TIDMSDI
RNS Number : 5240Y
SDI Group PLC
14 January 2022
THIS ANNOUNCEMENT 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RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,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, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR
ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
SHALL NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION,
RECOMMATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR,
OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN SDI GROUP PLC OR
ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR
THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED
ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF SDI
GROUP PLC. PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS
ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT
FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 ("MAR"), AND IS DISCLOSED IN ACCORDANCE WITH
THE COMPANY'S OBLIGATIONS UNDER ARTICLE 17 OF 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.
SDI Group plc
("SDI", the "Company" or the "Group")
Exercise of Options and Total Voting Rights and
Proposed Secondary Placing of 1,260,000 Ordinary Shares in the
Company
SDI Group plc, the AIM quoted group focused on the design and
manufacture of scientific and technology products for use in
digital imaging and sensing and control applications, announces
that it has been informed by the Directors of the Company of their
intention to sell, in aggregate, 1,260,000 ordinary shares of 1
pence each ("Ordinary Shares") in the capital of Company (the
"Placing Shares") at a price of 195 pence per Placing Share (the
"Placing").
Each of Ken Ford (Chairman), Mike Creedon (CEO), Jon Abell
(CFO), David Tilston (Non-Executive Director) and Isabel Napper
(Non-Executive Director) (together, the "Selling Shareholders")
intend to participate in the Placing.
Exercise of Options
The Company also announces that it has issued and allotted a
total of 1,889,129 new Ordinary Shares following the exercise of
options by all of the directors (as named above). A number of these
new Ordinary Shares will be sold in the Placing by certain
directors of the Company to satisfy tax obligations.
Further information with regards to the exercise of options and
Placing Shares can be found in the table below.
Admission and Total Voting Rights
Application has been made to the London Stock Exchange for the
1,889,129 new Ordinary Shares to be admitted to trading on AIM
("Admission") and it is expected that Admission will become
effective and trading will commence at 8.00 a.m. on 20 January
2022.
After Admission, the total number of Ordinary Shares in issue
will be 102,047,293 and the total number of voting rights will
therefore be 102,047,293. 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 share capital of the Company under
the FCA's Disclosure Guidance and Transparency Rules.
Placing Further Information
finnCap Ltd ("finnCap") is acting as sole bookrunner
("Bookrunner") in relation to the Placing.
The sale of the Placing Shares will be effected by way of an
accelerated bookbuild to institutional investors which will be
launched immediately following this announcement (the "Bookbuild").
A further announcement will be made following completion of the
Bookbuild.
The timing for the close of the Bookbuild and the distribution
of allocations will be at the absolute discretion of finnCap. The
Selling Shareholders have entered into a secondary placing
agreement with finnCap to act as Bookrunner.
The Placing Shares represent in aggregate 1.23 per cent. of the
enlarged issued share capital of the Company following Admission.
Details of the numbers of Placing Shares to be disposed of by the
Selling Shareholders are as follows:
Resultant holding assuming
all Placing Shares sold and
following Admission
--------------------------------------
Director Current Current Number Total Ordinary % Options %
shareholding number of options number Shares over
of options exercised of Placing Ordinary
held Shares Shares
-------------- ------------ ------------ ------------ ---------- ------ ---------- ------
Ken Ford 1,000,000 391,052 215,217 200,000 1,015,217 0.99% 175,835 0.17%
-------------- ------------ ------------ ------------ ---------- ------ ---------- ------
Mike Creedon 442,452 1,365,147 652,173 320,000 774,625 0.76% 712,974 0.70%
-------------- ------------ ------------ ------------ ---------- ------ ---------- ------
Jon Abell 100,000 1,167,603 521,739 250,000 371,739 0.36% 645,864 0.63%
-------------- ------------ ------------ ------------ ---------- ------ ---------- ------
David Tilston 90,000 250,000 250,000 240,000 100,000 0.10% 0 0.00%
-------------- ------------ ------------ ------------ ---------- ------ ---------- ------
Isabel Napper 65,000 250,000 250,000 250,000 65,000 0.06% 0 0.00%
-------------- ------------ ------------ ------------ ---------- ------ ---------- ------
Enquiries
SDI Group plc 01223 320480
Ken Ford, Chairman
Mike Creedon, CEO
Jon Abell, CFO
www.thesdigroup.net
finnCap Ltd 020 7220 0500
Ed Frisby/Kate Bannatyne/Milesh Hindocha - Corporate Finance
Andrew Burdis/Sunila de Silva - ECM
About SDI Group plc:
SDI designs and manufactures scientific and technology products
for use in digital imaging and sensing and control applications
including life sciences, healthcare, astronomy, manufacturing,
precision optics and art conservation. SDI operates through its
company divisions: Atik Cameras, Synoptics, Graticules Optics,
Sentek, Astles Control Systems, Applied Thermal Control, MPB
Industries, Chell Instruments, Monmouth Scientific, Uniform
Engineering and Scientific Vacuum Systems.
SDI continues to grow by developing its own technology
advancements and by improving its global sales channels, as well as
through pursuing strategic, complementary acquisitions.
www.thesdigroup.net
Important Notice:
MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN
THE PLACING. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH
IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED AT (1) IN THE UNITED
KINGDOM OR ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, PERSONS
WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(e) OF
EU REGULATION (EU) 2017/1129 AND ANY RELEVANT IMPLEMENTING MEASURES
(THE "PROSPECTUS REGULATION"); AND (2) IN THE UNITED KINGDOM,
PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES
AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMED)
(THE "ORDER"); OR (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE
ORDER OR (III) ARE PERSONS TO WHOM AN OFFER OF THE PLACING SHARES
MAY OTHERWISE LAWFULLY BE MADE (ALL SUCH PERSONS REFERRED TO IN (1)
AND, (2) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE
INFORMATION REGARDING THE PLACING SET OUT IN THIS ANNOUNCEMENT MUST
NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT
PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL
BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
This announcement and the information contained herein is for
information purposes only and does not constitute or form part of
any offer or an invitation to acquire or dispose of securities in
the United States, Canada, Australia, South Africa or Japan or in
any jurisdiction in which such an offer or invitation is
unlawful.
The Placing Shares have not been, and will not be, registered
under the US Securities Act of 1933, as amended (the "Securities
Act"), or under the securities laws of any State or other
jurisdiction of the United States, and, absent registration, may
not be offered or sold in the United States (as defined in
Regulation S under the Securities Act) except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and the securities
laws of any relevant State or other jurisdiction of the United
States. There will be no public offering of the Placing Shares in
the United States or elsewhere.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
announcement. Any representation to the contrary is a criminal
offence in the United States.
No prospectus, admission document or offering document has been
or will be prepared in connection with the Placing. Any investment
decision to buy securities in the Placing must be made solely on
the basis of publicly available information. Such information is
not the responsibility of and has not been independently verified
by the Selling Shareholders, finnCap or any of their respective
affiliates.
Neither this announcement nor any copy of it may be taken,
transmitted or distributed, directly or indirectly, in or into or
from the United States (including its territories and possessions,
any State of the United States and the District of Columbia),
Australia, Canada, the Republic of South Africa or Japan. Any
failure to comply with this restriction may constitute a violation
of US, Australian, Canadian, South African or Japanese securities
laws.
The distribution of this announcement and the offering or sale
of the Placing Shares in certain jurisdictions may be restricted by
law. No action has been taken by the Selling Shareholders, finnCap
or any of their respective affiliates that would, or which is
intended to, permit a public offer of the Placing Shares in any
jurisdiction, or possession or distribution of this announcement or
any other offering or publicity material relating to the Placing
Shares, in any jurisdiction where action for that purpose is
required. Persons into whose possession this announcement comes are
required by the Selling Shareholders and finnCap to inform
themselves about and to observe any applicable restrictions.
No reliance may be placed, for any purposes whatsoever, on the
information contained in this announcement or on its completeness
and this announcement should not be considered a recommendation by
the Company, the Selling Shareholders, finnCap or any of their
respective affiliates in relation to any purchase of or
subscription for securities of the Company. No representation or
warranty, express or implied, is given by or on behalf of the
Company, the Selling Shareholders, finnCap or any of their
respective directors, partners, officers, employees, advisers or
any other persons as to the accuracy, fairness or sufficiency of
the information or opinions contained in this announcement and none
of the information contained in this announcement has been
independently verified. Save in the case of fraud, no liability is
accepted for any errors, omissions or inaccuracies in such
information or opinions.
finnCap, which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting only for the
Selling Shareholders in connection with the Placing and will not be
responsible to anyone other than the Selling Shareholders for
providing the protections offered to the clients of finnCap, nor
for providing advice in relation to the Placing or any matters
referred to in this announcement, and apart from the
responsibilities and liabilities (if any) imposed on finnCap by the
Financial Services and Markets Act 2000, any liability therefore is
expressly disclaimed. Any other person in receipt of this
announcement should seek their own independent legal, investment
and tax advice as they see fit.
References to time in this announcement are to London time,
unless otherwise stated. All times and dates in this announcement
may be subject to amendment.
Certain statements in this announcement are, or may be deemed to
be, forward-looking statements. By their nature, forward-looking
statements involve a number of risks, uncertainties and assumptions
that could cause actual results or events to differ materially from
those expressed or implied by the forward-looking statements. These
risks, uncertainties and assumptions could adversely affect the
outcome and financial consequences of the plans and events
described herein. No one undertakes any obligation to publicly
update or revise any forward-looking statement, whether as a result
of new information, future events or otherwise. Readers should not
place any undue reliance on forward-looking statements which speak
only as of the date of this announcement. Statements contained in
this announcement regarding past trends or events should not be
taken as representation that such trends or events will continue in
the future.
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.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that the Placing Shares are: (i) compatible
with an end target market of (a) retail investors, (b) investors
who meet the criteria of professional clients and (c) eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, distributors should note that: the price
of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed
income and no capital protection; and an investment in the Placing
Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, finnCap will only procure investors who meet the
criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
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END
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