TIDMBIDS
RNS Number : 0078E
Bidstack Group PLC
02 July 2021
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR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 FOR THE PURPOSES
OF ARTICLE 7 OF THE RETAINED VERSION OF EU REGULATION 596/2014 AS
APPLIED IN THE UK ("MAR").
2 July 2021
Bidstack Group Plc
("Bidstack" or the "Company")
Results of Fundraise
Bidstack Group Plc (AIM: BIDS), the native in-game advertising
group, is pleased to announce the results of the placing
("Placing") undertaken by Cenkos Securites Plc ("Cenkos") as agent
of the Company and the subscription ("Subscription") (together the
"Fundraise") announced on 1 July 2021.
In aggregate the Company has conditionally raised gross proceeds
of a GBP10.863 million (before expenses) comprised as set out
below.
A total of 488,157,516 new ordinary shares of 0.5 pence each in
the capital of the Company (the "New Ordinary Shares") were placed
by Cenkos with institutional and other investors at a price of 2.0
pence per Placing Share (the "Issue Price"), raising gross proceeds
of a GBP9.763 million.
Certain directors of the Company and others have also subscribed
for a total of 55,000,000 New Ordinary Shares at the Issue Price
raising further gross proceeds of GBP1.1 million.
At least GBP3.2 million of the Placing has been raised under the
Enterprise Investment Scheme and/or from Venture Capital
Trusts.
The New Ordinary Shares being issued represent, in aggregate,
circa 139.85 per cent. of Bidstack's issued ordinary share capital
immediately prior to the Fundraise.
The Fundraise is conditional on the approval by Shareholders of
resolutions granting authority for the Directors to issue the New
Ordinary Shares free of statutory pre-emption rights
("Resolutions") at a General Meeting to be held at 11:00 a.m. on 19
July 2021 at Plexal, 14 East Bay Lane, The Press Centre, Here East,
Queen Elizabeth Olympic Park, Stratford, London, E20 3BS ("General
Meeting"). A circular containing a notice convening the General
Meeting is expected to be issued by the Company today.
The New Ordinary 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.
The Fundraise is conditional upon, inter alia:
-- shareholder approval of the Resolutions at the General Meeting; and
-- Admission becoming effective not later than 8.00 a.m. (London
time) on 20 July 2021 (or such later time and/or date, being not
later than 8.00 a.m. (London time) on 31 July 2021, as Cenkos may
agree with the Company) and the Placing Agreement not being
terminated in accordance with its terms before that time.
Application will be made for the New Ordinary Shares to be
admitted to trading on AIM ("Admission"). Admission is expected to
become effective and trading will commence in the New Ordinary
Shares at 8 a.m. on or around 20 July 2021.
As part of the Subscription Donald Stewart, Chairman of
Bidstack, has subscribed for 1,500,000 New Ordinary Shares, John
McIntosh, Director, has subscribed for 1,000,000 New Ordinary, Lisa
Hau, Director, has subscribed for 1,000,000 New Ordinary Shares and
Bryan Neider, proposed non-Executive Director, has subscribed for
750,000 New Ordinary Shares. Following the Fundraise the holdings
of the Directors will be as follows:
Total number Proportion
Existing number Number of of Ordinary of the Enlarged
of Ordinary New Ordinary Shares following Share Capital
Director Shares Shares the Fundraise (%)
Donald Stewart 2,024,876 1,500,000 3,524,876 0.38%
James Draper 39,760,562 - 39,760,562 4.27%
Francesco Petruzzelli 5,750,000 - 5,750,000 0.62%
John McIntosh 950,000 1,000,000 1,950,000 0.21%
Lisa Hau 125,000 1,000,000 1,125,000 0.12%
Glen Calvert - - - -%
Bryan Neider - 750,000 750,000 0.08%
Total: 48,610,438 4,250,000 52,860,438 5.68%
Total Voting Rights
Following Admission becoming effective, the total number of
voting rights in the Company will be 931,531,573. 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 Fundraise announcement of the
Company released at 5.15 p.m. (BST) on 1 July 2021.
James Draper, Chief Executive Officer, Bidstack commented:
"I would like to thank our existing shareholders for their
continued support and welcome new shareholders to the register. The
new funds raised through this successful and oversubscribed
fundraise will enable Bidstack to progress its growth strategy. We
look forward to updating shareholders on our continued progress in
due course."
Contacts
Bidstack Group Plc
James Draper, CEO via Buchanan
Cenkos Securities Plc (Bookrunner & joint
broker) +44 (0) 20 7397
Michael Johnson / Dale Bellis (Sales) 1933 / +44 (0) 20
7397 1928
Giles Balleny (Corporate Finance) (0) 207 397 8951
SPARK Advisory Partners Limited (Nomad) +44 (0) 203 368
Mark Brady / Neil Baldwin / James Keeshan 3550
Stifel Nicholas Europe Limited (Joint
Broker) +44 (0) 20 7710
Fred Walsh / Luisa Orsini Baroni 7600
Buchanan Communications Limited
Chris Lane / Stephanie Watson / Kim van
Beeck +44 (0) 20 7466
bidstack@buchanan.uk.com 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 - disclaimers
Cenkos Securities Plc ("Cenkos") is authorised and regulated in
the United Kingdom by the FCA. Cenkos is acting exclusively as
joint 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.
SPARK Advisory Partners Limited ("SPARK"), which is authorised
and regulated in the United Kingdom by the Financial Conduct
Authority, is acting as nominated adviser to the Company in
relation to the Fundraise and is not acting for any other persons
in relation to the Fundraise. SPARK Advisory Partners Limited is
acting exclusively for the Company and for no one else in relation
to the matters described in this announcement and is not advising
any other person and accordingly will not be responsible to anyone
other than the Company for providing the protections afforded to
clients of SPARK Advisory Partners Limited, or for providing advice
in relation to the contents of this announcement or any matter
referred to in it.
Apart from the responsibilities and liabilities, if any, which
may be imposed upon Cenkos and SPARK by the Financial Services and
Markets Act 2000, as amended ("FSMA") or the regulatory regime
established thereunder, neither Cenkos nor SPARK nor any of their
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 New Ordinary 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 Cenkos and SPARK and
their 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 Cenkos or
SPARK. 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.
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END
ROIUPUQWMUPGURP
(END) Dow Jones Newswires
July 02, 2021 04:38 ET (08:38 GMT)
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