TIDMGRA
RNS Number : 6728M
Grafenia plc
15 September 2023
The following announcement replaces the announcement released on
15 September 2023 at 10:22 under RNS number 6221M which contained
four errors. These errors related to the amount of open offer
shares subscribed for being understated by 10 Ordinary Shares and
the subsequent effect that has on the number of Ordinary Shares in
issue upon Second Admission.
All other details remain unchanged and the corrected
announcement is set out below.
15 September 2023
Grafenia plc
("Grafenia" or "the Company" or the "Group")
Result of General Meeting
Result of Open Offer
Grafenia plc (AIM: GRA) is pleased to announce that at the
Company's General Meeting held earlier today, the following
resolutions were put to Shareholders at the meeting and were duly
passed on a show of hands with the table below summarising proxy
votes:
Resolution Number % of Number % of Total Number
of votes of votes votes votes of votes
Votes cast against cast cast withheld
for (excluding (excluding (excluding
votes votes votes
withheld) withheld) withheld)
1. The Directors be
generally and unconditionally
authorised to allot
shares of the Company
or to grant rights
to subscribe for, or
to convert any security
into, shares of the
Company up to an aggregate
nominal value of GBP3,659,972.51. 39,223,820 99.77% 89,151 0.23% 39,312,971 5,639,919
----------- ------------ ---------- ------------ ------------ ----------
2. The Share Option
Plan be approved. 35,168,759 97.62% 857,784 2.38% 36,026,543 8,926,347
----------- ------------ ---------- ------------ ------------ ----------
3. The CSOP Plan be
approved. 35,168,759 97.62% 857,784 2.38% 36,026,543 8,926,347
----------- ------------ ---------- ------------ ------------ ----------
4. Subject to the passing
of Resolution 1, the
directors allot equity
securities for cash. 44,858,739 99.80% 89,151 0.20% 44,947,890 5,000
----------- ------------ ---------- ------------ ------------ ----------
Votes which have been cast at the discretion of the Chairman
have been counted as votes for the resolutions. Votes Withheld are
not votes in law and do not count in the number of votes counted
for or against a resolution.
The Company also announces the results of the Open Offer
pursuant to the Fundraising announced on 29 August 2023. The
Company received valid acceptances from Qualifying Shareholders in
respect of a total of 5,004,250 Open Offer Shares. All Qualifying
Shareholders who have validly applied for Open Offer Shares will
receive their full and excess entitlements.
Accordingly, the Company is pleased to confirm that as a result
of obtaining Shareholder approval for the Fundraising, the Company
has raised total gross proceeds of approximately GBP23.4
million.
Director participation in the Fundraising
The Directors' interests in the Ordinary Shares of the Company
following the Fundraising are set out below:
Director Existing Number Number Number Number % of
beneficial of Subscription of Ordinary of Open of Ordinary Enlarged
interest Shares Shares Offer Shares Share
in Ordinary subscribed held on Shares held on Capital
Shares for First to be Second
Admission received Admission
Jan Mohr - - - - - -
------------- ----------------- ------------- ---------- ------------- ----------
Gavin Cockerill 92,518 - 92,518 46,259 138,777 0.04%
------------- ----------------- ------------- ---------- ------------- ----------
Iain Brown 84, 075 - 84, 075 - 84, 075 0.02%
------------- ----------------- ------------- ---------- ------------- ----------
Richard Lightfoot 152,156 - 152,156 467,646 619,802 0.16%
------------- ----------------- ------------- ---------- ------------- ----------
Matthias
Riechert - 2,352,940 2,352,940 - 2,352,940 0.60%
------------- ----------------- ------------- ---------- ------------- ----------
Simon Barrell 85,356 - 85,356 42,678 128,034 0.03%
------------- ----------------- ------------- ---------- ------------- ----------
Conrad Bona 1,168,841 - 1,168,841 1,294,118 2,462,959 0.63%
------------- ----------------- ------------- ---------- ------------- ----------
The notifications below, made in accordance with the
requirements of the EU Market Abuse Regulation (2014/596/EU) as it
forms part of United Kingdom 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.
Use of Proceeds
The Company set out in its announcement of 29 August 2023 the
use of the proceeds from the Fundraise, a summary of which is as
follows:
-- to acquire more VMS businesses that match the Company's criteria;
-- to repurchase certain of its existing Bond arrangements. It
is expected that the Company will repurchase up to GBP7.6m of bonds
at 87% of their face value (utilising up to GBP6.6m of the proceeds
of the Fundraising excluding accrued interest payable and costs) on
or around 21 September 2023; and
-- to pay GBP3.4m of deferred consideration that will become due
for the first four acquisitions, and GBP0.3m of Fundraising
costs.
Admission of New Ordinary Shares
Admission of the First Placing Shares and the Subscription
Shares, totaling 154,705,874 new Ordinary Shares, is expected to
occur on or around 20 September 2023. Admission of the Second
Placing Shares and the Open Offer Shares, totaling 120,886,604 new
Ordinary Shares, is expected to occur on or around 29 September
2023.
The Placing Shares, the Subscription Shares and the Open Offer
Shares will, when issued and fully paid, rank equally in all
respects with the Existing Ordinary Shares, including the right to
receive all dividends and other distributions declared, made or
paid after admission to trading on AIM.
Total Voting Rights
Upon First Admission, the Company's issued share capital will
consist of 269,196,702 Ordinary Shares with one voting right each.
The Company does not hold any ordinary shares in treasury.
Therefore, the total number of ordinary shares and voting rights in
the Company will be 269,196,702. With effect from First Admission,
this figure may be used by Shareholders as the denominator for
calculations by which they determine if they are required to notify
their interest in, or a change to their interest in, the share
capital of the Company under the FCA's Disclosure Guidance and
Transparency Rules.
Upon Second Admission, the Company's issued share capital will
consist of 390,083,306 Ordinary Shares with one voting right each.
The Company does not hold any ordinary shares in treasury.
Therefore, the total number of ordinary shares and voting rights in
the Company will be 390,083,306. With effect from Second Admission,
this figure may be used by Shareholders as the denominator for
calculations by which they determine if they are required to notify
their interest in, or a change to their interest in, the share
capital of the Company under the FCA's Disclosure Guidance and
Transparency Rules.
Annual General Meeting
The Company looks forward to welcoming shareholders at its
Annual General Meeting to be held at the Company's offices at Nettl
of Birmingham Business Store, 37a Great Charles Street Queensway,
Birmingham B3 3JY at 10:00 am on Tuesday 26 September 2023.
All capitalised terms used throughout this announcement shall
have the meanings given to such terms in the Definitions section in
Appendix II to the Company's announcement dated 29 August 2023.
For further information:
Grafenia plc
Gavin Cockerill 07968 510 662
Allenby Capital Limited (Nominated Adviser and Broker)
David Hart / Piers Shimwell (Corporate Finance) 0203 328
5656
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS
DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY
ASSOCIATED WITH THEM
Details of the person discharging managerial responsibilities
1 / person closely associated
Name 1. Gavin Cockerill
a) 2. Richard Lightfoot
3. Simon Barrell
4. Conrad Bona
----------------------------------- ------------------------------------
Reason for the notification
2
-------------------------------------------------------------------------
Position/status 1. PDMR (Chief Executive)
a) 2. PDMR (Director)
3. PDMR (Non-Executive Director)
4. PDMR (Non-Executive Director)
----------------------------------- ------------------------------------
Initial notification/Amendment Initial Notification
b)
----------------------------------- ------------------------------------
Details of the issuer, emission allowance market participant,
3 auction platform, auctioneer or auction monitor
-------------------------------------------------------------------------
Name Grafenia plc
a)
----------------------------------- ------------------------------------
LEI 213800OKTI2518K5KM22
b)
----------------------------------- ------------------------------------
Details of the transaction(s): section to be repeated
4 for (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
-------------------------------------------------------------------------
Description of the financial Ordinary shares of 1p each
a) instrument, type of instrument
----------------------------------- ------------------------------------
Identification code GB0009638130
----------------------------------- ------------------------------------
Nature of the transaction Purchase of Ordinary Shares
b) pursuant to Open Offer
----------------------------------- ------------------------------------
Price(s) and volumes(s) Price(s) Volume(s)
----------------------------------- ----------------- -----------------
1 8.5 pence 1. 46,259
2. 8.5 pence 2. 467,646
3. 8.5 pence 3. 42,678
c) 4. 8.5 pence 4. 1,294,118
----------------------------------- ----------------- -----------------
Aggregated information N/A (single transactions)
d)
----------------------------------- ------------------------------------
Aggregated volume N/A (single transactions)
----------------------------------- ------------------------------------
Price N/A (single transactions)
----------------------------------- ------------------------------------
Date of the transaction 15 September 2023
e)
----------------------------------- ------------------------------------
Place of the transaction Outside of a trading venue
f)
----------------------------------- ------------------------------------
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END
ROMNKPBQABKDACD
(END) Dow Jones Newswires
September 15, 2023 12:47 ET (16:47 GMT)
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