GTC Getech Group Plc

THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND OR JAPAN OR IN OR INTO ANY OTHER JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.

THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF THE COMPANY IN ANY JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (596/2014/EU) AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED) ("MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN 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 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.

9 August 2024

Getech Group plc

("Getech", or the "Company")

Result of Placing & Subscription

Getech Group plc, a world-leading locator of subsurface resources, is pleased to confirm that, further to the Company's announcement released at 5.55 p.m. on 8 August 2024 (the "Fundraising Announcement"), the bookbuild has now closed and the Company has, conditionally, raised gross proceeds of £1.5 million before expenses by way of a successful placing of, and subscription for, a total of 75,000,000 new Ordinary Shares at the Issue Price of 2 pence per share (the "Placing and Subscription").

Capitalised terms used in this announcement (the "Announcement") have the meanings given to them in the Fundraising Announcement, unless the context provides otherwise.

Cavendish Capital Markets Limited ("Cavendish") acted as nominated adviser, broker and sole bookrunner in respect of the Placing.

The Placing and Subscription and the issue of the Placing and Subscription Shares are conditional upon, amongst other things:

·      shareholder approval of the Resolution to be proposed at a general meeting of the Company;

·      the Placing Agreement having become unconditional (save for Admission) and not having been terminated in accordance with its terms prior to Admission; and

·      Admission taking place by no later than 8.00 a.m. on 28 August 2024 (or such later date as Cavendish may agree in writing with the Company, being not later than 8.00 a.m. on 12 September 2024).

Director Participation

The following Directors of the Company have participated in the Subscription:

1 Assuming full take up of the Retail Offer

2 On the assumption that no new Ordinary Shares are issued under the Company's share schemes prior to the date of Admission.

Related Party Transaction

Michael Covington, Richard Bennett, Andrew Darbyshire, Chris Jepps and Emma Parker (together, the "Subscribers"), as directors of the Company, are considered to be "related parties" as defined under the AIM Rules and accordingly their participation in the Subscription constitutes a related party transaction for the purposes of Rule 13 of the AIM Rules. The Subscribers have conditionally subscribed for, in aggregate, 4,554,978 new Ordinary Shares at the Issue Price. Alyson Levitt, who is not participating in the Fundraising, and is therefore considered to be an independent Director for the purposes of the Fundraising, considers, having consulted with Cavendish Capital Markets Limited, that the terms of the related party transaction are fair and reasonable insofar as the Shareholders are concerned. 

Admission & Total Voting Rights

Completion of the Placing and Subscription remains subject, inter alia, to Admission of the Placing and Subscription Shares. Application will be made to the London Stock Exchange for the New Shares to be admitted to trading on AIM. It is expected that dealings in the New Shares will commence on or around 8.00 a.m. on 28 August 2024 (or such time and/or date as the Company and Cavendish may agree, being not later than 12 September 2024).

The New Shares, when issued, will be credited as fully paid and will rank on Admission pari passu in all respects with each other and with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of issue.

General Meeting & Posting of Circular

The General Meeting to approve the Resolution is to be held at 10.00 a.m. on 27 August 2024 at Cavendish at One Bartholomew Close, London EC1A 7BL.

The Circular, containing the Notice of the General Meeting, which sets out the Resolution and further details on the Fundraising, is expected to be available to Shareholders of the Company on or about 9 August 2024 and will be available on the Company's website at www.https://getech.com/getech-investors/documents-circulars/.com. The Circular will include a unanimous Board recommendation that all shareholders vote in favour of the Resolutions.

The Fundraising is conditional, among other things, upon the passing of the Resolution. Shareholders should be aware that if the Resolution is not approved by Shareholders at the General Meeting, the Fundraising will not proceed as proposed, the Company will not receive any of the funds raised.

Timetable

The expected regarding the proposed Fundraising is set out below.

The times and dates set out below, and mentioned throughout this Announcement, are subject to change, and may be adjusted by the Company in consultation with Cavendish. The timetable below also assumes that the Resolution is passed at the General Meeting without adjournment. In the event of any significant changes from the expected timetable below, details of the new times and dates will be notified to Shareholders by an announcement on a Regulatory Information Service.

Notes:

1.        Each of the times and dates in the above timetable, and shown elsewhere in this document, are indicative only and if any of the details contained in the timetable above should change, the revised times and dates will be notified to Shareholders by means of an announcement through a Regulatory Information Service.

2.        All of the above times refer to London time unless otherwise stated.

3.        All events listed in the above timetable following the announcement of the results of the General Meeting are conditional on the passing of the Resolution at the General Meeting.

For further information, please contact:

Notes to editors:

Getech is a leading locator of the energy and mineral resources essential for the world's energy transition. Getech's unique data encompassing the most recent 400 million years of Earth's evolution, coupled with its geoscience expertise, AI-driven analytics and extensive GIS capabilities, enables the company to provide valuable and actionable insights to support resource discovery and development.

The company's client portfolio is wide-ranging, from governments, municipalities, natural resources and energy companies to consumer goods and computing services companies, all striving to become energy and minerals self-sufficient and drive towards net zero.

Founded in 1994 Getech is listed on the Alternative Investment Market of the London Stock Exchange ("AIM"), with ticker symbol GTC.

For further information, please visit www.getech.com.