TIDMAGM
RNS Number : 2500T
Applied Graphene Materials PLC
10 October 2017
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH
AFRICA, THE REPUBLIC OF IRELAND, NEW ZEALAND OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN APPLIED GRAPHENE MATERIALS PLC OR
ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR
THE FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED
ON IN CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF APPLIED
GRAPHENE MATERIALS PLC.
Applied Graphene Materials plc
("Applied Graphene Materials" or the "Company")
Further Details on the Fundraising and Participation of
Directors and Substantial Shareholders in the Placing
The Company confirms that further to the announcements made
earlier today, a total of 25,000,000 Placing Shares have been
conditionally placed at a price of 36 pence per Placing Share,
raising proceeds of GBP9 million (before expenses).
The Company announces that as part of the Placing, IP2IPO
Limited ("IP2IPO"), which is a subsidiary of IP Group plc, Insight
Investment Management and the Directors have subscribed for Placing
Shares, as detailed further below.
Save as otherwise defined, capitalised terms used in this
announcement have the meanings given to them in the announcement
released by the Company this morning entitled 'Proposed Placing by
Accelerated Bookbuild'.
Directors' Participation
The table below sets out the Directors' participation in the
Placing.
Director Existing shareholding Placing shares Shareholding on Admission
Dr. Bryan Crawford Dobson 123,205 11,111 134,316
Jonathan Peter Mabbitt 121,735 2,778 124,513
Gareth Jones 14,500 11,111 25,611
Professor Karl Stuart Coleman 1,724,126 55,556 1,779,682
Michael Sean Christie 7,619 27,778 35,397
Michael Townend 7,619 15,000 22,619
Related Party Transactions
IP2IPO is a related party of the Company for the purposes of the
AIM Rules as it holds greater than 10 per cent. of the Existing
Ordinary Shares. It is intended that IP2IPO will participate in the
Placing in respect of 2,777,778 New Ordinary Shares and such
participation represents a related party transaction pursuant to
Rule 13 of the AIM Rules.
Insight Investment Management is a related party of the Company
for the purposes of the AIM Rules as it holds greater than 10 per
cent. of the Existing Ordinary Shares. It is intended that Insight
Investment Management will participate in the Placing in respect of
3,140,000 New Ordinary Shares and such participation represents a
related party transaction pursuant to Rule 13 of the AIM Rules.
The Directors, apart from Mike Townend, who is not regarded as
independent in respect of the investment by IP2IPO due to his
directorships of IP2IPO and IP Group, having consulted with the
Company's Nominated Adviser, N+1 Singer, consider that the terms of
the related party transactions are fair and reasonable insofar as
the Shareholders are concerned.
Open Offer
The Company also confirms that Qualifying Shareholders will be
given the opportunity to subscribe for New Ordinary Shares, at the
Issue Price, through an open offer to raise up to GBP1 million, on
the basis of 1 Open Offer Share for every 8 Existing Ordinary
Shares held on the Record Date.
General Meeting
The proposed Fundraising is subject to, inter alia, the passing
of the Resolutions for which Shareholder approval will be sought at
the General Meeting, which is expected to be convened shortly by
the posting to Shareholders of the Circular. The Circular will set
out the reasons for, and provide further information on, the
Fundraising, to explain why the Board considers the Fundraising to
be in the best interests of the Company and its Shareholders as a
whole and why the Directors unanimously recommend that Shareholders
vote in favour of the Resolutions.
Expected timetable
The expected timetable for the Fundraising is set out below:
Announcement of Fundraising 10 October 2017
------------------------------------- --------------------
Record Date for entitlements Close of business
under the Open Offer on 11 October 2017
------------------------------------- --------------------
Posting of this document, 12 October 2017
the Form of Proxy and, to
Qualifying Non-CREST Shareholders
only, the Application Form
------------------------------------- --------------------
Ex-entitlement date for the 12 October 2017
Open Offer
------------------------------------- --------------------
Basic Entitlements and Excess 13 October 2017
Entitlements credited to
stock accounts of Qualifying
CREST Shareholders
------------------------------------- --------------------
Recommended latest time for 4.30 p.m. on 23
requesting withdrawal of October 2017
Basic Entitlements and Excess
Entitlements from CREST
------------------------------------- --------------------
Latest time and date for 3.00 p.m. on 24
depositing Basic Entitlements October 2017
and Excess Entitlements into
CREST
------------------------------------- --------------------
Latest time and date for 3.00 p.m. on 25
splitting of Application October 2017
Forms (to satisfy bona fide
market claims only)
------------------------------------- --------------------
Latest time and date for 11.00 a.m. on 26
receipt of Forms of Proxy October 2017
or electronic proxy appointments
for use at the General Meeting
and Open Offer
------------------------------------- --------------------
Latest time and date for 11.00 a.m. on 27
receipt of completed Application October 2017
Forms from Qualifying Non-CREST
Shareholders and payment
in full under the Open Offer
or settlement of relevant
CREST instructions (as appropriate)
------------------------------------- --------------------
General Meeting 11.00 a.m. on 30
October 2017
------------------------------------- --------------------
Announcement of the results 30 October 2017
of the General Meeting and
Open Offer
------------------------------------- --------------------
Admission and commencement 8.00 a.m. on 31
of dealings in New Ordinary October 2017
Shares
------------------------------------- --------------------
CREST Members' accounts credited 31 October 2017
in respect of New Ordinary
Shares in uncertificated
form
------------------------------------- --------------------
Expected despatch of definitive 7 November 2017
share certificates for New
Ordinary Shares in certificated
form
------------------------------------- --------------------
The information contained within this announcement is deemed to
constitute inside information as stipulated under the Market Abuse
Regulation (EU) No. 596/2014.
Enquiries:
Applied Graphene Materials Tel: +44 (0)1642 438 214
Jon Mabbitt, Chief Executive
Officer
Gareth Jones, Chief Financial
Officer
N + 1 Singer - Nominated Tel: +44 (0)20 7496 3000
Adviser
Richard Lindley
Nick Owen
James White
George Tzimas
This information is provided by RNS
The company news service from the London Stock Exchange
END
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