TIDMESKN
RNS Number : 8188I
Esken Limited
17 August 2021
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE
UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, THE PEOPLE'S
REPUBLIC OF CHINA, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR
REGULATION. PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS
ANNOUNCEMENT.
NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL
FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER
OR COMMITMENT WHATSOEVER IN ANY JURISDICTION. ANY DECISION TO
PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE
DISPOSE OF ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT MUST BE
MADE SOLELY ON THE BASIS OF THE INFORMATION THAT IS CONTAINED IN
AND INCORPORATED BY REFERENCE INTO THE PROSPECTUS REFERRED TO
BELOW. A COPY OF THE PROSPECTUS IS AVAILABLE ON ESKEN LIMITED'S
WEBSITE AT WWW.ESKEN.COM/INVESTORS.
17 August 2021
Esken Limited
("Esken", the "Company" or the "Group")
Results of Open Offer
On 27 and 28 July 2021, the Company announced details of a
proposed fully underwritten Firm Placing and Placing and Open Offer
(together the "Capital Raise") to raise gross proceeds of GBP55
million.
The Company is pleased to announce the results of the Open
Offer, which closed for acceptances at 11.00 a.m. on 16 August
2021.
The Company has received valid acceptances from Qualifying
Shareholders under their basic Open Offer Entitlements in respect
of 58,613,958 Open Offer Shares. In addition, the Company has
received applications from Qualifying Shareholders under the Excess
Application Facility in respect of 16,383,762 Open Offer
Shares.
Accordingly, a total of 74,997,720 Open Offer Shares have been
accepted or applied for under the Open Offer, including the Excess
Application Facility, representing 95.1% per cent. of the Open
Offer Shares.
Qualifying Shareholders who have validly applied for Open Offer
Shares will receive their full Open Offer Entitlement. The
remaining 3,868,045 Open Offer Shares, representing 4.9% per cent.
of the Open Offer Shares, will be allocated to the Placees with
whom the Open Offer Shares had been conditionally placed under the
Placing. These Placees are the same institutions who subscribed for
New Shares pursuant to the Firm Placing.
The Capital Raise remains conditional on, amongst other things,
the approval by the Company's shareholders of the resolutions set
out in the Notice of General Meeting contained in the combined
prospectus and circular published by the Company on 28 July 2021
(the "Prospectus") at the General Meeting to be held at 11.00 a.m.
today. The Company will announce the results of the General Meeting
as soon as practicable after the meeting concludes.
Capitalised terms not otherwise defined in this announcement
have the meanings given to them in the Prospectus, which is
available on the Company's website (www.esken.com/investors).
David Shearer, Executive Chairman of Esken, said today:
"It is pleasing to see the level of support which we have
received from our existing shareholders in the Open Offer. On
behalf of the Board, I would like to express our gratitude to all
those who have provided their support. The successful fundraise
will give us a sound platform as we emerge from the pandemic."
For further enquiries please contact:
Esken Limited
Charlie Geller, Communications Director C/O Tulchan Communications
-----------------------------
Canaccord Genuity Limited (Joint
Sponsor, Joint Bookrunner and Joint
Global Co-ordinator) +44 207 523 8000
-----------------------------
Adam James / Andrew Potts / Patrick
Dolaghan
Sam Lucas
-----------------------------
UBS AG London Branch (Joint Sponsor,
Joint Bookrunner and Joint Global
Co-ordinator) +44 207 567 8000
-----------------------------
David James / Peter Mackie
Alex Bloch / Tom Snowball
-----------------------------
Tulchan Communications +44 207 353 4200
Olivia Peters / David Allchurch esken@tulchangroup.com
-----------------------------
Important notices
This announcement has been issued by, and is the sole
responsibility of, the Company. The information contained in this
announcement is for information purposes only and does not purport
to be full or complete. No reliance may or should be placed by any
person for any purpose whatsoever on the information contained in
this announcement or on its accuracy or completeness. The
information in this announcement is subject to change.
Neither this announcement nor anything contained in it shall
form the basis of, or be relied upon in conjunction with, any offer
or commitment whatsoever in any jurisdiction. Investors should not
acquire any Shares referred to in this announcement except on the
basis of the information contained in the Prospectus published by
the Company in connection with the Transaction.
A copy of the Prospectus is available on the Company's website
at www.esken.com/investors. Neither the content of the Company's
website nor any website accessible by hyperlinks on the Company's
website is incorporated in, or forms part of, this announcement.
The Prospectus provides further details of the New Shares being
offered pursuant to the Capital Raise.
This announcement does not contain or constitute an offer for
sale or the solicitation of an offer to purchase securities in the
United States. The New Shares, Open Offer Entitlements and Excess
Open Offer Entitlements have not been and will not be registered
under the US Securities Act of 1933, as amended (the "Securities
Act") or under any securities laws of any state or other
jurisdiction of the United States and may not be offered, sold,
taken up, exercised, resold, renounced, transferred or delivered,
directly or indirectly, within the United States. There will be no
offer of the New Shares in the United States. None of the New
Shares, Open Offer Entitlements, Excess Open Offer Entitlements,
this announcement or any other document connected with the Capital
Raise has been or will be approved or disapproved by the United
States Securities and Exchange Commission or by the securities
commissions of any state or other jurisdiction of the United States
or any US regulatory authority, nor have any of the foregoing
authorities passed upon or endorsed the merits of the offering of
the New Shares, Open Offer Entitlements, or Excess Open Offer
Entitlements or the accuracy or adequacy of this announcement or
any other document connected with the Capital Raise. Any
representation to the contrary is a criminal offence in the United
States.
This announcement is for information purposes only and, subject
to certain limited exceptions, is not intended to and does not
constitute or form part of any offer or invitation to sell, allot
or issue, or any offer or invitation to purchase or subscribe for,
New Shares, or to take up any entitlements to New Shares, in any
jurisdiction or any solicitation to purchase or subscribe for, any
securities in the United States, Australia, Canada, Hong Kong,
Japan, the People's Republic of China or the Republic of South
Africa (the "Excluded Territories") or in any jurisdiction where
such offer or invitation is unlawful, nor does the fact of its
distribution form the basis of, nor can it be relied upon in
connection with, or act as any inducement to enter into, any
contract or commitment whatsoever with respect to such securities,
the Company or otherwise.
The distribution of this announcement into jurisdictions other
than the United Kingdom 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 any such restrictions may constitute a violation of the
securities laws of such jurisdiction. In particular, subject to
certain limited exceptions, this announcement, the Prospectus and
the Application Forms should not be distributed, forwarded to or
transmitted in or into any Excluded Territory.
The New Shares may not be offered or sold in Hong Kong, by means
of any document, other than (i) to "professional investors" as
defined in the Securities and Futures Ordinance (Cap.571, Laws of
Hong Kong) of Hong Kong (the "SFO") and any rules made under the
SFO; or (ii) in other circumstances which do not constitute an
offer to the public within the meaning of the Companies (Winding up
and Miscellaneous Provisions) Ordinance (Cap.32, Laws of Hong Kong)
of Hong Kong (the "C(WUMP)O") or an invitation to induce an offer
by the public to subscribe for or purchase any shares and which do
not result in this document being a "prospectus" as defined in the
C(WUMP)O. No advertisement, invitation or document relating to the
New Shares or this document may be issued or may be in the
possession of any person for the purpose of issue, whether in Hong
Kong or elsewhere, which is directed at, or the contents of which
are likely to be accessed or read by, the public of Hong Kong
(except if permitted to do so under the C(WUMP)O and the SFO) other
than with respect to the New Shares which are or are intended to be
disposed of only to persons outside Hong Kong or only to
"professional investors" as defined in the SFO and any rules made
under the SFO or in other circumstances which do not constitute an
offer or invitation to the public within the meaning of the
C(WUMP)O. The contents of this document have not been reviewed by
any regulatory authority in Hong Kong. You are advised to exercise
caution in relation
to the offer. If you are in any doubt about any of the contents
of this document you should obtain independent professional
advice.
Recipients of this announcement and/or the Prospectus should
conduct their own investigation, evaluation and analysis of the
business, data and property described in this announcement and/or
the Prospectus. This announcement does not constitute a
recommendation concerning any investor's options with respect to
the Capital Raise. The price and value of securities can go down as
well as up. Past performance is not a guide to future performance.
The contents of this announcement are not to be construed as legal,
business, financial or tax advice. Each Shareholder or prospective
investor should consult his, her or its own legal adviser, business
adviser, financial adviser or tax adviser for legal, financial,
business or tax advice.
Notice to all investors
Canaccord Genuity Limited ("Canaccord") is authorised and
regulated by the Financial Conduct Authority ("FCA") in the United
Kingdom. UBS AG London Branch ("UBS" and together with Canaccord,
the "Joint Bookrunners") is authorised and regulated by the
Financial Market Supervisory Authority in Switzerland, and it is
authorised by the Prudential Regulation Authority ("PRA") and
subject to regulation by the FCA and limited regulation by the PRA
in the United Kingdom.
Canaccord and UBS are each acting exclusively for the Company
and no one else in connection with the Capital Raise or any other
matter referred to in this announcement and will not be responsible
to anyone other than the Company for providing the protections
afforded to their respective clients or for providing advice in
connection with the Capital Raise and/or any other matter referred
to in this announcement.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by the Joint Bookrunners or by any of their
respective affiliates or agents (or any of their respective
directors, officers, employees or advisers) for the contents of the
information contained in this announcement, or any other written or
oral information made available to or publicly available to any
interested party or its advisers, or any other statement made or
purported to be made by or on behalf of either Joint Bookrunner or
any of their respective affiliates in connection with the Company,
the New Shares or the Capital Raise and any responsibility therefor
is expressly disclaimed. The Joint Bookrunners and each of their
respective affiliates accordingly disclaim all and any liability,
whether arising in tort, contract or in respect of any statements
or other information contained in this announcement and no
representation or warranty, express or implied, is made by either
Joint Bookrunner or any of their respective affiliates as to the
accuracy, completeness or sufficiency of the information contained
in this announcement.
No person has been authorised to give any information or to make
any representations other than those contained in this
announcement, the Prospectus and the Application Forms, and, if
given or made, such information or representations must not be
relied on as having been authorised by the Company or Canaccord and
UBS.
In connection with the Capital Raise, the Joint Bookrunners may
release communications to the market as to the extent to which the
book is "covered". A communication that a transaction is, or that
the books are, "covered" refers to the position of the order book
at that time. It is not an assurance that the books will remain
covered, that the transaction will take place on any terms
indicated or at all, or that if the transaction does take place,
the securities will be fully distributed by the Joint
Bookrunners.
In connection with the Capital Raise, each of their Joint
Bookrunners and any of their respective affiliates, acting as
investors for their own accounts, may take up a portion of the
shares in the Capital Raise as a principal position and in that
capacity may retain, purchase, sell, offer to sell for their own
accounts such shares and other securities of the Company or related
investments in connection with the Capital Raise or otherwise.
Accordingly, references in the Prospectus to the Shares being
issued, offered, subscribed, acquired, placed or otherwise dealt in
should be read as including any issue or offer to, or subscription,
acquisition, placing or dealing by, the Joint Bookrunners and any
of their respective affiliates acting as investors for their own
accounts. Except as required by applicable law or regulation, the
Joint Bookrunners do not propose to make any public disclosure in
relation to such transactions.
Cautionary statement regarding forward-looking statements
This announcement contains forward-looking statements, including
with respect to financial information, that are based on current
expectations or beliefs, as well as assumptions about future
events. These forward-looking statements can be identified by the
fact that they do not relate only to historical or current facts.
Forward-looking statements often use words such as "anticipate",
"target", "expect", "estimate", "intend", "plan", "goal",
"believe", "will", "may", "should", "would", "could", "is
confident", or other words of similar meaning. Undue reliance
should not be placed on any such statements because they speak only
as at the date of this announcement and, by their very nature, they
are subject to known and unknown risks and uncertainties and can be
affected by other factors that could cause actual results, and the
Company's plans and objectives, to differ materially from those
expressed or implied in the forward-looking statements. No
representation or warranty is made that any forward-looking
statement will come to pass.
You are advised to read the Prospectus and the information
incorporated by reference therein in their entirety, and, in
particular, the section of the Prospectus headed "Risk Factors",
for a further discussion of the factors that could affect Esken's
future performance and the industry in which it operates. In light
of these risks, uncertainties and assumptions, the events described
in the forward-looking statements, including statements regarding
prospective financial information, in this announcement may not
occur. These statements are not fact and should not be relied upon
as being necessarily indicative of future results, and readers of
this announcement are cautioned not to place undue reliance on the
forward-looking statements, including those regarding prospective
financial information.
No statement in this announcement is intended as a profit
forecast, and no statement in this announcement should be
interpreted to mean that underlying operating profit for the
current or future financial years would necessarily be above a
minimum level, or match or exceed the historical published
operating profit or set a minimum level of operating profit.
Neither the Company nor Canaccord nor UBS are under any
obligation to update or revise publicly any forward-looking
statement contained within this announcement, whether as a result
of new information, future events or otherwise, other than in
accordance with their legal or regulatory obligations (including,
for the avoidance of doubt, the Prospectus Regulation Rules, the
Listing Rules and the Disclosure Guidance and Transparency Rules).
Subject to the Prospectus Regulation Rules, the Listing Rules and
the Disclosure Guidance and Transparency Rules, the issue of this
announcement shall not, in any circumstances, create any
implication that there has been no change in the affairs of the
Company since the date of this announcement or that the information
in it is correct as at any subsequent date.
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END
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(END) Dow Jones Newswires
August 17, 2021 02:00 ET (06:00 GMT)
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