TIDMAMOI
RNS Number : 8373U
Anemoi International Ltd
08 April 2021
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT
FOR PUBLICATION, RELEASE, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN, INTO, OR FROM THE UNITED STATES, AUSTRALIA, CANADA, NEW
ZEALAND, JAPAN, SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME
WOULD BE UNLAWFUL. THE INFORMATION CONTAINED HEREIN DOES NOT
CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES,
AUSTRALIA, CANADA, NEW ZEALAND, JAPAN OR SOUTH AFRICA (UNLESS AN
EXEMPTION UNDER THE RELEVANT SECURITIES LAWS IS AVAILABLE) OR IN
ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED UNDER
THE MARKET ABUSE REGULATION (EU) NO. 596/2014, AS IT FORMS PART OF
DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT
2018.
PLEASE SEE THE IMPORTANT NOTICES AT THE OF THIS
ANNOUNCEMENT.
8 April 2021
Anemoi International Ltd
Completion of Placing
Ticker: AMOI
Anemoi international LTD
("Anemoi" or the "Company")
Completion of Placing
The board of directors of Anemoi is pleased to announce the
successful completion of a placing of Depositary Interests ("DIs")
representing interests in ordinary shares of no par value in the
Company ("Ordinary Shares").
A total of 6,000,000 new DIs (the "Placing DIs") have been
placed by Peterhouse Capital Limited ("Peterhouse") at a price of
GBP0.04 per Placing DIs (the "Placing") with existing and new
investors ("Placees") raising gross proceeds of approximately
GBP240,000. The Placing DIs represent Ordinary Shares representing
20 per cent. of the Ordinary Share capital of the Company prior to
the Placing.
The Placing proceeds, together with the Group's existing cash
resources, will be used to expand the Company's balance sheet in
advance of a reverse takeover transaction ("RTO").
An application has been made for the Ordinary Shares represented
by the Placing DIs to be admitted to a Standard Listing on the
Official List and to trading on the Main Market of the London Stock
Exchange ("Admission"). It is expected that Admission will take
place at or around 8.00 a.m. (London time) on 13 April 2021 and
that dealings in the Placing DIs will commence at the same
time.
The Ordinary Shares represented by the Placing DIs will, when
issued, be credited as fully paid and will rank pari passu in all
respects with the existing issued Ordinary Shares.
Grant of Warrants
Subject to Admission, the Company will grant one 'A' Warrant and
one 'B' Warrant to each Placee for each Placing DI purchased by the
Placee pursuant to the Placing.
-- The 'A' Warrants have an exercise period of one year from the
first anniversary of the date of grant and entitle an 'A' Warrant
holder to subscribe for one Ordinary Share in the Company for each
'A' Warrant held at a subscription price of GBP0.08.
-- The 'B' Warrants have an exercise period of one year from the
second anniversary of the date of grant and entitle a 'B' Warrant
holder to subscribe for one Ordinary Share in the Company for each
'B' Warrant held at a subscription price of GBP0.12.
-- In each case, the subscription rights and price per Ordinary
Share are subject to adjustment in the event of any share splits or
share consolidations by the Company. The 'A' Warrants and 'B'
Warrants are (i) unquoted; (ii) certificated; (iii) transferable
subject to the consent of the Company's board of directors; and
(iv) without any shareholder rights.
-- Accelerated exercise rights apply to both classes of warrant
in the event of further equity fundraises by the Company (including
in connection with a merger, acquisition or reverse takeover
transaction).
-- Both the 'A' Warrants and the 'B' Warrants are callable by
the Company at any time during their respective exercise periods
upon the Company's share price reaching the subscription price of,
respectively, GBP0.08 per share for the 'A' Warrants and GBP0.12
per share for the 'B' Warrants. Any warrants that remain
unexercised at the end of the relevant exercise period will
automatically lapse.
Duncan Soukup, Chief Executive Officer of Anemoi, commented:
"We are extremely grateful for the support of both existing and
new shareholders. The proceeds of the Placing strengthen the
Company's balance sheet and should enhance the Company's chances of
completing a successful RTO."
Following Admission, the total issued share capital of the
Company will be 36,000,000 Ordinary Shares of no par value. This
figure may be used by Shareholders as the denominator for the
calculations by which they will determine if they are required to
notify their interest in, or a change in their interest in, the
share capital of the Company under the FCA's Disclosure Guidance
and Transparency Rules.
-S-
For further information, please contact:
Enquiries:
Anemoi International Ltd
---------------------
+33 (0)6 78 63 26
Duncan Soukup (Chief Executive Officer) 89
---------------------
Peterhouse Capital Limited (Broker)
---------------------
Charles Goodfellow
Heena Karani +44 (0) 20 7469 0930
---------------------
Important Notice
The information contained within this Announcement is deemed by
the Company to constitute inside information as stipulated under
Market Abuse Regulation (Regulation 596/2014), as it forms part of
domestic law by virtue of the European Union (Withdrawal) Act 2018
("MAR"). Upon the publication of this Announcement via a Regulatory
Information Service ("RIS") this inside information is now
considered to be in the public domain.
This Announcement (the "Announcement") has been issued by and is
the sole responsibility of the Company.
This Announcement is not for publication or distribution,
directly or indirectly, in or into the United States (including its
territories and possessions, any state of the United States and the
District of Columbia, collectively, the "United States"),
Australia, Canada, Japan, New Zealand, the Republic of South
Africa, or any other jurisdiction where to do so might constitute a
violation or breach of any applicable law. The Placing and the
distribution of this Announcement and other information contained
herein may be restricted by law in certain jurisdictions and
persons into whose possession any document or other information
referred to herein comes should inform themselves about and observe
any such restriction. Any failure to comply with the restrictions
may constitute a violation of the securities laws of any such
jurisdiction.
This Announcement is for information purposes only and does not
constitute or form part of, and should not be construed as, an
offer for sale or subscription of, or solicitation of any offer to
subscribe for or to acquire, any Ordinary Shares or DIs in any
jurisdiction, including in or into the United States, Australia,
Canada, Japan, New Zealand or the Republic of South Africa, where
to do so would be unlawful. Investors should not subscribe for or
purchase any Ordinary Shares or DIs except on the basis of
information publicly announced by the Company to a RIS by or on
behalf of the Company on or prior to the date of this
Announcement.
No public offering of the Placing DIs is being made in the
United States, United Kingdom, Australia, Canada, Japan, New
Zealand, the Republic of South Africa, or elsewhere. The Placing
DIs have not been and will not be registered under the applicable
securities laws of any state, province or territory of Australia,
Canada, Japan, New Zealand or the Republic of South Africa. Subject
to certain exceptions, the Placing DIs may not be offered or sold
in Australia, Canada, Japan, New Zealand or the Republic of South
Africa or to, or for the account or benefit of, any national,
resident or citizen of Australia, Canada, Japan, New Zealand or the
Republic of South Africa.
This Announcement is not for publication or distribution,
directly or indirectly, in or into the United States. This
Announcement is not an offer of securities for sale into the United
States. The Placing DIs have not been and will not be registered
under the US Securities Act, or any securities laws of any state or
other jurisdiction of the United States and may not be offered,
sold, pledged, taken up, exercised, resold, renounced, transferred
or delivered, directly or indirectly, in or into the United States
absent registration under the US Securities Act, except pursuant to
an exemption from the registration requirements of the Securities
Act and in compliance with any applicable securities laws of any
state or other jurisdiction of the United States. The Placing DIs
have not been approved, disapproved or recommended by the U.S.
Securities and Exchange Commission, any state securities commission
in the United States or any other U.S. regulatory authority, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the offering of Placing DIs. There will be no public
offer of DIs or of the Ordinary Shares represented by them in the
United States. The Company has not been and will not be registered
under the US Investment Company Act, and investors will not be
entitled to the benefits of the US Investment Company Act.
This Announcement does not constitute, or purport to include the
information required of, a disclosure document under Chapter 6D of
the Australian Corporations Act 2001 (the "Corporations Act") or a
product disclosure statement under Chapter 7 of the Corporations
Act and will not be lodged with the Australian Securities and
Investments Commission. No offer of shares is or will be made in
Australia pursuant to this Announcement, except to a person who is:
(i) either a "sophisticated investor" within the meaning of section
708(8) of the Corporations Act or a "professional investor" within
the meaning of section 9 and section 708(11) of the Corporations
Act; and (ii) a "wholesale client" for the purposes of section
761G(7) of the Corporations Act (and related regulations) who has
complied with all relevant requirements in this respect, or another
person who may be issued shares without requiring a disclosure
document. No Placing DIs or the Ordinary Shares represented by them
may be offered for sale (or transferred, assigned or otherwise
alienated) to investors in Australia for at least 12 months after
their issue, except in circumstances where disclosure to investors
is not required under Part 6D.2 of the Corporations Act.
The Placing is available, and is and may be made, in or from
within the Bailiwick of Guernsey:
i. by persons licensed to do so under the Protection of
Investors (Bailiwick of Guernsey) Law, 1987 (as amended); or
ii. to persons licensed under the Protection of Investors
(Bailiwick of Guernsey) Law, 1987 (as amended), the Insurance
Business (Bailiwick of Guernsey) Law, 2002 (as amended), the
Banking Supervision (Bailiwick of Guernsey) Law, 1994 (as amended)
or the Regulation of Fiduciaries, Administration Businesses and
Company Directors, etc. (Bailiwick of Guernsey) Law, 2000 (as
amended).
The Placing is not available in or from within the Bailiwick of
Guernsey other than in accordance with paragraphs (i) and (ii)
above and must not be relied upon by any person unless made or
received in accordance with such paragraphs.
Subject to certain exemptions (if applicable), the Company shall
not raise money in Jersey by the issue anywhere of Placing DIs or
of the Ordinary Shares represented by them. Subject to certain
exemptions (if applicable), offers for securities in the Company
may only be distributed and promoted in or from within Jersey by
persons with appropriate registration under the Financial Services
(Jersey) Law 1998, as amended. It must be distinctly understood
that the Jersey Financial Services Commission does not accept any
responsibility for the financial soundness of or any
representations made in connection with the Company.
The Placing is available, and is and may be made, in or from
within the Isle of Man only:
i. by persons licensed to do so under the Isle of Man Financial Services Act 2008; or
ii. to persons: (a) licensed under Isle of Man Financial
Services Act 2008; or (b) falling within exclusion 2(r) of the Isle
of Man Regulated Activities Order 2011 (as amended); or (c) whose
ordinary business activities involve them in acquiring, holding,
managing or disposing of shares or debentures (as principal or
agent), for the purposes of their business.
The Placing is not available in or from within the Isle of Man
other than in accordance with paragraphs (i) and (ii) above and,
accordingly, neither may be relied upon by any person unless made
or received in accordance with such paragraphs.
The comparability of the information on the Company's
performance to date to its future performance is by its nature
limited for a variety of reasons. Without limitation, results can
be positively or negatively affected by market conditions beyond
the control of the Company or any other person. Neither past
performance of the Company is a reliable indicator of, and cannot
be relied upon as a guide to, the future performance of the
Company. Prospective investors should be aware that any investment
in the Company is speculative, involves a high degree of risk, and
could result in the loss of all or substantially all of their
investment. Persons considering making such an investment should
consult an authorised person specialising in advising on such
investments. This Announcement does not constitute a recommendation
concerning the Placing and prospective investors should note that
the value of DIs and the Ordinary Shares represented by them can
decrease as well as increase.
Peterhouse, which is authorised and regulated in the United
Kingdom by the UK Financial Conduct Authority, are acting
exclusively for the Company and no one else in connection with the
Placing and Admission. Peterhouse will not regard any other persons
as their clients in relation to the subject matter of this
Announcement and will not be responsible to anyone other than the
Company for providing the protections afforded to their respective
clients, nor for providing advice in relation to the Placing,
Admission, the contents of this Announcement or any transaction,
arrangement or other matter referred to herein.
Save as set out above, none of the Company, Peterhouse or any of
their operating partners, co-investors and joint venture partners,
or any of their respective parent or subsidiary undertakings, or
the subsidiary undertakings of any such parent undertakings, or any
of such person's respective directors, officers, employees, agents,
affiliates or advisers or any other person ("their respective
affiliates") accepts any responsibility or liability whatsoever
for/or makes any representation or warranty, express or implied, as
to this Announcement, including the truth, accuracy or completeness
of the information in this Announcement (or whether any information
has been omitted from this Announcement) or any other information
relating to the Company, its subsidiaries or associated companies,
whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available or for any loss howsoever
arising from any use of this Announcement or its contents or
otherwise arising in connection therewith. The Company, Peterhouse
and their respective affiliates accordingly disclaim all and any
liability whatsoever whether arising in tort, contract or otherwise
which they might otherwise have in respect of this Announcement or
its contents or otherwise arising in connection therewith. No
representation or warranty, express or implied, is made by
Peterhouse or any of their affiliates as to the accuracy, fairness,
completeness or sufficiency of the information contained in this
Announcement.
In connection with the Placing, Peterhouse and any of their
affiliates, acting as an investor for its own account(s), may
acquire Placing DIs or the Ordinary Shares represented by them and,
in that capacity, may retain, purchase, sell, offer to sell or
otherwise deal for its or their own account(s) in such securities
of the Company, any other securities of the Company or other
related investments in connection with the Placing or otherwise.
Accordingly, references to Placing DIs or Ordinary Shares being
offered, subscribed, acquired, placed or otherwise dealt in should
be read as including any issue or offer to, or subscription,
acquisition, placing or dealing by Peterhouse and any of their
affiliates acting as an investor for its or their own account(s).
Neither Peterhouse nor any of their affiliates intends to disclose
the extent of any such investment or transactions otherwise than in
accordance with any legal or regulatory obligation to do so. In
addition, in connection with the Placing, Peterhouse may enter into
financing arrangements with investors, such as share swap
arrangements or lending arrangements where Placing DIs or the
Ordinary Shares represented by them are used as collateral, that
could result in Peterhouse acquiring shareholdings in the
Company.
This Announcement does not constitute a recommendation
concerning the Placing. The price and value of securities and any
income from them can go down as well as up and investors may not
get back the full amount invested on disposal of the securities.
Past performance is not a guide to future performance. Information
in this Announcement or any of the documents relating to the
proposed Placing cannot be relied upon as a guide to future
performance. The Placing timetable may be influenced by a range of
circumstances such as market conditions. There is no guarantee that
the Placing will occur and you should not base your financial
decisions on the Company's intentions in relation to the Placing or
the information contained in this Announcement. The contents of
this Announcement are not to be construed as legal, business or tax
advice. Each prospective investor should consult his, her or its
own legal adviser, financial adviser or tax adviser for legal,
financial or tax advice.
This Announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Placing DIs or the Ordinary
Shares represented by them. Any investment decision to buy Placing
DIs or Ordinary Shares in the Placing must be made solely on the
basis of publicly available information, which has not been
independently verified by Peterhouse.
Certain statements in this Announcement are, or may be deemed to
be, forward-looking statements which are based on the Company's
expectations, intentions and projections regarding its future
performance, anticipated events or trends and other matters that
are not historical facts. These forward-looking statements, which
may use words such as "anticipates", "believes", "estimates",
"expects", "intends", "may", "plans", "projects", "seeks", "aims",
"should" or "will" or, in each case, their negative or other
variations or similar expressions.
These forward-looking statements include all matters that are
not historical facts. They appear in a number of places throughout
this Announcement and include, but are not limited to, statements
regarding the Company's intentions, beliefs or current expectations
concerning, among other things, the Company's results of
operations, financial position, prospects, growth, target total
return, investment strategy, financing strategies, and the
development of the industries in which the Company's businesses
operate. Such forward-looking statements involve unknown risks,
uncertainties and other factors, which may cause the actual results
of operations, performance or achievement of the Company, or
industry results, to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. In addition, even if the Company's
results of operations, financial position and growth, and the
development of the market and the industry in which the Company
operates, are consistent with the forward-looking statements
contained in this Announcement, those results or developments may
not be indicative of results or developments in subsequent
periods.
Given these uncertainties, prospective investors are cautioned
not to place any undue reliance on such forward-looking statements.
These forward-looking statements speak only as at the date of such
statements. Except as required by applicable law, none of the
Company, Peterhouse or their respective affiliates assumes any
obligation or undertaking to update, review or revise any forward
looking statements contained in this Announcement whether as a
result of new information, future developments or otherwise.
The Placing DIs will not be admitted to trading on any stock
exchange other than the London Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
STRUWRRRAVUSRAR
(END) Dow Jones Newswires
April 08, 2021 06:07 ET (10:07 GMT)
Anemoi (LSE:AMOI)
Historical Stock Chart
From Mar 2024 to Apr 2024
Anemoi (LSE:AMOI)
Historical Stock Chart
From Apr 2023 to Apr 2024
