TIDMDVRG
RNS Number : 0160B
Deepverge PLC
07 June 2021
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED
UNDER THE UK VERSION OF THE MARKET ABUSE REGULATION NO 596/2014
WHICH IS PART OF ENGLISH LAW BY VIRTUE OF THE EUROPEAN (WITHDRAWAL)
ACT 2018, AS AMED. ON PUBLICATION OF THIS ANNOUNCEMENT VIA A
REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO
BE IN THE PUBLIC DOMAIN.
7 June 2021
DeepVerge PLC
("DeepVerge" or "the Company")
Firm Placing of 21,086,888 new Ordinary Shares and conditional
Subscription and conditional Placing of 12,264,446 new Ordinary
Shares at 30 pence per share to raise GBP10 million
Funds to scale, meet increased demand and expand revenues faster
across the Group
DeepVerge (LSE:DVRG.L), announces t hat it has conditionally
raised GBP 10 million, before expenses, by way of a placing of
31,500,003 new Ordinary Shares and subscription for 1,833,331 new
Ordinary Shares all at a price of 30 pence per New Ordinary Share
representing a 11.8% discount on the closing price on 4 June 2021.
This comprises a firm placing of 21,086,888 new ordinary shares to
raise GBP6.32 million (before expenses); together with a
conditional placing of 10,413,115 new Ordinary Shares, to raise
GBP3.13 million (before expenses) and a conditional subscription
for 1,833,331 new Ordinary Shares, to raise GBP0.55 million which
are subject to Shareholders' approval at a General Meeting.
Gerry Brandon, DeepVerge CEO commented:
"DeepVerge has seen a dramatic change over the last year with
the acquisition of Modern Water and hitting our maiden EBITDA
positive quarter in Q4 2020. Along with organic expansion, 2021 has
already brought new and exciting service offerings such as our
recently launched Skin Trust Club and initial installations of our
real-time wastewater COVID detection products. With such progress,
this fundraising enables the Company, on three continents, to
scale, to meet increased demand, while expanding revenues faster
across the Group.
"DeepVerge and its shareholders are well placed to reap the
benefits from a much stronger balance sheet, built from the
integration of tried and tested scientific innovation, 30 years of
proprietary data, contributing to solving the current global health
crisis and acting as society's pandemic sentinel for the
future.
The GBP10 million raised today allows us to maintain this
momentum. I would like to thank both existing investors for their
support and the high net-worth professional, family office and
institutional clients of Turner Pope Investments, including Gresham
House, who subscribed for a material proportion of the raise ."
The Company has transformed its business model to apply
artificial intelligence to life science and environmental test
services for bacteria, viruses and toxins. The Company intends to
use the net proceeds of GBP10 m for the following purposes:
-- Acceleration of Labskin Services
-- Expand Skin Trust Club
-- Expansion of Modern Water Sales
-- Working Capital
The General Meeting at which the resolutions to approve the
Placing will be put to Shareholders. The General Meeting is to be
held at the offices of Jeffreys Henry LLP at Finsgate, 5 - 7
Cranwood Street, London, EC1V 9EE at 12.00 noon on 23 June 2021. A
circular ("Circular") and Notice of General Meeting will be sent
later today to shareholders and will be available on the Company's
website www.deepverge.com.
DeepVerge plc Gerry Brandon +44 (0) 734 0055 648
SPARK Advisory Partners Neil Baldwin / Andrew
Limited Emmott +44 (0) 113 370 8974
----------------------- ---------------------
Turner Pope Investments Andy Thacker / James
(TPI) Limited Broker Pope +44 (0) 20 3657 0050
----------------------- ---------------------
The following are extracts from the Circular:
"INTRODUCTION
The Company announced on 7 June 2021 that it has conditionally
raised GBP 10 million, before expenses, by way of a placing of
31,500,003 new Ordinary Shares and subscription for 1,833,331 new
Ordinary Shares all at a price of 30 pence per New Ordinary Share.
This comprises a firm placing of 21,086,888 new ordinary shares to
raise GBP6.32 million (before expenses), together with a
conditional placing of 10,431,115 new Ordinary Shares, to raise
GBP3.13 million (before expenses) and a conditional subscription
for 1,833,331 new Ordinary Shares, to raise GBP0.55 million, which
are subject to Shareholders' approval at a General Meeting.
The Issue Price represents a discount of approximately 11.8 per
cent. to the closing price per Ordinary Share of 34 pence at close
of business on 4 June 2021, being the last practicable date prior
to the announcement of the Placing. The New Ordinary Shares will
represent approximately 15.5 per cent. of the Company's Enlarged
Issued Share Capital on Second Admission.
The First Tranche Placing is conditional, inter alia, upon First
Admission (which is expected to become effective with dealings in
the First Tranche Placing Shares to commence on 11 June 2021). The
Second Tranche Placing and the Subscription are conditional, inter
alia, upon Second Admission (which is expected to become effective
with dealings in the Second Tranche Placing Shares and Subscription
Shares to commence on 24 June 2021). The Placing has not been
underwritten.
For the Second Tranche Placing and Subscription to proceed, the
Company requires Shareholders' approval to authorise the Directors
to allot the Second Tranche Placing Shares and Subscription Shares
and to disapply statutory pre-emption rights in relation to the
issue of the New Ordinary Shares.
I am therefore writing to provide you with details of the
Placing and to give you notice of the General Meeting at which the
resolutions to approve the Placing will be put to Shareholders. The
General Meeting is to be held at the offices of Jeffreys Henry LLP
at Finsgate, 5 - 7 Cranwood Street, London, EC1V 9EE at 12.00 noon
on 23 June 2021. The formal Notice of General Meeting is set out at
the end of this document.
BACKGROUND TO, AND REASONS FOR, THE SUBSCRIPTION AND PLACING
The Company has transformed its business model to apply
artificial intelligence to life science and environmental test
services for bacteria, viruses and toxins. Key activities of the
business are as follows:
Labskin
Labskin is a 3D human skin equivalent test platform that
scientifically proves the impact of skincare product claims in
healthcare, life sciences, skin microbiome clinical trials,
pharmaceutical and cosmetics industries. The Labskin division's
laboratory space has increased from 924 sq ft in 2018 to 9,000 sq
ft in 2021 and the team works with leading skincare companies such
as Stryker, L'Oréal and Kimberly-Clark. Labskin's virtual clinical
trials with remote collection of human volunteers' skin microbiome
provides a solution for the collection of volunteer microbiomes to
allow for lab-controlled trials of advanced skin models and human
microbiomes. As the data bank of remote volunteers grow, the higher
the accuracy and increased reliability of virtual product testing
that can be provided to clients, eliminating early human trial and
error testing and resulting in a faster time to market.
Skin Trust Club
The Company recently launched the Skin Trust Club Artificial
Intelligence Skincare App and Home Test Kit that provide simple,
at-home skin microbiome testing for personalised skincare and skin
health tracking. The self-administered skin swab is a remote trial
and allows the participant to conduct each stage of the trial
without interaction. Skin Trust Club's DNA Test generates a report
that consumers can use to manage their custom skincare regime.
Analysis of skin attributes provides information to create hundreds
of different product combinations to suit a person's unique skin
microbiome.
Drinking and Wastewater Analysis
The Company's acquisition of Modern Water plc completed in
November 2020 and expanded DeepVerge's offering to include
environmental data management, monitoring and analysis of water
contamination using AI. The Group has over 3,000 units installed in
over 60 countries serving clients in water utilities, public health
authorities and industrial manufacturers. The Group is introducing
new equipment to meet demand across its Microtox and MicroTrace
ranges with a new range of real-time surveillance services in water
quality monitoring. It is also developing, in partnership with
Microsaic Systems and the Aptamer Group, a range of binders to
detect contaminants of concern and forever chemicals. The Company
has two new containment level 3 (virus) labs at its York facility
and is also introducing new services targeting dangerous pathogens
including contagious infections as well as community detection of
opioids.
SARS-CoV-2 and COVID-19 Testing
With access to the SARS CoV-2 virus at a category 3 laboratory
with the University of Aberdeen and Liverpool University, the
Company's Microtox unit is able to identify the virus S-Protein in
quantities at 40 femtogram per millimetre ("Fg/mL"). The results
were close to 100% sensitivity and specificity on DeepVerge's
Microtox nano-optofluidic chip and Microtox, using AI was able to
detect super-spreaders (with a high viral load), average spreaders
and the lower limit sufficient to pick up the low emitters
(asymptomatic). The effectiveness of Microtox was demonstrated in a
40 subject clinical trial conducted with the cooperation of the
Royal college of Surgeons, Ireland, where 16 subjects were
independently confirmed as COVID-19 positive with PCR tests. Breath
samples were tested on the Microtox BT nano-optofluidic chip
surface with Affimer reagents and Optimers. Detection of the live
virus was confirmed indicating 9 times increase in digital spectrum
signal on the Microtox compared to control. Microtox delivered
results in under 60 seconds from breath samples. Subject to
completion of additional human trails,
the Microtox BT would be expected to meet the criteria for UK,
MHRA's Target Production Profile Rapid Breath Test.
USE OF PROCEEDS
The gross proceeds receivable by the Company pursuant to the
Placing and Subscription are expected to be GBP 10 million. The
Company intends to use the net proceeds of approximately GBP9.4
million for the following purposes:
-- Acceleration of Labskin Services
-- Expand Skin Trust Club
-- Expansion of Modern Water Sales
-- Working Capital
CURRENT TRADING AND PROSPECTS
The Company's most recent published results are the interim
results for the six months ended 30 June 2020 and were released on
18 September 2020. A copy of these results can be found at
www.deepverge.com .
In a post year end trading update notified on 11 January 2021,
the Company confirmed:
-- Unaudited revenues for the Company for year ended 31 December
2020 were GBP4.4 million (2019: GBP1.017 million - audited).
o Aggregate unaudited revenues increased to GBP6.1 million,
(includes GBP1.7 million relating to Modern Water in the
pre-acquisition period to 9 November 2020).
o Strong sales in Q4 2020 delivered the Company's first EBITDA
profitable quarter (excluding exceptional costs associated with the
acquisition of Modern Water).
-- Revenue guidance of GBP10 million for 2021.
The Company's final audited results for the financial year ended
31 December 2020 are expected to be notified on or around 28 June
2021, but in any event no later than 30 June 2021.
In an update RNS, dated 31 March 2021, the Company also
confirmed:
-- FY 2021 guidance remains at GBP10m with GBP3.6m already received in Modern Water orders in Q1
-- The Labskin Division has sealed its reputation as a leading
diagnostics partner with global partners and new service
offerings
o We work with 18 of the top 20 global pharma companies.
o Virtual clinical trials with remote collection of human
volunteer's skin microbiome
-- New solution for the collection of volunteer microbiomes to
allow for lab controlled clinical trials of advanced skin models
(pigmented, acne, atopic dermatitis, psoriasis) and human
microbiomes;
-- As the data bank of remote volunteers grow the higher the
accuracy and increased reliability of virtual product testing can
be provided to clients eliminating early human trial and error
testing and faster time to market
-- Building of a data repository to allow AI modelling of skin
conditions and ingredient effects;
o Launch of Skin Trust Club Artificial Intelligent (A.I.)
Skincare App and Home Test Kit
-- 2,000 members in the Alpha test with more than 5,000 before
we stopped accepting for the Beta of which we will throttle back to
complete.
-- Self-administered skin swab from home-test-kit allows the
clinical trial or Skin Trust Club participant to conduct a simple
test without interaction;
-- DNA test that generates a report consumers can use to manage
their custom skincare regimen. Analysis of skin attributes provides
information to create hundreds of different product combinations to
suit a person's unique skin microbiome;
-- As the data bank of remote volunteers grow the higher the
accuracy and increased reliability of virtual product testing can
be provided to clients eliminating early human trial and error
testing and faster time to market
-- Environmental Health division also continues to grow apace
with new equipment, solutions, labs and services creating a strong
$5m (GBP3.7m) sales pipe for Microtox and Microtrace in Q1
alone
o New equipment rolling off production lines on three continents
to meet demand across the Microtox and MicroTrace range with new
range of real-time surveillance services in Water Quality
Monitoring
o New solutions to detect contaminants of concern and forever
chemicals through Microsaic systems, mass spectroscopy-based
identification systems and our work with the Aptamer Group
o Two New Containment Level 3 (Virus) level labs at our York UK
facility
o New services to detect dangerous pathogens, including
contagious infections as well as community detection of
opioids.
-- Initial data from ongoing Phase III COVID-19 detection
studies demonstrates ability to identify and detect the virus
o Public Health England access to the SARS-CoV-2 virus at
Category 3 lab with University of Aberdeen, Genoa, Italy and
Liverpool University
-- Identified the virus S-Protein in quantities at 40 femtogram
per millilitre ("Fg/mL")
-- Close to 100% sensitivity and specificity on DeepVerge's
Microtox(R) BT nano-optofluidic chip
o 40 subject breath test clinical trial concluded at Royal
College of Surgeons, Ireland
-- 16 independently confirmed as COVID-19 positive with PCR
tests
-- Breath samples were tested on the Microtox(R) BT
nano-optofluidic chip surface with Affimer(R) reagents ("Avacta
Group") and Optimers ("Aptamer Group")
-- Detection of the live virus confirmed indicating 9 times
increase in digital spectrum signal on the Microtox(R) BT compared
to control
-- Microtox(R) BT delivered results in under 60 seconds from
breath samples
o Subject to completion of additional human trials, the
Microtox(R) BT would be expected to meet the criteria for UK,
MHRA's Target Product Profile Rapid Breath Test which would enable
us to roll out the COVID19 and other pathogen breath tests later
this year
-- On 26 April, Skin Trust Club iOS App went live after
successful completion of 2,000 Alpha skin tests
-- On 28 April the Company announced it had entered into a
Memorandum of Understanding for a Joint Venture with China
Resources Environmental Protection Development Limited to cover the
manufacture, assembly and sale of environmental monitoring
equipment
-- On the 6 May the Company announced the establishment of a new
AI centre of excellence in Cork, Ireland to play key role in
real-time detection of SARS-CoV-2 in Ireland and across Europe . In
addition, the Irish headcount, based on growing demand, is expected
to triple in 2021 adding up to 60 new hires for roles in data
science, physics and epidemiology
-- 2021 looks to be a promising year for DeepVerge with progress
ramping up and particularly strong interest from China for our
Microtox products, as well as our new Labskin offerings.
DETAILS OF THE PLACING
The firm placing of the First Tranche Placing Shares has raised
approximately GBP6.32 million (before expenses) for the Company,
and the conditional placing of the Second Tranche Placing Shares
raised GBP3.13 million (before expenses), in each case at the Issue
Price.
The Company has not received any advance assurance from HM
Revenue & Customs as regards whether the Placing Shares will be
capable of being a "qualifying holding" for the purposes of
investment by venture capital trusts ("VCTs") or whether placees
will be able to obtain Enterprise Investment Scheme ("EIS") reliefs
in respect of the Placing Shares.
The Placing of the New Ordinary Shares has been conducted in
separate tranches to assist investors in the Placing to claim
certain reliefs available to EIS investors and VCTs. The First
Tranche Placing Shares has been offered to those investors seeking
to claim EIS relief in relation to their subscription and to VCTs
and the Second Tranche Placing Shares has been offered to those
investors who are neither seeking EIS relief nor are VCTs.
Neither the Company, the Directors nor any of the Company's
advisers give any warranty, undertaking or other assurance that any
tax reliefs will continue to be available and not withdrawn at a
later date. The actual availability of qualifying status for VCT
and EIS relief would be contingent upon certain conditions being
met by both the Company and the relevant investors.
Shareholders and proposed investors must take their own
professional advice in order that they may fully understand how the
relief legislation may apply in their individual circumstances and
rely on it.
The First Tranche Placing Shares have been allotted and it is
expected that they will be admitted to trading on 11 June 2021.
The Second Tranche Placing Shares and the Subscription Shares
have been placed conditional upon, inter alia, the passing of the
Resolutions at the General Meeting. It is expected that the Second
Tranche Placing Shares and Subscription Shares will be admitted to
trading on AIM at 8.00 a.m. on 24 June 2021.
The Issue Price represents a discount of approximately 11.8 per
cent. to the closing price per Ordinary Share of 34 pence at close
of business on 4 June 2021, being the last practicable date prior
to the announcement of the Placing.
The Company, SPARK and Turner Pope have entered into the Placing
Agreement, pursuant to which Turner Pope has agreed, subject to
certain conditions, to use its reasonable endeavours to procure
placees pursuant to the Placing. The Company has agreed to pay all
costs and expenses relating to the Placing and the applications for
Admission including commission payable to Turner Pope.
The Placing Agreement contains certain warranties given by the
Company in favour of SPARK and Turner Pope in relation to, inter
alia, the accuracy of the information in this document and other
matters relating to the Group and its business. In addition, the
Company has agreed to indemnify SPARK and Turner Pope in respect of
certain liabilities they may incur in respect of the Placing or
Admission. It also contains provisions entitling SPARK and Turner
Pope to terminate the Placing Agreement if, inter alia, a breach of
any of the warranties occurs, a force majeure event occurs or an
event occurs which is material in the context of the Placing.
In addition, under the terms of the Placing Agreement, the
Broker Warrants will be issued to JIM Nominees Limited (as nominee
on behalf of Turner Pope) as part of the consideration payable to
Turner Pope for its services as placing agent to the Transaction .
The Broker Warrants will be exercisable at an exercise price equal
to the Issue Price per Ordinary Share at any time up to the date
three years following Second Admission. No application is being
made for the Broker Warrants to be admitted to trading on AIM.
The First Tranche Placing is conditional, inter alia, upon:
(a) admission of the First Tranche Placing Shares to trading on
AIM becoming effective by no later than 8.00 a.m. on 11 June 2021
(or such later time and/or date as the Company, SPARK and Turner
Pope may agree (being not later than 8.00 a.m. on 22 July
2021)).
The Second Tranche Placing is conditional, inter alia, upon:
(a) the passing of the Resolutions at the General Meeting;
(b) the Placing Agreement becoming unconditional in all respects
(save for Second Admission occurring) and not having been
terminated in accordance with its terms; and
(c) admission of the Second Tranche Placing Shares to trading on
AIM becoming effective by no later than 8.00 a.m. on 24 June 2021
(or such later time and/or date as the Company, SPARK and Turner
Pope may agree (being not later than 8.00 a.m. on 22 July
2021)).
If such conditions are not satisfied or, if applicable, waived,
by the date(s) and time(s) referred to above the Placing will not
proceed.
The Placing is not underwritten by Turner Pope or any other
person.
The Placing will result in the issue of 31,500,003 new Ordinary
Shares representing approximately 14.64 per cent. of the Enlarged
Issued Share Capital. The New Ordinary Shares, when issued and
fully paid, will rank pari passu in all respects with the Existing
Ordinary Shares on Admission.
DETAILS OF THE SUBSCRIPTION
Certain parties have agreed to subscribe for 1,833,331 New
Ordinary Shares pursuant to the Subscription.
The Subscription Shares will be issued at the Issue Price,
raising GBP550,000 for the Company. The parties who have subscribed
pursuant to the Subscription have subscribed directly with the
Company for the Subscription Shares, which are issued on the same
terms and conditions as the Placing Shares.
The Subscription is conditional upon Admission of the
Subscription Shares to trading on AIM becoming effective. If this
condition is not satisfied, the Subscription Shares will not be
issued.
The Subscription is not being underwritten.
SETTLEMENT AND DEALINGS
The New Ordinary Shares will be issued credited as fully paid
and will rank pari passu with the Existing Ordinary Shares,
including the right to receive all dividends and other
distributions declared, made or paid in respect of Ordinary Shares
after Admission.
Application will be made to the London Stock Exchange for the
New Ordinary Shares to be admitted to trading on AIM. It is
expected that the First Tranche Placing Shares will be admitted to
trading on AIM at 8.00 a.m. on 11 June 2021, and that the Second
Tranche Placing Shares and Subscription Shares will be admitted to
trading on AIM at 8.00 a.m. on 24 June 2021. Second Admission will
be subject, inter alia, to the passing of the Resolutions at the
General Meeting.
Placees who elect to receive their Placing Shares in CREST will
have their CREST account credited with their Placing Shares
following Admission. For placees who elect to receive the Placing
Shares in certificated form, definitive certificates in respect of
the First Tranche Placing Shares and Second Tranche Placing Shares
are expected to be sent to Shareholders by 24 June 2021 and 9 July
2021 respectively.
RECOMMATION
The Directors unanimously consider that the Placing is in the
best interests of the Company and its Shareholders as a whole.
Accordingly, the Directors unanimously recommend that Shareholders
vote in favour of the Resolutions, as the Directors intend to do in
relation to their own and associated holdings of 23,614,341
Ordinary Shares in total, representing approximately 12.99 per
cent. of the Existing Ordinary Shares (as at the date of this
document).
INDICATIVE TIMETABLE
2021
Posting of this document and Form of Proxy 7 June
Admission and commencement of dealings in the 8.00 a.m. on 11
First Tranche Placing Shares June
First Tranche Placing Shares credited to CREST
stock accounts 8.00 a.m. on 11
June
Latest time and date for receipt of Forms of
Proxy and receipt of electronic proxy appointments 12.00 noon on
via the CREST system 21 June
General Meeting 12.00 noon on
23 June
Results of General Meeting announced through 23 June
Regulatory Information Service
Admission and commencement of dealings in the 8.00 a.m. on 24
Second Tranche Placing Shares and Subscription June
Shares
Second Tranche Placing Shares and Subscription 8.00 a.m. on 24
Shares credited to CREST stock accounts June
Share certificates for New Ordinary Shares by 9 July
sent to Shareholders
KEY STATISTICS
Issue Price 30 pence
Number of Existing Ordinary Shares 181,840,942
Number of New Ordinary Shares to be issued 33,333,334
Number of Ordinary Shares the subject of the
Broker Warrants 2,520,000
Number of Ordinary Shares in issue immediately
following Second Admission 215,174,276
Percentage of Enlarged Issued Share Capital 15.5 per cent.
represented by the New Ordinary Shares
Market capitalisation of the Company following GBP64.6 million
Second Admission (at the Issue Price)
Estimated net proceeds of the Subscription GBP9.4 million
and Placing receivable by the Company
DEFINITIONS
The following words and expressions shall have the following
meanings in this document unless the context otherwise
requires:
"Admission" First Admission, in the case of the First
Tranche Placing Shares, and/or Second Admission,
in the case of the Second Tranche Placing
Shares and Subscription Shares, as the context
requires;
"AIM" the AIM market operated by the London Stock
Exchange;
"AIM Rules" the rules for AIM companies as published
by the London Stock Exchange from time to
time;
"Articles" the Company's articles of association;
"Board" or "Directors" the directors of the Company at the date
of this document;
"Broker Warrant Instrument" the warrant instrument dated 7 June 2021
and executed by the Company under which
the Broker Warrants will be issued to Turner
Pope, a summary of the key terms of which
can be found in Section 5 of Part 1 of this
document;
"Broker Warrants" transferable (but unlisted) warrants to
be issued to JIM Nominees Limited (as nominee
on behalf of Turner Pope) to subscribe for
up to 2,520,000 new Ordinary Shares, equivalent
to 8 per cent. of the Placing Shares, exercisable
at the Issue Price for three years from
Second Admission;
"certificated"/"in a share or other security which is not in
certificated form" uncertificated form (that is, not in CREST);
"Company" or "DeepVerge" DeepVerge plc, a company registered in England
and Wales with registered number 10205396;
"CREST" the computerised settlement system to facilitate
transfer of title to or interests in securities
in uncertificated form operated by Euroclear
UK & Ireland Limited;
"EIS relief" relief under the Enterprise Investment Scheme,
as set out in Part V of the Income Tax Act
2007, as amended;
"Enlarged Issued the entire issued ordinary share capital
Share Capital" of the Company immediately following Second
Admission;
"Existing Issued the entire existing issued ordinary share
Share Capital" capital of the Company comprising the Existing
Ordinary Shares;
"Existing Ordinary the 181,840,942 Ordinary Shares in issue
Shares" at the date of this document;
"First Admission" the admission to trading on AIM of the First
Tranche Placing Shares in accordance with
Rule 6 of the AIM Rules;
"First Tranche Placing"
the firm placing of the First Tranche Placing
"First Tranche Placing Shares;
Shares"
the 21,086,888 new Ordinary Shares to be
allotted under the First Tranche Placing;
"Form of Proxy" the form of proxy for use at the General
Meeting which accompanies this document;
"General Meeting" the general meeting of the Company, notice
or "GM" of which is set out at the end of this document,
and any adjournment thereof;
"Group" the Company, its subsidiaries and subsidiary
undertakings;
"Issue Price" 30 pence, being the issue price of the Placing
Shares and the Subscription Shares;
"London Stock Exchange" London Stock Exchange plc;
"Modern Water" Modern Water plc, a subsidiary of the Company;
"New Ordinary Shares" together the 33,333,334 new Ordinary Shares
to be issued by the Company pursuant to
the Placing and the Subscription;
"Notice of General the notice of the General Meeting, which
Meeting" is set out at the end of this document;
"Ordinary Share(s)" ordinary share(s) of 0.1 pence each in the
capital of the Company;
"Placing" the placing of the Placing Shares under
the terms of the Placing Agreement (comprising
the First Tranche Placing and the Second
Tranche Placing);
"Placing Agreement" the agreement dated 7 June 2021 between
(1) the Company, (2) Turner Pope and (3)
SPARK;
"Placing Shares"
together the 31,500,003 new Ordinary Shares
to be issued by the Company pursuant to
the First Tranche Placing and the Second
Tranche Placing;
"Registrars" Neville Registrars Limited;
"Regulatory Information a service approved by the FCA for the distribution
Service" to the public of
regulatory announcements and included within
the list maintained
on the FCA's website;
"Resolutions" the resolutions to be proposed at the General
Meeting, as set out in the Notice of General
Meeting;
"Second Admission" the admission to trading on AIM of the Second
Tranche Placing Shares and the Subscription
Shares in accordance with Rule 6 of the
AIM Rules;
"Second Tranche Placing" the conditional placing of the Second Tranche
Placing Shares;
"Second Tranche Placing
Shares" the 10,431,115 new Ordinary Shares to be
issued pursuant to the Second Tranche Placing;
"Shareholder(s)"
holder(s) of Ordinary Shares;
"SPARK" SPARK Advisory Partners Limited, the Company's
nominated adviser;
"Subscription" the subscription for the Subscription Shares
pursuant to Subscription Letters;
"Subscription Shares" the 1,833,331 New Ordinary Shares subscribed
pursuant to the Subscription;
"Turner Pope" Turner Pope Investments (TPI) Ltd, the Company's
broker;
"UK" or "United the United Kingdom of Great Britain and
Kingdom" Northern Ireland; and
"uncertificated" a share or security recorded in the Company's
/ "in register of
uncertificated form" members as being in uncertificated form,
title to which may be transferred by means
of CREST."
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END
IOEFRMPTMTJMMBB
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