THIS
ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN (TOGETHER THIS
"ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN,
INTO OR FROM THE UNITED STATES OF
AMERICA,
AUSTRALIA, NEW ZEALAND, CANADA, THE REPUBLIC OF
SOUTH AFRICA, JAPAN 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 ("RESTRICTED
JURISDICTION").
THIS
ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE
MARKET ABUSE REGULATION (EU) 596/2014 WHICH FORMS PART OF UK LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR"). IN
ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN
RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT,
WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE
INFORMATION, AS PERMITTED BY UK MAR. UPON THE PUBLICATION OF THIS
ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN
THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN
POSSESSION OF INSIDE INFORMATION.
THIS
ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY.
21 February 2024
HARDIDE PLC
("Hardide", the
"Group" or the "Company")
Result of Fundraising
Further to the announcement made at 4:35pm on
21 February 2024 of the proposed equity fundraising (the
"Fundraising
Announcement"), Hardide
is pleased to announce that it has conditionally raised gross
proceeds of £0.88 million at the Issue Price of 4.5p through (i)
the Placing of 16,999,996
Placing Shares to new and existing institutional investors
and (ii) the Subscription for 2,555,554 Subscription Shares by
certain directors of the Company (and their associates).
The Issue Price represents a
discount of 21.7 per cent. to
the closing middle market price of 5.75 pence per Ordinary Share on
20 February 2024, being the last business day prior to the
Fundraising Announcement. The Placing was undertaken
through an accelerated bookbuild process.
The net proceeds of the Fundraising will
provide the Company with the resources needed to meet the
Group's working capital
requirements and its corporate costs, at anticipated revenue
levels, for the remainder of the financial year to 30 September
2024.
Related party transaction
Certain of the Company's directors
(the "Subscribing
Directors"), have either themselves or through parties
affiliated with them, subscribed for an aggregate 2,555,554 new
Ordinary Shares at the Issue Price as part of the
Fundraising and their resulting
shareholdings on Admission will be as
follows:
Name
|
As at the date of this
Announcement
|
Immediately following
Admission
|
No. of existing Ordinary
Shares
|
Percentage of existing
Ordinary Share capital
|
No. of new Ordinary Shares
subscribed for
|
No. of Ordinary Shares held
following Admission
|
Percentage of enlarged
Ordinary Share capital
|
Andrew
Boyce*
|
7,830,336
|
13.29%
|
2,222,222
|
10,052,558
|
12.81%
|
Andrew
Magson
|
24,549
|
0.04%
|
166,666
|
191,215
|
0.24%
|
Matthew
Hamblin
|
-
|
-
|
111,111
|
111,111
|
0.14%
|
Timothy
Rice
|
27,625
|
0.05%
|
55,555
|
83,180
|
0.11%
|
* the shareholding
and subscription by Andrew Boyce includes that of his father and
associated entities
The FCA notification in relation to
the Subscribing Director transactions set out above made in
accordance with the requirements of UK MAR is appended
below.
The participation of the Subscribing
Directors in the Fundraising constitutes a related party
transaction under Rule 13 of the AIM Rules.
Accordingly, Stephen Paul, Simon
Hallam, Yuri Zhuk and Philip Kirkham, as
the independent directors for the purposes of the Fundraising,
consider, having consulted with the Company's Nominated Adviser,
Cavendish, that the terms of the participation in the Fundraising
by the Subscribing Directors are fair and reasonable insofar as the
Company's shareholders are concerned.
Canaccord Genuity Group Inc.
("Canaccord") has agreed to
subscribe, in aggregate, for 1,333,333 Placing Shares. Canaccord is
a related party of the Company for the purposes of the AIM Rules by
virtue of its status (together with associates) as a substantial
shareholder (as defined by the AIM Rules) in the Company. Stephen
Paul, Simon Hallam, Yuri Zhuk and Philip Kirkham,
as the independent directors in respect of the Fundraising, consider, having consulted with
the Company's nominated adviser, Cavendish, that the terms upon
which Canaccord has participated in the Placing are fair and
reasonable insofar as the Company's shareholders are
concerned.
Admission, Settlement and Dealings
Application has been made to the
London Stock Exchange for admission of a total of 19,555,550 new
Ordinary Shares (being the Fundraising Shares and those additional
new Ordinary Shares to be issued in respect of the satisfaction of
certain associated fees) to trading on AIM, being the market of
that name operated by the London Stock Exchange
("Admission").
It is expected that Admission will
take place on or around 8.00 a.m. on 23 February 2024 and that dealings in those new Ordinary Shares
on AIM will commence at the same time.
Following Admission, the Company
will have 78,457,509 Ordinary Shares
in issue. The new Ordinary Shares, when issued, will be fully paid
and will 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
issue.
Total Voting Rights
Following Admission, the total
number of Ordinary Shares in issue will be 78,457,509. The Company
does not hold any shares in treasury and therefore, following
Admission, the total number of voting shares in issue will be
78,457,509. This figure may be used by Shareholders 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.
Capitalised terms used in this Announcement
have the meanings given to them in the Fundraising Announcement,
unless the context requires otherwise.
For further
information:
Hardide plc
|
|
Andrew Magson, Non-Executive
Chair
Jackie Heddle, Communications
Manager
|
Tel: +44
(0) 1869 353 830
|
|
|
Cavendish Capital Markets Limited - Nominated Adviser and
Joint Broker
|
Tel: +44
(0) 20 7220 0500
|
Henrik Persson / Abigail
Kelly
|
|
|
|
Allenby Capital - Joint Broker
|
Tel: +44
(0) 20 3328 5656
|
Tony Quirke / Joscelin Pinnington -
Sales and Corporate Broking
Jeremy Porter / Dan Dearden-Williams
- Corporate Finance
|
|
|
|
|
|
1
|
Details of the person discharging managerial responsibilities
/ person closely associated
|
a)
|
Name
|
Andrew Boyce (and Peoples Closely
Associated)
|
2.
|
Reason for the Notification
|
a)
|
Position/status
|
Non-Executive Director
|
b)
|
Initial
notification/Amendment
|
Initial notification
|
3.
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
a)
|
Name
|
Hardide plc
|
b)
|
LEI
|
213800HLAUIIFKMU5G89
|
4.
|
Details of the transaction(s): section to be repeated for (i)
each type of instrument; (ii) each type of transaction; (iii) each
date; and (iv) each place where transactions have been
conducted
|
a)
|
Description of the Financial
instrument, type of instrument
|
Ordinary Shares of 4 pence
each
|
Identification code
|
GB00BJJPX768
|
b)
|
Nature of the transaction
|
Purchase of Ordinary
Shares
|
c)
|
Price(s) and volume(s)
|
Price(s)
|
Volume(s)
|
4.5p
|
2,222,222
|
|
d)
|
Aggregated information:
· Aggregated volume
· Price
|
See 4c) above
|
e)
|
Date of the transaction
|
21 February 2024
|
f)
|
Place of the transaction
|
London Stock Exchange, AIM Market
(XLON)
|
1
|
Details of the person discharging managerial responsibilities
/ person closely associated
|
a)
|
Name
|
Andrew Magson
|
2.
|
Reason for the Notification
|
a)
|
Position/status
|
Non-Executive Chair
|
b)
|
Initial
notification/Amendment
|
Initial notification
|
3.
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
a)
|
Name
|
Hardide plc
|
b)
|
LEI
|
213800HLAUIIFKMU5G89
|
4.
|
Details of the transaction(s): section to be repeated for (i)
each type of instrument; (ii) each type of transaction; (iii) each
date; and (iv) each place where transactions have been
conducted
|
a)
|
Description of the Financial
instrument, type of instrument
|
Ordinary Shares of 4 pence
each
|
Identification code
|
GB00BJJPX768
|
b)
|
Nature of the transaction
|
Purchase of Ordinary
Shares
|
c)
|
Price(s) and volume(s)
|
Price(s)
|
Volume(s)
|
4.5p
|
166,666
|
|
d)
|
Aggregated information:
· Aggregated volume
· Price
|
See 4c) above
|
e)
|
Date of the transaction
|
21 February 2024
|
f)
|
Place of the transaction
|
London Stock Exchange, AIM Market
(XLON)
|
1
|
Details of the person discharging managerial responsibilities
/ person closely associated
|
a)
|
Name
|
Matthew Hamblin
|
2.
|
Reason for the Notification
|
a)
|
Position/status
|
Non-Executive Director
|
b)
|
Initial
notification/Amendment
|
Initial notification
|
3.
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
a)
|
Name
|
Hardide plc
|
b)
|
LEI
|
213800HLAUIIFKMU5G89
|
4.
|
Details of the transaction(s): section to be repeated for (i)
each type of instrument; (ii) each type of transaction; (iii) each
date; and (iv) each place where transactions have been
conducted
|
a)
|
Description of the Financial
instrument, type of instrument
|
Ordinary Shares of 4 pence
each
|
Identification code
|
GB00BJJPX768
|
b)
|
Nature of the transaction
|
Purchase of Ordinary
Shares
|
c)
|
Price(s) and volume(s)
|
Price(s)
|
Volume(s)
|
4.5p
|
111,111
|
|
d)
|
Aggregated information:
· Aggregated volume
· Price
|
See 4c) above
|
e)
|
Date of the transaction
|
21 February 2024
|
f)
|
Place of the transaction
|
London Stock Exchange, AIM Market
(XLON)
|
1
|
Details of the person discharging managerial responsibilities
/ person closely associated
|
a)
|
Name
|
Timothy Rice
|
2.
|
Reason for the Notification
|
a)
|
Position/status
|
Non-Executive Director
|
b)
|
Initial
notification/Amendment
|
Initial notification
|
3.
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
a)
|
Name
|
Hardide plc
|
b)
|
LEI
|
213800HLAUIIFKMU5G89
|
4.
|
Details of the transaction(s): section to be repeated for (i)
each type of instrument; (ii) each type of transaction; (iii) each
date; and (iv) each place where transactions have been
conducted
|
a)
|
Description of the Financial
instrument, type of instrument
|
Ordinary Shares of 4 pence
each
|
Identification code
|
GB00BJJPX768
|
b)
|
Nature of the transaction
|
Purchase of Ordinary
Shares
|
c)
|
Price(s) and volume(s)
|
Price(s)
|
Volume(s)
|
4.5p
|
55,555
|
|
d)
|
Aggregated information:
· Aggregated volume
· Price
|
See 4c) above
|
e)
|
Date of the transaction
|
21 February 2024
|
f)
|
Place of the transaction
|
London Stock Exchange, AIM Market
(XLON)
|