TIDMAFN
RNS Number : 2429K
ADVFN PLC
20 December 2022
THIS ANNOUNCEMENT, INCLUDING THE APPIX TO THIS ANNOUNCEMENT, AND
THE INFORMATION CONTAINED IN IT, IS RESTRICTED AND IS NOT FOR
PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA,
JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN
WHICH IT WOULD BE UNLAWFUL TO DO SO.
20 December 2022
ADVFN plc
("ADVFN" or the "Company")
Open Offer timetable and AGM
On 6 December 2022, ADVFN announced a proposed equity fundraise
of up to approximately GBP6.82 million, before expenses, through an
Open Offer pursuant to which Qualifying Shareholders are able to
subscribe at an Issue Price of 33 pence per Open Offer Share on the
basis of 11 Open Offer Shares for every 14 Existing Ordinary Shares
for an aggregate of up to 20,676,322 Open Offer Shares. Qualifying
Shareholders are also able to apply for Excess Shares through an
Excess Application Facility.
The Board of ADVFN is aware that due to postal disruption and
other industrial action, a number of shareholders who have
expressed an interest in participating in the Open Offer are
concerned that due to delays in receiving the necessary
documentation either directly or from nominees, they may be unable
to submit their applications by the current closing date of 11.00am
on 21 December 2022. The Board has therefore decided to extend the
closing date of the Open Offer (as permitted by the terms of the
Open Offer) to 11.00am on Thursday, 5 January 2023. The Board
believes that this should provide sufficient additional time for
affected Qualifying Shareholders. The Open Offer timetable as
extended is set out in the Appendix to this announcement.
Similarly, the Board has also decided to adjourn the Annual
General Meeting (which had otherwise been convened for 10.00am on
29 December 2022) to 10.00am on 13 January 2023. An updated Annual
General Meeting notice with details of the adjourned meeting is
being sent to shareholders. Proxies appointed and Forms of Proxy
returned will remain valid for the adjourned Annual General
Meeting. Shareholders who would like to attend the Annual General
Meeting in person are requested to only attend the reconvened
meeting on 13 January 2023 as no business will be conducted on 29
December 2022.
This announcement should be read in conjunction with the full
text of the circular issued on 6 December 2022 ("Circular"). All
capitalised/defined terms used in this announcement and not
otherwise defined shall have the meanings given to them in the
Circular.
A copy of this announcement is available on the Company's
website, www.advfnplc.com.
For further information please contact:
ADVFN plc
Amit Tauman (CEO) +44 (0) 203 8794 460
Beaumont Cornish Limited
(Nominated Adviser)
Michael Cornish
Roland Cornish +44 (0) 207 628 3396
Peterhouse Capital Limited
(Broker)
Eran Zucker +44 (0) 207 469 0930
IMPORTANT NOTICES
Beaumont Cornish Limited ("Beaumont Cornish"), which is
authorised and regulated in the United Kingdom by the FCA and is a
member of the London Stock Exchange, is the Company's nominated
adviser for the purposes of the AIM Rules. Beaumont Cornish is
acting exclusively for the Company and will not regard any other
person (whether or not a recipient of this announcement) as a
client and will not be responsible to anyone other than the Company
for providing the protections afforded to its clients nor for
providing advice in relation to the contents of this document or
any other matter referred to herein. Beaumont Cornish's
responsibilities as the Company's nominated adviser under the AIM
Rules for Nominated Advisers are owed to the London Stock Exchange
and not to any other person and in particular, but without
limitation, in respect of their decision to acquire Open Offer
Shares or Open Offer Warrants in reliance on any part of this
announcement. Beaumont Cornish has not authorised the contents of
this announcement for any purpose and no liability whatsoever is
accepted by Beaumont Cornish nor does it make any representation or
warranty, express or implied, as to the accuracy of any information
or opinion contained in this announcement or for the omission of
any information. Beaumont Cornish expressly disclaims all and any
responsibility or liability whether arising in tort, contract or
otherwise which it might otherwise have in respect of this
announcement.
Peterhouse House Capital Limited ("Peterhouse"), which is
authorised and regulated in the United Kingdom by the FCA and is a
member of the London Stock Exchange, is the Company's broker for
the purposes of the AIM Rules. Peterhouse is acting exclusively for
the Company and will not regard any other person (whether or not a
recipient of this announcement) as a client and will not be
responsible to anyone other than the Company for providing the
protections afforded to its clients nor for providing advice in
relation to the contents of this announcement or any other matter
referred to herein. Peterhouse has not authorised the contents of
this announcement for any purpose and no liability whatsoever is
accepted by Peterhouse nor does it make any representation or
warranty, express or implied, as to the accuracy of any information
or opinion contained in this announcement or for the omission of
any information. Peterhouse expressly disclaims all and any
responsibility or liability whether arising in tort, contract or
otherwise which it might otherwise have in respect of this
announcement.
No representation, responsibility or warranty, expressed or
implied, is made by ADVFN plc, Beaumont Cornish, Peterhouse or any
of their respective directors, officers, employees or agents as to
any of the contents of this announcement in connection with the
Open Offer or any other matter referred to in this
announcement.
Notice to overseas persons
The distribution of this announcement, the Open Offer Document
and/or the Application Form in jurisdictions other than the United
Kingdom may be restricted by applicable laws or regulations. This
announcement does not constitute an offer to sell or an invitation
to subscribe for, or solicitation of an offer to subscribe for or
buy Open Offer Shares to any person in any jurisdiction to whom it
is unlawful to make such offer or solicitation.
Neither the Open Offer Shares nor the Open Offer Warrants have
been, and will not be, registered under the Securities Act or
qualified for sale under the laws of any state of the United States
or under the applicable laws of any of Canada, Australia, Japan or
the Republic of South Africa and, subject to certain exceptions,
may not be offered or sold in the United States or to, or for the
account or benefit of, US persons (as such term is defined in
Regulation S under the Securities Act) or to any national, resident
or citizen of Canada, Australia, Japan or Republic of South
Africa.
In respect of the offering in Israel of the securities offered
hereunder, this Open Offer Document has not been approved by the
Israeli Securities Authority, and that any offer in Israel is
limited exclusively to special types of investors enumerated in the
first schedule of the Israeli Securities Law, 5728-1968 (known as
"Qualified Investors") and to certain non-qualified investors, as
permitted under such Law. Further, the Company may require, as a
condition to the purchase of the offered securities by an Israeli
offeree, that such offeree executes additional agreements and
certifications, and provides such additional information, as may be
required to comply with Israeli law. This announcement may not be
reproduced or used for any other purpose, nor be furnished to any
person in Israel other than those to whom copies have been
specifically provided by the Company. By purchasing securities
offered hereunder, any such offeree confirms that it is purchasing
the same for its own benefit and account, and not with the aim or
intention of distributing or offering such securities to other
parties. All offerees are encouraged to seek competent investment
advice from a locally licensed investment advisor prior to making
any investment.
Neither the Open Offer Shares nor the Open Offer Warrants have
been and will not be registered under the United States Securities
Act of 1933, as amended, or under the applicable securities laws of
any state or other jurisdiction of the United States or qualified
for distribution under any applicable securities laws in any other
Restricted Jurisdiction. The Open Offer Shares may not be offered,
sold, taken up, resold, transferred or delivered, directly or
indirectly, within, into or in the United States except pursuant to
an applicable exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and in
compliance with the securities laws of any state or other
jurisdiction of the United States. The Open Offer Shares and Open
Offer Warrants are being offered and sold either: (i) outside the
United States in offshore transactions within the meaning of, and
in accordance with, the safe harbour from the registration
requirements in Regulation S under the Securities Act; or (ii) in
the United States in private placement transactions not involving
any public offering in reliance on the exemption from the
registration requirements of Section 5 of the Securities Act
provided by Section 4(2) under the Securities Act or another
applicable exemption therefrom. There will be no public offer of
the Open Offer Shares in the United States.
None of the Open Offer Shares or Open Offer Warrants, the
Application Form, this announcement nor any other document
connected with the Open Offer has been nor will be approved or
disapproved by the United States Securities and Exchange Commission
nor by the securities commissions of any state or other
jurisdiction of the United States or any other regulatory
authority, nor have any of the foregoing authorities or any
securities commission passed upon or endorsed the merits of the
offering of the Open Offer Shares nor Open Offer Warrants, the
Application Form or the accuracy nor adequacy of this announcement
nor any other document connected with the Open Offer. Any
representation to the contrary is a criminal offence.
The ability of Qualifying Shareholders to participate in the
Open Offer may be restricted in certain jurisdictions. The
attention of Overseas Shareholders is drawn to paragraph 6 of Part
III "Terms and conditions of the Open Offer" of the Open Offer
Document.
Appendix
EXPECTED EXTENDED TIMETABLE OF PRINCIPAL EVENTS
2022
Recommended latest time and date for requesting 29 December
withdrawal of Open Offer Entitlements and
Excess CREST Open Offer Entitlements from
CREST
Latest time and date for depositing Open 30 December
Offer Entitlements and Excess CREST Open
Offer Entitlements into CREST
2023
Latest time and date for splitting Application 3 January
Forms (to satisfy bona fide market claims
in relation to Open Offer Entitlements only)
Latest time and date for receipt of completed 11 a.m. on 5 January
Application Forms and payment in full under
the Open Offer or settlement of the relevant
CREST instructions (as appropriate)
Announcement of results of Open Offer 6 January
Expected date when Admission is effective 9 January
and dealings in the Open Offer Shares on
AIM
Open Offer Shares credited to CREST stock 9 January
accounts
Despatch of definitive share certificates Within 10 business
in respect of Open Offer Shares and warrant days of Admission
certificates in respect of Open Offer Warrants
to be issued in certificated form
Expected date for crediting of the Open 9 January
Offer Warrants in uncertificated form to
CREST
Notes:
(i) References to times in this document are to London time (unless otherwise stated).
(ii) If any of the above times or dates should change, the
revised times and/or dates will be notified by an announcement to
an RIS.
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END
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