TIDMPIRI
RNS Number : 8095K
Pires Investments PLC
24 April 2020
Pires Investments plc
(" Pires" or the "Company")
Placing and conditional placing to raise GBP1,060,000
Conditional grant of 53,000,000 Placing Warrants
Related party transaction
Pires announces that it has placed 53,000,000 new ordinary
shares to raise gross proceeds of GBP1,060,000. 22,714,286 new
ordinary shares in the Company (the "Placing Shares") have been
placed at a price of 2.0 pence per share (the "Placing Price"),
representing a 14.9% discount to the closing mid-market price on 23
April 2020, raising gross proceeds of GBP454,286 (the
"Placing").
Furthermore, conditional on shareholder authorities being
granted at the shortly to be convened Annual General Meeting, the
Company has placed a further 30,285,714 new ordinary shares in the
Company (the "Conditional Placing Shares") at the Placing Price,
raising additional gross proceeds of GBP605,714 (the "Conditional
Placing").
Placees will also conditionally receive one warrant for each
ordinary share subscribed for, exercisable at 4 pence for a period
of two years from their date of issue (the "Placing Warrants") and
expiring on the two-year anniversary of the date of issue . In
aggregate, 53,000,000 Placing Warrants have been conditionally
issued. The issue of the Placing Warrants is conditional on
shareholder authorities being granted at the shortly to be convened
Annual General Meeting.
Funds have been raised from both existing shareholders and new
investors. Mr. Chris Akers, a new investor in the Company, has
subscribed for 17,500,000 Placing Shares and Conditional Placing
Shares, representing 14.7% of the Company's enlarged issued share
capital (assuming that all three tranches of the Placing complete
in accordance with its terms).
The Placing Shares and the Conditional Placing Shares will be
issued in three tranches further details of which are set out in
the table below:-
Number of Shares Expected date Placing
Shares and Conditional
Placing Shares will
be admitted to trading
on AIM
Tranche 1 - Placing 7,571,429 15 May 2020
----------------- ------------------------
Tranche 2 - Placing 15,142,857 1 June 2020
----------------- ------------------------
Tranche 3 - Conditional 30,285,714 30 June 2020
Placing
----------------- ------------------------
Total 53,000,000
----------------- ------------------------
The Placing Shares and the Conditional Placing Shares will rank
pari passu with the existing ordinary shares.
Background to the Placing
In 2019, the Company extended its investing policy to focus on
the technology sector and has since invested in Sure Valley
Ventures (" SVV "), a venture capital fund focused on investing in
the software sector with a specific focus on the augmented/virtual
reality, artificial intelligence and IoT sectors. Since making the
investment in SVV, the Company has already achieved a return of
EUR803,274, of which EUR721,274 has already been received in cash
by the Company from the sale of one of SVV's portfolio companies,
Artomatix. The sale price of Artomatix represents around 500% of
the company's valuation at the time SVV made its initial investment
. Pires has a 13% interest in SVV.
On 10 March 2020, the Company announced that it had invested
EUR250,000 in Getvisibility, an artificial intelligence security
company, addressing problems corporations face in storing, sorting,
accessing and protecting data which is today even more important
given the recent increase in cybercrime associated with the
Covid-19 crisis.
The Company is now seeing an increased volume of new
opportunities and therefore the Board believes that it is important
to have additional funds available to take advantage of these
investment opportunities as they arise.
Related party transactions
RGO has an existing interest over 16,149,993 ordinary shares in
the Company, representing 24.3% of the Company's issued share
capital and, as such, is a substantial shareholder as defined in
the AIM Rules for Companies (" AIM Rules "). Accordingly, the
transaction between the Company and RGO is a related party
transaction (" Transaction ") pursuant to Rule 13 of the AIM Rules
. Nicholas Lee, a director of the Company, is also the Investment
Director of RGO and, accordingly, has not been involved in the
approval of the Placing by the Company's board. RGO has agreed to
subscribe for 10,750,000 new ordinary shares in the Placing,
bringing its aggregate holding to 26,899,993 or 22.5% of the
Company's issued share capital as enlarged by the Placing.
The directors of the Company independent of the Transaction,
having consulted with the Company's nominated adviser, Cairn
Financial Advisers LLP, consider the terms of the Transaction to be
fair and reasonable insofar as the Company's shareholders are
concerned.
Total voting rights
In conformity with DTR 5.6.1, the Company notifies that as at
the date of this announcement, it has a single class of shares in
issue being Ordinary Shares and the total number of Ordinary Shares
in issue is currently 66,672,465. There are no Ordinary Shares held
in treasury. Each Ordinary Share entitles the holder to a single
vote at general meetings of the Company. Th is figure will increase
to 119,472,465 Ordinary Shares once the proposed placing is
completed. Further announcements will be made in due course as and
when the Placing Shares are issued.
Peter Redmond, Chairman of Pires, commented:
"We are pleased that we have been able to raise new funding to
implement our strategy and we welcome Chris Akers as a new
shareholder with his proven track record of investing in the
technology sector. We believe this is a very exciting time for the
Company and I look forward to updating the market on subsequent
developments."
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014.
The person who arranged for the release of this information is
Nicholas Lee, a director of the Company.
Enquiries:
Pires Investments plc
Peter Redmond, Chairman Tel: +44 (0) 20 3368 8961
Nicholas Lee, Director
Nominated Adviser
Cairn Financial Advisers LLP Tel: +44 (0) 20 7213 0880
Liam Murray
Ludovico Lazzaretti
Broker
Peterhouse Capital Limited Tel: +44 (0) 20 7469 0935
Duncan Vasey/Lucy Williams Tel: +44 (0) 20 7469 0936
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END
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