NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO
OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA,
RUSSIA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BREACH ANY
APPLICABLE LAW OR REGULATION.
THIS ANNOUNCEMENT CONTAINS INSIDE
INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014
(WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018), AS AMENDED BY REGULATION 11 OF THE MARKET
ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019/310.
12 July 2024
OTAQ plc
("OTAQ" or
the "Company"}
Result of General Meeting
Exercise of Broker Option
Director’s dealing
disclosure
OTAQ (OTAQ.AQ), a highly innovative technology company
targeting the aquaculture and offshore markets, announces that at
the General Meeting held earlier today all the resolutions put to
the meeting were duly approved by
Shareholders. Resolution 1 was put
to the meeting by way of a poll and was duly approved by those
Shareholders eligible to vote.
Resolution
(*indicates special
resolution)
|
Votes for
|
% of shares
voted
|
Votes
against
|
% of shares
voted
|
Total votes
(including withheld)
|
% of issued share
capital voted by Independent Shareholders eligible
to vote
|
Votes withheld by
Independent Shareholders eligible
to vote
|
Resolution
1:
Rule 9 Waiver as set out in the
Circular to shareholders dated 26 June 2024
|
43,162,335
|
100.0%
|
-
|
0.0%
|
43,163,623
|
60.6%
|
1,288
|
Resolution
2:
To the Convertible Loan
Notes
|
93,418,344
|
100.0%
|
-
|
0.0%
|
|
|
|
Resolution
3*:
To disapply statutory pre-emption
rights in respect of the issue of the Convertible Loan
Notes
|
93,418,344
|
100.0%
|
-
|
0.0%
|
|
|
|
Notes:
-
The full text of the Rule 9 Waiver Resolution is set out in
the Notice of the General Meeting, which can be found at Part III
of the Circular.
-
Any proxy appointments which gave discretion to the Chairman
have been included in the 'for' total.
-
A 'Vote withheld' is not counted towards the votes 'for' or
'against' the Rule 9 Waiver Resolution.
-
The total number of Ordinary Shares in issue on 10 July 2024
was 128,405,917.
-
Total Ordinary Shares held by the Independent Shareholders on
10 July 2024 was 71,264,839.
-
Total Ordinary Shares held by the Enlarged Concert Party on
10 July 2024 was 57,141,078.
-
In accordance with the terms of the waiver of Rule 9 of the
Takeover Code granted by the Takeover Panel, only Independent
Shareholders were permitted to vote on Resolution 1 (the Rule 9
Waiver Resolution).
Exercise of Broker Option
The Company is pleased to confirm that, in accordance with
the terms of the Placing Agreement, following the passing of the
Resolutions, the Company will now issue £1.7 million Placing
Convertible Loan Notes. In
addition, Dowgate Capital has exercised the Broker Option in
respect of a further £90,000 Broker Option Convertible Loan Notes.
As a result, a total of £1.79 million Convertible Loan Notes will
be issued today (the Initial Closing Date of the
Fundraise).
The net proceeds of the Convertible Loan Note issue will be
used to repay in full the CBILS Loan, for further product
development and for general working capital purposes.
Justine Dowds, Chief financial Officer, is participating in
the Fundraise by subscribing for £15,000 Convertible Loan Notes
through the Broker Option.
Capitalised terms used in this
announcement shall, unless defined in this announcement or unless
the context provides otherwise, bear the same meaning ascribed to
such terms in the Circular to Shareholders dated 26 June
2024.
Contacts:
OTAQ PLC
|
01524 748010
|
Adam Reynolds, Non-Executive Chairman
|
|
Phil Newby, Chief Executive Officer
|
|
Justine Dowds, Chief Financial Officer
|
|
|
|
Dowgate Capital Limited (AQSE
Corporate Advisor & Broker)
|
020 3903 7715
|
David Poutney / James Serjeant
Russell Cook / Nicholas Chambers
|
|
|
|
Guild Financial Advisory Limited
(Independent Financial Adviser)
|
david.floyd@guildfin.co.uk
|
David Floyd
|
|
|
|
Walbrook PR Limited
|
020 7933 8780 or Otaq@walbrookpr.com
|
Tom Cooper / Nick Rome
|
0797 122 1972 or 07748 325 236
|
|
|
|
About OTAQ
OTAQ is a highly innovative technology company targeting the
aquaculture and offshore markets. It already has a number of
established products in its portfolio and is focused on further
developing its presence, customer base and cross selling
opportunities within core markets both organically and via
acquisition.
OTAQ’s aquaculture products, which include a sonar device
(developed for Minnowtech LLC) to scan shrimp in ponds and water
quality monitoring, are focused on maximising welfare and
production yields. Additionally, the Company is developing a
potentially game changing live plankton analysis product for
finfish and shellfish farmers. It also continues to target
opportunities in the acoustic deterrent devices market via its
Sealfence product, which is used by salmon farmers, with global
opportunities in Chile, Australia, Canada and Norway.
OTAQ’s offshore product range includes OceanSense subsea leak
detection, Eagle IP camera systems, Lander seabed survey devices
and Subsea electrical connectors and penetrators. It is targeting a
number of growth opportunities in new territories and has a strong
client base including Expro, Amphenol and National Oilwell Varco.
The Company is also focused on the development of new products
through this division, with the aim of increased cross-deployment
of skills and technologies into the aquaculture arena.
The Company is also developing high accuracy location
trackers for specialist applications. Having already added clients
within safety and multiple participant sport/racing applications,
the Company is investigating wider market potential - including
opportunities in the seafood industry.
The Company makes this announcement,
including the notification(s) below, in accordance with the
requirements of the EU Market Abuse Regulation.
1
|
Details of the person discharging
managerial responsibilities / person closely associated
|
a)
|
Name
|
Justine Dowds
|
2
|
Reason for the
notification
|
a)
|
Position/status
|
Chief Financial Officer and PDMR
|
b)
|
Initial notification /Amendment
|
Initial Notification
|
3
|
Details of the issuer, emission
allowance market participant, auction platform, auctioneer or
auction monitor
|
a)
|
Name
|
OTAQ plc
|
b)
|
LEI
|
213800CZGMYB5XTUXJ52
|
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
Identification code
|
Ordinary shares of 1 penny each
ISIN: GB00BK6JQ137
|
b)
|
Nature of the transaction
|
Participation in subscription for Convertible Loan
Note
|
c)
|
Price(s) and volume(s)
|
Price: based
upon a conversion price of 3.0 pence per Ordinary Shares
Volume (principle value of Convertible Loan Notes): GBP15,000
of Convertible Loan Notes
|
d)
|
Aggregated information
|
N/A
|
e)
|
Date of the transaction
|
12 July 2024
|
f)
|
Place of the transaction
|
Outside a trading venue
|