TIDMSEEN
RNS Number : 9795I
SEEEN PLC
07 December 2022
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7 December 2022
SEEEN plc
("SEEEN", the "Group" or the "Company")
Placing to raise approximately GBP2.6 million
Open Offer to raise up to approximately GBP0.5 million
Capital Reorganisation
Related party transactions
and
Notice of General Meeting
SEEEN plc (AIM: SEEEN), the media and technology platform that
delivers Key Video Moments to drive increased views and revenues
across video content, is pleased to announce a Fundraising to raise
a total of up to approximately GBP3.1 million, comprising a
conditional Placing to raise approximately GBP2.6 million and a
conditional Open Offer to Qualifying Shareholders to raise up to
approximately GBP0.5 million, both at an Issue Price of 6p per New
Ordinary Share . In addition, the Joint Brokers are able to raise
up to GBP0.5 million at the Issue Price through the Broker Option.
Dowgate Capital and Allenby Capital are acting as Joint Brokers in
connection with the Placing, which includes existing institutional
and other investors. The Issue Price represents a discount of 14.3
per cent. to the closing mid-market price of 7p per ordinary share
on 7 December 2022.
The net proceeds of the Fundraising are intended to be used by
the Group primarily to bolster the sales and marketing team and
invest into technology development projects to support its planned
next stage of growth.
Open Offer
The Company has conditionally raised approximately GBP2.6
million (before expenses) by way of the Placing of a total of
42,864,052 Placing Shares at the Issue Price. In addition to the
Placing, the Company intends to raise up to approximately GBP0.5
million (before expenses) by offering Qualifying Shareholders the
opportunity (subject to satisfaction of the Conditions) to
subscribe for up to 8,326,312 New Ordinary Shares via an Open
Offer, at the Issue Price, on the basis of:
One Open Offer Share for every six Existing Ordinary Shares,
then held by the Shareholder on 6 December 2022, being the
Record Date.
Director and connected party participation in the Placing
The Company's Chief Executive, Adrian Hargrave, has agreed to
conditionally subscribe for 583,333 Placing Shares in the Placing,
which represents an amount of approximately GBP35,000 at the Issue
Price.
The Company's Chairman, Dr Patrick DeSouza, is a director of
Water Intelligence and Dr DeSouza is interested in 25.07 per cent.
of Water Intelligence's issued share capital. Water Intelligence
has agreed to conditionally subscribe for 2,083,333 Placing Shares
in the Placing, which represents an amount of approximately
GBP125,000 at the Issue Price.
Related party transactions
As Gresham House currently holds approximately 13.34 per cent.
of the Existing Ordinary Shares, Gresham House is a related party
of the Company pursuant to the AIM Rules. Gresham House has agreed
to conditionally subscribe for 21,133,503 Placing Shares in the
Placing.
In connection with its participation in the Placing, pursuant to
an agreement between Gresham House and the Company, it has been
agreed that, for as long as Gresham House is the registered holder
of a minimum of 10 per cent. of the Company's ordinary shares in
issue from time to time, Gresham House shall be entitled to appoint
one director to the Company's Board as a nominee director (the
"Gresham House Nominee Director") (the "Gresham House Director
Nomination Agreement"). Pursuant to the Gresham House Director
Nomination Agreement, it has been agreed, inter alia, that: (i) the
appointment of the Gresham House Nominee Director is to be
remunerated at a rate of GBP40,000 per annum and reimbursed for
expenses that are appropriate and at a rate considered standard for
this role; (ii) the Gresham House Nominee Director shall (on
request) be entitled to be appointed to all committees of the
Company's board and shall be granted rights of access to
information generally (iii) upon their appointment, the Company
shall enter into a deed to indemnify the Gresham House Nominee
Director in respect of any liabilities of such director which arise
out of or in connection with his or her appointment by the Company;
and (iv) that the Company shall ensure that the Gresham House
Nominee Director is included in the directors' liability insurance
cover taken out by the Company for its Directors and in any other
professional liability cover provided by the Company for the
benefit of any of its Directors from time to time.
Gresham House's participation in the Placing and the Gresham
House Director Nomination Agreement constitute related party
transactions for the purposes of Rule 13 of the AIM Rules. On
Admission, and assuming that no New Ordinary Shares are issued
pursuant to the Open Offer, Gresham House will hold 27,800,169 New
Ordinary Shares, representing 29.95 per cent. of the Enlarged Share
Capital.
SEEEN's Chief Executive, Adrian Hargrave, is a related party of
the Company pursuant to the AIM Rules and his participation in the
Placing, as described above, therefore constitutes a related party
transaction for the purposes of Rule 13 of the AIM Rules.
As described above, Dr Patrick DeSouza (who is interested in
approximately 10.86 per cent. of the Existing Ordinary Shares), has
an interest in 25.07 per cent. of Water Intelligence's issued share
capital and Water Intelligence is therefore a related party of the
Company pursuant to the AIM Rules. Water Intelligence's
participation in the Placing, as described above, therefore
constitutes a related party transaction for the purposes of Rule 13
of the AIM Rules.
The Independent Directors consider, having consulted with the
Company's nominated adviser, Allenby Capital, that the terms of the
participation in the Placing by Adrian Hargrave, Water Intelligence
and Gresham House (including the Gresham House Director Nomination
Agreement) are fair and reasonable insofar as the Company's
shareholders are concerned.
Broker Option
In order to deal with potential additional demand for New
Ordinary Shares under the Fundraising, the Company has granted the
Broker Option to Dowgate Capital and Allenby Capital to enable them
to fulfil any additional requests for up to GBP0.5 million of
Fundraising Shares to participate in the Placing received during
the Broker Option Period. The Broker Option is exercisable by
Dowgate Capital and Allenby Capital any number of times during that
period in their absolute discretion, and there is no obligation on
either Dowgate Capital or Allenby Capital to exercise the Broker
Option or to seek to procure subscribers for any Broker Option
Shares pursuant to the Broker Option. Any Broker Option Shares
issued pursuant to the exercise of the Broker Option will be issued
on the same terms and conditions as the Placing Shares, and will,
if the Broker Option is exercised in full, represent up to 14.0 per
cent. of the total number of Fundraising Shares. The Placing, Open
Offer and Broker Option combined will, if all the Open Offer Shares
are subscribed for and the Broker Option is exercised in full,
result in the issue, in aggregate, of 59,523,697 New Ordinary
Shares, representing approximately 54.4 per cent. of the Enlarged
Share Capital.
Capital Reorganisation
In order to effect the Fundraising, the Company also announces a
Capital Reorganisation to reduce the nominal value of the Company's
Existing Ordinary Shares. Following completion of the Capital
Reorganisation, the nominal value of each New Ordinary Share will
be 0.1 p.
The Fundraising is conditional, amongst other things, upon: (a)
completion of the Capital Reorganisation; (b) passing of the
Fundraising Resolutions to be put to the Existing Shareholders at
the General Meeting to be held on 23 December 2022; (c) the Placing
becoming unconditional in all respects; and (d) Admission becoming
effective by 8.00 a.m. on or around 30 December 2022 (or such later
time and date not being later than 8.00 a.m. on 16 January 2023 as
the Company, Allenby Capital and Dowgate Capital may agree).
Further details of the Fundraising, the background to and
reasons for the Fundraising, the use of proceeds and impact of the
Fundraising, the Capital Reorganisation, the General Meeting and
other matters can be found in the Circular and in Appendix I to
this announcement below.
Circular
A Circular containing a Notice of General Meeting will be posted
to shareholders shortly and will be made available on the Company's
website at: www.seeen.com
The above summary should be read in conjunction with the full
text of this announcement and the Circular, extracts from which are
set out in the Appendices below. Persons who have chosen to
participate in the Placing and/or Open Offer will be deemed to have
read and understood this announcement in its entirety (including
the Appendices), and any person participating in the Open Offer
will be deemed to be participating on the terms and subject to the
conditions contained in the Circular. All capitalised terms used
throughout this announcement shall have the meanings given to such
terms in the Definitions section in Appendix II to this
announcement and as defined in the Circular. References to
paragraphs below refer to the relevant paragraphs of the Circular
and references to 'this document' refer to the Circular. References
to numbered 'Parts' below refer to the relevant parts of the
Circular.
For the purposes of UK MAR this announcement is being made on
behalf of the Company by Adrian Hargrave.
For further information please contact:
SEEEN plc Tel: +44 (0)7775
Adrian Hargrave, CEO 701 838
Website: seeen.com
Allenby Capital Limited (Nominated Adviser Tel: +44 (0)20 3328
and Joint Broker) 5656
Alex Brearley / George Payne (Corporate
Finance)
Tony Quirke / Amrit Nahal (Sales and Corporate
Broking)
Dowgate Capital Limited - (Joint Broker) Tel: +44(0)20 3903
Stephen Norcross 7721
The Company's Legal Entity Identifier (LEI) is:
213800RQVRMW2KRORN22.
Appendix I - Extracts from the Circular
1. INTRODUCTION
The Company has today announced that it is seeking to raise up
to approximately GBP3.1 million (excluding any funds raised
pursuant to the Broker Option) primarily to bolster the sales and
marketing team, and to invest into technology development projects
to support its planned next stage of growth.
The Company has conditionally raised approximately GBP2.6
million before expenses through a firm placing of 42,864,052 New
Ordinary Shares at the Issue Price of 6 pence per share. The
Company has also announced that it is offering Qualifying
Shareholders the opportunity (subject to satisfaction of the
Conditions) to subscribe for up to a further 8,326,312 New Ordinary
Shares at the Issue Price by offering the opportunity to
participate in the Open Offer on the basis of:
One Open Offer Share for every six Existing Ordinary Shares then
held
The Fundraising is conditional upon: (a) completion of the
Capital Reorganisation (details of which are set out in section 5
below); (b) passing of the Fundraising Resolutions (details of
which are set out in section 9 of this Part I below); (c) the
Placing becoming unconditional in all respects; and (d) Admission
becoming effective by 8.00 a.m. on 30 December 2022 (or such later
time and date not being later than 8.00 a.m. on 16 January 2023 as
the Company, Allenby Capital and Dowgate Capital may agree)
(together the "Conditions"). If fully subscribed, the Open Offer
will raise a maximum of approximately GBP0.5 million before
expenses. Qualifying Shareholders are able to apply for more than
their entitlement under the Open Offer and to the extent that other
Shareholders do not take up their Basic Entitlement under the Open
Offer, then Excess Applications will be satisfied in full or in
part, subject to the maximum issue of 8,326,312 New Ordinary Shares
available under the Open Offer.
The Directors will require further share authorities to grant
them the necessary authorities under sections 551 and 571
(respectively) of the Companies Act, to issue and allot the Placing
Shares the Broker Option Shares, Open Offer Shares and to disapply
statutory pre-emption rights in respect of such allotments.
Separately to the Fundraising, the Directors propose to put forward
an additional Resolution which would (subject to certain
restrictions) grant the Directors authority to allot equity
securities wholly for cash, without pre-emption rights applying, in
respect of the allotment authority granted pursuant to resolution 7
of the resolutions proposed at the previous annual general meeting
of the Company.
The Company's Existing Ordinary Shares have a nominal value of
12 pence per share. Under the Companies Act the Company is unable
to issue new shares at less than the nominal value of those shares.
Given that the Issue Price is set at 6 pence per share, the Company
is required to undertake a Capital Reorganisation, so that the
nominal value of each New Ordinary Share to be issued pursuant to
the Fundraising will be less than the Issue Price, details of which
are set out in section 5 of this Part I below. The Capital
Reorganisation is also subject to the passing of the Fundraising
Resolutions at the General Meeting and is conditional upon
Admission.
Each of these matters will require the approval of Shareholders
(as is explained in full below) and the Transaction is accordingly
conditional inter alia on the passing of the Fundraising
Resolutions at the General Meeting. The General Meeting has been
convened for 09.00 a.m. on 23 December 2022 and will take place at
the offices of Allenby Capital at 5 St. Helen's Place, London EC3A
6AB for the purpose of seeking such approvals. A notice convening
the General Meeting, at which the Resolutions will be proposed, is
set out at the end of this Circular.
The purpose of this Circular is to: (i) give further details on
the Transaction, including the background to and reasons for the
Resolutions; (ii) explain why the Board considers the Transaction
to be in the best interests of the Company and the Shareholders as
a whole and why the Directors unanimously recommend that the
Shareholders vote in favour of the Resolutions, as they intend to
do in respect of their own Existing Ordinary Shares; and (iii)
convene the General Meeting to obtain Shareholder approval for the
Resolutions. If the Fundraising Resolutions are passed at the
General Meeting on 23 December 2022, completion of the Transaction
and Admission are expected to take place on or around 30 December
2022.
Both Allenby Capital and Dowgate Capital are acting as financial
advisers to the Company in relation to the Open Offer and Placing
and as joint brokers in connection with the Placing. The Placing is
subject to the conditions and termination rights set out in the
Open Offer and Placing Agreement between the Company, Allenby
Capital and Dowgate Capital.
Broker Option
In order to deal with potential additional demand for New
Ordinary Shares under the Fundraising, the Company has granted the
Broker Option to Dowgate Capital and Allenby Capital to enable them
to fulfil any additional requests to participate in the Placing for
up to GBP0.5 million of Fundraising Shares received during the
Broker Option Period. The Broker Option is exercisable by Dowgate
Capital and Allenby Capital any number of times during that period
in their absolute discretion, and there is no obligation on either
Dowgate Capital or Allenby Capital to exercise the Broker Option or
to seek to procure subscribers for any Broker Option Shares
pursuant to the Broker Option. Any Broker Option Shares issued
pursuant to the exercise of the Broker Option will be issued on the
same terms and conditions as the Placing Shares, and will, if the
Broker Option is exercised in full, represent up to 14.0 per cent.
of the total number of Fundraising Shares. The Placing, Open Offer
and Broker Option combined will, if all the Open Offer Shares are
subscribed for and the Broker Option is exercised in full, result
in the issue, in aggregate, of 59,523,697 New Ordinary Shares,
representing approximately 54.4 per cent. of the Enlarged Share
Capital.
Shareholders should read the whole of this Circular and not
simply rely only upon the information set out in Part I (Letter
from the Non-Executive Chairman of SEEEN plc) of this document.
2. BACKGROUND TO AND REASONS FOR THE TRANSACTION Background to the Group
SEEEN is a media and technology platform company with
proprietary Artificial Intelligence (AI) technology which delivers
'Key Video Moments' to drive increased views and revenues across
all video content. The Group's technology takes any existing video
and uses AI to create new, monetisable video assets, in the form of
Key Video Moments. Such Key Video Moments are short segments of a
video that SEEEN's AI algorithms have identified as being engaging
to a viewer, based on factors such as on-screen activity or
emotions. SEEEN's customers can then apply this analysis to drive
increased engagement and conversion of viewers on their own
websites into paying customers, as well as increased video views
and advertising on social video, especially YouTube, through the
Group's YouTube Multichannel Network ("MCN").
The Company's shares were admitted to trading on AIM in
September 2019, as part of a transaction that combined two core
assets: (i) AI-powered video technology; and (ii) the MCN. The
Group has used both of
these assets to develop its platform offering to increase
customers' views and revenues from their existing video collections
and from future content.
During 2022, SEEEN has moved into greater commercialisation,
having made initial sales in 2021. Through re-purposing their
existing video content into Key Video Moments, either by creating
short videos, re-mixing Key Video Moments or inserting contextual
end cards during Key Video Moments, SEEEN's customers have new,
actionable videos without the considerable costs of additional
video production.
The Group now has strong data across different implementations,
which it has been able to leverage for further customer sales. This
data includes improved advert 'clickthrough rates' and reduced
customer acquisition costs for videos on customer websites, as well
as improved performance for MCN channels using SEEEN's
technology.
The Board believes that, given the Group's proprietary
technology offering, combined with empirical data and initial
customer wins, it is the right time to accelerate the Group's sales
efforts with focused hires and feature development, to both
increase the sales pipeline and shorten sales cycles.
The Company therefore proposes to raise gross proceeds of up to
GBP3.1 million via the Fundraising (excluding any funds raised
pursuant to the Broker Option) to do so, details of which are set
out under "Use of Proceeds" below.
Key products and services
The Group's key products and services are as follows:
1. JetStream is a proprietary video intelligence tool that uses
multiple Artificial Intelligence models to recognise objects,
places and actions in streaming videos. These models have multiple
applications, such as media monitoring (recognition of logos and
people within videos) or the creation of Key Video Moments, which
is used within CreatorSuite, described below.
2. CreatorSuite is a technology product for hosting a customer's
video collection and utilizes JetStream to produce Key Video
Moments to allow customers to maximise audience reach and
monetization from contextual offerings related to the Key Video
Moment.
3. MCN works with YouTube creators to drive monetisation of
their videos on YouTube, taking a fixed percentage of all
monetisation revenues from such videos on YouTube. The Group works
with channel partners to both implement its Key Video Moments
technology to lower the cost of video publication and to optimise
videos and video strategy for social video. MCN operates the
Group's micro-moment led GTChannel website.
The Group's Target Markets
The Group has firmly identified key target markets, most
applicable to its technology products and services. The Group plans
to use the net proceeds from the Fundraising to accelerate sales in
each of these segments, which are described briefly below:
Vertical customers:
Markets where SEEEN's technology is particularly useful are for
self-serve customers, most notably: financial publishing, sports
and charitable/political. The Group has a significant identified
customer pipeline which includes prospects in these markets. Each
of these sectors tends to have longer-form content with experienced
video and publishing teams. SEEEN's customers typically look to
convert viewers into paying customers or subscribers. Given the
experience within these organisations, the Board considers that
they are well positioned to curate appropriate Key Video Moments
from their content to drive success on their website and on social
video using CreatorSuite. SEEEN expects to generate monthly
recurring revenues of approximately $500-$1,000 per customer from
its sales to vertical customers.
e-Commerce customers:
Many customers, in particular retail and services businesses, as
well as the Group's own GTChannel, are driven by the need to drive
e-commerce. SEEEN's technology is a method for converting viewers
and presenting their audiences with relevant, contextual purchasing
opportunities within video, which has delivered strong results for
customers, often as part of a more comprehensive digital marketing
campaign.
In a trial with American Leak Detection (ALD), by using
CreatorSuite specifically for e-commerce, ALD has driven sales
worth 20 times the amount it has spent on Google Ads. SEEEN expects
to generate monthly recurring revenues of approximately $500-$1,000
per customer from the sales to vertical and e-commerce customers,
together with e-commerce commission of 5-10 per cent. of sales
generated by its customers.
Strategic customers:
SEEEN has made significant progress with publishers to provide a
managed service approach to both social video and website
optimisation. This has been best evidenced by the Group's contract
with Daily Mail and reinforced with contracts with theChive and a
US financial publisher. These customers typically have access to
large (and sometimes undifferentiated) volumes of video content,
operating with relatively small social video teams who seek to
directly drive advertising revenues on their own website.
SEEEN has a solution for each of these issues. CreatorSuite and
our other AI tools identify Key Video Moments for re-publication
and re-mixing to create additional relevant content for publisher
audiences without hiring additional staff. Below, in the MCN
section, we explain the results of these implementations on
YouTube. In addition, the Group's ability to create Key Video
Moments and automatically create structured data to improve Search
Engine Optimisation (SEO) for such Key Video Moments, can drive
increased views to its clients' websites. This increased traffic
directly can deliver increased direct advertising sales for our
clients. The Directors believe that for strategic customers, MCN
revenues of approximately $30,000-$50,000 per month can be
targeted, whereas for its CreatorSuite licensing and Media
Monitoring services, targeted monthly revenues of approximately
$5,000-$10,000 and approximately $10,000-$20,000 respectively are
achievable, both at significantly higher margins.
MCN:
Since the beginning of the second half of 2021, SEEEN has
re-focused its MCN on partnering with channels that (i) drive
greater profitability and (ii) are more likely to use SEEEN's
technology products to drive both their social video monetisation
and on-website monetisation. This approach has been successful and
resulted in SEEEN signing up three strategic customers, as well as
several vertical customers who are now part of the Group's MCN. In
addition, SEEEN has developed additional tools that are
particularly relevant to social video publication - improving
channel partners' publication workflows and allowing them to create
additional video assets from pre-existing videos. In Daily Mail's
case, SEEEN has worked with them to create Key Video Moments from
longer form and livestream video, which the Board believes has
allowed Daily Mail to increasingly become an authority for trending
news topics on YouTube. Through working together with Daily Mail,
SEEEN has consistently delivered record revenues for this channel
partner, reaching as much as three times previous records. The
Directors believe that there is further cross-sales potential with
this customer.
Growth Strategy and Opportunities
The Directors believe that establishing a dedicated sales team
will support the Group in driving higher margin revenues and
shorter sales cycles among existing and pipeline strategic
customers. The Directors intend for this to be achieved through a
direct sales team responsible for vertical markets, e-commerce
customers and strategic customers. SEEEN also intends to build
further strategic partnerships and reseller relationships with
companies in the media monitoring, Customer Relationship Management
(CRM) and digital marketing industries. The Group aims to continue
to add profitable channels to its MCN, where the Group's technology
can be leveraged and cross-sold for solutions on customer websites.
The addition of new product features, such as improved end cards
and advertising integration for customer websites, is expected to
shorten sales cycles for the Group and provide for high margin
licencing opportunities.
3. CURRENT TRADING
During 2022, SEEEN moved into its commercialisation phase,
having previously built a suite of technology products based on
core AI capabilities, with initial sales having been made in the
first half of the 2021 financial year.
The Group has maintained this momentum with further customer
wins over the year, adding a further ten technology-led customers
and expanded its monthly recurring revenues by approximately
$15,000, as well as adding more than $70,000 per month in MCN
advertising revenues from such customers. This includes the Group's
first win in the US financial publishing sector and initiating
upselling of additional technology solutions to existing publishing
customers such as the Daily Mail.
The Group announced its interim financials on 29 September 2022,
which can be found at
https://investor.seeen.com/news/2022-1h-interim-results, and its
audited financials on 30 June 2022, which can be found at
https://investor.seeen.com/news/2021-final.
4. USE OF PROCEEDS AND IMPACT OF THE FUNDRAISING
It is intended that the net proceeds of the Fundraising will
primarily be used to accelerate the Company's commercial progress
through:
-- hiring dedicated sales, marketing and customer success teams
to support the strategy of driving higher margin revenues; and
-- investing into technology development features to accelerate sales cycles.
The Directors believe that the Fundraising will allow the Group
to accelerate its customer acquisition to capture the substantial
market opportunity available to it.
Dedicated sales and marketing:
Approximately GBP1.2 million of the gross proceeds of the
Placing is planned to be spent on direct sales hires for the US and
the UK in the Group's identified target markets.
It is intended that these sales personnel will target sales
to:
-- Strategic Customers (expected to be large advertising-led publishers);
-- Vertical Customers, including sports and financial publishing;
-- e-Commerce Customers; and
-- Strategic Partnerships, including with media monitoring, CRM
and digital marketing businesses.
Technology development:
Approximately GBP1.0 million of the gross proceeds of the
Placing is planned to drive forward technology development through
a mix of existing outsourced development for CreatorSuite additions
and new multi-national CRM/Digital Marketing integration, and the
recruitment of analytics specialists through pre-selected
hires.
The Directors intend to add certain features to the Group's
existing technology set, including:
-- integration with video advertising to increase strategic customer wins;
-- additional end card flexibility to improve customer
conversion and drive retail commission fees;
-- more flexible AI to detect Key Video Moments, by use case, to shorten sales cycles;
-- improved analytics for Key Video Moment performance; and
-- integration with key CRM and Digital Marketing Platforms for reseller strategies.
The Board believes that the combination of the new technology
features and the hiring of additional sales personnel via the
successful application of the Placing's net proceeds will drive
increased revenues and gross margins for the Group for the years
ending 31 December 2023 and 2024, albeit with an increased
operating cost base. More specifically, the Board believes that the
increased sales and marketing hiring and other activities to be
facilitated by the Placing's net proceeds will provide the Group
with the potential to:
-- win five to ten vertical customers each month with e-commerce opportunities;
-- win one strategic customer every two months;
-- win one media monitoring contract per quarter; and
-- achieve additional upside revenues from reseller partnerships.
Other:
Approximately GBP0.4 million of the gross proceeds of the
Placing is planned to be applied towards covering the Company's
fees in connection with the Fundraising, general and administrative
expenses and other general working capital, including the
appointment of a new Chief Financial Officer.
Open Offer and Broker Option:
It is proposed that the gross proceeds of the Open Offer, which
will represent a maximum of an additional approximately GBP0.5
million and any funds raised pursuant to the exercise of the Broker
Option, set at a maximum of GBP0.5 million, will generally be used
for the same purposes as indicated above, in an approximately pro
rata manner.
5. CAPITAL REORGANISATION
The Company's Existing Ordinary Shares are presently trading on
AIM at a price which is below 12 pence per share (being the nominal
value of the Existing Ordinary Shares) and the Issue Price is also
below the nominal value of the Existing Ordinary Shares. The
Companies Act prohibits a company from issuing shares at a discount
to the nominal or par value of its shares. Therefore, in order to
ensure that the Transaction can be carried out, it is necessary to
effect the Capital Reorganisation to reduce the nominal value of
the Company's Existing Ordinary Shares. The Directors therefore
propose to effect the Capital Reorganisation on the following
basis:
-- each of the Existing Ordinary Shares of 12 pence each will be
subdivided into and reclassified as one New Ordinary Share and one
Deferred Share;
-- each New Ordinary Share will be an ordinary share in the
capital of the Company with a nominal value of GBP0.001 (0.1 pence)
and having those rights set out in the Amended Articles (further
details of which can be found below);
-- each Deferred Share will be a deferred share in the capital
of the Company with a nominal value of GBP0.119 (11.9 pence) and
having those rights set out in the Amended Articles. The intention
is that Deferred Shares would be cancelled in due course following
a court approved reduction of capital or other means, if available;
and
-- the Company's articles of association require to be amended
to include certain provisions including relating to the Deferred
Shares, via the Amended Articles.
The Amended Articles
The proposed Capital Reorganisation will necessitate certain
alterations to the Company's Existing Articles. Alteration of the
Existing Articles is proposed as Resolution 1 and the alterations,
including establishing the Deferred Shares and setting out the
limited rights proposed for the Deferred Shares, are reflected in
the changes to the Existing Articles.
The New Ordinary Shares created upon implementation of the
Capital Reorganisation will have the same rights as the Existing
Ordinary Shares including voting, dividend, return of capital and
other rights, save that their nominal value will be 0.1 pence per
share as opposed to 12 pence per share. Existing Ordinary Share
certificates will remain valid following the Capital Reorganisation
and the New Ordinary Shares will have the same ISIN as the Existing
Ordinary Shares.
The Deferred Shares will not have any voting rights and will not
carry any entitlement to attend general meetings of the Company;
nor will they be admitted to AIM or any other market. They will
carry only a right to participate in any return of capital on a
winding up to the amount paid up on such shares, but only after
holders of Ordinary Shares have together received the nominal
amounts paid up on such shares, plus GBP10,000,000,000. In
addition, they will not carry any right to participate in any
dividend or other distribution. In each case a payment, on a return
of capital, to any one holder of Deferred Shares shall satisfy the
payment required. The Company will be authorised at any time to
effect a transfer of the Deferred Shares without reference to the
holders thereof and for no consideration pursuant to and in
accordance with the Companies Act. Accordingly, the Deferred Shares
will, for all practical purposes, be valueless and it is the
Board's intention, at an appropriate time, to have the Deferred
Shares cancelled, whether through an application to the Companies
Court or otherwise in accordance with the Companies Act. No share
certificates will be issued for the Deferred Shares.
The draft Amended Articles proposed, along with a set
highlighting the alterations and comparing the Amended Articles
with the Existing Articles, will be available for inspection by
Shareholders at the General Meeting until the conclusion of the
General Meeting and on the Company's website, www.seeen.com . In
summary, it is proposed that each Existing Ordinary Share of 12
pence in the capital of the Company will be subdivided and
redesignated into one New Ordinary Share and one Deferred Share.
This will result in 49,957,876 New Ordinary Shares and 49,957,876
Deferred Shares being in issue immediately following the Capital
Reorganisation but before the issue of New Ordinary Shares pursuant
to the Placing and Open Offer or the Broker Option.
6. THE PLACING, OPEN OFFER
Placing
The Company is proposing to conditionally raise, assuming the
issue of the maximum number of New Ordinary Shares pursuant to the
Placing and Open Offer, gross proceeds of approximately GBP0.5
million (before expenses) by the issue of up to 8,326,312 New
Ordinary Shares at the Issue Price, being 6 pence per New Ordinary
Share. The New Ordinary Shares to be issued pursuant to the Placing
do not qualify for participation in the Open Offer.
As part of the Placing, the Company is seeking to raise funds by
the issue of the EIS Placing Shares to investors seeking the
benefit of tax relief under the EIS and the VCT Placing Shares to
investors seeking the benefit of tax relief through VCT. The
Company received EIS Advance Assurance in June 2021 and the
Directors believe that the assurances given by HMRC remain valid.
The Directors believe that the Open Offer Shares should qualify for
EIS Relief, subject to the individual nature and circumstances of
the participating Qualifying Shareholder.
Shareholders should note that although the Directors believe
that the issue of New Ordinary Shares should qualify for EIS Relief
and that a subscription of New Ordinary Shares by a VCT should be
regarded as a qualifying holding, the availability of EIS Relief in
relation to a subscription for New Ordinary Shares and whether New
Ordinary Shares issued to a VCT are a qualifying holding cannot be
guaranteed. Prior to participating in the Open Offer, any
Qualifying Shareholders who desire EIS Relief must make themselves
known to the Company, take their own professional advice and rely
on it.
Shareholders should note that the Open Offer is conditional on
the Placing proceeding, although the Placing is not conditional on
the completion of the Open Offer.
Open Offer
Subject to satisfaction of the conditions set out below and in
Part IV of this document, Qualifying Shareholders on the register
of members at the close of business on 6 December 2022 are being
given the opportunity to subscribe for Open Offer Shares at the
Issue Price pro rata to their holdings of Existing Ordinary Shares
on the Record Date to raise up to an amount of approximately GBP0.5
million (before expenses) on the basis of:
One Open Offer Share for every six Existing Ordinary Shares then
held
Those Shareholders who wish to apply for additional shares may
do so through the Excess Application Facility, details of which are
set out in Part IV of this Circular.
The Excess Application Facility enables Qualifying Shareholders
to apply for any number of Open Offer Shares, provided they have
taken up their Basic Entitlement in full, up to the total number of
Open Offer Shares being offered (less their Basic Entitlement).
The Fundraising Shares, when issued fully paid, will rank pari
passu in all respects with the other New Ordinary Shares including
the right to receive all dividends and other distributions declared
in respect of such New Ordinary Shares by reference to a record
date falling after the date of issue of the Fundraising Shares.
Application will be made for the Fundraising Shares to be
admitted to trading on AIM and it is expected that Admission will
become effective and dealings in the Fundraising Shares will
commence on 30 December 2022. The Placing and the Open Offer are
conditional upon Admission becoming effective by 8.00 a.m. on 30
December 2022 or such later time and date as the Company and
Dowgate Capital and Allenby Capital may agree, being no later than
8.00 a.m. on 16 January 2023. In the event that this condition is
not satisfied by the requisite time, the Placing and the Open Offer
will not proceed. In such circumstances, application monies will be
returned at the applicant's risk without payment of interest, as
soon as practicable thereafter.
Fractions of Open Offer Shares will not be allotted; instead,
each Qualifying Shareholder's entitlement under the Open Offer will
be rounded down to the nearest whole number of Open Offer Shares.
Qualifying Shareholders with holdings of Existing Ordinary Shares
in both certificated and uncertificated form will be treated as
having separate holdings for the purpose of calculating the Open
Offer Entitlements.
The latest time for applications under the Open Offer to be
received is 11.00 a.m. on 22 December 2022. The procedure for
application and payment depends on whether, at the time at which
application and payment is made, you have an Application Form in
respect of your entitlement under the Open Offer or have Open Offer
Entitlements credited to your stock account in CREST in respect of
such entitlement. The procedures for application and payment are
set out in Part IV (Terms and Conditions of the Open Offer) of this
document.
7. DIRECTORS' PARTICIPATION IN THE PLACING
The Company's Chief Executive, Adrian Hargrave, has agreed to
conditionally subscribe for 583,333 Placing Shares in the Placing,
which represents an amount of approximately GBP35,000 at the Issue
Price.
The Company's Chairman, Dr Patrick DeSouza, is a director of
Water Intelligence and Dr DeSouza is interested in 25.07 per cent.
of Water Intelligence's issued share capital. Water Intelligence
has agreed to conditionally subscribe for 2,083,333 Placing Shares
in the Placing, which represents an amount of approximately
GBP125,000 at the Issue Price.
Following completion of the Placing and assuming that the Open
Offer Shares have been subscribed for in full, the interests of
Adrian Hargrave and Water Intelligence in the issued and to be
issued share capital of the Company are as shown below:
Percentage of
Shareholding Enlarged
Director/connected Placing Shares following Share Capital
Party Position being Admission held following
subscribed Admission(1)
for
583,333 New 788,333 Ordinary
Adrian Hargrave Chief Executive Ordinary Shares Shares 0.8%
-----------------
Connected with 2,083,333 New 5,938,366 Ordinary
Water Intelligence SEEEN's Chairman Ordinary Shares Shares 5.9%
-------------------- ------------------- -------------------- -----------------
2,666,666 New
Ordinary 6,726,699 Ordinary
Totals Shares Shares 6.7%
------------------- ------------------- -----------------
(1) Assuming full take up of all New Ordinary Shares available under the Open Offer
8. RELATED PARTY TRANSACTIONS
As Gresham House currently holds approximately 13.34 per cent.
of the Existing Ordinary Shares, Gresham House is a related party
of the Company pursuant to the AIM Rules. Gresham House has agreed
to conditionally subscribe for 21,133,503 Placing Shares in the
Placing, which represents an amount of approximately GBP1.3 million
at the Issue Price.
In connection with its participation in the Placing, pursuant to
an agreement between Gresham House and the Company, it has been
agreed that, for as long as Gresham House is the registered holder
of a minimum of 10 per cent. of the Company's ordinary shares in
issue from time to time, Gresham House shall be entitled to appoint
one director to the Company's Board as a nominee director (the
"Gresham House Nominee Director") (the "Gresham House Director
Nomination Agreement"). Pursuant to the Gresham House Director
Nomination Agreement, it has been agreed, inter alia, that: (i) the
appointment of the Gresham House Nominee Director is to be
remunerated at a rate of GBP40,000 per annum and reimbursed for
expenses that are appropriate and at a rate considered standard for
this role; (ii) the Gresham House Nominee Director shall (on
request) be entitled to be appointed to all committees of the
Company's board and shall be granted rights of access to
information generally (iii) upon their appointment, the Company
shall enter into a deed to indemnify the Gresham House Nominee
Director in respect of any liabilities of such director which arise
out of or in connection with his or her appointment by the Company;
and (iv) that the Company shall ensure that the Gresham House
Nominee Director is included in the directors' liability insurance
cover taken out by the Company for its Directors and in any other
professional liability cover provided by the Company for the
benefit of any of its Directors from time to time.
Gresham House's participation in the Placing and the Gresham
House Director Nomination Agreement constitute related party
transactions for the purposes of Rule 13 of the AIM Rules. On
Admission, and assuming that no New Ordinary Shares are issued
pursuant to the Open Offer or the Broker Option , Gresham House
will hold 27,800,169 New Ordinary Shares, representing 29.95 per
cent. of the Enlarged Share Capital.
SEEEN's Chief Executive, Adrian Hargrave, is a related party of
the Company pursuant to the AIM Rules and his participation in the
Placing, as described in section 7 of this Part I above, therefore
constitutes a related party transaction for the purposes of Rule 13
of the AIM Rules.
The Company's Chairman, Dr Patrick DeSouza (who is interested in
approximately 10.86 per cent. of the Existing Ordinary Shares), has
an interest in 25.07 per cent. of Water Intelligence's issued share
capital and Water Intelligence is therefore a related party of the
Company pursuant to the AIM Rules. Water Intelligence's
participation in the Placing, as described in section 7 of this
Part I above, therefore constitutes a related party transaction for
the purposes of Rule 13 of the AIM Rules.
The Independent Directors consider, having consulted with the
Company's nominated adviser, Allenby Capital, that the terms of the
participation in the Placing by Adrian Hargrave, Water Intelligence
and Gresham House (including the Gresham House Director Nomination
Agreement) are fair and reasonable insofar as the Company's
shareholders are concerned.
9. GENERAL MEETING
A notice convening a General Meeting of the Company to be held
at 09.00 a.m. on 23 December 2022 at the offices of Allenby Capital
at 5 St. Helen's Place, London EC3A 6AB is set out at the end of
this Circular. A Form of Proxy to be used in connection with the
General Meeting is enclosed with this Circular when received in
hard copy form and is available on the Company's website at
www.seeen.com . The purpose of the General Meeting is to seek
approval of Existing Shareholders for the Resolutions summarised
below. The Fundraising is conditional upon the passing of the
Fundraising Resolutions as set out in the Notice of General Meeting
and summarised below.
At the General Meeting, Resolutions will be proposed to the
following effect:
-- Resolution 1 is a special resolution to alter the Articles of
Association of the Company with effect from close of business on
the dealing day immediately prior to Admission to:
(a) create the Deferred Shares;
(b) specify the rights attached to the Deferred Shares,
including that the Deferred Shares:
- will not have any voting rights;
- will not carry any entitlement to attend general meetings of the Company;
- will not carry any right to participate in any dividend or other distribution;
- will carry only a right to participate in any return of
capital on a winding up to the amount paid up on such shares, but
only after holders of Ordinary Shares have together received the
nominal amounts paid up on such shares, plus GBP10,000,000,000;
(c) specify that, on a return of capital, payment to any one
holder of Deferred Shares shall satisfy the payment required;
and
(d) specify that the Company will be authorised at any time to
effect a transfer of the Deferred Shares without reference to the
holders thereof and for no consideration pursuant to and in
accordance with the Companies Act;
Accordingly, the Deferred Shares will, for all practical
purposes, be valueless and it is the Board's intention, at an
appropriate time, to have the Deferred Shares cancelled, whether
through an application to the Companies Court or otherwise in
accordance with the Companies Act;
-- Resolution 2, which is conditional on the passing of
Resolution 1, is a special resolution to sub-divide and redesignate
each Existing Ordinary Share of GBP0.12 into (i) one New Ordinary
Share of 0.1 pence and (ii) one redesignated Deferred Share of 11.9
pence;
-- Resolution 3, which is conditional on the passing of
Resolutions 1, 2 and 4 is an ordinary resolution to authorise the
Directors to allot shares and to grant rights to subscribe for and
convert securities into shares up to an aggregate nominal value of
GBP59,523.70, being equal to 59,523,697 New Ordinary Shares,
pursuant to the Fundraising; and
-- Resolution 4, which is conditional on the passing of
Resolutions 1, 2 and 3 is a special resolution to authorise the
Directors to allot equity securities pursuant to the authority
granted under Resolution 3 on a non pre-emptive basis.
-- Resolution 5, which is conditional on the passing of
Resolution 2, is a special resolution to cancel the Deferred Shares
created under Resolution 2, subject to Court approval.
-- Resolution 6, which is separate to the Fundraising and
therefore not conditional on the passing of any other Resolution,
is a special resolution to authorise the Directors to allot equity
securities pursuant to the authority granted under resolution 7 at
the Company's previous annual general meeting held on 28 July 2022
on a non pre-emptive basis.
The authorities and powers to allot shares and to grant rights
to subscribe for and convert securities into shares on a
non-pre-emptive basis to be granted pursuant to Resolutions 3 and 4
will expire on the date falling six months from the date of passing
of those Resolutions (unless renewed, varied or revoked by the
Company before that date) and will be in addition to the Directors'
authorities and powers to allot shares and to grant rights to
subscribe for and convert securities into shares on a non
pre-emptive basis granted at the Company's last annual general
meeting held on 28 July 2022.
The authority and power to allot shares and to grant rights to
subscribe for and convert securities into shares on a
non-pre-emptive basis to be granted pursuant to Resolution 6 will
expire on the date of the Company's next annual general meeting
(unless renewed, varied or revoked by the Company before that date)
and will be in addition to any and all existing authorities,
including those granted under Resolutions 3 and 4.
The Company has received irrevocable undertakings from each of
Adrian Hargrave and Patrick DeSouza (being the only Directors
holding Existing Ordinary Shares) to vote in favour of the
Resolutions in respect of their respective entire holdings of
Existing Ordinary Shares, representing, in aggregate, approximately
11.3 per cent. of the Existing Ordinary Shares.
10. ACTION TO BE TAKEN
In respect of the General Meeting
Whether or not you intend to be present at the General Meeting
you are requested to complete a Form of Proxy vote either online at
www.shareregistrars.uk.com (click on the "Proxy Vote" button and
then follow the on-screen instructions), by issuing a CREST Proxy
Instruction or by completing the Proxy Form enclosed with this
Circular or downloaded from the Company's website at www.seeen.com
, in accordance with the instructions printed thereon, and
returning it to Share Registrars Limited, 3 The Millennium Centre,
Crosby Way, Farnham, Surrey, GU9 7XX, in each case as soon as
possible but in any event so that the action is completed or the
Proxy Form is received by no later than 09.00 a.m. on 21 December
2022. The completion of a proxy appointment and/or return of a Form
of Proxy will not preclude you from attending the General Meeting
and voting in person should you subsequently wish to do so.
Unless the Form of Proxy, online proxy vote or CREST Proxy
Instruction is received by the date and time specified above, it
will be invalid.
In respect of the Open Offer
Qualifying non-CREST Shareholders wishing to apply for Open
Offer Shares, including Excess Shares must complete the enclosed
Application Form in accordance with the instructions set out in
Part IV (Terms and Conditions of the Open Offer) of this document
and on the accompanying Application Form and return it with the
appropriate payment to Share Registrars Limited, 3 The Millennium
Centre, Crosby Way, Farnham, Surrey, GU9 7XX, so as to arrive no
later than 09.00 a.m. on 21 December 2022. If you are a Qualifying
non-CREST Shareholder and do not wish to apply for any Open Offer
Shares under the Open Offer, you should not complete or return the
Application Form. If you are a Qualifying CREST Shareholder, no
Application Form will be sent to you. Qualifying CREST Shareholders
will have Open Offer Entitlements and Excess CREST Open Offer
Entitlements credited to their stock accounts in CREST. You should
refer to the procedure for application set out in Part IV (Terms
and Conditions of the Open Offer) of this document. The relevant
CREST instructions must have been settled in accordance with the
instructions in Part IV of this document by no later than 11.00
a.m. on 22 December 2022.
Qualifying CREST Shareholders who are CREST sponsored members
should refer to their CREST sponsors regarding the action to be
taken in connection with this document and the Open Offer.
11. RECOMMATION
The Board considers the Open Offer, the Placing, the Capital
Reorganisation and the Resolutions to be in the best interests of
Shareholders as a whole. Accordingly, the Board unanimously
recommends that Shareholders vote in favour of the Resolutions to
be proposed at the General Meeting as Adrian Hargrave and Patrick
DeSouza (being the Directors holding Existing Ordinary Shares)
intend to do in respect of their shareholdings representing 11.3
per cent. of the Existing Ordinary Shares.
Yours sincerely,
Patrick DeSouza
Non-Executive Chairman
Appendix II - Definitions
The following definitions apply throughout this announcement and
the Circular unless the context requires otherwise:
Admission admission of the New Ordinary Shares (including the
Fundraising Shares) to trading on AIM becoming effective in
accordance with the AIM Rules;
Advance Assurance written confirmation from HMRC that, inter
alia, shares in the Company will rank as "eligible shares" and will
meet the requirements for relief under EIS, for the time being and
in so far as the requirements relate to the Company;
AIM the market of that name operated by the London Stock
Exchange;
AIM Rules the AIM Rules for Companies governing the admission to
and operation of AIM published by the London Stock Exchange as
amended from time to time;
AIM Rules for Nominated the AIM Rules for Nominated Advisers
published by the London
Advisers Stock Exchange as amended from time to time;
Allenby Capital Allenby Capital Limited, the Company's placing
agent, joint financial adviser for the purposes of the Open Offer
and Joint Broker;
Amended Articles the Company's new Articles of Association
following the amendments proposed to be approved via Resolution 1,
including the amendments to establish the Deferred Shares and set
out the limited rights proposed for the Deferred Shares;
Application Form the personalised application form on which
Qualifying non-CREST Shareholders may apply for Open Offer Shares
under the Open Offer;
Articles of Association the articles of association of the
Company, as amended from time to time;
Basic Entitlement the entitlement of Qualifying Shareholders to
apply for Open Offer Shares, on the basis of one Open Offer Share
for every six Existing Ordinary Shares registered in their names on
the Record Date, rounded down to the nearest whole Open Offer
Share;
Broker Option the conditional further placing, subject to the
exercise of the Broker Option, of the Broker Option Shares to be
arranged by Dowgate Capital and Allenby Capital at their absolute
discretion as agent for the Company pursuant to the provisions of
the Open Offer and Placing Agreement;
Broker Option Period the period commencing on the date of this
Circular and concluding at 5.00 p.m. on 22 December 2022;
Broker Option Shares the up to 8,333,333 additional New Ordinary
Shares that may be issued by the Company (at the absolute
discretion of Dowgate Capital and Allenby Capital) pursuant to the
Broker Option, comprising, if the Broker Option is exercised in
full, a number of additional New Ordinary Shares which is equal to
19.4 per cent. of the aggregate number of Placing Shares;
Business Day any day on which banks are generally open in London
for the transaction of business other than a Saturday or Sunday or
public holiday;
Capital Reorganisation the proposed reorganisation of the share
capital of the Company as described in section 5 of Part I;
Certificated or in certificated a share or other security which
is not in uncertificated form (that is,
form not in CREST);
Circular this document;
Closing Price the closing middle market quotation of a share as
derived from Bloomberg;
Companies Act the Companies Act 2006, as amended, modified or
re-enacted from time to time;
Company or SEEEN SEEEN plc, incorporated in England and Wales
with number 10621059 and with its registered office at 27-28
Eastcastle Street, London W1W 8DH;
CREST or CREST System the computer-based system (as defined in
the CREST Regulations) operated and administered by Euroclear
enabling securities to be evidenced otherwise than by certificates
and transferred otherwise than by written instruments;
CREST member a person who has been admitted by Euroclear as a
system participant (as defined in the CREST Regulations);
CREST participant a person who is, in relation to CREST, a system-participant (as defined in the CREST Regulations);
Deferred Shares the Deferred Shares of 11.9 pence each in the
capital of the Company as created by virtue of the Capital
Reorganisation;
Directors, Board or Board of the current directors of the
Company or the board of directors from
Directors time to time of the Company, as the context requires,
and "Director" is to be construed accordingly;
Dollar US Dollars, the basic unit of currency in the US;
Dowgate Capital Dowgate Capital Limited, the Company's placing
agent, joint financial adviser for the purposes of the Open Offer
and Joint Broker;
DTR the Financial Conduct Authority's Disclosure Guidance and
Transparency Rules;
EIS the Enterprise Investment Scheme as set out in Part 4 of the
Income Tax Act 2007 and Schedule 5B Taxation of Chargeable Gains
Act 1992, as amended from time to time;
EIS Placing Shares the 6,888,886 New Ordinary Shares to be
issued pursuant to the Open Offer and Placing Agreement to certain
persons seeking to invest in "eligible shares" for the purposes of
EIS;
EIS Relief the relief available to investors under EIS;
EIS/VCT Placing Shares the EIS Placing Shares and the VCT
Placing Shares, totalling
28,855,722 New Ordinary Shares;
Enabled for settlement in respect of Open Offer Entitlements,
enabled for the limited purpose of settlement of claim transactions
and USE transactions;
Enlarged Share Capital the ordinary share capital of the Company
immediately following Admission;
Euroclear Euroclear UK & International Limited;
Excess Applications any applications for Excess Shares pursuant
to the Excess Application Facility;
Excess Application Facility the facility for Qualifying
Shareholders to apply for Excess Shares in excess of their Basic
Entitlements subject to the terms and conditions set out in Part IV
of this Circular and the Application Form, if relevant;
Existing Articles the articles of association of the Company
currently in force;
Excess Open Offer Entitlements in respect of each Qualifying
CREST Shareholder who has taken up his Basic Entitlement in full,
the entitlement (in addition to the Basic Entitlement) to apply for
Excess Shares up to the number of Open Offer Shares credited to
their stock account in CREST pursuant to the Excess Application
Facility, which may be subject to scaling down according to the
Directors' absolute discretion;
Excess Shares Open Offer Shares which a Qualifying Shareholder
is entitled to apply for in addition to the Basic Entitlement by
virtue of the Excess Application Facility;
Existing Ordinary Shares the 49,957,876 ordinary shares of 12
pence each in issue as at the date of this document;
Existing Shareholders the holders of Existing Ordinary Shares;
FCA the Financial Conduct Authority of the United Kingdom or any
successor body or bodies carrying out the functions currently
carried out by the Financial Conduct Authority;
Form of Proxy the form of proxy accompanying this Circular for
use by Existing Shareholders at the General Meeting;
FSMA the UK Financial Services and Markets Act 2000, as
amended;
Fundraising the Placing, the Open Offer and the Broker
Option;
Fundraising Resolutions each of Resolutions 1, 2, 3, 4 and 5;
Fundraising Shares the Open Offer Shares, the Placing Shares and
the Broker Option Shares;
General Meeting the general meeting of the Company to be held at
the offices of Allenby Capital at 5 St. Helen's Place, London EC3A
6AB, as set out in the Notice of General Meeting;
General Placing Shares the 14,008,330 New Ordinary Shares to be
issued in the Placing which are not EIS/VCT Placing Shares;
Gresham House Gresham House Asset Management Limited;
Gresham House Director has the meaning given in paragraph 8 of
Part I; Nomination Agreement
Group the Company and each of its subsidiaries and subsidiary
undertakings;
Independent Directors Akiko Mikumo, David Anton and Charles Burdick;
ISIN International Securities Identification Number;
Issue Price 6p per Fundraising Share;
London Stock Exchange London Stock Exchange plc or its successor(s);
MAR the UK version of the EU Market Abuse Regulation
(2014/596/EU) (incorporated into UK law by virtue of the European
Union (Withdrawal) Act 2018), as amended and supplemented from time
to time;
Member Account ID the identification code or number attached to
any member account in CREST;
Money Laundering Regulations The Money Laundering, Terrorist
Financing and Transfer of Funds (Information on the Payer)
Regulations 2017 (as amended and supplemented);
New Ordinary Shares the ordinary shares of 0.1 pence each in the
capital of the Company as created by virtue of the Capital
Reorganisation and the Fundraising Resolutions;
Notice of General Meeting the notice of general meeting set out
in Part V of this Circular;
Open Offer the conditional invitation to Qualifying Shareholders
to apply for the Open Offer Shares at the Issue Price on the terms
and conditions outlined in this document;
Open Offer and Placing the agreement between the Company,
Allenby Capital and Dowgate
Agreement Capital relating to the Fundraising, as described in
this document
Open Offer Entitlements entitlements for Qualifying Shareholders
to subscribe for Open Offer Shares pursuant to the Basic
Entitlement and the Excess Application Facility;
Open Offer Shares up to 8,326,312 New Ordinary Shares to be
issued pursuant to the Open Offer;
Ordinary Shares the ordinary shares in the capital of the
Company from time to time;
Overseas Shareholders Shareholders with registered addresses in,
or who are citizens, residents or nationals of, jurisdictions
outside the UK;
Participant ID the identification code or membership number used
in CREST to identify a particular CREST member or other CREST
participant;
Placee any person that has conditionally agreed to subscribe for
Placing Shares in the Placing;
Placing the proposed placing of the Placing Shares by the
Company at the Issue Price, conditional inter alia on passing of
the Fundraising Resolutions and on Admission;
Placing Shares means the EIS/VCT Placing Shares and the General
Placing Shares (but excluding the Broker Option Shares);
Qualifying CREST Shareholders Qualifying Shareholders holding
Existing Ordinary Shares on the Record Date in uncertificated
form;
Qualifying non-CREST Qualifying Shareholders holding Existing
Ordinary Shares on the
Shareholders Record Date in certificated form;
Qualifying Shareholders holders of Existing Ordinary Shares (a)
who are residing in a jurisdiction which is not a Restricted
Jurisdiction; and (b) whose names appear on the register of members
of the Company on the Record Date as holders of Existing Ordinary
Shares; and (c) who are eligible to be offered Open Offer Shares
under the Open Offer in accordance with the terms and conditions
set out in this Circular and the Application Form;
Receiving Agent Share Registrars Limited of 3 The Millennium
Centre, Crosby Way, Farnham, Surrey GU9 7XX;
Record Date the record date for the Open Offer, being the close
of business on 6 December 2022;
Regulatory Information Service one of the regulatory information
services authorised by the FCA to receive, process and disseminate
regulatory information from listed companies;
Resolutions the resolutions to be put to the Existing
Shareholders at the General Meeting as detailed in the Notice of
General Meeting and Resolution means any of the Resolutions;
Restricted Jurisdiction(s) the United States, Russia, Australia,
Canada, Japan, New Zealand, the Republic of South Africa and any
other jurisdiction where the extension or availability of the
Placing or the Open Offer would breach any applicable law;
SEC the US Securities and Exchange Commission;
Securities Act the US Securities Act of 1933, as amended;
Shareholders the holder(s) of the ordinary shares in the capital
of the Company from time to time;
Sterling or pound or GBP or pence pounds sterling or pence, the
basic units of currency in the UK;
Subsidiary has the meaning given in section 1159 of the
Companies Act;
subsidiary undertaking has the meaning given to it in section
1162 of the Companies Act 2006;
Takeover Code or City Code the City Code on Takeovers and
Mergers issued by the Takeover Panel, as amended from time to
time;
Takeover Panel The Panel on Takeovers and Mergers;
TIDM Tradable Instrument Display Mnemonic;
Transaction the Fundraising, Capital Reorganisation and
associated matters;
Uncertificated or uncertificated recorded on the relevant
register or other record as being held in
form uncertificated form in CREST and title to which, by virtue
of the CREST Regulations, may be transferred by means of CREST;
United Kingdom or UK the United Kingdom of Great Britain and
Northern Ireland;
United States or US the United States of America;
US person has the meaning provided in Rule 902(k) of Regulation
S under the Securities Act;
USE unmatched stock event;
VAT value added tax;
VCT a company which is, for the time being, approved as a
venture capital trust as defined by Section 259 of the Income Tax
Act 2007;
VCT Placing Shares the New Ordinary Shares to be issued pursuant
to the Open Offer and Placing Agreement to certain persons seeking
to invest through venture capital trusts relief; and
Water Intelligence Water Intelligence plc, incorporated in
England and Wales with number 03923150 and with its registered
office at 27-28 Eastcastle Street, London W1W 8DH.
Appendix III - Expected Timetable of Principal Events
Record Date and time for entitlements under the Open Offer Close
of business on
6 December 2022
Announcement of the Placing, Open Offer and posting of this 7
December 2022
Circular, Proxy Form and Application Form
Existing Ordinary Shares marked 'ex' by London Stock Exchange
8.00 a.m. on
8 December 2022
Basic Entitlements and Excess Open Offer Entitlements credited
8.00 a.m. on
to stock accounts in CREST of Qualifying CREST Shareholders 9
December 2022
Recommended latest time for requesting withdrawal of Basic 4.30
p.m. on
Entitlements and Excess Open Offer Entitlements from CREST 16
December 2022
Latest time for depositing Basic Entitlements and Excess Open
3.00 p.m. on
Offer Entitlements into CREST 19 December 2022
Latest time and date for splitting of Application Forms (to
satisfy 3.00 p.m. on
bona fide claims only) 20 December 2022
Latest time and date for receipt of completed Application Forms
11.00 a.m. on
and payment in full under the Open Offer or settlement of 22
December 2022
relevant CREST instructions (as appropriate)
Allocation of Excess Open Offer Shares to Qualifying
Shareholders 22 December 2022
Result of Open Offer announced through an RIS 23 December
2022
Latest time and date for receipt of completed Forms of Proxy
9.00 a.m. on
21 December 2022
Latest time and date for receipt of CREST Proxy Instructions for
the 9.00 a.m. on
General Meeting 21 December 2022
Record time for those Shareholders on the Register of Members
9.00 a.m. on
entitled to attend or vote at the General Meeting 21 December
2022
General Meeting 9.00 a.m. on
23 December 2022
Capital Reorganisation is effective after close of business
on
29 December 2022
Admission of, and commencement of dealings in, the New Ordinary
8.00 a.m. on
Shares 30 December 2022
New Ordinary Shares credited to CREST stock accounts 30 December
2022
Despatch of definitive share certificates for Fundraising Shares
in within 14 days
certificated form of Admission
Appendix IV - Key Statistics
Closing Price per Existing Ordinary Share(1) 7 pence
Number of Existing Ordinary Shares in issue(2) 49,957,876
PLACING AND BROKER OPTION STATISTICS
Issue Price of each Placing Share 6 pence
Issue Price of each Broker Option Share 6 pence
Number of Placing Shares to be issued 42,864,052
Maximum number of Broker Option Shares to be issued
8,333,333
Maximum gross proceeds of Placing(3) approximately GBP2.6
million
Maximum gross proceeds of Placing(4) approximately GBP3.1
million
Enlarged Share Capital following the Placing(3) 92,821,928
Enlarged Share Capital following the Placing(4) 101,155,261
Percentage of the maximum Enlarged Share Capital 46.2 per
cent.
Represented by the Placing Shares(3)
Placing Shares as a percentage of the Existing Ordinary
Shares(3) 85.8 per cent.
Broker Option Shares as a percentage of the Existing Ordinary
Shares(4) up to 16.7 per cent.
OPEN OFFER STATISTICS
Entitlement under Open Offer(5) One Open Offer Share for
each
six Existing Ordinary Shares held
Offer Price of each Open Offer Share (Issue Price) 6 pence
Number of Open Offer Shares to be offered by the Company up to
8,326,312
Maximum estimated aggregate gross proceeds up to
approximately
of the Open Offer(6) GBP0.5 million
Offer Price as discount to Closing Price 14.3 per cent.
Enlarged Share Capital following the Open Offer(6)
109,481,573
Percentage of the maximum Enlarged Share Capital 7.6 per
cent.
Represented by the Open Offer Shares(6)
Open Offer Shares as a percentage of the Existing Ordinary
Shares 16.7 per cent.
FUNDRAISING STATISTICS
Number of Fundraising Shares to be offered by the Company up to
59,523,697
Maximum estimated gross proceeds of the Fundraising up to
approximately GBP3.6 million
Maximum estimated net proceeds of the Fundraising to up to
approximately GBP3.2 million
be received by the Company(6)
Maximum Enlarged Share Capital following completion up to
109,481,573
of the Fundraising(6)
Percentage of the maximum Enlarged Share Capital up to 54.4 per
cent.
Represented by the Fundraising Shares(6)
Fundraising Shares as a percentage of the Existing Ordinary
Shares(6) up to 119.1 per cent.
ORDINARY SHARE STATISTICS
ISIN - New Ordinary Shares and Existing Ordinary Shares
GB00BK6SHS41
ISIN - Open Offer Basic Entitlements GB00BP94TR75
ISIN - Excess Open Offer Excess Entitlements GB00BP94TS82
TIDM SEEN.L
(1) The Closing Price per Existing Ordinary Share on 6 December
2022, being the last practicable Business Day prior to the
announcement of the Transaction.
(2) As at 6 December 2022, being the last practicable Business
Day prior to the publication of this Circular.
(3) Assuming no Broker Option Shares are issued.
(4) Assuming the maximum number of Broker Option Shares are issued.
(5) The actual number of Open Offer Shares to be issued under
the Open Offer will be subject to rounding down to eliminate
fractions.
(6) Assuming the maximum number of Open Offer Shares is allotted pursuant to the Open Offer.
IMPORTANT NOTICES
Notice 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 and as this is applied in the
United Kingdom ("MiFID II"); (b) Articles 9 and 10 of Commission
Delegated Directive (EU) 2017/593 supplementing MiFID II as this is
applied in the United Kingdom; 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 shares the subject of the Fundraising
have been subject to a product approval process, which has
determined that such securities 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 shares the subject
of the Fundraising may decline and investors could lose all or part
of their investment; the shares offer no guaranteed income and no
capital protection; and an investment in the 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 Fundraising. Furthermore, it is noted that, notwithstanding
the Target Market Assessment, Allenby Capital and Dowgate Capital
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 shares the subject of the Fundraising. Each
distributor is responsible for undertaking its own target market
assessment in respect of the shares and determining appropriate
distribution channels.
Forward Looking Statements
This announcement contains forward-looking statements which are
based on the beliefs, expectations and assumptions of the Directors
and other members of senior management about the Group's
businesses. All statements other than statements of historical fact
included in this announcement may be forward-looking statements.
Generally, words such as "will", "may", "should", "could",
"estimates", "continue", "believes", "expects", "aims", "targets",
"projects", "intends", "anticipates", "plans", "prepares", "seeks"
or, in each case, their negative or other variations or similar or
comparable expressions identify forward-looking statements.
These forward-looking statements are not guarantees of future
performance, and there can be no assurance that the expectations
reflected in such forward-looking statements will prove to have
been correct. Rather, they are based on the current beliefs,
expectations and assumptions and involve known and unknown risks,
uncertainties and other factors, many of which are outside the
control of the Company and are difficult to predict, that may cause
actual results, performance, plans, objectives, achievements or
events to differ materially from those express or implied in such
forward-looking statements. Undue reliance should, therefore, not
be placed on such forward-looking statements.
New factors will emerge in the future, and it is not possible to
predict which factors they will be. In addition, the impact of each
factor on the Group's business or the extent to which any factor,
or combination of factors, may cause actual results to differ
materially from those described in any forward-looking statement or
statements cannot be assessed, and no assurance can therefore be
provided that assumptions will prove correct or that expectations
and beliefs will be achieved.
Any forward-looking statement contained in this announcement
based on past or current trends and/or activities of the Group
should not be taken as a representation that such trends or
activities will continue in the future. No statement in this
announcement is intended to be a profit forecast or to imply that
the earnings of the Group for the current year or future years will
match or exceed historical or published earnings of the Group.
Prospective investors are strongly recommended to read the risk
factors set out in Part II of the Circular for a more complete
discussion of the factors that could affect the Company's future
performance and the industry in which the Company operates. In
light of these risks, uncertainties and assumptions, the events
described in the forward-looking statements in this announcement
may not occur.
Each forward-looking statement speaks only as at the date of
this announcement and is not intended to give any assurance as to
future results. The Company and/or its Directors expressly disclaim
any obligation or undertaking to release publicly any updates or
revisions to any forward-looking statements contained herein as a
result of new information, future events or other information,
except to the extent required by the FCA's Disclosure Guidance and
Transparency Rules, the rules of the London Stock Exchange,
including the AIM Rules or by applicable law.
Notice to overseas persons
This announcement does not constitute, or form part of, a
prospectus relating to the Company, nor does it constitute or
contain any invitation or offer to any person, or any public offer,
to subscribe for, purchase or otherwise acquire any shares in the
Company or advise persons to do so in any jurisdiction, nor shall
it, or any part of it form the basis of or be relied on in
connection with any contract or as an inducement to enter into any
contract or commitment with the Company.
This announcement is not for release, publication or
distribution, in whole or in part, directly or indirectly, in or
into the United States, Australia, New Zealand, Russia, Canada,
Japan, the Republic of South Africa, Singapore or any jurisdiction
into which the publication or distribution would be unlawful. 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 or acquire shares in the capital of the Company in the
United States, Australia, New Zealand, Russia, Canada, Japan, the
Republic of South Africa, Singapore or any jurisdiction in which
such offer or solicitation would be unlawful or require preparation
of any prospectus or other offer documentation or would be unlawful
prior to registration, exemption from registration or qualification
under the securities laws of any such jurisdiction. Persons into
whose possession this announcement comes are required by the
Company to inform themselves about, and to observe, such
restrictions. Any failure to comply with these restrictions may
constitute a violation of securities laws of such
jurisdictions.
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 U.S. 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.
General
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) or any previous
announcement made by the Company is incorporated into, or forms
part of, this announcement.
Allenby Capital, which is authorised and regulated by the FCA in
the United Kingdom, is acting as Nominated Adviser and Joint Broker
to the Company in connection with the Placing. Allenby Capital will
not be responsible to any person other than the Company for
providing the protections afforded to clients of Allenby Capital or
for providing advice to any other person in connection with the
Fundraising. Allenby Capital has not authorised the contents of, or
any part of, this announcement, and no liability whatsoever is
accepted by Allenby for the accuracy of any information or opinions
contained in this announcement or for the omission of any material
information.
Dowgate Capital, which is authorised and regulated by the FCA in
the United Kingdom, is acting as Joint Broker to the Company in
connection with the Placing. Dowgate Capital will not be
responsible to any person other than the Company for providing the
protections afforded to clients of Dowgate Capital or for providing
advice to any other person in connection with the Fundraising.
Dowgate Capital has not authorised the contents of, or any part of,
this announcement, and no liability whatsoever is accepted by
Dowgate Capital for the accuracy of any information or opinions
contained in this announcement or for the omission of any material
information.
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
with the total figure given.
All references to time in this announcement are to London time,
unless otherwise stated.
The FCA notification, made in accordance with the requirements
of UK MAR, is appended below.
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 PDMRs:
1 Pat DeSouza*
2 Adrian Hargrave
* Investment by Water Intelligence
plc a PCA of Pat DeSouza
-------------------------- ------------------------------------------
2 Reason for the notification
----------------------------------------------------------------------
a) Position/status See 1a) above
-------------------------- ------------------------------------------
b) Initial notification 1 Chairman
/Amendment 2 CEO
-------------------------- ------------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
----------------------------------------------------------------------
a) Name SEEEN PLC
-------------------------- ------------------------------------------
b) LEI 213800RQVRMW2KRORN22
-------------------------- ------------------------------------------
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 Ordinary Shares of nominal value 0.1pence
financial instrument, each
type of instrument
Identification code GB00BK6SHS41
-------------------------- ------------------------------------------
b) Nature of the transaction Placing for New Ordinary Shares
-------------------------- ------------------------------------------
c) Price(s) and volume(s) Price: 6 pence
Volumes:
1. 2,083,333
2. 583,333
-------------------------- ------------------------------------------
d) Aggregated information N/A
- Aggregated volume
- Price
-------------------------- ------------------------------------------
e) Date of the transaction 7 December 2022 to be completed 30
December 2022
-------------------------- ------------------------------------------
f) Place of the transaction Outside a trading venue
-------------------------- ------------------------------------------
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
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END
MSCBIBDDSDGDGDR
(END) Dow Jones Newswires
December 07, 2022 13:25 ET (18:25 GMT)
Entertainment Ai (LSE:EAI)
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