THIS ANNOUNCEMENT AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN,
INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE
UNLAWFUL.
19 March 2024
Quadrise
plc
(the
"Company" and together with
its subsidiaries the "Group" or "Quadrise")
Results of Placing, Subscription, Open
Offer Launch and Posting of Circular
Quadrise Plc (AIM: QED), the
supplier of innovative energy solutions for a cleaner planet, is
pleased to announce the successful results of the Placing and
Subscription announced on 18 March 2024 and
to confirm the launch of the Open Offer to Qualifying
Shareholders.
The Company has conditionally raised
total gross proceeds of £1.5 million
pursuant to the Placing of
118,922,107 Placing Shares and the
Subscription of 1,077,893 Subscription Shares in each case at the
Issue Price of 1.25 pence per New Ordinary Share. The gross
proceeds of the Placing and Subscription are expected to be
supplemented by additional gross proceeds of up to approximately £1
million to be raised pursuant to the Open Offer.
A circular containing detailed information
about the Open Offer, including the terms and conditions and
details on how to accept the Open Offer (the "Circular") and an accompanying
Application Form (for Qualifying Non-CREST Shareholders) will
shortly be posted to Shareholders.
A copy of the Circular will shortly be
available from the Company's website at
www.quadrise.com.
Capitalised terms used but not otherwise defined in this
announcement bear the meanings ascribed to them in the
Circular.
Open Offer
Pursuant to the Open Offer,
Qualifying Shareholders will have an
opportunity to subscribe for an aggregate of approximately 82.2
million new Ordinary Shares (the "Open Offer Shares") at 1.25 pence per
Open Offer Share on the basis of:
1 Open Offer Share for every
19 Existing Ordinary Shares held on the Record
Date
In addition, the Open Offer presents
Qualifying Shareholders with an opportunity, provided that they
take up their Basic Entitlements in full, to apply for additional
Open Offer Shares through the Excess Application Facility. The Open
Offer is not underwritten.
If Qualifying Shareholders do not
take up all of the Open Offer Shares, the Company and the
Bookrunners may agree (without any obligation to do so) that the
Joint Brokers should use their reasonable efforts to procure
subscribers for such Open Offer Shares at the Issue Price. There is
no guarantee that this will occur or that the Joint Brokers would
be successful in so procuring any subscribers for such Open Offer
Shares.
Further details of the Open Offer are set out
in the extract from the 'Letter from the Chairman of the Company'
below, together with the expected timetable.
Director/PDMR Placing and Subscription participation and
intended Open Offer participation
The following Directors and PDMRs of the
Company have participated in the Placing and Subscription or intend
to participate in the Open Offer as follows:
Director/PDMR
|
Number of Existing Ordinary
Shares
|
Number of Placing Shares
subscribed for
|
Number of Subscription
Shares subscribed for
|
Number of Ordinary Shares
held on First Admission
|
Total number Open Offer
Shares to be applied for*
|
Number of Ordinary Shares
held on Second Admission**
|
Andy Morrison
|
3,100,000
|
1,000,000
|
-
|
4,100,000
|
-
|
4,100,000
|
Jason Miles
|
4,394,236
|
1,200,000
|
-
|
5,594,236
|
-
|
5,594,236
|
Laurie Mutch
|
682,107
|
-
|
117,893
|
800,000
|
-
|
800,000
|
Vicky Boiten-Lee
|
-
|
-
|
800,000
|
800,000
|
-
|
800,000
|
Dilip Shah
|
170,000
|
-
|
160,000
|
330,000
|
-
|
330,000
|
David Scott
|
110,309
|
-
|
-
|
110,309
|
80,000
|
190,309
|
Philip Hill
|
160,000
|
-
|
-
|
160,000
|
80,000
|
240,000
|
*
consisting in the case of all participating PDMRs of 100% uptake of
their Basic Entitlements under the Open Offer and additional
applications by each for Excess Shares under the Excess Application
Facility.
**
assuming that the applications of participating Directors/PDMRs for
Excess Shares under the Excess Application Facility are satisfied
in full.
The notification below, made in accordance with
the requirements of the Market Abuse Regulation (EU) No. 596/2014
as it forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 and as modified by or under the European
Union (Withdrawal) Act 2018 or other domestic law, provides further
detail.
Admission and dealings
The Placing Shares, the Subscription
Shares and the Open Offer Shares will, when issued, be credited as
fully paid and will rank pari passu in all respects with
each other and with the Existing Ordinary Shares.
Application will be made to the
London Stock Exchange for the Placing Shares, the Subscription
Shares and the Open Offer Shares to be admitted to trading on AIM.
Settlement for the Placing Shares and the Subscription Shares is
expected to take place on or around 8.00
a.m. on 26 March 2024 ("First
Admission") (or such later date as may be
agreed between the Bookrunners, Cavendish and the Company).
Settlement for the Open Offer Shares is expected to take place on
or around 8.00 a.m. on 9 April 2024 ("Second Admission") (or such later date
as may be agreed between the Bookrunners, Cavendish and the
Company).
The Placing and Subscription are
conditional, inter alia, upon First Admission becoming effective
and the Placing and Open Offer Agreement
between the Company, the Joint Brokers and Cavendish not being
terminated in accordance with its terms. The Open Offer is
conditional, inter alia, upon First Admission and Second Admission
becoming effective.
Total Voting Rights
On First Admission, the Company will
have a total of 1,682,478,823 Ordinary Shares in issue, with
no Ordinary Shares held in treasury. Therefore, following
First Admission, this figure may be used by Shareholders as the
denominator for the calculations by which they determine if they
are required to notify their interest in, or a change in their
interest in, the Company under the Disclosure Guidance and
Transparency Rules of the Financial Conduct Authority.
For further information contact:
Quadrise Plc
|
|
+44 (0)20
7031 7321
|
Andy Morrison, Chairman
Jason Miles, Chief Executive
Officer
|
|
|
|
|
|
Nominated
Adviser
|
|
|
Cavendish Capital Markets Limited
|
|
+44 (0)20
7220 0500
|
Ben Jeynes
|
|
|
Katy Birkin
George Lawson
|
|
|
Joint
Brokers
Shore Capital Stockbrokers Limited
|
|
+44 (0)20
7408 4090
|
Toby Gibbs, Rachel Goldstein
(Corporate Advisory)
|
|
|
Fiona Conroy (Corporate
Broking)
|
|
|
|
|
|
VSA
Capital Limited
Andrew Raca (Corporate
Finance)
Andrew Monk (Corporate
broking)
|
|
+44 (0)20
3005 5000
|
|
|
|
Public & Investor
Relations
|
|
|
Vigo Consulting
Patrick D'Ancona
Finlay Thomson
|
|
+44 (0)20
7390 0230
|
EXPECTED
TIMETABLE OF PRINCIPAL EVENTS
Record Date for the Open Offer
|
6.00 p.m. on 18 March 2024
|
Announcement of the Placing and
Subscription
|
18 March 2024
|
|
|
Announcement of results of the Placing and
Subscription and launch of the Open Offer
|
19 March 2024
|
Publication and posting of the Circular and the
Application Form
|
19 March 2024
|
Existing Ordinary Shares marked 'ex' by London Stock
Exchange
|
8.00 a.m. on 19 March 2024
|
Open Offer Entitlements and Excess CREST Open Offer
Entitlements credited to stock accounts in CREST of Qualifying
CREST Shareholders
|
as soon as practicable after
8.00 a.m. on 20 March 2024
|
First Admission effective and dealing in the Placing
Shares and Subscription Shares commence on AIM
|
8.00 a.m. on 26 March 2024
|
CREST accounts credited in respect of Placing Shares
and Subscription Shares
|
26 March 2024
|
|
|
Recommended latest time for requesting withdrawal of
Open Offer
Entitlements and Excess CREST Open Offer Entitlements
from
CREST
|
4.30 p.m. on 28 March 2024
|
Latest time for depositing Open Offer Entitlements
and Excess
CREST Open Offer Entitlements into CREST
|
3.00 p.m. on 2 April 2024
|
Latest time for splitting Application Forms (to
satisfy bona fide
market
claims only)
|
3.00 p.m. on 3 April 2024
|
Latest time and date for receipt of completed
Application Forms and payment in full under the Open Offer and
settlement of relevant CREST instructions (as appropriate)
|
11.00 a.m. on 5 April 2024
|
Expected date of announcement of the results of the
Open Offer
|
5 April 2024
|
Share certificates dispatched for the Subscription
Shares to be held in certificated form by
|
8 April
2024
|
Second Admission effective and dealings in the Open
Offer Shares commence on AIM
|
8.00 a.m. on 9 April 2024
|
CREST accounts credited in respect of Open Offer
Shares
|
9 April 2024
|
Share certificates dispatched for the Open Offer
Shares to be held in certificated form by
|
18 April 2024
|
The dates and timing of the events in the above timetable are
indicative only and may be subject to change at the absolute
discretion of the Company. If any of the details contained in the
timetable above should change, the revised times and dates will be
notified by means of an announcement through a Regulatory
Information Service. All references are to London time unless
stated otherwise.
Open Offer
Qualifying Shareholders are invited to apply
for Open Offer Shares under the Open Offer at the Issue Price of
1.25 pence per Open Offer Share, payable in full on application and
free of all expenses, pro
rata to their existing shareholdings on the basis
of:
1 Open Offer Share for every 19 Existing
Ordinary Shares
held at the Record Date and so on in proportion
for any other number of Existing Ordinary Shares then held. Open
Offer Entitlements will be rounded down to the nearest whole number
of Open Offer Shares. The Issue Price represents a discount of
13.79 per cent. to the closing mid-market price of 1.45 pence per
Existing Ordinary Share on 18 March 2024, being the last
practicable date prior to this announcement.
Qualifying Shareholders are also being given
the opportunity, provided that they take up their Open Offer
Entitlements in full, to apply for additional Open Offer Shares
through the Excess Application Facility. Once subscriptions under
the Open Offer Entitlements have been satisfied in full, the
Company shall, in its absolute discretion, determine whether to
meet any excess applications in full or in part, and no assurance
can be given that applications by Qualifying Shareholders under the
Excess Application Facility will be met in full or in part or at
all.
To the extent that Open Offer Shares are not
subscribed by Qualifying Shareholders, Open Offer Entitlements will
lapse. Qualifying Shareholders may apply for more or less Open
Offer Shares than they are entitled to under the Open
Offer.
The Open Offer is subject to the satisfaction,
inter alia, of the
following conditions on or before 9 April 2024, or such later date
as the Company and the Joint Brokers may agree:
(i)
the Placing and Open Offer Agreement becoming unconditional
in all respects in relation to the Open Offer and not having been
terminated in accordance with its terms;
and
(ii)
Second Admission becoming effective.
Accordingly, in the event that any of these
conditions are not satisfied, or, if applicable, waived, by 9 April
2024 (or such later time as the Joint Brokers may in their absolute
discretion determine, but only after prior consultation with
Cavendish, provided that such time does not extend beyond 8.00 am
on 31 May 2024) the Open Offer will not proceed. In such
circumstances, application monies will be returned (at the
applicant's sole risk), without payment of interest, as soon as
practicable thereafter.
Fractions of Open Offer Shares will not be
allotted to Qualifying Shareholders in the Open Offer and, where
necessary, entitlements under the Open Offer will be rounded down
to the nearest whole number of Open Offer Shares. Any fractional
entitlement to Open Offer Shares will be disregarded in calculating
Open Offer Entitlements.
Whilst Qualifying Shareholders with a
shareholding of less than 19 Existing Ordinary Shares on the Record
Date will not receive an Open Offer Entitlement, such Qualifying
Shareholders will be able to apply for Open Offer Shares under the
Excess Application Facility.
The participation of a Qualifying Shareholder
in their Open Offer Entitlement and their acquisition of any Excess
Shares under the Excess Application Facility does not guarantee
that their percentage shareholding will not be diluted from the
position prior to the Placing, Subscription and Open Offer as a
result of the issue of the Placing Shares, Subscription Shares and
Open Offer Shares.
The Open Offer
Shares have not been and are not intended to be registered, offered
or qualified for sale in United States, Canada, Australia, New
Zealand, the Republic of South Africa or Japan or any other
jurisdiction where such registration, offer or salle would be
prohibited by applicable law (any such jurisdiction being an
Excluded Jurisdiction). The securities referred to herein have not
been and will not be registered under the US Securities Act of
1933, as amended, 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 or other Excluded Jurisdiction. Accordingly,
unless otherwise determined by the Company and effected by the
Company in a lawful manner, the Application Form will not be sent
to Qualifying
Non-CREST Shareholders with registered addresses
in any Excluded Jurisdiction since to do so would require
compliance with the relevant securities laws of that jurisdiction.
Unless otherwise determined by the Company applications for the
Open Offer from any person in an Excluded Jurisdiction will be
deemed to be invalid.
The Open Offer Shares will, when issued and
fully paid, 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 the date of Second
Admission.
Qualifying Shareholders should note that the Open Offer is not
a rights issue and therefore the Open Offer Shares which are not
applied for by Qualifying Shareholders will not be sold in the
market for the benefit of the Qualifying Shareholders who do not
apply under the Open Offer. Qualifying Non-CREST Shareholders
should note the Application Form is not a document of title and
cannot be traded or otherwise transferred.
Risk Factors
The attention of Shareholders is
drawn to the risk factors set out in Part III of the
Circular.
NOTIFICATION
AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING
MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH
THEM
1
|
Details of the person
discharging managerial responsibilities/person closely
associated
|
a)
|
Name
|
1.
Andy Morrison
2.
Jason Miles
3. Laurie
Mutch
4. Vicky
Boiten-Lee
5. Dilip
Shah
|
2
|
Reason for
notification
|
|
a)
|
Position/Status
|
1. Non-executive
Chairman
2.
Chief Executive Officer
3.
Non-executive Director
4. Non-executive
Director
5. Non-executive
Director
|
b)
|
Initial
notification/amendment
|
Initial notification
|
3
|
Details of the issuer,
emission allowance market participant, auction platform, auctioneer
or auction monitor
|
a)
|
Name
|
Quadrise plc
|
b)
|
LEI
|
213800HN2ETG5476U328
|
4
|
Details of the
transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and
(iv) each place where transactions have been
conducted
|
a)
|
Description of the financial
instrument, type of instrument and identification code
|
Ordinary shares of 1 pence
each
ISIN: GB00BM9CLS53
|
b)
|
Nature of transaction
|
Subscription for Placing
Shares or Subscription Shares
|
c)
|
Price(s) and volume(s)
|
Price(s)
|
Volume(s)
|
1.25
pence
1.25
pence
1.25
pence
1.25
pence
1.25
pence
|
1,000,000
1,200,000
117,893
800,000
160,000
|
|
|
|
d)
|
Aggregated information
|
n/a
|
e)
|
Date of transaction
|
19 March 2024
|
f)
|
Place of transaction
|
Outside of a trading
venue
|