TIDMSRC
RNS Number : 3017U
SigmaRoc PLC
22 November 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO 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 OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR MATERIALS RELATING
TO THE REX INTERMEDIARIES OFFER ARE ONLY BEING COMUNICATED 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 AMED (WHICH INCLUDES AN
EXISTING MEMBER OF SIGMAROC PLC). 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 INFORMATION 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 SIGMAROC PLC.
22 November 2023
SigmaRoc plc
REX Intermediaries Offer
SigmaRoc plc ("SigmaRoc" or the "Company") (AIM: SRC) is pleased
to announce an offer to its existing retail shareholders via the
REX platform (the "REX Intermediaries Offer") of new ordinary
shares of 1 penny each in the capital of the Company (the "REX
Intermediaries Offer Shares").
In addition to the REX Intermediaries Offer, the Company is also
conducting a placing of new ordinary shares (the "Placing Shares"
and together with the REX Intermediaries Offer Shares, the
"Fundraising Shares") through an accelerated bookbuild process (the
"Placing"). The price of the Fundraising Shares is 47.5p (the
"Issue Price").
A separate announcement has been made regarding the Placing and
its terms. For the avoidance of doubt, the REX Intermediaries Offer
is not part of the Placing.
The REX Intermediaries Offer and the Placing are conditional on,
the Fundraising Shares being admitted to trading on the AIM market
operated by the London Stock Exchange plc ("Admission"). Admission
is expected to take place at 8.00 a.m. on 4 January 2024.
Completion of the REX Intermediaries Offer is conditional, inter
alia, upon the completion of the Placing.
REX Intermediaries 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 REX
Intermediaries Offer via participating financial
intermediaries.
Therefore, the Company is making the REX Intermediaries Offer
open to eligible shareholders in the United Kingdom following
release of this announcement.
The REX Intermediaries Offer is expected to close at short
notice. 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 REX Intermediaries
Offer:
-- AJ Bell Securities Ltd
-- Hargreaves Lansdown Asset Management Limited
-- Interactive Investor Services Limited
Other retail brokers or wealth managers wishing to participate
in the REX Intermediaries Offer on behalf of existing retail
shareholders, should contact info@rexretail.com.
To be eligible to participate in the REX Intermediaries Offer,
applicants must be a customer of a participating intermediary and,
as at the date hereof and prior to placing an order for REX
Intermediaries Offer Shares, must be a shareholder of the
Company.
Eligible shareholders wishing to subscribe for REX
Intermediaries Offer Shares should contact their broker or wealth
manager who will confirm if they are participating in the REX
Intermediaries Offer.
There is a minimum subscription of GBP50 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
REX Intermediaries Offer at its discretion. The Company reserves
the right to reject any application for subscription under the REX
Intermediaries Offer without giving any reason for such
rejection.
It is vital to note that once an application for REX
Intermediaries Offer Shares has been made and accepted via an
intermediary, it cannot be withdrawn.
The REX Intermediaries Offer Shares will, when issued, be
credited as fully paid and will rank pari passu in all respects
with existing ordinary shares in the capital of the Company
("Ordinary Shares") including the right to receive all dividends
and other distributions declared, made or paid after their date of
issue.
The REX Intermediaries Offer is an offer to subscribe for
transferable securities, the terms of which ensure that the Company
is exempt from the requirement to issue a prospectus under
Regulation (EU) 2017/1129 as it forms part of UK law by virtue of
the European Union (Withdrawal) Act 2018 as amended ("EUWA"). It is
a term of the REX Intermediaries Offer that the aggregate total
consideration payable for the REX Intermediaries Offer Shares will
not exceed GBP5,000,000 (or the equivalent in Euros). The exemption
from the requirement to publish a prospectus in section 86(1)(e) of
the Financial Services and Markets Act 2000 (as amended), will
apply to the REX Intermediaries Offer. 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 REX Intermediaries 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 REX
Intermediaries 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 AIM Rules for Companies, the Market Abuse Regulation (EU
Regulation No. 596/2014) ("MAR") and MAR as it forms part of United
Kingdom law by virtue of EUWA.
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 REX Intermediaries
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 REX
Intermediaries 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
SigmaRoc plc T: +44 (0)207 002 1080
Max Vermorken / Garth Palmer
REX Retail
Info@rexretail.com
Further information on the Company can be found on its website
at https://www.sigmaroc.com/
The Company's LEI is 213800Q3CJUERBGD1E44
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 contents of this announcement have 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 REX Intermediaries Offer Shares have not been and will not
be registered under the United States Securities Act of 1933, as
amended (the "US Securities Act"), or under the applicable
securities laws of any state or other jurisdiction of the United
States, and may not be offered, sold, taken up, 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 relevant state or other jurisdiction of the
United States. There will be no public offering of the REX
Intermediaries Offer Shares in the United States. The REX
Intermediaries Offer Shares are being offered and sold only outside
the United States in "offshore transactions" in reliance on and in
accordance with Regulation S ("Regulation S") under the US
Securities Act.
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 of 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.
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 or subscribe for, securities in the United States,
Canada, Australia, New Zealand, the Republic of South Africa,
Japan, or in any jurisdiction in which such offer or solicitation
is unlawful. This announcement is not for publication or
distribution, directly or indirectly, in whole or in part, in or
into the United States, Canada, Australia, New Zealand, the
Republic of South Africa or Japan, nor in any country or territory
where to do so may contravene local securities laws or regulations.
The distribution of this announcement (or any part of it or any
information contained within it) in other jurisdictions may be
restricted by law and therefore persons into whose possession this
announcement (or any part of it or any information contained within
it) comes should inform themselves about and observe any such
restriction. Any failure to comply with these restrictions may
constitute a violation of the securities law of any such
jurisdictions. The REX Intermediaries Offer Shares have not been
and will not be registered under the US Securities Act nor under
the applicable securities laws of any state or other jurisdiction
of the United States or any province or territory of Canada,
Australia, New Zealand, the Republic of South Africa or Japan.
Accordingly, the REX Intermediaries Offer Shares may not be offered
or sold directly or indirectly in or into the United States,
Canada, Australia, New Zealand, the Republic of South Africa or
Japan or to any resident of the United States, Canada, Australia,
New Zealand, the Republic of South Africa or Japan.
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
REX Intermediaries 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 REX
Intermediaries 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 REX Intermediaries
Offer Shares to be issued or sold pursuant to the REX
Intermediaries Offer will not be admitted to trading on any stock
exchange other than the London Stock Exchange.
It is further noted that the REX Intermediaries 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).
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
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END
IOEGLBDBLSDDGXD
(END) Dow Jones Newswires
November 22, 2023 02:01 ET (07:01 GMT)
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