TIDMBIDS
RNS Number : 0544P
Bidstack Group PLC
05 June 2020
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF
AMERICA, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR
ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED
UNDER THE MARKETABUSE REGULATION (EU NO. 596/2014).
5 June 2020
Bidstack Group PLC
("Bidstack" or the "Company")
Results of Placing and Subscription
Bidstack is pleased to announce the results of the placing (the
"Placing") and the subscription (the "Subscription") announced on 4
June 2020.
The Placing was significantly over-subscribed and applicants
have been scaled back. A total of 137,500,000 new ordinary shares
of 0.5 pence each in the capital of the Company (the "Placing
Shares") were placed by Stifel with institutional and other
investors at a price of 4 pence per Placing Share (the "Placing
Price"), raising gross proceeds of a GBP5.5 million.
In addition certain directors of the Company and others have
subscribed for a total of 5,000,000 new ordinary shares of 0.5
pence each in the capital of the Company (the "Subscription
Shares") at the Placing Price, raising gross proceeds of
GBP200,000.
The Placing Shares and Subscription Shares being issued
represent, in aggregate, circa 58.19 per cent. of Bidstack's issued
ordinary share capital immediately prior to the Placing.
The Placing Shares and the Subscription Shares will, when
issued, be subject to the Company's articles of association. They
will be credited as fully paid and will rank pari passu in all
respects with the existing ordinary shares in issue in the capital
of the Company, including the right to receive all future dividends
and distributions declared, made or paid on or in respect of such
ordinary shares by reference to a record date falling after their
date of issue.
Application has been made for the Placing Shares and the
Subscription Shares to be admitted to trading on AIM ("Admission").
Subject to Admission becoming effective, it is expected that
settlement of subscriptions in respect of the Placing Shares and
the Subscription Shares and that trading in the Placing Shares and
the Subscription Shares will commence at 8.00 a.m. on Wednesday 10
June 2020.
The Placing and Subscription are conditional upon, inter alia,
Admission becoming effective not later than 8.00 a.m. (London time)
on Wednesday 10 June 2020 (or such later time and/or date, being
not later than 8.00 a.m. (London time) on 30 June 2020, as Stifel
may agree with the Company) and the Placing Agreement not being
terminated in accordance with its terms before that time.
As part of the Subscription Donald Stewart, Chairman of
Bidstack, has subscribed for 625,000 Subscription Shares, John
McIntosh, Finance Director, has subscribed for 750,000 Subscription
Shares, Mike Hayes, non-Executive Director, has subscribed for
500,000 Subscription Shares and Derek Wise, non-Executive Director,
has subscribed for 250,000 Subscription Shares. Following the
Placing and Subscription the holdings of the Directors will be as
follows:
Total number Proportion
Existing number Number of of Ordinary of the Enlarged
of Ordinary Subscription Shares following Share Capital
Director Shares Shares the Subscription (%)
Donald Stewart 1,149,773 625,000 1,774,734 0.46%
James Draper 39,760,562 - 39,760,562 10.26%
Francesco Petruzzelli 5,750,000 - 5,750,000 1.48%
John McIntosh 200,000 750,000 950,000 0.25%
Mike Hayes - 500,000 500,000 0.13%
Derek Wise - 250,000 250,000 0.06%
Total: 46,860,335 2,125,000 48,985,296 12.65%
Stifel acted as sole broker and bookrunner in respect of the
Placing.
Total Voting Rights
Following Admission becoming effective, the total number of
voting rights in the Company will be 387,373,646. No ordinary
shares of the Company are held in treasury. This figure may be used
by shareholders in the Company as the denominator for the
calculations by which they will determine if they are required to
notify their interest in, or a change in their interest in, the
share capital of the Company under the FCA's Disclosure Guidance
and Transparency Rules.
Capitalised terms used but not defined in this announcement have
the same meanings as set out in the placing announcement of the
Company released at 4:55 p.m. (BST) on 4 June 2020.
Contacts
Bidstack Group PLC
James Draper, CEO via Buchanan
SPARK Advisory Partners Limited (Nomad)
Mark Brady / Neil Baldwin / James Keeshan +44 (0) 203 368 3550
-----------------------
Stifel Nicholas Europe Limited (Broker)
Fred Walsh +44 (0) 20 7710 7600
-----------------------
Buchanan Communications Limited
Chris Lane / Stephanie Watson / Kim van
Beeck
bidstack@buchanan.uk.com +44 (0) 20 7466 5000
-----------------------
IMPORTANT NOTICE
Neither this Announcement, nor any copy of it, may be taken or
transmitted, published or distributed, directly or indirectly, in
or into the United States, Australia, Canada, Japan, or the
Republic of South Africa or to any persons in any of those
jurisdictions or any other jurisdiction where to do so would
constitute a violation of the relevant securities laws of such
jurisdiction. 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, acquire or subscribe for any
shares in the capital of the Company in the United States,
Australia, Canada, Japan or the Republic of South Africa or any
other state or jurisdiction in which such offer or solicitation is
not authorised or to any person to whom it is unlawful to make such
offer or solicitation. Any failure to comply with these
restrictions may constitute a violation of securities laws of such
jurisdictions.
The Placing Shares and the Subscription Shares have not been,
and will not be, registered under the US Securities Act of 1933, as
amended (the "US Securities Act"), or under any securities laws of
any state or other jurisdiction of the United States and may not be
offered, sold, resold, transferred or delivered, directly or
indirectly, in or into the United States except pursuant to an
applicable exemption from the registration requirements of the US
Securities Act and in compliance with the securities laws of any
state or other jurisdiction of the United States. There is no
intention to register any portion of the Placing or the
Subscription in the United States or to conduct any public offering
of securities in the United States or elsewhere.
Notice to all investors
Stifel Nicolaus Europe Limited ("Stifel") is authorised and
regulated in the United Kingdom by the FCA. Stifel is acting
exclusively as sole broker and bookrunner to the Company in
connection with the Placing and will not regard any other person
(whether or not a recipient of this Announcement) as a client in
relation to the Placing 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 relation to the
Placing or any transaction, matter or arrangement described in this
announcement.
Apart from the responsibilities and liabilities, if any, which
may be imposed upon Stifel by the Financial Services and Markets
Act 2000, as amended ("FSMA") or the regulatory regime established
thereunder, neither Stifel nor any of its affiliates, directors,
officers, employees, agents or advisers accepts any responsibility
whatsoever, and no representation or warranty, express or implied,
is made or purported to be made by any of them, or on their behalf,
for or in respect of the contents of this Announcement, including
its accuracy, completeness, verification or sufficiency, or
concerning any other document or statement made or purported to be
made by it, or on its behalf, in connection with the Company, the
Placing Shares, the Placing and the Subscription, and nothing in
this announcement is, or shall be relied upon as, a warranty or
representation in this respect, whether as to the past or future.
Each of Stifel and its affiliates, directors, officers, employees,
agents and advisers disclaim, to the fullest extent permitted by
law, all and any liability whether arising in tort, contract or
otherwise which they might otherwise be found to have in respect of
this announcement or any such statement.
No person has been authorised to give any information or to make
any representations other than those contained in this Announcement
and, if given or made, such information or representations must not
be relied on as having been authorised by the Company or Stifel.
Subject to the AIM Rules, the Prospectus Regulation Rules and the
Disclosure Guidance and Transparency Rules of the FCA, 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.
Information to Distributors
Solely for the purposes of Article 9(8) of Commission Delegated
Directive 2017/593 (the "Delegated Directive") regarding the
responsibilities of manufacturers under 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 such Placing
Shares are: (i) compatible with the target market for the Placing
of retail investors and investors who meet the criteria of
professional clients and eligible counterparties, each as defined
in MiFID II; and (ii) eligible for distribution through all
eligible distribution channels for dissemination of the Placing
Shares, each as set out in this Announcement, 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, the Joint Bookrunners 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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
ROIFFFVVRFISIII
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June 05, 2020 02:00 ET (06:00 GMT)
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