TIDMPRES
RNS Number : 9894G
Pressure Technologies PLC
30 November 2020
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, NEW ZEALAND
OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE
PROHIBITED BY APPLICABLE LAW.
THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY . THIS
ANNOUNCEMENT IS NOT AN OFFER TO SELL OR A SOLICITATION TO BUY
SECURITIES IN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA AND NEW ZEALAND OR IN ANY OTHER
JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL OR CONTRAVENE ANY REGISTRATION OR QUALIFICATION
REQUIREMENTS UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION .
NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM
THE BASIS OF, OR BE RELIED UPON IN CONNECT ION WITH, ANY OFFER OR
COMMITMENT WHATSOEVER IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF REGULATION 2014/596/EU.
THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE
PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT
2000 ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS
AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN
779021)
FOR IMMEDIATE RELEASE
30 November 2020
Pressure Technologies Plc (" Pressure Technologies " or the
"Company")
PrimaryBid Offer via PrimaryBid.com
Pressure Technologies plc, (AIM: PRES), the specialist
engineering group, is pleased to announce a conditional offer for
subscription via PrimaryBid (the "PrimaryBid Offer") of up to
833,333 new ordinary shares of 5 pence each in the Company
("PrimaryBid Shares") at an issue price of 60 pence per PrimaryBid
Share (the "Issue Price"), being a discount of 4.00 per cent to the
closing price on 27 November 2020 of 62.5 pence per ordinary
share.
As separately announced today, Pressure Technologies is
conducting a non-pre-emptive placing of new ordinary shares (the
"Placing Shares") in the Company (the "Placing") through an
accelerated bookbuilding process (the "Bookbuilding Process").
The PrimaryBid Offer and the Placing are conditional on the new
ordinary shares to be issued pursuant to the PrimaryBid Offer and
the Placing being admitted to trading on the AIM market of London
Stock Exchange plc ("Admission") . Admission is expected to take
place at or around 8.00 a.m. on 18 December 2020 . The PrimaryBid
Offer will not be completed without the Placing also being
completed.
Reasons for the PrimaryBid Offer
Whilst the Placing has been structured as a non-pre-emptive
offer so as to minimise risk, cost and time to completion, the
Company greatly values its retail investor base.
After consideration of the various options available to it, the
Company believes that the separate PrimaryBid Offer, which will
give retail investors the opportunity to participate in the
fundraising alongside the Placing, is in the best interest of
shareholders. The Company is therefore pleased to provide private
and other investors the opportunity to participate in the
PrimaryBid Offer by applying exclusively through the
www.PrimaryBid.com platform and the PrimaryBid mobile app available
on the Apple App Store and Google Play. PrimaryBid does not charge
investors any commission for this service.
The net proceeds of the PrimaryBid Offer and the Placing will be
used as follows:
-- GBP2.5 million will be invested in the Group's manufacturing
capability and capacity in order to accelerate growth in the
fast-developing hydrogen energy market;
-- GBP0.5 million will be invested in resources and technologies
across the Group's Integrity Management business to meet the
growing demand for these critical services; and
-- The remainder of the net proceeds will be used to strengthen
the Group's balance sheet, ensuring resilience, particularly in
light of the ongoing pandemic and depressed conditions in the oil
and gas market. Proceeds will also enable the Group to continue to
invest in its people, facilities and systems through this period
and to take advantage of emerging opportunities.
Further details are set out in the Company's announcement
regarding the Placing, released earlier today.
The PrimaryBid Offer
It is a term of the PrimaryBid Offer that the total quantum of
the PrimaryBid Shares available for subscription at the Placing
Price shall be a maximum of 833,333 new ordinary shares. The
PrimaryBid Offer, via the PrimaryBid.com platform, will be open to
investors from 4:35 p.m. on 30 November 2020. The PrimaryBid Offer
will close at the same time as the Bookbuilding Process is
completed. The PrimaryBid Offer may close early if it is
oversubscribed.
Subscriptions under the PrimaryBid Offer will be considered by
the Company at its discretion (with preference to be given to the
Company's existing retail investors), subject to conditions which
are available to view on PrimaryBid.com. There is a minimum
subscription of GBP 100 per investor under the terms of the
PrimaryBid Offer. The Company, in consultation with PrimaryBid,
reserves the right to scale back any order at its discretion. The
Company and PrimaryBid reserve the right to reject any application
for subscription under the PrimaryBid Offer without giving any
reason for such rejection.
It is important to note that once an application for PrimaryBid
Shares has been made and accepted via PrimaryBid, an application
cannot be withdrawn.
For further information on PrimaryBid.com or the procedure for
applications under the PrimaryBid Offer, visit
www.PrimaryBid.com or call PrimaryBid.com on +44 20 3026 4750.
The terms and conditions on which the PrimaryBid Offer is made,
including the procedure for application and payment for the
PrimaryBid Shares, is available to all persons who register with
PrimaryBid.com.
Details of the PrimaryBid Offer
It is a term of the PrimaryBid Offer that the total value of
PrimaryBid Shares available for subscription at the Placing Price
does not exceed EUR8 million equivalent. Accordingly, the Company
is not required to publish (and has not published) a prospectus in
connection with the PrimaryBid Offer as it falls within the
exemption set out in section 86(1)(e) and 86(4) of the Financial
Services and Markets Act 2000. The PrimaryBid Offer is not being
made into any jurisdiction where it would be unlawful to do so and
the PrimaryBid Shares may not be offered, sold, resold or
delivered, directly or indirectly, in or into Canada, Japan,
Australia, the Republic of South Africa or any other jurisdiction
in which such offer, sale, resale or delivery would be unlawful .
In particular, the PrimaryBid Offer is being made only to persons
who are, and at the time the PrimaryBid Shares are subscribed for,
will be outside the United States and subscribing for the Placing
Shares in an "offshore transaction" as defined in, and in
accordance with, Regulation S under the U.S. Securities Act of
1933, as amended (the "Securities Act"). Persons who are resident
or otherwise located in the United States will not be eligible to
register for participation in the offer through PrimaryBid or
subscribe for PrimaryBid Shares.
The PrimaryBid Shares, if issued, will be fully paid and will
rank pari passu in all respects with the existing ordinary shares
of the Company, including the right to receive all dividends and
other distributions declared, made or paid after the date of
issue.
Settlement for the PrimaryBid Shares and Admission is expected
to take place at or around 8.00 a.m. on 18 December 2020 . The
PrimaryBid Offer is conditional, among other things, upon Admission
becoming effective and the placing agreement entered into by the
Company in connection with the Placing not being terminated in
accordance with its terms.
It should be noted that a subscription for the PrimaryBid Shares
and any investment in the Company carry a number of risks.
Investors should make their own investigations into the merits of
an investment in the Company. Nothing in this announcement amounts
to a recommendation to invest in the Company or amounts to
investment, taxation or legal advice. Investors should take
independent advice from a person experienced in advising on
investment in securities such as the Company's ordinary shares if
they are in any doubt.
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.
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This announcement is not an offer of securities for sale into the
United States. The securities referred to herein have not been, and
will not be, registered under the U.S. Securities Act 1933 (as
amended) and may not be offered or sold in the United States,
except pursuant to an applicable exemption from registration. No
public offering of securities is being made in the United
States.
Enquiries:
Pressure Technologies plc Tel: 0114 257 3616
Chris Walters, Chief Executive PressureTechnologies@houston.co.uk
N+1 Singer (Nomad and Broker) Tel: 020 7496 3000
Mark Taylor / Carlo Spingardi
Houston (Financial PR and Investor Tel: 020 4529 0549
Relations)
Kate Hoare / Anushka Mathew / Ben
Robinson
PrimaryBid Limited Tel: 020 3026 4750
James Deal / Fahim Chowdhury
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END
IOEBLBDBUDXDGGG
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November 30, 2020 11:36 ET (16:36 GMT)
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