TIDMSAG
RNS Number : 0112L
Science Group PLC
07 September 2021
7 September 2021
THIS ANNOUNCEMENT (INCLUDING THE APPIX) (TOGETHER, THE
"ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED
AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES OF
AMERICA, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR
ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
Science Group plc
("Science Group" or the "Company")
Confirmation of successful fundraising of c.GBP18.5 million
and
director dealing and exercise of share options
Science Group (AIM:SAG) announces t hat the Placing, further
details of which are contained in the Company's announcement on 7
September 2021 (the "Launch Announcement"), has now closed. The
Company has raised gross proceeds of c.GBP18.5 million through the
successful placing of 4,123,839 new Ordinary Shares (the "Placing
Shares") with certain existing and new institutional investors at a
price of 450 pence per Placing Share (the "Placing Price").
Director dealing
Science Group also announces that it has been notified by Martyn
Ratcliffe, Executive Chairman of the Company, that, following the
announcement earlier today, he successfully sold a total of
2,000,000 Ordinary Shares in the Company ("Sale Shares") at a price
of 450 pence per Sale Share (the "Sale"). The Sale Shares in
aggregate represented approximately 4.33% of the Enlarged Share
Capital.
Following the Sale and the issue of the Placing Shares, Martyn
Ratcliffe will have an interest in approximately 20.37% of the
Enlarged Share Capital of the Company. Martyn Ratcliffe has
undertaken not to dispose of any further Ordinary Shares for a
period of 12 months after completion of the Sale (subject to
customary exceptions including consent by the the Company's
Nominated Adviser).
The Company was not a party to the Sale and will not receive any
proceeds from the Sale.
Exercise of share options
Science Group also announces that on 6 September 2021 it
transferred 430,334 Ordinary Shares from treasury to certain
employees of the Company following the exercise of share options.
386,334 of these Ordinary Shares were sold alongside the Sale.
Expected timetable
Trade date 7 September
Admission of the Placing Shares By 8am on 10 September 2021
to trading on AIM and settlement
Related party transaction
Canaccord Genuity Group Inc ("Canaccord") holds, as at the date
of this Announcement, directly or indirectly, 10 per cent. or more
of the Existing Ordinary Shares and is participating in the Placing
at the Placing Price as follows:
Before Admission After Admission
Number of Existing Percentage Number of Ordinary Percentage
Ordinary Shares of existing Shares* of new total
total voting voting rights
rights following the
Placing*
------------------- -------------- ------------------- ---------------
Canaccord 6,073,511 14.76 7,270,891 15.91%
------------------- -------------- ------------------- ---------------
* Assuming that no further shares are issued between this
announcement and Admission
The participation by Canaccord in the Placing constitutes a
related party transaction for the purposes of the AIM Rules. The
Directors, having consulted with the Company's nominated adviser,
Stifel, consider that the terms of the related party transaction
are fair and reasonable insofar as shareholders are concerned.
Total voting rights
Following Admission, the Company's issued share capital will
comprise 46,185,874 Ordinary Shares, each with a nominal value of
GBP0.01. Each share has equal voting rights. The Company holds
391,975 shares in treasury and a further 104,400 shares are held by
the Frontier Smart Technologies Employee Benefit Trust. The total
number of voting rights in the Company will therefore be
45,689,499. The figure of 45,689,499 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, under the FCA's Disclosure and
Transparency Rules.
Unless otherwise defined, definitions contained in this
Announcement have the same meaning as set out in the Launch
Announcement.
This Announcement contains inside information. The person
responsible for arranging the release of this Announcement on
behalf of the Company is Martyn Ratcliffe, Executive Chairman.
Science Group plc Tel: +44 (0) 1223 875 200
Martyn Ratcliffe, Chairman www.sciencegroup.com
Stifel Nicolaus Europe Limited (Financial Adviser,
Tel: +44 (0) 20 7710 7600
Nominated Adviser and Joint Broker)
Nick Adams, Alex Price, Richard Short
Liberum Capital Limited (Joint Broker)
Tel: +44 (0) 20 3100 2000
Neil Patel, Cameron Duncan
MHP Communications (PR Adviser to Science Group ) Tel: +44 (
0)20 3128 8793
Reg Hoare
Notification and public disclosure of transactions by persons
discharging managerial responsibilities and persons closely
associated with them
1.1 1. Details of the person discharging managerial responsibilities/person
closely associated
a) Name: Martyn Ratcliffe
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1.2 2. Reason for the notification
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a) Position/status: Chairman
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b) Initial notification/Amendment: Initial notification
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1.3 3. Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
---------------------------------------------------------------------
a) Name: Science Group plc
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b) LEI: 2138009OJQT79BDB3E93
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1.4 4. Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
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a) Description of the financial instrument, type of instrument:
Ordinary shares of 1p each.
Identification code: GB00B39GTJ17
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b) Nature of the transaction: Disposal of shares
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c) Price(s) and volume(s): Price(s) Volume(s)
450p 2,000,000
----------
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d) Aggregated information:
-- Aggregated volume: 2,000,000
-- Price: GBP9,000,000
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e) Date of the transaction: 7 September 2021
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f) Place of the transaction: AIM
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IMPORTANT NOTICES
Stifel is acting as nominated adviser and joint bookrunner and
Liberum is acting as joint bookrunner to the Placing, as agent for
and on behalf of the Company. Stifel and Liberum are regulated in
the United Kingdom by the FCA and are acting exclusively for the
Company and no one else in connection with the matter referred to
in this Announcement and will not be responsible to anyone other
than the Company for providing the protections afforded to the
respective customers of Stifel and Liberum for providing advice in
relation to the matters described in this Announcement or any
matter, transaction or arrangement referred to in it. The
responsibilities of Stifel, as nominated adviser under the AIM
Rules for Nominated Advisers, are owed solely to London Stock
Exchange and are not owed to the Company or any director of the
Company or to any other person in respect of their decision to
subscribe for or purchase the Placing Shares.
Forward--looking statements
Some of the statements in this Announcement include forward
looking statements which re ect the Directors' current views with
respect to nancial performance, business strategy, plans and
objectives of management for future operations (including
development plans relating to the Group's products and services).
These statements include forward looking statements both with
respect to the Group and with respect to the sectors and industries
in which the Group operates. Statements which include the words
"expects", "intends", "plans", believes", "projects",
"anticipates", "will", "targets", "aims", "may", "would", "could",
"continue" and similar statements are of a forward looking
nature.
By their nature, forward--looking statements involve risks and
uncertainties because they relate to events and depend on
circumstances that may or may not occur in the future and therefore
are based on current beliefs and expectations about future events.
Forward--looking statements are not guarantees of future
performance and the Group's actual operating results and nancial
condition, and the development of the industry in which it operates
may di er materially from those made in or suggested by the
forward--looking statements contained in this Announcement. In
addition, even if the Group's operating results, nancial condition
and liquidity, and the development of the industry in which the
Group operates are consistent with the forward looking statements
contained in this Announcement, those results or developments may
not be indicative of results or developments in subsequent periods.
Accordingly, prospective investors should not rely on these
forward--looking statements.
These forward looking statements speak only as of the date of
this Announcement. The Company undertakes no obligation to publicly
update or review any forward looking statement, whether as a result
of new information, future developments or otherwise, unless
required to do so by applicable law or the AIM Rules for Companies.
All subsequent written and oral forward looking statements
attributable to the Group or individuals acting on behalf of the
Group are expressly quali ed in their entirety by this paragraph.
Prospective investors should speci cally consider the factors
identi ed in this Announcement which could cause actual results to
di er from those indicated or suggested by the forward looking
statements in this Announcement before making an investment
decision.
Important information
Neither this Announcement nor any copy of it may be made or
transmitted into the United States of America (including its
territories or possessions, any state of the United States of
America and the District of Columbia) (the "United States"), or
distributed, directly or indirectly, in the United States. Neither
this announcement nor any copy of it may be taken or transmitted
directly or indirectly into Australia, Canada, the Republic of
South Africa, New Zealand, Japan or to any persons in any of those
jurisdictions, except in compliance with applicable securities
laws. Any failure to comply with this restriction may constitute a
violation of United States, Australian, Canadian, South African,
New Zealand or Japanese securities laws or the securities laws of
any other jurisdiction (other than the United Kingdom). The
distribution of this Announcement in other jurisdictions may be
restricted by law and persons into whose possession this
Announcement comes should inform themselves about, and observe any
such restrictions. This Announcement does not constitute or form
part of any o er or invitation to sell or issue, or any
solicitation of any o er to purchase or subscribe for securities in
the United States, Australia, Canada, the Republic of South Africa,
New Zealand, Japan or in any jurisdiction to whom or in which such
o er or solicitation is unlawful.
There is no intention to register any portion of the Placing in
the United States or to conduct any public offering of securities
in the United States or elsewhere. All offers of Placing Shares
will be made pursuant to an exemption under Regulation (EU)
2017/1129 of the European Parliament and of the Council of 14 June
2017 (the "EU Prospectus Regulation") from the requirement to
produce a prospectus. This Announcement is being distributed to
persons in the United Kingdom only in circumstances in which
section 21(1) of FSMA does not apply.
Members of the public are not eligible to take part in the
Placing. This Announcement and the terms and conditions set out in
the Appendix are for information purposes only and are directed
only at: (a) persons in Member States of the European Economic Area
who are qualified investors within the meaning of Article 2(e) of
the EU Prospectus Regulation ("Qualified Investors"); and (b) in
the United Kingdom, persons who are qualified investors within the
meaning of the EU Prospectus Regulation as it forms past of UK
domestic law by virtue of the European Union (Withdrawal) Act 2018
(as amended) who (i) have professional experience in matters
relating to investments falling within the definition of
"investments professional" in article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the "Order"); (ii) are persons falling within article
49(2)(a) to (d) ("high net worth companies, unincorporated
associations, etc") of the Order; or (iii) persons to whom it may
otherwise be lawfully communicated; (all such persons together
being referred to as "Relevant Persons"). This Announcement and the
Appendix must not be acted on or relied on by persons who are not
Relevant Persons.
The securities to which this Announcement relates have not been,
and will not be, registered under the US Securities Act of 1933, as
amended (the "Securities Act") or with any regulatory authority or
under any applicable securities laws of any state or other
jurisdiction of the United States, and may not be o ered or sold
within the United States unless registered under the Securities Act
or pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act and in
compliance with applicable state laws. There will be no public o er
of the securities in the United States. The securities have not
been approved or disapproved by the US Securities and Exchange
Commission, any state securities commission in the United States or
any US regulatory authority, nor have any of the foregoing
authorities passed upon or endorsed the merits of any proposed
offering of the securities, or the accuracy or adequacy of this
document. Any representation to the contrary is a criminal offence
in the United States. There will be no public offer of securities
in the United States. Hedging transactions in securities may not be
conducted unless in compliance with the Securities Act.
The securities referred to herein have not been registered under
the applicable securities laws of Australia, Canada, the Republic
of South Africa, New Zealand or Japan and, subject to certain
exceptions, may not be o ered or sold within Australia, Canada, the
Republic of South Africa, New Zealand or Japan or to any national,
resident or citizen of Australia, Canada, the Republic of South
Africa, New Zealand or Japan.
No representation or warranty, express or implied, is made by
the Company or Stifel as to any of the contents of this
Announcement, including its accuracy, completeness or for any other
statement made or purported to be made by it or on behalf of it,
the Company, the Directors or any other person, in connection with
the Placing and Admission, and nothing in this Announcement shall
be relied upon as a promise or representation in this respect,
whether as to the past or the future (without limiting the
statutory rights of any person to whom this announcement is
issued). Stifel does not accept any liability whatsoever for the
accuracy of any information or opinions contained in this
announcement or for the omission of any material information from
this Announcement for which the Company and the Directors are
solely responsible.
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END
MSCLDLFBFKLZBBE
(END) Dow Jones Newswires
September 07, 2021 08:48 ET (12:48 GMT)
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