TIDMPRES
RNS Number : 5009G
Pressure Technologies PLC
15 November 2022
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, NEW ZEALAND, 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 OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO PURCHASE AND/OR SUBSCRIBE FOR,
OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN PRESSURE
TECHNOLOGIES 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 PRESSURE TECHNOLOGIES PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF EU REGULATION 596/2014 (WHICH FORMS PART OF THE
DOMESTIC LAW OF ENGLAND AND WALES PURSUANT TO THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018) ("UK MAR"). IN ADDITION, MARKET SOUNDINGS
(AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE
MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT
CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS
PERMITTED BY UK MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT,
THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC
DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION
OF INSIDE INFORMATION.
Pressure Technologies plc
("Pressure Technologies" or the "Company")
RESULT OF PLACING AND RETAIL OFFER, POSTING OF CIRCULAR
AND
NOTICE OF GENERAL MEETING
Pressure Technologies plc, (AIM: PRES), is pleased to confirm ,
further to the announcements made at 7.00 a.m. and 7.01 a.m.
earlier today (the "Launch Announcements"), the successful
completion of the Fundraising at the Issue Price of 30 pence per
share.
The Fundraising has conditionally raised aggregate gross
proceeds of GBP2.28 million pursuant to the placing of 7,097,708
Placing Shares and subscription for 502,292 Retail Shares.
Following completion of the Placing and the Retail Offer, the
Company's issued share capital will comprise 38,667,163 Ordinary
Shares, and the Placing Shares and Retail Shares will represent
approximately 19.65 per cent. of the Enlarged Share Capital.
Singer Capital Markets acted as sole bookrunner in connection
with the Placing. The Placing was conducted by way of an
accelerated book build process.
Capitalised terms used in this announcement (this
"Announcement") have the meanings given to them in the Launch
Announcements, unless the context provides otherwise.
Chris Walters, Chief Executive Officer of Pressure Technologies,
commented:
"We are grateful for the support of our shareholders,
demonstrated through this fundraising. This investment provides us
with the short-term working capital bridge to profitable,
cash-generative trading in the year ahead."
Related Party Transactions
Certain of the Company's Directors have agreed to subscribe for,
in aggregate 199,999 Placing Shares at the Issue Price. The number
of Placing Shares conditionally subscribed for by each of the
Directors pursuant to the Placing, and their resulting
shareholdings on Admission are set out below:
Number of
Number of Placing Number of Percentage
Director Existing Shares subscribed Ordinary of Enlarged
Ordinary for in the Shares held Share Capital
Shares Placing on Admission on Admission
------------------ ---------- ------------------- -------------- ---------------
Nicholas Salmon - 100,000 100,000 0.26%
Chris Walters 84,667 33,333 118,000 0.31%
Tim Cooper 11,666 33,333 44,999 0.12%
Mike Butterworth 80,800 33,333 114,133 0.30%
Schroders Investment Management ("Schroders"), Harwood Capital
("Harwood") and Peter Gyllenhammar AB ("Gyllenhammar"), each a
substantial shareholder of the Company (as defined in the AIM
Rules), have conditionally subscribed for 2,333,333, 3,333,333 and
1,000,000 Placing Shares at the Issue Price, respectively.
The participations of the Directors, Schroders, Harwood and
Gyllenhammar each constitute related party transactions under Rule
13 of the AIM Rules. The Independent Director, having consulted
with Singer Capital Markets, the Company's nominated adviser,
consider that the respective participation by the Directors,
Schroders, Harwood and Gyllenhammar in the Placing are fair and
reasonable insofar as the Company's Shareholders are concerned.
Notice of General Meeting and posting of Circular
The issue of the New Ordinary Shares is conditional upon, among
other things, the Resolutions being duly passed by Shareholders at
the General Meeting. The General Meeting will be held at the
offices of Singer Capital Markets Limited, 1 Bartholomew Lane,
London, EC2N 2AX at 11.00 a.m. on 2 December 2022 and the Circular,
containing the Notice of General Meeting, will be posted to
shareholders on 16 November 2022 and will be
available on the Company's website at www.pressuretechnologies.com .
Admission, Settlement and Dealings
Application will be made for Admission of the New Ordinary
Shares. Subject to, inter alia, the passing of the Resolutions,
settlement of the New Ordinary Shares and Admission are expected to
take place at 8.00 a.m. on or around 6 December 2022. In addition
to the passing of the Resolutions, the Placing and Retail Offer are
conditional upon, among other things, Admission becoming effective
and the Placing Agreement not being terminated in accordance with
its terms.
The Placing Shares and the Retail Offer Shares, when issued,
will be fully paid and will 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 issue.
Total Voting Rights
Following Admission, the Company's issued and fully paid share
capital will consist of 38,667,163 Ordinary Shares, all of which
carry one voting right per share. 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
38,667,163. With effect from Admission, this figure may be used by
Shareholders as the denominator for the calculations by which they
will determine if they are required to notify their interest in, or
a change to their interest in, the Company under the FCA's
Disclosure Guidance and Transparency Rules.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this Announcement.
For further information, please contact:
Pressure Technologies plc Tel: 0330 015 0710
Chris Walters, Chief Executive PressureTechnologies@houston.co.uk
James Locking, Chief Financial
Officer
Singer Capital Markets (Nomad Tel: 0207 496 3000
and Broker)
Mark Taylor / Asha Chotai
Houston (Financial PR and Investor Tel: 0204 529 0549
Relations)
Kay Larsen / Ben Robinson
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the UK version of the EU Market Abuse Regulation (2014/596) which
is part of UK law by virtue of the European Union (Withdrawal) Act
2018, as amended and supplemented from time to time.
COMPANY DESCRIPTION
www.pressuretechnologies.com
With its head office in Sheffield, the Pressure Technologies
Group was founded on its leading market position as a designer and
manufacturer of high-integrity, safety-critical components and
systems serving global supply chains in oil and gas, defence,
industrial and hydrogen energy markets.
The Group has two divisions, Chesterfield Special Cylinders and
Precision Machined Components.
Chesterfield Special Cylinders (CSC) - www.chesterfieldcylinders.com
-- Chesterfield Special Cylinders, Sheffield, includes CSC
Deutschland GmbH.
Precision Machined Components (PMC) - www.pt-pmc.com
-- Precision Machined Components includes the Al-Met, Roota
Engineering and Martract sites.
IMPORTANT NOTICES
Neither this Announcement, nor any copy of it, may be taken or
transmitted, published or distributed, directly or indirectly, in
or into the United States, Australia, Canada, Japan, or the
Republic of South Africa or to any persons in any of those
jurisdictions or any other jurisdiction where to do so would
constitute a violation of the relevant securities laws of such
jurisdiction. This Announcement is for information purposes only
and does not constitute an offer to sell or issue, or the
solicitation of an offer to buy, acquire or subscribe for any
shares in the capital of the Company in the United States,
Australia, Canada, Japan or the Republic of South Africa or any
other state or jurisdiction in which such offer or solicitation is
not authorised or to any person to whom it is unlawful to make such
offer or solicitation. Any failure to comply with these
restrictions may constitute a violation of securities laws of such
jurisdictions.
The Placing Shares and the Retail Shares have not been, and will
not be, registered under the US Securities Act of 1933, as amended
(the "US Securities Act"), or under any securities laws of any
state or other jurisdiction of the United States and may not be
offered, sold, resold, transferred or delivered, directly or
indirectly, in or into the United States except pursuant to an
applicable exemption from the registration requirements of the US
Securities Act and in compliance with the securities laws of any
state or other jurisdiction of the United States. There is no
intention to register any portion of the Placing or the Retail
Offer in the United States or to conduct any public offering of
securities in the United States or elsewhere.
Notice to all investors
Singer Capital Markets is authorised and regulated in the United
Kingdom by the FCA. Singer is acting exclusively as sole broker and
bookrunner to the Company in connection with the Placing and will
not regard any other person (whether or not a recipient of this
Announcement) as a client in relation to the Placing and will not
be responsible to anyone other than the Company for providing the
protections afforded to their respective clients or for providing
advice in relation to the Placing or any transaction, matter or
arrangement described in this announcement.
Apart from the responsibilities and liabilities, if any, which
may be imposed upon Singer by the Financial Services and Markets
Act 2000, as amended ("FSMA") or the regulatory regime established
thereunder, neither Singer nor any of its affiliates, directors,
officers, employees, agents or advisers accepts any responsibility
whatsoever, and no representation or warranty, express or implied,
is made or purported to be made by any of them, or on their behalf,
for or in respect of the contents of this Announcement, including
its accuracy, completeness, verification or sufficiency, or
concerning any other document or statement made or purported to be
made by it, or on its behalf, in connection with the Company, the
Placing Shares, the Placing and the Retail Offer, and nothing in
this announcement is, or shall be relied upon as, a warranty or
representation in this respect, whether as to the past or future.
Each of Singer and its affiliates, directors, officers, employees,
agents and advisers disclaim, to the fullest extent permitted by
law, 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 any such statement.
No person has been authorised to give any information or to make
any representations other than those contained in this Announcement
and, if given or made, such information or representations must not
be relied on as having been authorised by the Company or Singer.
Subject to the AIM Rules, the Prospectus Regulation Rules and the
Disclosure Guidance and Transparency Rules of the FCA, the issue of
this Announcement shall not, in any circumstances, create any
implication that there has been no change in the affairs of the
Company since the date of this Announcement or that the information
in it is correct as at any subsequent date.
Information to Distributors
Solely for the purposes of Article 9(8) of Commission Delegated
Directive 2017/593 (the "Delegated Directive") regarding the
responsibilities of manufacturers under 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; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the MiFID II Product Governance Requirements) may otherwise have
with respect thereto, the Placing Shares have been subject to a
product approval process, which has determined that such Placing
Shares are: (i) compatible with the target market for the Placing
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
eligible distribution channels for dissemination of the Placing
Shares, each as set out in this Announcement, as are permitted by
MiFID II (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors
should note that: the price of the Placing Shares may decline and
investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an
investment in the Placing 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 Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, Singer 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 Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
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END
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November 15, 2022 10:18 ET (15:18 GMT)
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