TIDMAFN
RNS Number : 9827L
ADVFN PLC
06 January 2023
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RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,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.
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY
THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER
ARTICLE 7 OF THE EU REGULATION 596/2014 AS IT FORMS PART OF THE UK
LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.
6 January 2023
ADVFN plc
("ADVFN" or the "Company")
Final Results of Open Offer
The Board of ADVFN is pleased to announce that further to the
announcement published earlier today, after scaling back, the
Company has conditionally raised gross proceeds of approximately
GBP4.52 million through the issue of 13,708,380 new Open Offer
Shares and 4,569,437 Open Offer Warrants at an Issue Price of 33
pence per Open Offer Share in connection with the Open Offer.
Background
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 were 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 were also able to apply for Excess Shares through an
Excess Application Facility. On 20 December 2022, the Company
announced that the Board had 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.
Result of Open Offer
As set out in the Open Offer circular, no allocations of Open
Offer Shares will be made to Qualifying Shareholders where such
Open Offer Shares would result in any person or persons acquiring
or increasing control of the Company within the meaning given in
sections 181 and 182 of FSMA, without the relevant regulatory
approval of such acquisition or increase of control having first
been obtained and not having expired prior to such allocation.
Unless the Company is satisfied that such valid approval has been
obtained, the Company will reduce the allocations for Open Offer
Shares to relevant Qualifying Shareholders such that there is no
such acquisition or increase in control of the Company within the
meaning given in sections 181 and 182 of FSMA.
Amit Tauman, a director of the Company, applied for his Basic
Entitlement in full and applied for Excess Shares under the Excess
Application Facility for in aggregate 3,257,151 Offer Shares,
amounting to GBP1,074,860 in aggregate. In addition, his father
Yair Tauman applied for his Basic Entitlement in full and for
Excess Shares for in aggregate 1,800,000 Offer Shares. As described
in the announcement of 6 December 2022, Amit Tauman, together with
his father Yair Tauman, has applied to the FCA for further approval
to hold up to 29.9 per cent. of the Company's issued share capital
(the "FCA Approval") and pending such approval, 2,199,575 Open
Offer Shares have been issued to Amit Tauman and 742,424 Open Offer
Shares have been issued to Yair Tauman. The balance of 1,057,576
Open Offer Shares subscribed by Amit Tauman and 1,057,576 Open
Offer Shares subscribed by Yair Tauman will be subsequently issued
upon the receipt of the FCA Approval. On completion of the Open
Offer, Amit Tauman will be interested in aggregate 4,380,395
Ordinary Shares representing 10.95 per cent. of the Enlarged Issued
Share Capital and his father Yair Tauman will be interested in
aggregate 3,619,104 Ordinary Shares representing 9.04 per cent. of
the Enlarged Issued Share Capital.
In addition, the Company received an application from a
registered nominee under the Open Offer for 3,194,725 Offer Shares
which, if issued in full, would result in an underlying shareholder
holding in excess of 9.9 per cent. of the Company's Enlarged Issued
Share Capital without approval within the meaning given in sections
181 and 182 of FSMA. Accordingly, the Company has reduced the
allocation for Open Offer Shares to the registered nominee to
1,685,634 Open Offer Shares.
Accordingly, following the scaling back of applications to
comply with the provisions of FSMA as described above, a total of
13,708,380 new Ordinary Shares and 4,569,437 Open Offer Warrants
have been issued in connection with the Open Offer, raising a total
of GBP4.52 million. Save as explained above, all Qualifying
Shareholders who have validly applied for Open Offer Shares will
receive their Basic Entitlement and any application made under
Excess Application Facility in full. In addition, as previously
announced, one (1) Open Offer Warrant will be issued for every
three (3) Open Offer Shares successfully subscribed for.
The Open Offer is conditional upon Admission occurring.
Application has been made to the London Stock Exchange for
13,708,380 new Ordinary Shares to be admitted to trading on AIM and
it is expected that Admission will become effective and dealings
will commence in the New Ordinary Shares at 8.00 a.m. on 9 January
2023. The Open Offer Shares shall rank pari passu in all respects
with all other Ordinary Shares then in issue.
Following Admission, the Company will have 40,023,699 Ordinary
Shares in issue and admitted to trading on AIM
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.
ENDS
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END
ROIKZGGMFVLGFZM
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January 06, 2023 09:04 ET (14:04 GMT)
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