Maistro PLC Launch of Open Offer (5147I)
26 Noviembre 2018 - 7:29AM
UK Regulatory
TIDMMAIS
RNS Number : 5147I
Maistro PLC
26 November 2018
Maistro plc
Launch of Open Offer
Maistro Plc (AIM: MAIS) ("Maistro" or the "Company") is pleased
to announce that further to the Company's announcement on 13
November 2018 relating, amongst other things, to the proposed Open
Offer, the Company will today launch an Open Offer which will
enable existing shareholders to apply for a total of 25,000,000 new
ordinary shares ("Open Offer Shares") at 1 penny per share ("the
Issue Price") to raise up to GBP250,000 (before expenses) ("Open
Offer").
Qualifying Shareholders will have a Basic Entitlement of 1 Open
Offer Share for every 7.28423264 Existing Ordinary Shares held and
will also have the opportunity to apply for additional shares under
the Excess Application Facility with acceptance of applications
under the Excess Application Facility at the full discretion of the
Board.
The Open Offer is conditional on, inter alia, (i) completion of
the Placing; (ii) the passing of each of the Resolutions; and (iii)
Admission occurring by no later than 8:00 a.m. on 17 December 2018
(or such later times and/or dates as may be agreed between the
Company and N+1 Singer, being no later than 8:00 a.m. on 4 January
2019.
Open Offer Statistics Number of Existing Ordinary Shares in issue
as at the date of this announcement 182,105,816
Issue Price per Open Offer Share 1 penny
Entitlement of Qualifying Shareholders under 1 Open Offer Share
the Open Offer for every
7.28423264 Existing
Ordinary Shares
Number of Open Offer Shares* 25,000,000
Gross proceeds of the Open Offer* GBP250,000
* Assuming take-up in full of the Open Offer by Qualifying Shareholders.
Capitalised terms not defined in this Announcement shall have the same meanings as set out
in the Company's announcement released at 1.25 p.m. on 13 November 2018 or in the section
entitled "Definitions" at the end of this announcement.
Expected Timetable for Principal Events Record Date for entitlement to participate 6:00 p.m. on 27 November
in the Open Offer 2018
Printing and dispatch of the Circular, the 28 November 2018
Form of Proxy and, to certain Qualifying Non-CREST
Shareholders, the Application Form
Ex-entitlement Date for the Open Offer 8:00 a.m. on 28 November
2018
Basic Entitlements and Excess CREST Entitlements As soon as practicable after
credited to CREST stock accounts of Qualifying 8.00am on 29 November 2018
CREST Shareholders
Recommended latest time and date for requesting 4.30 p.m. on 7 December
withdrawal of Basic Entitlements and Excess 2018
CREST Entitlements from CREST
Latest time for depositing Basic Entitlements 3:00 p.m. on 10 December
and Excess CREST Entitlements into CREST 2018
Latest time and date for splitting Application 3:00 p.m. on 11 December
Forms (to satisfy bona fide market claims only) 2018
Latest time and date for receipt of completed 11:00 a.m. on 13 December
Application Forms and payment in full under 2018
the Open Offer or settlement of relevant CREST
instruction (as appropriate)
Expected date of announcement of the results 14 December 2018
of the Open Offer through a RIS
Admission of and dealings in Open Offer Shares 8:00 a.m. on 17 December
to trading on AIM 2018
Open Offer Shares in uncertificated form expected As soon as practicable after
to be credited to accounts in CREST (uncertificated 8:00 a.m. on 17 December
holders only) 2018
Expected date of dispatch of definitive share 3 January 2019
certificates for the Open Offer Shares in certificated
form (certificated holders only)
Enquiries:
Maistro +44 (0)800 048 8664
David Rowe (Chairman)
Laurence Cook
N+1 Singer (Nominated Adviser &
Broker) +44 (0)20 7496 3000
Shaun Dobson / James White (Corporate
Finance)
Tom Salvesen / Mia Gardner (Corporate
Broking)
Definitions
"Application Form" the application form accompanying this
document to be used by Qualifying Non-CREST
Shareholders in connection with the Open
Offer
"Admission" admission of the Open Offer Shares to trading
on AIM and such admission becoming effective
in accordance with the AIM Rules for Companies
"Basic Entitlement" the Open Offer Shares which a Qualifying
Shareholder is entitled to subscribe for
under the Open Offer calculated on the
basis of 1 Open Offer Share for every 7.28423264
Existing Ordinary Share held by that Qualifying
Shareholder as at the Record Date
"Board" the board of directors of the Company
"Circular" A circular which will provide further details
of the Open Offer
"CREST" the relevant system (as defined in the
CREST Regulations) in respect of which
Euroclear is the Operator (as defined in
the CREST Regulations)
"Excess Application the mechanism whereby a Qualifying Shareholder,
Facility" who has taken up his Basic Entitlement
in full, can apply for Excess Shares as
more fully set out in Part II of this document,
which may be subject to scaling back in
accordance with the Allocation Policy
"Excess CREST Entitlements" in respect of each Qualifying CREST Shareholder
who has taken up his Basic Entitlement
in full, the entitlement to apply for Open
Offer Shares in addition to his Basic Entitlement
credited to his stock account in CREST,
pursuant to the Excess Application Facility,
which may be subject to scaling back in
accordance with the Allocation Policy
"Excluded Overseas other than as decided by the Company, in
Shareholders" its absolute discretion, or as permitted
by applicable law, Shareholders who are
located or have registered addresses in
a Restricted Jurisdiction
"Ex-Entitlement Date" 8:00 a.m. on 28 November 2018
"Existing Ordinary the 182,105,816 Ordinary Shares in issue
Shares" at the Latest Practicable Date
"Form of Proxy" the form of proxy for use by Shareholders
in connection with the General Meeting,
which is enclosed with this document
"GM Circular" the circular dispatched to Shareholders
on 15 November 2018 in relation to, inter
alia, the Placing
"Latest Practicable means 6:00 p.m. on 27 November 2018, being
Date" the latest practicable date prior to publication
of the Circular
"Open Offer Entitlements an entitlement to subscribe for Open Offer
Shares, allocated to a Qualifying Shareholder
under the Open Offer being the Basic Entitlement
and the Excess Entitlement
"Qualifying CREST Shareholders" Qualifying Shareholders whose Existing
Ordinary Shares on the register of members
of the Company on the Record Date are in
uncertificated form
"Qualifying Non-CREST Qualifying Shareholders whose Existing
Shareholders" Ordinary Shares on the register of members
of the Company on the Record Date are held
in certificated form
"Qualifying Shareholders" holders of Existing Ordinary Shares on
the register of members of the Company
at the Record Date with the exception (subject
to certain exceptions) of Excluded Overseas
Shareholders
"Record Date" 6:00 p.m. on 27 November 2018
"Resolutions" the resolutions set out in the notice of
General Meeting attached to the GM Circular
to authorise the Directors to allot up
to 250,000,000 Ordinary Shares on a non-pre-emptive
basis
"RIS" Regulatory Information Service
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
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of this information may apply. For further information, please
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END
MSCUNUORWBAAUAA
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