TIDMADA
RNS Number : 5631T
Adams PLC
26 March 2021
The information contained within this announcement is deemed by
the company to constitute inside information stipulated under the
Market Abuse Regulation (EU) No. 596/2014 ("MAR") and the retained
UK law version of MAR pursuant to the Market Abuse (Amendment) (EU
Exit) Regulations 2019 (SI 2019/310) ("UK MAR"). Upon the
publication of this announcement via the Regulatory Information
Service, this inside information is now considered to be in the
public domain.
THIS 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, AUSTRALIA, CANADA, JAPAN, SINGAPORE, THE REPUBLIC OF
SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS MADE FOR INFORMATION PURPOSES ONLY
AND DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR SOLICITATION
TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE SHARES IN ADAMS PLC IN
ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE
UNLAWFUL.
Adams plc
("Adams " or the "Company ")
Placing of 8,650,000 new Ordinary Shares at 6.5p per share
Open Offer of up to 61,914,924 Open Offer Shares
at 6.5p per share
Adams (AIM:ADA), the AIM quoted investing company primarily
focused on special situation investment opportunities in the small
to middle-market capitalisation sectors in the UK or Europe, is
pleased to announce the successful placing of 8,650,000 new
ordinary shares of 1p each in the Company ("Ordinary Shares") (the
"Placing Shares") at a price of 6.5 pence per share (the "Issue
Price"), raising gross proceeds of approximately GBP562,250
pursuant to its existing authority to issue equity for cash (the
"Placing"), conditional on admission of the Placing Shares to
trading on AIM ("Admission"). Peterhouse Capital Limited acted
exclusively for the Company in connection with the Placing.
In addition to the Placing, the Company intends to provide all
Qualifying Shareholders with the opportunity to subscribe for an
aggregate of up to 61,914,924 new Ordinary Shares (the "Open Offer
Shares") at the Issue Price of 6.5 pence per share, to raise up to
approximately GBP4,024,470 (before expenses), on the basis of 0.75
New Ordinary Shares for every 1 Existing Ordinary Share held on the
Record Date (the "Open Offer").
The Issue Price represents a discount of approximately 25.7 per
cent. to the closing mid-market price on AIM of 8.75 pence per
Ordinary Share on 25 March 2021, being the last dealing day prior
to the date of this announcement.
Mr Richard Griffiths, who has an interest in 63,830,047 Ordinary
Shares representing 77.32 per cent. of the Existing Share Capital,
and Mr David Richardson, who has an interest in 8,024,247 Ordinary
Shares representing 9.72 per cent. of the Existing Share Capital,
have both entered into irrevocable undertakings to take up their
Open Offer Entitlements in full. The gross proceeds of the Open
Offer will be GBP3,502,897 if no Shareholders other than Mr
Griffiths and Mr Richardson take up any Open Offer Entitlements,
and Mr Griffiths and Mr Richardson will each have an interest in
76.99 per cent. and 9.68 per cent. respectively of the Enlarged
Share Capital.
The terms and conditions of the Open Offer are set out in a
circular that is being sent to Shareholders today ("Circular") and
which will shortly be available on the Company's website at
www.adamsplc.com.
Enquiries:
Adams plc
Mike Bretherton Tel: +44 1534 719 761
Nomad
Cairn Financial Advisers LLP
Sandy Jamieson, James Caithie Tel: +44 207 213 0880
Broker
Peterhouse Capital Limited
Heena Karani Tel: +44 207 469 3393
Duncan Vasey
Introduction
Adams (AIM:ADA), the AIM quoted investing company primarily
focused on special situation investment opportunities in the small
to middle-market capitalisation sectors in the UK or Europe, is
pleased to announce a placing to raise GBP562,250 through the issue
of 8,650,000 new Ordinary Shares to new investors at an issue price
of 6.5 pence per Ordinary Share as part of a fund raise in order to
provide the Company with additional resources with which to fund
its investment strategy. The Placees who have conditionally agreed
to subscribe for Placing Shares comprise two of the Company's
Directors as set out under Related Party Transactions below,
together with three other new investors.
In addition to the Placing, in order to provide Shareholders
with an opportunity to participate in the proposed issue of new
Ordinary Shares and to raise additional funds, the Company is
providing all Qualifying Shareholders the opportunity to subscribe
at the Issue Price for up to 61,914,924 Open Offer Shares on the
basis of 0.75 new Ordinary Shares for 1 Ordinary Shares held on the
Record Date, payable in full on acceptance. The gross proceeds of
the Open Offer will be GBP4,024,470 if the Open Offer is taken up
in full.
The Issue Price represents a discount of approximately 25.7 per
cent. to the closing mid-market price on AIM of 8.75 pence per
Ordinary Share on 25 March 2021, being the last dealing day prior
to the date of this announcement.
Mr Richard Griffiths, who has an interest in 63,830,047 Ordinary
Shares representing 77.32 per cent. of the Existing Share Capital,
and Mr David Richardson, who has an interest in 8,024,247 Ordinary
Shares representing 9.72 per cent. of the Existing Share Capital,
have both entered into irrevocable undertakings to take up their
Open Offer Entitlements in full. The gross proceeds of the Open
Offer will be GBP3,502,897 if no Shareholders other than Mr
Griffiths and Mr Richardson take up any Open Offer Entitlements,
and Mr Griffiths and Mr Richardson will each have an interest in
76.99 per cent. and 9.68 per cent. respectively of the Enlarged
Share Capital.
The Placing and the Open Offer are conditional upon the
admission of the Placing Shares to trading on AIM becoming
effective on or before 8.00 a.m. on 1 April 2021 and the Open Offer
Shares to trading on AIM becoming effective on or before 8.00 a.m.
on 21 April 2021 (or such later date and/or time as the Company may
decide, being no later than 5.00 p.m. on 30 April 2021).
The terms and conditions of the Open Offer are set out in the
Circular that is being sent to Shareholders today and which will
shortly be available on the Company's website at
www.adamsplc.com.
Details of the Placing
Under the Placing, the Company has conditionally raised
GBP562,250 (before expenses) through a placing of 8,650,000 new
Ordinary Shares at the Issue Price with new investors. The Placing
Shares will represent approximately 5.65 per cent. of the Enlarged
Share Capital assuming full take up of the Open Offer. The Issue
Price represents a discount of approximately 25.7 per cent. to the
closing mid-market price on AIM of 8.75 pence per Ordinary Share on
25 March 2021, being the last dealing day prior to the date of this
announcement.
The Placing Shares will be issued credited as fully paid and
will rank pari passu in all respects with the Existing Ordinary
Shares, including the right to receive dividends and other
distributions declared on or after the date on which they are
issued.
It is expected that CREST accounts for the Placing Shares will
be credited on 1 April 2021 and that share certificates (where
applicable) will be dispatched within 10 working days of Placing
Admission.
Application will be made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM. It is anticipated
that Placing Admission will become effective and that dealings in
the Placing Shares will commence at 8.00 a.m. on 1 April 2021.
Following the Admission of the Placing Shares, the total number of
voting rights in the Company will be 91,203,232 and Shareholders
may use this figure 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 Guidance and Transparency Rules.
Open Offer Entitlement
Subject to the fulfilment of the conditions set out in the
Circular, Qualifying Shareholders are being given the opportunity
to subscribe for Open Offer Shares under the Open Offer at the
Issue Price of 6.5 pence per Open Offer Share, payable in full on
application and free of all expenses, pro rata to their existing
shareholdings on the following basis:
0.75 Open Offer Shares for every 1 Existing Ordinary Share
held by Qualifying Shareholders and registered in their name at
the Record Date.
The Open Offer Shares will, when issued and fully paid, rank
pari passu in all respects with the Existing Ordinary Shares,
including the right to receive all dividends and other
distributions declared, made or paid after the date of Open Offer
Admission.
The Open Offer is not a rights issue. Qualifying CREST
Shareholders should note that, although the Open Offer Entitlements
will be admitted to CREST and be enabled for settlement,
applications in respect of entitlements under the Open Offer may
only be made by the Qualifying Shareholder originally entitled or
by a person entitled by virtue of a bona fide market claim raised
by Euroclear's Claims Processing Unit. Qualifying Non-CREST
Shareholders should note that the Application Form is not a
negotiable document and cannot be traded. Qualifying Shareholders
should be aware that under the Open Offer, unlike in a rights
issue, any Open Offer Shares not applied for will not be sold in
the market or placed for the benefit of Qualifying Shareholders who
do not apply under the Open Offer.
Application has been made for the Open Offer Entitlements of
Qualifying CREST Shareholders to be admitted to CREST. It is
expected that such Open Offer Entitlements will be admitted to
CREST on 29 March 2021. The Open Offer Entitlements will also be
enabled for settlement in CREST on 29 March 2021 to satisfy bona
fide market claims only. Applications through the CREST system may
only be made by the Qualifying CREST Shareholder originally
entitled or by a person entitled by virtue of a bona fide market
claim.
Qualifying Non-CREST Shareholders will have received an
Application Form with the Circular which sets out their maximum
entitlement to Open Offer Shares as shown by the number of Open
Offer Entitlements allocated to them. Entitlements to Open Offer
Shares are rounded down to the nearest whole number.
If applications are made for less than all of the Open Offer
Shares available, then the lower number of Open Offer Shares will
be issued to Qualifying Shareholders and any outstanding Open Offer
Entitlements will lapse.
The Open Offer is restricted to Qualifying Shareholders in order
to enable the Company to benefit from exemptions from securities
law requirements in certain jurisdictions outside the United
Kingdom.
Financial update and background to and reasons for the Placing
and Open Offer
As at 24 March 2021, the Company's cash balances stood at
GBP54,000. The Placing and Open Offer will raise a minimum of
GBP4,065,147 (before expenses) and the net proceeds of this will
provide the Company with additional resources with which to fund
its investment strategy. The Company's investing policy has a focus
on special situation investment opportunities that have an element
of distress, dislocation, dysfunction or other special situation
attributes and that the Directors perceive to be undervalued.
The Company currently holds six AIM quoted investments which,
based on the closing middle market prices of the shares in these
companies on24 March 2021, being the latest practicable date prior
to the date of this announcement, have an aggregate value of
GBP5.14 million. The quoted investment portfolio comprises shares
and warrants in C4X Discovery plc valued at GBP2.6 million, shares
in Circassia Group plc valued at GBP0.84 million, shares in Griffin
Mining Limited valued at GBP0.61 million, shares in 4D Pharma plc
valued at GBP0.24 million, shares in Source BioScience Limited
valued at GBP0.16 million and shares in Sterling Energy plc valued
at GBP0.12 million. The Company also has an equity shareholding in
Oxehealth Limited, an unquoted company incorporated in the UK,
valued at GBP0.57 million.
The above investment values, coupled with cash balances of
GBP0.05 million and less estimated other net working capital
liabilities of GBP0.02 million, highlight an estimated net asset
value for the Company of GBP5.17 million on 24 March 2021 which
equates to a net asset value per share of 6.26 pence.
Related Party Transactions
The entering into the irrevocable undertaking by Mr Richard
Griffiths to take up his Open Offer Entitlement in full is deemed
to be a related party transaction pursuant to AIM Rule 13, as Mr
Griffiths has a 77.32 per cent. interest in the Existing Share
Capital. The Directors, who are considered to be independent for
the purposes of the irrevocable undertaking (being the whole Board
other than Mr Michael Bretherton, who is considered by the Panel to
be acting in concert with Mr Griffiths), having consulted with
Cairn, the Company's nominated adviser, consider that the terms of
the irrevocable undertaking are fair and reasonable insofar as
Shareholders are concerned.
Michael Bretherton and Andrew Mitchell, both of whom are
Directors, have confirmed they are subscribing in aggregate for
1,693,000 Placing Shares, which is deemed to be a related party
transaction pursuant to AIM Rule 13. Accordingly, only Nicholas
Woolard is considered to be an independent director of the Company
for the purposes of the Directors' Participation. Nicholas Woolard,
having consulted with Cairn, the Company's nominated adviser,
considers that the terms of the Directors' Participation are fair
and reasonable insofar as Shareholders are concerned.
The Directors' interests as at today and following completion of
the Placing and Open Offer are as follows:
Director Existing beneficial % Placing Shares Interest %
interest in subscribed in Ordinary of
Ordinary Shares for Shares after Enlarged
Open Offer Share
Admission Capital*
Michael Bretherton 0 0 1,385,000 1,385,000 0.9
Andrew Mitchell 0 0 308,000 308,000 0.2
Nicholas Woolard 0 0 0 0 0
* Assuming the Open Offer is taken up in full
Action to be taken in respect of the Open Offer
If you are a Qualifying Non-CREST Shareholder you will be sent
an Application Form which gives details of your Open Offer
Entitlement (i.e. the number of Open Offer Shares available to
you). If you wish to apply for Open Offer Shares under the Open
Offer, you should complete the Application Form in accordance with
the procedures set out in the Circular and on the Application Form
itself and post it, or return it by hand (during normal business
hours only), together with payment in full in respect of the number
of Open Offer Shares applied for, to Share Registrars Limited, The
Courtyard, 17 West Street, Farnham, Surrey, GU9 7DR so as to arrive
as soon as possible and in any event so as to be received by no
later than 11.00 a.m. on 15 April 2021.
If you are a Qualifying CREST Shareholder, no Application Form
has been sent to you. As a Qualifying CREST Shareholder you will
receive a credit to your appropriate stock account in CREST in
respect of your Open Offer Entitlement. You should refer to the
procedures set out in the Circular.
The latest time for applications to be received under the Open
Offer is 11.00 a.m. on 15 April 2021. The procedure for application
and payment depends on whether, at the time at which application
and payment is made, you have an Application Form in respect of
your Open Offer Entitlement or your Open Offer Entitlement has been
credited to your stock account in CREST. The procedures for
application and payment are set out in the Circular. Further
details also appear on the Application Form which has been sent to
Qualifying Non-CREST Shareholders. Qualifying CREST Shareholders
who are CREST sponsored members should refer to their CREST
sponsors regarding the action to be taken in connection with this
announcement and the Open Offer.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2021
Record Date for Open Offer Entitlements Close of business on
25 March
Announcement of the Open Offer 7.00 a.m. on 26 March
Publication and posting of the Circular 26 March
and posting of the Application Form to
Qualifying Shareholders
Ex-Entitlement Date 8.00 a.m. on 26 March
Open Offer Entitlements credited to stock as soon as possible
accounts of Qualifying CREST Shareholders after 8.00 a.m. on 29
in CREST March
Placing Admission and commencement of 8.00 a.m. on 1 April
dealings in Placing Shares
Recommended latest time for requesting 4.30 p.m. on 9 April
withdrawal of Open Offer Entitlements
from CREST
Recommended latest time for depositing 3.00 p.m. on 12 April
Open Offer Entitlements into CREST
Latest time and date for splitting of 3.00 p.m. on 13 April
Application Forms (to satisfy bona fide
market claims only)
Latest time and date for receipt of completed 11.00 a.m. on 15 April
Application Forms, and payment in full
under the Open Offer or settlement of
relevant CREST instructions (as appropriate)
Announcement of result of Open Offer 15 April
Open Offer Admission and commencement 8.00 a.m. on 21 April
of dealings in Open Offer Shares
CREST members' accounts credited in respect as soon as possible
of Open Offer Shares in uncertificated after 8.00 a.m. on 21
form April
Despatch of share certificates in respect 30 April
of Open Offer Shares
All times are London times and each of the times and dates are
subject to change. If any of the details contained in the timetable
above should change, the revised times and dates will be notified
by means of an announcement through a Regulatory Information
Service.
DEFINITIONS
"Act" the Companies Act 2006 of the
Isle of Man (as amended);
"AIM" the market of that name operated
by the London Stock Exchange;
"AIM Rules" the AIM Rules for Companies;
"Applicant" a Qualifying Shareholder or
a person entitled by virtue
of a bona fide market claim
who lodges an Application Form
or submits a valid USE instruction
in CREST in connection with
the Open Offer;
"Application Form" the application form enclosed
with the Circular for use by
Qualifying Non-CREST Shareholders
in connection with the Open
Offer;
"Articles" the articles of association
of the Company for the time
being;
"Cairn" Cairn Financial Advisers LLP,
the Company's Nominated Adviser;
"Company" or "Adams" Adams plc;
"Directors" or "Board" the directors of the Company
being Michael Bretherton, Nicholas
Woolard and Andrew Mitchell;
"Directors' Participation" the subscription by Michael
Bretherton and Andrew Mitchell,
both Directors of the Company,
for 1,385,000 and 308,000 Placing
Shares respectively pursuant
to the Placing;
"Enlarged Share Capital" the entire issued ordinary share
capital of the Company following
completion of the Placing and
Open Offer;
"Euroclear" Euroclear UK & Ireland Limited,
the operator of CREST;
"Ex-Entitlement Date" the date on which the Existing
Ordinary Shares are marked "ex"
for entitlement under the Open
Offer;
"Existing Ordinary Shares" the existing ordinary shares
of GBP0.01 each in the capital
of the Company in issue as at
the date of this announcement;
"FCA" the Financial Conduct Authority;
"FSMA" the Financial Services and Markets
Act 2000 (as amended);
"Issue Price" 6.5 pence per Placing Share
and per Open Offer Share;
"Irrevocable Undertakings" the irrevocable undertakings
by Richard Griffiths and David
Richardson to take up their
Open Offer Entitlements in full;
"London Stock Exchange" London Stock Exchange plc;
"New Ordinary Shares" the Placing Shares and the Open
Offer Shares;
"Official List" the Official List of the United
Kingdom Listing Authority;
"Open Offer" the conditional offer to Qualifying
Shareholders, constituting an
invitation to apply for Open
Offer Shares on the terms and
subject to the conditions set
out in the Circular and, in
the case of Qualifying Non-CREST
Shareholders, in the Application
Form;
"Open Offer Admission" the effective admission of the
Open Offer Shares to trading
on AIM
"Open Offer Entitlement" the entitlement to apply for
Open Offer Shares pursuant to
the Open Offer;
"Open Offer Shares" up to 61,914,924 Ordinary Shares
to be issued pursuant to the
Open Offer;
"Ordinary Shares" or "Shares" ordinary shares of GBP0.01 each
in the Company;
"Overseas Shareholders" shareholders who are resident
in or a citizen or national
of any country outside the United
Kingdom;
"Panel" the Panel on Takeovers and Mergers;
"Peterhouse" Peterhouse Capital Limited,
the Company's broker;
"Placing" the placing by Peterhouse on
behalf of the Company of the
Placing Shares at the Issue
Price;
"Placing Admission" the effective admission of the
Placing Shares to trading on
AIM;
"Placing Shares" the 8,650,000 new Ordinary Shares
which have been conditionally
placed with new investors pursuant
to the Placing;
"Placees" those persons who have conditionally
agreed to subscribe for Placing
Shares;
"Prospectus Regulation Rules" the Prospectus Regulation Rules
made by the Financial Conduct
Authority of the United Kingdom
("FCA") pursuant to sections
73A(1) and (4) of FSMA;
"Proposals" the Placing and the Open Offer;
"Qualifying CREST Shareholders" Qualifying Shareholders holding
Existing Ordinary Shares in
a CREST account;
"Qualifying Non-CREST Shareholders" Qualifying Shareholders holding
Existing Ordinary Shares in
certificated form;
"Qualifying Shareholders" shareholders whose Existing
Ordinary Shares are on the register
of members of the Company at
the close of business on the
Record Date with the exclusion
(subject to exemptions) of persons
with a registered address or
located or resident in any of
the Restricted Jurisdictions;
"Receiving Agent" Share Registrars Limited;
"Record Date" close of business on 25 March
2021;
"Restricted Jurisdiction" each and any of Australia, Canada,
Japan, United States, the Republic
of South Africa and any other
jurisdiction where the extension
or availability of the Open
Offer would breach applicable
law;
"Shareholders" holders of Existing Ordinary
Shares, and the term "Shareholder"
shall be construed accordingly;
and
"USE" unmatched stock event.
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END
IOEDKPBBFBKDNNB
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March 26, 2021 03:00 ET (07:00 GMT)
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