NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, OR INTO OR WITHIN THE UNITED STATES,
AUSTRALIA, NEW ZEALAND, CANADA, SOUTH AFRICA OR JAPAN, OR ANY
MEMBER STATE OF THE EEA, OR ANY OTHER JURISDICTION WHERE, OR TO ANY
OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE A VIOLATION OR
BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE
IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
THE
COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR
MATERIALS RELATING TO THE RETAIL OFFER AS A FINANCIAL PROMOTION IS
ONLY BEING MADE TO, AND MAY ONLY BE ACTED UPON BY, THOSE PERSONS IN
THE UNITED KINGDOM FALLING WITHIN ARTICLE 43 OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMENDED (WHICH INCLUDES AN EXISTING MEMBER OF CAP-XX
LIMITED). ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND WILL BE
ENGAGED IN ONLY WITH SUCH PERSONS. THIS ANNOUNCEMENT IS FOR
INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART
OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF
AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF CAP-XX
LIMITED.
21 March 2024
CAP-XX
Limited
("CAP-XX" or the
"Company")
Retail Offer to raise up to
£200,000
CAP-XX Limited (AIM: CPX), a world
leader in the design and manufacture of supercapacitors and energy
management systems, is pleased to announce
a retail offer via REX (the "Retail Offer") of ordinary shares
("Ordinary Shares") of no
par value in the capital of the Company (the " Retail Offer Shares"). The aggregate
gross proceeds of the Retail Offer shall not exceed
£200,000.
In addition to the Retail Offer, the
Company is also conducting a placing and subscription of new
Ordinary Shares (the "Placing
Shares" and the "Subscription Shares" together with the
Retail Offer Shares, the "New Ordinary Shares") to raise
approximately £2.0 million before expenses at a price of 0.1 pence
per new Ordinary Share (the "Issue
Price") through an accelerated bookbuild process (the
"Placing"). The issue price
of the Retail Offer Shares is equal to the Issue Price.
A separate announcement has been
made earlier today regarding the Placing and Subscription and its
terms. For the avoidance of doubt, the Retail Offer is not part of
the Placing.
The issue of the Retail Offer Shares
is conditional upon the passing of a resolution to be put to
shareholders of the Company at a General Meeting, expected to be
held at the offices of CAP-XX Limited at Unit 1/13A Stanton Road,
Seven Hills, Australia at 5 p.m. AEST, 8 a.m. BST on 23 April
2024. In addition, the Retail Offer
and the Placing are conditional, inter alia, upon the New Ordinary
Shares being admitted to trading on the AIM market of the London
Stock Exchange plc. ("Admission"). Admission of the Retail
Offers Shares is expected to take place at 8.00 a.m. on 25 April
2024. Completion of the Retail Offer is conditional, inter alia, upon the completion of the
Placing.
Retail Offer
The Company values its retail
shareholder base and believes that it is appropriate to provide its
existing retail shareholders in the United Kingdom the opportunity
to participate in the Retail Offer via participating financial
intermediaries.
Therefore, the Company is making the
Retail Offer open to eligible investors in the United Kingdom
following release of this announcement through the REX
platform.
The Retail Offer is expected to
close by 3 p.m. on 22 March 2024. Eligible shareholders should note
that financial intermediaries may have earlier closing
times.
At the time of this announcement,
the following intermediaries have confirmed their participation in
the Retail Offer:
·
AJ Bell
·
Hargreaves Lansdown
·
interactive investor
Other retail brokers or wealth
managers wishing to participate in the Retail Offer on behalf of
existing retail shareholders should contact
info@rexretail.com.
To be eligible to participate in the
Retail Offer, applicants must be a customer of a participating
intermediary and, as at the date hereof, must be a shareholder in
the Company.
Eligible investors wishing to
subscribe for Retail Offer Shares should contact their broker or
wealth manager who will confirm if they are participating in the
Retail Offer.
There is a minimum subscription of
£50 per investor. The terms and conditions on which investors
subscribe will be provided by the relevant financial intermediaries
including relevant commission or fee charges.
The Company reserves the right to
scale back any order under the Retail Offer at its discretion. The
Company reserves the right to reject any application for
subscription under the Retail Offer without giving any reason for
such rejection.
It is vital to note that once an
application for Retail Offer Shares has been made and accepted via
an intermediary, it cannot be withdrawn.
The New Ordinary Shares will, when
issued, be credited as fully paid and will rank pari passu in all respects with
existing Ordinary Shares including the right to receive all
dividends and other distributions declared, made or paid after
their date of issue.
It is a term of the Retail Offer
that the total value of the Retail Offer Shares available for
subscription at the Issue Price does not exceed
£200,000.
The Retail Offer is offered in the
United Kingdom under the exemption from the requirement to publish
a prospectus in section 86(1)(e) of FSMA. As such, there is no need
for publication of a prospectus pursuant to the Prospectus
Regulation Rules of the Financial Conduct Authority, or for
approval of the same by the Financial Conduct Authority. The Retail
Offer is not being made into any jurisdiction other than the United
Kingdom.
No offering document, prospectus or
admission document has been or will be prepared or submitted to be
approved by the Financial Conduct Authority (or any other
authority) in relation to the Retail Offer, and investors'
commitments will be made solely on the basis of the information
contained in this announcement and information that has been
published by or on behalf of the Company prior to the date of this
announcement by notification to a Regulatory Information Service in
accordance with the Financial Conduct Authority's Disclosure
Guidance and Transparency Rules, the Market Abuse Regulation (EU
Regulation No. 596/2014) ("MAR") and MAR as it forms part of
United Kingdom law by virtue of the European Union (Withdrawal) Act
2018 (as amended).
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.
It
should be noted that a subscription for Retail Offer Shares and
investment in the Company carries a number of risks. Investors
should take independent advice from a person experienced in
advising on investment in securities such as the Retail Offer
Shares if they are in any doubt.
An investment in the Company will
place capital at risk. The value of investments, and any income,
can go down as well as up, so investors could get back less than
the amount invested.
Neither past performance nor any
forecasts should be considered a reliable indicator of future
results.
For
further information contact:
CAP-XX Limited
Patrick Elliott (Non-Executive
Chairman)
Lars Stegmann (CEO)
|
+61 (0) 2 9428 0139
|
REX
Retail
|
info@rexretail.com
|
Allenby Capital
(Nominated Adviser and Sole
Bookrunner)
David Hart / Piers Shimwell (Corporate
Finance)
Tony Quirke / Stefano Aquilino (Sales and
Corporate Broking)
|
+44 (0) 20 3328 5656
|
Kreab
(Financial PR)
Robert Speed
|
+44 (0) 20 7074 1800
|
|
|
More information is available at
www.cap-xx.com
The Company's LEI is 213800HECUSIYXH3WN26
This announcement should be read in its entirety. In
particular, the information in the "Important Notices" section of
the announcement should be read and understood.
Important Notices
The content of this announcement has
been prepared by and is the sole responsibility of the
Company.
This announcement and the
information contained herein is not for release, publication or
distribution, directly or indirectly, in whole or in part, in or
into or from the United States (including its territories and
possessions, any state of the United States and the District of
Columbia (the "United
States" or "US")),
Australia, Canada, New Zealand, Japan, the Republic of South
Africa, any member state of the EEA or any other jurisdiction where
to do so might constitute a violation of the relevant laws or
regulations of such jurisdiction.
The Retail Offer Shares have not
been and will not be registered under the US Securities Act of
1933, as amended (the "US
Securities Act") or under the applicable state securities
laws of the United States and may not be offered or sold directly
or indirectly in or into the United States. No public offering of
the Retail Offer Shares is being made in the United States. The
Retail Offer Shares are being offered and sold outside the United
States in "offshore transactions", as defined in, and in compliance
with, Regulation S under the US Securities Act. In addition, the
Company has not been, and will not be, registered under the US
Investment Company Act of 1940, as amended.
This announcement does not
constitute an offer to sell or issue or a solicitation of an offer
to buy or subscribe for Retail Offer Shares in the United States,
Australia, Canada, New Zealand, Japan, the Republic of South
Africa, any member state of the EEA or any other jurisdiction in
which such offer or solicitation is or may be unlawful. No public
offer of the securities referred to herein is being made in any
such jurisdiction.
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 US Securities Act, 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.
The distribution of this
announcement may be restricted by law in certain jurisdictions and
persons into whose possession any document or other information
referred to herein comes should inform themselves about and observe
any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such
jurisdiction.
REX is a proprietary technology
platform owned and operated by Peel Hunt LLP (registered address at
7th Floor, 100 Liverpool Street, London EC2M 2AT; FRN 530083). Peel
Hunt LLP ("Peel Hunt") is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting exclusively for the Company and for
no-one else and will not regard any other person (whether or not a
recipient of this announcement) as its client in relation to the
Retail Offer and will not be responsible to anyone other than the
Company for providing the protections afforded to its clients, nor
for providing advice in connection with the Retail Offer, Admission
and the other arrangements referred to in this
announcement.
The value of Ordinary Shares and the
income from them is not guaranteed and can fall as well as rise due
to stock market movements. When you sell your investment, you may
get back less than you originally invested. Figures refer to past
performance and past performance is not a reliable indicator of
future results. Returns may increase or decrease as a result of
currency fluctuations.
Certain statements in this
announcement are forward-looking statements which are based on the
Company's expectations, intentions and projections regarding its
future performance, anticipated events or trends and other matters
that are not historical facts. These forward-looking statements,
which may use words such as "aim", "anticipate", "believe",
"intend", "estimate", "expect" and words of similar meaning,
include all matters that are not historical facts. These
forward-looking statements involve risks, assumptions and
uncertainties that could cause the actual results of operations,
financial condition, liquidity and dividend policy and the
development of the industries in which the Company's businesses
operate to differ materially from the impression created by the
forward-looking statements. These statements are not guarantees of
future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to
differ materially from those expressed or implied by such
forward-looking statements. Given those risks and uncertainties,
prospective investors are cautioned not to place undue reliance on
forward-looking statements.
These forward-looking statements
speak only as at the date of this announcement and cannot be relied
upon as a guide to future performance. The Company and Peel Hunt
expressly disclaim any obligation or undertaking to update or
revise any forward-looking statements contained herein to reflect
actual results or any change in the assumptions, conditions or
circumstances on which any such statements are based unless
required to do so by the Financial Conduct
Authority, the London Stock Exchange or applicable law.
The information in this announcement
is for background purposes only and does not purport to be full or
complete. None of Peel Hunt or any of its affiliates, accepts any
responsibility or liability whatsoever for, or makes any
representation or warranty, express or implied, as to this
announcement, including the truth, accuracy or completeness of the
information in this announcement (or whether any information has
been omitted from the announcement) or any other information
relating to the Company or associated companies, whether written,
oral or in a visual or electronic form, and howsoever transmitted
or made available or for any loss howsoever arising from any use of
the announcement or its contents or otherwise arising in connection
therewith. Peel Hunt and its affiliates, accordingly disclaim 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 its contents or otherwise arising in connection
therewith.
Any indication in this announcement
of the price at which the Ordinary Share have been bought or sold
in the past cannot be relied upon as a guide to future performance.
Persons needing advice should consult an independent financial
adviser. No statement in this announcement is intended to be a
profit forecast and no statement in this announcement should be
interpreted to mean that earnings or target dividend per share of
the Company for the current or future financial years would
necessarily match or exceed the historical published earnings or
dividends per share of the Company.
Neither the content of the Company's
website (or any other website) nor the content of any website
accessible from hyperlinks on the Company's website (or any other
website) is incorporated into or forms part of this announcement.
The Retail Offer Shares to be issued or sold pursuant to the Retail
Offer will not be admitted to trading on any stock exchange other
than the London Stock Exchange.
It
is further noted that the Retail Offer is only open to investors in
the United Kingdom who fall within Article 43 of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (which includes an existing member of the
Company).