviser and Broker) +44 (0) 20 7710 7600
Callum Stewart
Jason Grossman
Ashton Clanfield
Crofton Communications Ltd +44 (0) 7879 617 802
Simon Eaton
IMPORTANT NOTICES
This is a financial promotion and is not intended to be investment advice.
Before any purchase of shares, persons viewing this announcement should ensure
that they fully understand and accept the risks which will be set out in the
Admission Document when published. Copies of the Admission Document will,
following publication, be available during normal business hours on any day
(except Saturdays, Sundays and public holidays) from the registered office of
the Company and on the Company's website.
The contents of this announcement, which has been prepared by and is the sole
responsibility of Recycling Technologies, have been approved by Stifel
Nicolaus Europe Limited ("Stifel") solely for the purposes of section 21(2)(b)
of the Financial Services and Markets Act 2000 (as amended). Notwithstanding
this approval, Stifel has not distributed or communicated under the terms of
its approval to any person (including, but not limited to, any retail
investor).
Neither this announcement nor any copy of it may be taken or transmitted,
published or distributed, directly or indirectly, in, into or from any
Restricted Jurisdiction or to any persons in any of those jurisdictions or any
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United States, Australia, New Zealand, the Republic of South Africa or Japan.
This announcement does not constitute, or form part of, any offer or
invitation to sell or issue, or any solicitation of any offer to purchase or
subscribe for any shares or other securities in any Restricted Jurisdiction.
The Fundraise and the distribution of this announcement and other information
in connection with the Fundraise and Admission in certain jurisdictions may be
restricted by law and persons into whose possession this announcement, any
document or other information referred to herein comes should inform
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of its distribution shall form the basis of or be relied on in connection with
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This announcement is directed only at persons whose ordinary activities
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principal or agent) for the purposes of their business and who have
professional experience in matters relating to investments and are: (i) 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"); (ii) if in the United Kingdom, are (A) clients of PrimaryBid
resident in the UK (for the purposes of the Public Offer) or (B) Qualified
Investors as defined in article 2(e) of the EU Prospectus Regulation as it
forms part of domestic law pursuant to the European Union (Withdrawal) Act
2018 and (a) fall within article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (b) are
persons who fall within article 49(2)(a) to (d) (high net worth companies,
unincorporated associations, etc.) of the Order, or (c) to whom it may
otherwise be lawfully distributed (all such persons together being referred to
as "Relevant Persons"). This announcement must not be acted on or relied on by
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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 the Company. The Ordinary Shares referred to in this
announcement have not been and will not be registered under the U.S.
Securities Act of 1933, as amended (the "Securities Act") or with any
securities regulatory authority of any state or other jurisdiction of the
United States. The securities may not be offered or sold in the United States
absent registration under the Securities Act or an available 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 any
state or other jurisdiction of the United States. There will be no public
offer of securities in the United States.
Neither the United States Securities and Exchange Commission nor any
securities regulatory body of any state or other jurisdiction of the United
States of America, nor any securities regulatory body of any other country or
subdivision thereof, has passed on the accuracy or adequacy of the contents of
this announcement. Any representation to the contrary is unlawful.
This announcement is not directed at persons resident in Canada other than
persons that qualify as an "accredited investor", as defined in National
Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the
Securities Act (Ontario), and a "permitted client", as defined in National
Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant
Obligations.
This announcement is directed only at "professional clients" (professionelle
Kunden) within the meaning of article 36(1)(a) in conjunction with article
4(3) of the Swiss Federal Act on Financial Services of June 15, 2018
("FinSA"). It is not intended to constitute an offer or solicitation to
purchase or invest in any securities in the Company, including but not limited
to the Ordinary Shares referred to in this announcement. The Ordinary Shares
may not be publicly offered, directly or indirectly, in Switzerland within the
meaning of the FinSA (unless in circumstances falling within article 36 of the
FinSA), and no application has been made or will be made to admit the Ordinary
Shares to trading on any trading venue (i.e., exchange or multilateral trading
facility) in Switzerland. Neither this announcement nor any other offering or
marketing material relating to the Fundraise or the Ordinary Shares
constitutes a prospectus within the meaning of the FinSA, and neither this
announcement nor any other offering or marketing material relating to the
Fundraise or the Ordinary Shares may be publicly distributed or otherwise made
publicly available in Switzerland. Neither this announcement nor any other
offering or marketing material relating to the Fundraise or the Ordinary
Shares has been or will be filed with or approved by any Swiss regulatory
authority. In particular, this announcement has not been and will not be
reviewed or approved by a Swiss reviewing body (Prüfstelle) pursuant to
article 51 of the FinSA and does not comply with the disclosure requirements
applicable to a prospectus within the meaning of article 35 of the FinSA.
Any subscription for, or purchase of, Ordinary Shares in the proposed
Fundraise should be made solely on the basis of the information contained in
the final Admission Document to be published by the Company in connection with
the Fundraise and Admission. The information in this announcement is for
background purposes only and does not purport to be full or complete. No
reliance may or should be placed for any purposes whatsoever on the
information contained in this announcement or its accuracy, completeness or
fairness. The information in this announcement is subject to change. However,
Recycling Technologies does not undertake to provide the recipient of this
announcement with any additional information, or to update this announcement
or to correct any inaccuracies, and the distribution of this announcement
shall not be deemed to be any form of commitment on the part of the Company to
proceed with the Fundraise or any transaction or arrangement referred to in
this announcement. This announcement has not been approved by any competent
regulatory authority. In connection with the Fundraise, Stifel and any of its
affiliates, acting as investors for their own accounts, may subscribe for or
purchase Ordinary Shares and in that capacity may retain, purchase, sell,
offer to sell or otherwise deal for their own accounts in such Ordinary Shares
and other securities of the Company or related investments in connection with
the Fundraise or otherwise. Accordingly, references in the Admission Document,
once published, to the Ordinary Shares being offered, subscribed, acquired,
placed or otherwise dealt in should be read as including any offer to, or
subscription, acquisition, placing or dealing by Stifel and any of its
affiliates acting as investors for their own accounts. In addition, Stifel or
its affiliates may enter into financing arrangements and swaps in connection
with which it or its affiliates may from time to time acquire, hold or dispose
of Ordinary Shares. Stifel has no intention to disclose the extent of any such
investment or transactions otherwise than in accordance with any legal or
regulatory obligations to do so.
Stifel is authorised and regulated by the Financial Conduct Authority in the
United Kingdom and Stifel Europe Bank AG ("Stifel AG") is authorised and
regulated by the German Financial Supervisory Authority (Bundesanstalt fur
Finanzdienstleistungsaufsicht, or BaFin). Stifel is acting exclusively for the
Company and no one else in connection with the Fundraise and Admission, and
Stifel will not be responsible to anyone other than the Company for providing
the protections afforded to its clients or for providing advice in relation to
the Fundraise, Admission or any other matters referred to in this
announcement. Neither Stifel, Stifel AG, nor any of their subsidiary
undertakings, affiliates or any of their directors, officers, employees,
advisers, agents or any other person accepts any responsibility or liability
whatsoever for, or makes any representation or warranty, express or implied,
as to the truth, accuracy, completeness or fairness of the information or
opinions contained in this announcement (or whether any information has been
omitted from the announcement) or any other information relating to the
Company, its subsidiaries 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 this announcement or its
contents or otherwise arising in connection therewith and any liability
therefore is expressly disclaimed.
The anticipated timetable for Admission, including the publication of the
Admission Document and/or the date of Admission, may be influenced by a range
of circumstances, including market conditions. There is no guarantee that the
Admission Document will be published or that Admission will occur and
investors should not base their financial decisions on the Company's
intentions in relation to the Fundraise and Admission at this stage. Acquiring
investments to which this announcement relates may expose an investor to a
significant risk of losing all or part of the amount invested. Persons
considering making such an investment should consult an authorised person
specialising in advising on such investments. This announcement does not
constitute a recommendation concerning Admission or the Ordinary Shares. The
value of Ordinary Shares and the income from them is not guaranteed and can
fall as well as rise due to stock market and currency movements. When you sell
your investment you may get back less than you originally invested. Potential
investors should consult a professional adviser as to the suitability of the
Ordinary Shares for the person concerned. Past performance cannot be relied
upon as a guide to future performance.
This announcement may include statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "plans", "projects", "anticipates", "expects",
"intends", "may", "will", or "should" or, in each case, their negative or
other variations or comparable terminology. These forward-looking statements
include matters that are not historical facts. They appear in a number of
places throughout this announcement and include statements regarding the
directors' current intentions, beliefs or expectations concerning, among other
things, the Group's results of operations, financial condition, liquidity,
prospects, growth, strategies and the Group's markets. By their nature,
forward-looking statements involve risk and uncertainty because they relate to
future events and circumstances. Actual results and developments could differ
materially from those expressed or implied by the forward-looking statements.
Forward-looking statements may and often do differ materially from actual
results. Any forward-looking statements in this announcement are based on
certain factors and assumptions, including the directors' current view with
respect to future events and are subject to risks relating to future events
and other risks, uncertainties and assumptions relating to the Group's
operations, results of operations, growth strategy and liquidity. Whilst the
Company considers these assumptions to be reasonable based upon information
currently available, they may prove to be incorrect. Save as required by
applicable law or regulation, Recycling Technologies undertakes no obligation
to release publicly the results of any revisions to any forward-looking
statements in this announcement that may occur due to any change in the
Company's (or its directors) expectations or to reflect events or
circumstances after the date of this announcement. 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.
Certain figures contained in this announcement, including financial
information, have been subject to rounding adjustments. Accordingly, in
certain instances, the sum or percentage change of the numbers contained in
this announcement may not conform exactly to the total figure given. Neither
the content of Recycling Technologies' website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
announcement.
Information to distributors
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II, as it forms part of domestic law by
virtue of the European Union (Withdrawal) Act 2018; and (c) local implementing
measures (together, the "Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the Product Governance Requirements)
may otherwise have with respect thereto, the Ordinary Shares have been subject
to a product approval process, which has determined that the Ordinary 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 MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors should note that: the price of the Ordinary Shares
may decline and investors could lose all or part of their investment; the
Ordinary Shares offer no guaranteed income and no capital protection; and an
investment in the Ordinary 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 the requirements of any contractual,
legal or regulatory selling restrictions in relation to the Fundraise.
Furthermore, it is noted that, notwithstanding the Target Market Assessment,
Stifel will only procure investors who meet the criteria of professional
clients and eligible counterparties. For the avoidance of doubt, the Target
Market Assessment does not constitute: (a) an assessment of suitability or
appropriateness for the purposes of MiFID II; 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 Ordinary Shares. Each distributor is
responsible for undertaking its own target market assessment in respect of the
Ordinary Shares and determining appropriate distribution channels.
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