TIDMPINN
RNS Number : 7057O
Pinnacle Technology Group PLC
10 February 2016
Pinnacle Technology Group plc
(the "Company" or "Pinnacle")
Result of General Meeting
On 22 January 2016 Pinnacle Technology Group plc, the AIM listed
provider of converged technology solutions, announced that it had
conditionally raised GBP4.55 million (before expenses) through the
issue of 108,392,857 new Ordinary Shares by way of a placing and up
to a further GBP0.25 million through the issue of up to 5,918,256
new Ordinary Shares by way of an open offer to qualifying
shareholders on the basis of 1 Open Offer Share for every 10
Existing Ordinary Shares, at the Placing Price ("Open Offer").
The Open Offer closed for acceptance yesterday with valid
acceptances including excess applications having been received in
excess of the maximum number of Open Offer Shares available under
the Open Offer. The Open Offer excluded certain existing
shareholders who are participating in the Placing who had
irrevocably undertaken not to take up their Open Offer
entitlements. Accordingly a total of 5,918,256 Open Offer Shares
will be issued in connection with the Open Offer.
The Company is pleased to announce that at the General Meeting
held today all Resolutions proposed were duly passed and
accordingly the Placing, Open Offer and acquisitions of Ancar-B and
Weston will complete upon admission of the New Ordinary Shares to
trading on AIM.
Application has been made to the London Stock Exchange for the
167,882,542 New Ordinary Shares to be admitted to trading on the
AIM market of the London Stock Exchange. It is expected that
Admission will become effective on or around 11 February 2016.
Following Admission, the number of ordinary shares that the
Company will have in issue will be 227,065,100. The total number of
voting rights of the Company will be 227,065,100. This figure may
be used by Shareholders as the denominator for the calculations by
which they will determine if they are required to notify their
interest in, or a change to their interest in, the Company.
Defined terms used in this announcement shall have the same
meaning as those terms defined and used in the Circular dated 22
January 2016.
Gavin Lyons, Executive Chairman commented:
"The acquisitions of Ancar-B and Weston conclude the first steps
in our buy and build strategy providing 'IT as a service to the UK
SME market'. Alongside the Board, including Ian Winn who has now
joined, I look forward to ensuring the organisation is focused on
creating both customer and shareholder value."
For further information please contact:
Pinnacle Technology Group plc
Gavin Lyons, Executive Chairman
Nicholas Scallan, Chief Executive 0208 185 6393
N+1 Singer (Nominated Adviser and Broker)
Shaun Dobson
Jen Boorer 020 7496 3000
MXC Capital Markets LLP
Marc Young
Charlotte Stranner 020 7965 8149
Beattie Communications
Chris Gilmour
David Walker 0844 842 5490
Important information
This announcement is not for release, publication or
distribution, in whole or in part, directly or indirectly, in or
into Australia, New Zealand, Canada, Japan, The Republic of South
Africa, The Republic of Ireland or The United States or any
jurisdiction into which the publication or distribution would be
unlawful.
The distribution of this Announcement outside the UK may be
restricted by law. Persons outside the UK who come into possession
of this Announcement should inform themselves about and observe any
such restrictions. Failure to comply with such restrictions may
constitute a violation of the securities laws of such
jurisdictions. This Announcement does not constitute an offer to
sell or an invitation to subscribe for, or solicitation of an offer
to subscribe or buy, the New Ordinary Shares to any person in any
Restricted Jurisdiction. In particular, this Announcement is not
for distribution in or into the United States of America, Canada,
Australia, New Zealand, The Republic of South Africa, The Republic
of Ireland, Japan, New Zealand or Russia. Accordingly, the New
Ordinary Shares may not, subject to certain exceptions, be offered
directly or indirectly in or into the United States of America,
Canada, Australia, New Zealand, The Republic of South Africa, The
Republic of Ireland, Japan, New Zealand or Russia. The New Ordinary
Shares have not been and will not be registered under the United
States Securities Act of 1933 (as amended) or under the securities
legislation of any state of the United States of America, Canada,
Australia, New Zealand, the Republic of South Africa, The Republic
of Ireland, Japan, New Zealand or Russia and they may not be
offered or sold directly or indirectly within those Restricted
Jurisdictions or to or for the account or benefit of any national,
citizen or resident of such jurisdictions.
This Announcement is being distributed in the United Kingdom
only and is directed at persons who are (i) investment
professionals within the meaning of paragraph (5) of Article 19 or
high net worth companies or unincorporated associations within the
meaning of paragraph (2) of Article 49, of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (S1
2005/1529); and (ii) qualified investors within the meaning of
section 86(7) of the Financial Services and Markets Act 2000 (all
such persons together being referred to as "relevant persons"). Any
person who is not a relevant person should not act or rely on this
Announcement or any of its contents.
AIM is a market designed primarily for emerging or smaller
companies to which a higher investment risk tends to be attached
than to larger or more established companies. AIM securities are
not admitted to the Official List of the United Kingdom Listing
Authority. A prospective investor should be aware of the risks of
investing in such companies and should make the decision to invest
only after careful consideration and, if appropriate, consultation
with an independent financial adviser. Neither the London Stock
Exchange nor the UK Listing Authority have examined or approved the
contents of this Announcement. The AIM Rules are less demanding
than those of the Official List of the UK Listing Authority.
The total consideration under the Open Offer shall be less than
EUR5,000,000 (or an equivalent amount) in aggregate. Therefore, in
accordance with section 85 and Schedule 11A of the Financial
Services and Markets Act 2000, a prospectus is not required to be
produced in connection with the Open Offer for the purposes of the
Prospectus Rules published by the Financial Conduct Authority.
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. The
distribution of this announcement in certain jurisdictions may be
restricted by law and therefore persons into whose possession this
announcement comes should inform themselves about and observe any
such restrictions. Any failure to comply with these restrictions
may constitute a violation of the securities laws of such
jurisdictions. The New Ordinary Shares have not been and will not
be registered under the applicable securities laws of any of the
Restricted Jurisdictions and, unless an exemption under such laws
are available, may not be offered for sale or subscription or sold,
or pledged, or subscribed directly or indirectly within the
Restricted Jurisdictions or for the account or benefit of any
national, resident or citizen of the Restricted Jurisdictions. The
New Ordinary Shares have not been and will not be registered under
the United States Securities Act of 1933, as amended (the
"Securities Act"), or under the securities laws of any state of the
United States and may not be offered, sold, resold, pledged,
transferred or delivered, directly or indirectly, into or within
the United States or to or for the account or benefit of any US
person within the meaning of Regulation S of the Securities Act,
except pursuant to an applicable exemption from registration
requirements. In particular, the New Ordinary Shares have not been
approved or disapproved by the US Securities and Exchange
Commission, any state securities commission in the United States or
any other US regulatory authority, nor has any of the foregoing
authorities passed upon or endorsed the merits of the offering of
the New Ordinary Shares or the accuracy or the adequacy of this
announcement or the circular. Any representation to the contrary is
a criminal offence in the United States.
Forward looking statements:
This announcement contains statements about the Company that are
or may be deemed to be "forward-looking statements".
All statements, other than statements of historical facts,
included in this announcement may be forward-looking statements.
Without limitation, any statements preceded or followed by, or that
include, the words 'targets", "plans", "believes", "expects",
"aims", "intends", "will", "may", "should", "anticipates",
"estimates", "projects", or words or terms of similar substance or
the negative thereof, are forward looking statements.
Forward-looking statements include, without limitation, statements
relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance,
indebtedness, financial condition, dividend policy, losses and
future prospects and (ii) business and management strategies and
the expansion and growth of the operations of the Company.
February 10, 2016 11:19 ET (16:19 GMT)
These forward-looking statements are not guarantees of future
performance. These forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause the
actual results, performance or achievements of any such person, or
industry results, to be materially different from any results,
performance or achievements expressed or implied by such
forward-looking statements. These forward-looking statements are
based on numerous assumptions regarding the present and future
business strategies of such persons and the environment in which
each will operate in the future. Investors should not place undue
reliance on such forward-looking statements and, save as is
required by law or regulation (including to meet the requirements
of the AIM Rules, the City Code, the Prospectus Rules and/or the
FSMA), the Company does not undertake any obligation to update
publicly or revise any forward-looking statements (including to
reflect any change in expectations with regard thereto or any
change in events, conditions or circumstances on which any such
statement is based). All subsequent oral or written forward-looking
statements attributed to the Company or any persons acting on their
behalf are expressly qualified in their entirety by the cautionary
statement above. All forward-looking statements contained in this
announcement are based on information available to the Directors of
the Company at the date of this announcement, unless some other
time is specified in relation to them, and the posting or receipt
of this announcement shall not give rise to any implication that
there has been no change in the facts set forth herein since such
date.
N+1 Singer
N+1 Singer, which is a member of the London Stock Exchange and
is authorised and regulated in the UK by the Financial Conduct
Authority, is acting as nominated adviser and broker to the Company
in connection with the proposed Placing. N+1 Singer is acting
exclusively for the Company in connection with the Placing and no
one else. N+1 Singer will not be responsible to anyone other than
the Company for providing the protections afforded to clients of
N+1 Singer nor for advising any other person on the transactions
and arrangements described in this announcement or the circular. No
representation or warranty, express or implied, is made by N+1
Singer as to any of the contents of this announcement or the
circular. Apart from the liabilities and responsibilities, if any,
which may be imposed on N+1 Singer by the Financial Services and
Markets Act 2000 or the regulatory regime established under it, N+1
Singer accepts no responsibility whatsoever for the contents of
this announcement or the circular or for any other statement made
or purported to be made by it or on its behalf in connection with
the Company, the Ordinary Shares, the New Ordinary Shares or the
Placing. N+1 Singer accordingly disclaims all and any liability
whatsoever whether arising in tort or contract or otherwise (save
as referred to above) which it might otherwise have in respect of
this announcement or the circular or any such statement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
ROMAKKDDABKDQBD
(END) Dow Jones Newswires
February 10, 2016 11:19 ET (16:19 GMT)
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